The Decepticons attack S.S. Exton 9 with a new suspension-ray beam that paralyzes human beings, planning to use the humans as slave labor on in their Cybertron energy research laboratory. The use of the ray captures nearly all the humans on the station, with the exception of a group of children who happened to be in another part of the station. One of the children, a girl named Fon, realizes that the ray's effects can only be nullified by using the Prism of Power, a mythical artifact that "no one's ever seen", yet the kids know is located on a planet called Andellor. When the Autobot Cosmos stops by to see what's going on, the kids talk him into helping them locate this artifact.
Their journey takes them through an asteroid belt, where they encounter space vultures. Cosmos manages to evade them by crashing into an asteroid, but then runs into Scorponok, Cyclonus and Octane. The trio interrogate Cosmos and insist he lead them to Andellor, where Cyclonus explains the history of the planet. The group lands, and the kids lead the four Transformers to a cave, within which they find a huge room with a pool in the center Tentacles from the pool seize Octane, dragging him in and ejecting his decapitated head. The kids and Cosmos then try to proceed. Scorponok moves to stop them, but he and Cyclonus are no match for Ironhide, who's come in response to a clandestine distress call sent by Cosmos.
Within the inner chamber, the two Autobots and the children encounter Grogg, guardian of the Prism, who seeks to protect the artifact by asking anyone who wishes to use it a riddle so simple that a child can answer it, which one promptly does. Grogg insists on hanging onto Fon while the Prism is used, so Cosmos and Ironhide return with the Prism and the remaining kids to Exton 9. While Ironhide tangles with Razorclaw and Cosmos keeps Galvatron busy, the kids free the station personnel using the Prism. Afterwards, Cosmos departs from the station with the Prism to return it and get Fon back.