While, Stars were still trying to learn how to use Star connection to locate Elena, Bumblebee, Strongarm, and Grimlock were taking down one mini-con. The plan didn't go exactly how Bee and Strongarm planned, because of Grimlock, but they still managed to capture it.

When they came back to the scrapyard, Grimlock grouses about not being included in the strategy meetings and accuses them of not thinking he's smart enough. Russell and Fixit are meanwhile helping Denny unload a collection of vintage toasters which Denny claims is Russell's college fund. Moments later, Grimlock sadly plonks himself down on the pile of toasters and complains about how Bumblebee and Strongarm don't think he's smart. When he mentions the police academy, Fixit reveals he has a copy of the academy entrance exam. Soon Fixit is feeding the exam directly into Grimlock's head from a Cybertronian data cylinder. Grimlock starts on the first question, but it takes him until sunset, and he still gets it wrong. Fixit offers to download him a study guide, however, once they have him hooked up, Bumblebee calls them away to the stasis pods. Grimlock attempts to fiddle with the data cylinder, but everything goes wrong, and Grimlock is left lying on the ground.

The others find him lying on the ground, and as he wakes up they discover Grimlock's brain has been greatly boosted in power. Fixit reports that the data cylinder is empty, the contents having been loaded into Grimlock's brain. Unfortunately, as Grimlock says, his condition is going to result in the breakdown of his neural pathways and eventual death. As they're discussing possible solutions, the alarm sounds and Fixit reports that a Decepticon signal has been detected at the experimental energy research laboratory. He's able to identify the Decepticon as Simacore, a scientist paired with the Mini-Cons Axiom and Theorem. Bumblebee is reluctant to take Grimlock along, but Grimlock quotes the likelihood of the mission's failure without him, and Bumblebee reluctantly agrees

As they arrive at the research laboratory, Grimlock suffers his first headache, but he's able to quickly get them inside by deducing the entry keycode. Fixit radios to report he may have come up with a cure for Grimlock's condition. Grimlock announces he believes that Simacore is after the particle accelerator's secondary control circuit, which could be used in a Cybertronian starship, and at that point, they run into the Decepticon himself, who is surprised to meet an intelligent Dinobot. Though the Mini-Cons he fires miss the Autobots entirely, Grimlock accidentally stumbles, knocking over Bumblebee and Strongarm. Matched against Simacore, Grimlock finds his sudden need to calculate every possible tactic a hindrance to his normal "instinctual" brawling style, and instead swipes the control circuit and makes off with it. Knocking out Bumblebee and Strongarm, the Decepticon gives chase

Grimlock seals himself in the particle accelerator control room, barricading the rear door. While he attempts to come up with a plan of attack, Simacore has his Mini-Cons magnetized Bumblebee and Strongarm to the particle accelerator, and begins the charging process. Fixit, Denny, and Russell arrive and are let into the control room by Grimlock. Fortunately, Fixit's cure works, draining the information out of Grimlock's brain and back into the data cylinder, though it leaves Grimlock temporarily immobile. Russell has a plan — with five minutes to go, he has Grimlock invite Simacore to the observation room for a battle of wits. Simacore insists on giving the first question, the classic "two trains leaving different cities" problem. Fixit is unable to provide Grimlock with the mathematical answer in his panic, but the Dinobot finds a solution to the problem Simacore hadn't anticipated, as one of the cities is Nuon City, which no longer exists and thus cannot have a train. Simacore reluctantly acquiesces and asks for Grimlock's question. Things look dire as the panicky Fixit locks up, unable to come up with a brainteaser, but Grimlock has his own very simple question for the Decepticon and has regained his mobility to boot, flattening Simacore as he ponders Grimlock's little puzzle. With seconds left, Grimlock solves the problem of getting to his teammates in time by smashing through the wall and smashing the magnet control panel, just in time for Bumblebee and Strongarm to jump free from the particle accelerator before it fires.

Back at base, the Decepticons have safely stored away in a stasis pod, and while Grimlock's glad to be himself again, he's still keen to have another go at the tests. Fixit gives Grimlock a copy of the study guide on a tablet, and the Dinobot promises he'll take his time this time around... and asks if there's a version of the test with pictures. Bumblebee, however, had a feeling they really need Stars to help them. Its true Star connection is good to learn, but they also need help on their mission. It would be the best talk with them about this.

Meanwhile, back in crashed Alchemor, Elena was getting bored again. There's no trouble getting up, her legs work well now. But after what just happened it would be best let everyone calm down. Plus, maybe she needs other types of bodyguards. Clampdown is understandable, but Groundpounder almost broke ship and by what she heard he got some lecture from the leadership team. Well, it looks like it will be Thunderhoof. Better him than an overdramatic double agent or crazy frog or revolutionist.

Right now, she wasn't there alone. The two mini-cons she met, Anvil and Hammer were with her, while Steeljaw was on his desk working on something. The mini-cons were looking things on her while tried to stand up on the berth, but couldn't. They were like animal cubs who tried check their surroundings and play.

"Be careful if they get too curious again," Steeljaw said while continued on his work.

"What? Are you jealous?" Elena mocked.

"That you allow them near you or that they wanted to look under the towel?"

Elena looked up at him while turning red. Look under the towel? Right now, she wasn't sure should she be angry with him or with the mini-cons? Well, it looks more like their intelligence is at the same level as a small kid or animal cub. So, they obviously don't know about "private" or "intimate" stuff. That, however, may explain why Steeljaw picked them up so quickly.

"They're like kids. They don't know about it. Unlike some else in this room." she said.

"For last time, you needed to get washed, you needed to remove your armor. And I didn't see much." Steeljaw said irritated.

"But you obviously wished you could," Elena said with annoyance.

"Hey, unlike you 'humans' we know to keep our imagination and emotions in control, when it comes to interfacing." Steeljaw pointed out angrily.

"Doesn't mean you don't do it," Elena noted.

"Well, so what? It's not like we brag about in front of others. Unlike some humans."

"I usually call them 'jerks'," Elena said.

"I would use something way more insulting," Steeljaw said, while tried to continue his work.

the two mini-cons watched how the two of them argued. Once it was over, they continued on their little activities, before they got tired and decided to take nap near Elena. The sleeping mini-cons looked so adorable to her, so she placed her skirt like a blanket on them. Even if she was hostage there, she couldn't help but smile by seeing the mini-cons cuddle up under her skirt like kittens.

In Steeljaw looked where she was and noticed her smiling. He wasn't sure, but familiar feelings started to rose up inside of him. The way she smiles is like something he desires to see every day. Just like... like once before in the forest with those wolf pups. He could imagine again those little creatures moving around her to get her attention or asking to play, while she smiles like that.

"EYOO! Steeljaw!" Thunderhoof shout while opened the door loudly.

Steeljaw snapped out in which his claw hit whatever was under it, which luckily was only the table. Elena looked up to see what was going on while mini-cons woke up and sat up.

"Does Any con know how to knock anymore?" Steeljaw asked annoyedly. "What is it, Thunderhoof?!"

"Those two are lookin' for ya. Wanna talk about' what happened."

"Tell them that case is handled and Groundpounder did get punished by that," Steeljaw said. "And that they should give the memo to everyone that no one touches Star Supreme."

"Well, about' that. Some cons had said that they heard you two shouting." Thunderhoof said. Steeljaw remained silent.

"Did they heard something specific?" Steeljaw asked getting bit annoyed.

"Don' know. Like I said some cons. I'm surprised it's not that blabbermouth. Said somethin' about' removing the armor"

Hearing that Elena moved her arms around her chest while blushed, while Steeljaw tried mentally count to ten before Thunderhoof realized it.

"EYOO! You did it, did ya?!"

"What?! No...!"

"You slept with her!"

"NO, I DID NOT!" Steeljaw roared while getting up from his desk. This scared mini-cons and Elena, while Thunderhoof stayed there confused. Steeljaw took a deep breath to calm down before continued to speak calmly. "I helped her to get washed from all that dirt on her. That's when I noticed that she needed to remove her armor, so she gets clean. But she started to go against it and I needed to remind her that she needs to do so if she wants to get clean. So nothing happened. I. Just. Cleaned. Her."

Thunderhoof looked at him while before looked on Elena then back at him.

"You saw nothing?" Thunderhoof asked.

"If by 'nothing' you mean something impropriety, then no, I saw nothing," Steeljaw said hinting bit of impatience.

Thunderhoof decided to let it be. Even if he has seen something, he probably won't say it out loud in front of her. Yeah, it would be best.

"Fine. I tell them what you said." Thunderhoof said and was about go. In this the mini-cons decided to leave as well and followed Thunderhoof out of the room, leaving Steeljaw and Elena alone.

Steeljaw just sighs while pinch between his optics before went back to his desk to continue his work. Elena remained quiet. The way he acted front of Thunderhoof showed something new about him. He said he didn't see anything. Well, you could say if he saw something it was just little of her side or back. But he didn't mention it. Why? Is he up to something?

Steeljaw finished whatever he was working, lift up from his desk and walked to her.

"Here," he said and showed the small device to her. "Since you obviously will spend more time here, I made something for you."

"For me?" Elena asked while picked the device. "What is it?"

"I noticed some humans had weird small things in their ears, as you call them. And they either talked or moved weirdly."

"Weirdly?" she wondered. Elena thinks while. The small things must be the headphones, so people mostly... Elena looked the device what Steeljaw just made to her. "You made an MP3 player?"

"MP-what?"

"Mp3 is the most known and used audio file. Mostly used in music. So music players got named Mp3 player."

"Okay... Anyway, you won't need to complain about boredom," he said.

"How I can add the music here?"

"Just like you humans do use that network of yours."

"How much it can hold?"

"What you mean how much?"

"Well, some of the players can hold over 3000 songs. Over 200 by the minimum."

"3000?"

"Well, it depends on the size of files and the device. MP3 files are known for having small size but good on quality."

"Well, I'm sure you can at least have that 200," Steeljaw said and was about to leave before she starts to complain again.

"Thank you."

This surprised Steeljaw and looked at her. Did she just thank her? Elena looked up and noticed what was wrong with him. Did she just Thank him? Both remained looking at each other until Toolbox came in.

"Pardon me, I came to check Star supreme's..." Toolbox said while entered and noticed awkward silence and both Elena and Steeljaw looking elsewhere. "Did something happened?"

"No, nothing. I just... go handle some... things. I leave her to you, mini-con." Steeljaw said and left the room.

Toolbox remained confused now. Did Decepticon just leave without threatening or yelling at him? He looks at Elena.

"What happened here?" he asked her.

"I... don't know..." Elena said and looked down on the player Steeljaw gave her.