The Destrons have set up their base underwater inside their spaceship, Thunder Arrow. Meanwhile, Jan, who has had some painful adventures while playing with the Cybertron, begins school on Earth with children his own age with much fanfare from Star Saber and Holi. They go into a flashback about how Jan was the sole survivor of a research ship attacked and destroyed by the Dinoforce. Leozak and the other Dinoforce, in an attempt to corner Star Saber, end up somehow at Jan's new school. The other Brainmasters arrive and the Dinoforce merge into Dinoking. In response though, the three Brainmasters merge themselves into Roadcaesar and manage to defeat Dinoking while Star Saber sends Leozak running. Jan earns the other children's respect and friendship for his heroism in the fight.