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Prime seriously needs to switch to a different brand of deodorant.

Generation 2 > Issue # 12
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The Autobot-Decepticon alliance makes its final stand against the Swarm.


Book One: Judgment

Prime recalls the racial history that has brought the Transformers to this moment. The Starscream-possessed Warworld, the Cybertronian Empire warships, and the Swarm all face off above Earth. Aboard the Warworld, Starscream confesses that he's feeling an irrational urge to protect and do good, against all his native instincts. Prime explains that it's the Matrix's influence and hints that he might be able to help.

Jhiaxus's troops are baffled by the Swarm, but he dismisses it as some last-ditch trick by the Autobots, and gives the order to attack. Starscream prepares to give up the Matrix to Prime; before doing so, he alerts Prime and Megatron to the Imperials' attack, which is likely to provoke the Swarm out of its momentary hesitation. The Swarm easily devours the Empire's finest warships, leaving tens of thousands of troopers dead. Starscream returns the Matrix to Prime, making Prime whole again and leaving himself back in his original body.

Jhiaxus orders a full assault on the Swarm, crushing the head of a trooper who suggests they cannot fight it. As Optimus Prime approaches the Twilight on a sky-sled, Jhiaxus gives orders to "Let him come!"

Book Two: Twilight

Starscream uscomics

"Death is too good for you, Starscream! I'm going to put you to work loading cargo!"

Megatron hasn't killed Starscream, but it's only because he needs help loading the rheanimum gas onto a shuttle.

Prime makes his way through the chaos of the Twilight, where frantic troopers are scrambling to escape. The chaos gives him an easy path to the bridge — but when he finds Jhiaxus, the enraged Cybertronian attacks him furiously, blaming Prime for his world coming apart. Jhiaxus is seconds away from crushing Prime's head, when the Swarm bursts through the ship's shields. Jhiaxus challenges it, and it responds, mimicking his shape, then consuming him. An explosion destroys the Twilight. Prime is blasted free, but the Swarm pursues him.

Megatron observes the ship's demise and reflects that he can no longer help Prime. Regardless, his responsibility is to the Transformers below, on the planet's surface. He's coated himself with the rheanimum, and hopes that the gas will protect him. To make planetfall, he's going to have to test it the hard way, as the Swarm has surrounded Earth.

Book Three: Siege

On Earth, a group of Autobots and Decepticons under Soundwave and Grimlock's command prepares to make a final stand, fortifying their position. The Swarm moves in on them, and they trigger their defenses. At one point, Manta Ray ignores Razorclaw's orders in favor of Grimlock's, prompting Razorclaw to brand him a traitor. As he pounces to carry out his death sentence, however, Leadfoot (a Decepticon to this point) chops off Razorclaw's head — Autobots have to stick together, after all. The Swarm breaks down the group's force shields, and they prepare for their final stand.

In space, Prime wakes to find that he's alive and aboard the Warworld, saved by Starscream. Starscream offers him a shot of rheanimum as the Swarm approaches, but Prime refuses. In his brief contact with the Swarm, Prime realized that the mass is alive, but empty and searching — and he may have the answer to what it wants.

Dirge DeathSwarm

Dirge really wishes his famous last words hadn't been used by Megatron just last issue.

Grimlock's troops try all manner of weapons, but nothing stops the Swarm. Casualties mount, but at last Megatron arrives. Both he and the rheanimum canisters survived the Swarm's touch, but his shuttle did not. The Transformers quickly distribute the rheanimum to protect themselves.

Starscream prepares to leave the Warworld, but tosses a canister to Prime just in case he changes his mind, as the Matrix's aftereffects still linger within him. Prime resists the temptation — for his plan to work, he must die.

Book Four: Creation


Ow! Ow! OW!

The Swarm devours Optimus Prime, consuming him molecule by molecule. But when it breaks through to the Matrix chamber, light and life burst forth. Prime takes all the goodness of Primus and gives it to the Swarm. As the stunned Autobots and Decepticons watch, a light grows, changing the Swarm. Amid the light, they witness the miracle of creation... as Optimus Prime steps forth, reconstituted as a parting gift from the reborn Swarm. The survivors gather and rally around their newfound unity.

But far away, in a region of space known as the Hub, Rook reports to the titanic entity known as the Liege Maximo. He notes that Megatron does indeed live; the Liege would feel the death of one of his descendants. He is unconcerned by the loss of Jhiaxus and his battalions; they are but a fraction of his empire, and the Autobot-Decepticon Alliance is fragile. The day of reckoning will come!

It never ends...


Automatic: Simon Furman
AutoCAD: Manny Galan
Autolysis: Jim Amash
Autograph: Starkings/Comicraft
Autochrome: Sarra Mossoff
Autoknowbetter: Rob Tokar
Autopsy: Tom Defalco
Artist on Chapters 2 and 4: Geoff Senior

  • Originally published: October, 1994

Featured characters

(Numbers indicate order of appearance.)

Autobots Decepticons Cybertronians Others


  • None yet identified.


  • Manny Galan's work was put next to Geoff Senior's.

Items of note


Evil, like my belly, is infinite.

  • Casualties: Jhiaxus, Razorclaw, Ramjet, Frenzy, Slag, Slingshot, Dirge, Nightbeat, and Optimus Prime (for three pages).Don't worry they all came back in other realities.
  • This is the third time Prime has died in Marvel U.S. continuity, and the second time he has sacrificed himself specifically by unleashing the light of the Matrix into a devouring evil.
  • Prime's new form is based on his Combat Hero toy, which was then his most recent toy incarnation.
  • During Prime's victory speech, Megatron is visible standing at his feet. One would normally expect him to be standing beside Prime as co-leader of the Alliance... but he did seem really impressed by Prime's resurrection...
  • The Liege Maximo's speech on the last page (see image above) states that the he was created as an "evil" balance to the first "good" Prime, and that all Decepticons and Autobots are descendants of the Liege and the first Prime, respectively. This is contradicted by the occasional examples of Transformers changing sides. It also removes free will from the equation, and has thus been met with resistance from fans who prefer the war to be ideological, and not mandated by heredity.
  • This is nominally the end of the Marvel U.S. continuity, one of the two core continuities of the Generation One franchise. (Yes, after ninety-plus issues, it ends on a cliffhanger.)

Covers (1)

  • Prime consumed by the Swarm by Derek Yaniger and Bruce Patterson (penciler and inker, respectively).


  • None yet identified.