No, you read that right.

[[../Attack of the Autobots/Tech/Info/Episodes|Episode Attack of the Autobots/Tech/Info/Episodes

Attack of the Autobots/Tech/Info/Episodes Attack of the Autobots/Tech/Info/Episodes Attack of the Autobots/Tech/Info/Episodes Attack of the Autobots/Tech/Info/Episodes]]

[[../Attack of the Autobots/Tech/Info/Episodes|Episode Attack of the Autobots/Tech/Info/Episodes

Attack of the Autobots/Tech/Info/Episodes Attack of the Autobots/Tech/Info/Episodes Attack of the Autobots/Tech/Info/Episodes Attack of the Autobots/Tech/Info/Episodes]]

[[../Attack of the Autobots/Tech/Info/Episodes|Episode Attack of the Autobots/Tech/Info/Episodes

Attack of the Autobots/Tech/Info/Episodes Attack of the Autobots/Tech/Info/Episodes Attack of the Autobots/Tech/Info/Episodes Attack of the Autobots/Tech/Info/Episodes]]

After a surprise attack (read: diversion) by the Decepticons, the Autobots repair themselves in their regeneration chambers, only to emerge...EVIL!

Japanese title: "Cybertrons' Counterattack"

Detailed synopsis

A Decepticon sneak attack on Autobot headquarters is actually a diversion while Megatron and Starscream use a temporary invisibility spray to sneak inside. Megatron sabotages the Autobots’ recharging chamber with a personality destabilizer device. After the Autobots recharge the next day, they have a sudden change of heart and are now Decepticon slaves. Optimus Prime obeys Megatron’s first order and smashes Teletraan I.

Jazz and Bumblebee, the only unaffected Autobots, are on their way back to Headquarters. Bumblebee makes it back first, and evil Bluestreak forces him into the recharging chamber. Jazz, Sparkplug and Spike arrive and save Bumblebee from being brainwashed. Sparkplug repairs Teletraan 1, who tells them that the rest of the Autobots are now evil!



Meanwhile, Optimus leads the Autobots on an attack at the local Air Force base, where they begin trashing military jets. Spike and Bumblebee rush off to the base to stop them, and Sparkplug and Jazz stay behind to work on a cure.

All of this mess was started just so Megatron could steal a human solar energy satellite being launched the same day. The Decepticons take over the rocket base and plan to take the rocket and satellite back to Cybertron.

At headquarters, Sparkplug cooks up a bunch of attitude exchangers that will “First, drain evil. Second, recharge good.” He and Jazz round up Ratchet, Hound and Skyfire and change them back to good using the devices. Skyfire gives them a lift to the Air Force base, where they manage to change the rest of the Autobots, except for Optimus Prime. The devices pacify Prime’s combat deck and Roller, but Prime is still on a rampage. Bumblebee takes it upon himself to try and change the Autobot leader back by reminding him who he once was. Prime fights the drive of the personality destabiliser, collapsing to his knees in obvious agony. Bumblebee watches and waits until Prime literally begs him for help, then attaches an attitude exhanger on him. Optimus gives him a nice, big hug

Bumblebee, from now on, you will be a Hugmaster!

, despite the fact Bumblebee, sort of, tortured him a bit.

Back at the rocket base, Megatron and the Decepticons have boarded the reprogrammed rocket and take off. The Autobots intercept them aboard Skyfire. Prime and Ratchet detach the satellite while Jazz uses a “musical sonic boom” to disable the rocket. The Decepticons abandon it without any further resistance and retreat. Skyfire takes everyone into space and Prime throws the solar satellite into orbit.

Finally back at headquarters, Prime thanks everyone for helping out, especially Bumblebee. But then Ratchet gets jealous and claims credit for firing the attitude exchangers (which was actually Hound’s idea. Hmmm…). Jazz reminds everybody that they have to fix all of the jets that Optimus Prime smashed at the Air Force base. Spike breaks the tension with a lame joke that his dad finds hilarious and we fade to black.


Original airdate: October 4, 1985

Written by: David Wise

Featured Characters

(Numbers indicate order of appearance.)

Autobots Decepticons Humans Others



Notable quotes

Optimus: "My warning diode is pulsating."

— Anybody call for a webslinger?

"Autobots are noble. Your plan can never succeed."

Teletraan 1 to Megatron, right before Optimus shows the computer where to stick it

"Destroy, destroy, destroy! Let none stand against us!"

—Evil Optimus Prime' smashing a plane.

Optimus: "Well, there won't be any more trouble, thanks to you. And especially to you, Bumblebee."
Ratchet: "Especially to him? I was the one who saved the satellite, and came up with the idea of firing those attitude exchangers!"
Sparkplug: "Oh, yeah? Well who helped you make 'em in the first place?"
Ratchet: "Why, you wouldn't know a micro-chip from a potato chip!"

Optimus Prime's thanks to Bumblebee starts a little round of glory-hogging.


Animation and/or technical glitches

  • At about 1:10 into the episode, when Prime says, "My warning diode is pulsating. Decepticon Jets!", Thundercracker and Skywarp swoop down, using the sound effect from Darth Vader's TIE Fighter, complete with his breathing! (A similar audio gaffe happened in "Megatron's Master Plan, Part 1", as well as G.I. Joe: The Movie. Guess you can't be too choosy when you crib sounds from Star Wars.)

Continuity errors

  • Megatron's plan in this episode is extremely convoluted, even by his standards. Launch a surprise attack on Autobot Headquarter, become invisible, implant a personality destabilizer into Autobots' recharging chambers, commission the newly evil Autobots to destroy nearby aircraft, hijack a rocket complete with an energy-generating satellite and ride it to Cybertron. Argh.
  • The opening shot shows the Ark with three boosters and buried in the mountain horizontally, when most previous portrayals included at least four boosters and the Ark at a marked angle.
  • The Decepticons would have countless uses for this newly found invisibility spray, such as, perhaps, walking up behind Prime and blowing his head off? Rendering all the Decepticons invisible before an all-out surprise attack? We'll never see it or hear mention of it again.
  • They may be invisible, but still, Megatron and Starscream should set off Teletraan I's security systems, or at least Teletraan's ability to detect "evil" beings, demonstrated later in the episode. Either way, Teletraan wasn't able to detect evil forces before (during the Decepticon invasion in the episode "The Ultimate Doom") or after (Nightbird's presence in the episode "Enter the Nightbird") this episode. We'll just go ahead and overlook the obvious problems with defining an "evil" presence — for example, why wouldn't Cliffjumper set off the alarm during his character assault on Mirage in the episode "Traitor"?
  • Only a handful of Autobots rush out to greet the attacking Decepticons, yet the Autobot base appears to be empty. Where is everyone else? They've glossed over missing Autobots in the past (Prime's "Over half our forces are out on patrol" bit in the episode "Transport to Oblivion").
  • Since when do Autobots use recharging chambers? Does this mean they have to retreat to their base regularly to recharge, regardless of what they're up to?
  • How precisely does Skyfire fit into one of those recharging chambers? Prime pretty much fills one out, and we know from the episode "Fire in the Sky" that Skyfire is far larger.
  • So, the personality destabilizer also works as a two-way radio, eh?
  • Teletraan tells Jazz and Bumblebee about Megatron's plot and even shows video footage of Megatron installing the personality destabilizer. If Teletraan had this information, why didn't he/it tell the Autobots before they recharged?
  • While Ratchet and Prime are trying to remove the satellite from the rocket, Sparkplug and the others seem very concerned that Megatron might use the rocket to get to Cybertron. Why is that a problem? And, for that matter, why do the Decepticons even need it? They already have the space bridge technology (as seen in Transport to Oblivion, Roll For It, and countless other episodes) and can go to Cybertron whenever they please. Getting to Cybertron was, for the Decepticons, only a challenge in the three-part pilot.
  • "Good" and "Evil" are apparently scientific states now...
  • If the Decepticons could use a rocket to get back to Cybertron, why waste all the time building a spaceship in the pilot?
  • Why did the Decepticons have to do what they did to the Autobots, instead of just knocking them out and having Bombshell use his Cerebro-shell?
  • When Ratchet is bitching about not getting the most credit, Sparkplug says he helped Ratchet design the personality destabilizers. Seeing as Ratchet was under Decepticon control, that isn't possible.

Transformers references

  • Optimus, Ratchet and Prowl can be seen flying in this episode.

Real-world references

  • We get to see Optimus do his impression of everyone's favorite neighborhood Spider-man.


  • We get to see all three of Optimus Prime's components in action, which is rare.
  • Additionally, although this is the third appearance of the Combat Deck's interior cannon in the series, this is the only time it was drawn toy-accurate by the animators.
  • This is the first episode not to feature Ironhide.
  • Apparently, Autobots are only heroic because they are programmed to be.


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External links

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