This article is about the Transformers issue. For the G.I. Joe and the Transformers issue, see ...All Fall Down!.

Arise, Thunderwing!


Unicron has consumed another planet on his journey to Cybertron and Primus, and takes a moment to recreate three mechanical misfits as his new heralds, Hook, Line, and Sinker. Unable to teleport himself the full distance to Cybertron, Unicron requires an agent that can be sent ahead to sow fear and spread his name. He transports his heralds through the veil of time to fetch this agent.

Aboard the Ark, Thunderwing realizes the full power of the Matrix... by using it as a club to smackdown on Optimus Prime. As Hot Rod leads a group of Autobots to Prime's aid, Thunderwing strikes down Landmine with a single blast, killing him instantly. He then scatters the remaining Autobots like tenpins. Believing himself to be all-powerful and unstoppable, Thunderwing is surprised when Optimus breaks through his defenses and beats the Decepticon to the ground. As Prime is about to drop some heavy debris on Thunderwing, though, the crafty robot taunts him with the fact that he might damage the Matrix as well, his last hope. This momentary pause puts Optimus on the defensive, and Thunderwing returns the beating he had just received from Prime.

Barely conscious, Prime stalls for time by pulling out the old "Tell me your master plan" trick. The corrupted Matrix is smart enough to push Thunderwing into just killing the Autobot already, but Thunderwing ignores its influence to stroke his ego. Flashing back to VsQs, Thunderwing explains how the tainted life-force cried out for help once Bumblebee got ahold of it — it didn't want an end to its new sensations. Momentarily distracted, Thunderwing managed to impale the Matrix-spawn on a wall and end their fight. He chased down the Classic Pretenders and recovered the Matrix, leaving them to die in the crushing gravity of VsQs while he stole their ship to enter the Ark.

His tale completed, Thunderwing had yammered on long enough for Autobot reinforcements to arrive, and Highbrow and Brainstorm managed to get in a few good shots from behind. Fearing the loss of its vessel, the Matrix's corrupted essence finally manifested itself physically as a horned and fanged creature of smoky energy, rising up around Thunderwing to control and protect him.

Back on the Trojan shuttle, Nightbeat and his fellow Matrix hunters are staring on in disbelief. After a power surge freed them from captivity aboard the Decepticon ship, they overheard Thunderwing's plan to infiltrate the Ark, and snuck aboard Grimlock's ship in order to monkey up the plan somehow. Now the only trick is finding out how.

Interlude: Once again, a shadowy figure dressed in purple who speaks only in the scientific method is seen, this time spying on the exit of Scorponok's base. He witnesses Starscream emerge and sneak off into the night, and makes plans to incorporate the treacherous Decepticon into his strategy. (No, really... WHO could this possibly be?)


Would a fan even work in a vacuum?

Back on the Ark, Thunderwing's mind has been completely subsumed by the Matrix's dark essence, and he's dropping Autobots left and right. Optimus Prime tries to reach Thunderwing's mind and convince him he has been possessed, but he refuses to listen. Only when the Decepticon Spinister speaks up and tries to tell him the same thing (and gets blasted for it by the Matrix) does Thunderwing realize he's losing control.

Meanwhile, Nightbeat has come up with a plan. He sends Hosehead to the control station in the hangar to open the bay doors and turn off the artificial gravity, while Siren is to set the shuttle's self-destruct mechanism. Nightbeat personally aims the shuttle's grappling harpoon at Thunderwing and fires, catching him straight through the chest before he can finish off Prime. With the gravity off and the landing clamps released, the shuttle is sucked out into space with Thunderwing and the Matrix still attached to it. Nightbeat manages to jump to safety, and Hosehead restores the pressure and gravity to the hangar.

The fighting is over, as Thunderwing's Decepticons are in no mood for more combat. Beaten and demoralized, the Autobots collect their prisoners and count their losses, mourning the loss of the Matrix. Prime gives his best rousing speech of morale, but there are definitely darker days ahead...

Major characters

(Numbers indicate order of appearance.)

Autobots Decepticons Others


  • None yet identified.

Items of note

  • Part 5 of the Matrix Quest
  • Ghennix is quoted as having 60 billion inhabitants. That's either a really big planet or some really tiny inhabitants.
  • Galvatron II makes a brief, shadowy cameo on Unicron's monitors, foreshadowing his debut next issue.
  • Hot Rod quotes "ten or more injured, three deactivated" in the fight, but no official roster is made. Landmine is clearly one of the deactivated, and Chromedome is later identified as having lost a leg in the battle. Joyride, Getaway, Blurr and Kup are all shown being struck down by Thunderwing, but reappear quickly in later issues and so probably weren't on the deactivated list. Crosshairs does not reappear, though, making him one of the possibilities for deactivation here.
  • Transformers Universe profiles for Quake and Ruckus are found after the main story.


  • Ruckus's damaging impact was shown in U.S. #64, and the power surge it caused that freed the Headmasters happened in #65.


Let's see what you can see...

This article is in need of images.

Specifics: UK covers
  • U.S. cover: Grimlock attacked by the alien by Ian Akin
  • UK issue 294 cover: Dead Landmine by Stewart Johnson
  • UK issue 295 cover: Thunderwing's ugly mug by Stewart Johnson
  • UK issue 296 cover: Kup vs the evil Matrix by Stephen Baskerville
  • UK issue 297 cover: Thunderwing speared by Stephen Baskerville


  • None yet identified.
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