Autobots! Desperate Attack!! is the fortieth episode of Transformers: Super-God Masterforce. It first aired in Japan on February 14, 1989 on Nippon TV.



As BlackZarak's Devil Power throws America into chaos, Overlord seeks to prove the power of the flesh to Devil Z, and he engages Ginrai in their final, decisive confrontation.


After his gruelling battle with the roboticized Hydra and Buster in the Grand Canyon, Ginrai is battered and exhausted, but there will be no chance for this weary warrior to rest, as out of the sky, his perennial foe Overlord descends. After a bout of snappy banter, the two combatants engage in a mid-air battle, and Overlord quickly sends Ginrai spiralling down into the canyon. As Ginrai claws his way up the rock face, Overlord patiently stands at the top, and the other Autobots come running up. Overlord happily informs Ginrai that he will wait for him to climb out, that they might finally settle their score in a fair manner. Although somewhat bemused by the offer, Ginrai says that it's what he wants as well, and resumes his battle with the Decepticon after ordering his troops to press on in their mission to find and stop BlackZarak. Ginrai covers their escape, but notices that for some reason, Overlord is not using his weapons...

After successfully scaling the rock face and getting out of the canyon (despite a slight stumble from Minerva along the way), the Autobots survey the terrain. A bolt of BlackZarak's Devil Thunder lances past them, allowing them to identify BlackZarak's location from the blast's point of origin, and they split up into two teams to come at the Decepticon from either side.

At the same time, the four former Decepticons—Clouder, Cancer, Wilder and Bullhorn—have gathered elsewhere in the canyon, and are preparing to make their own way towards BlackZarak, approaching the villain from behind. Clouder and Cancer are happy that they have all broken away from the Decepticons and joined the Autobots, but Wilder interrupts him—he might have been betrayed by the Decepticons, and he might be fighting against them, but he's still no Autobot. Bullhorn is on his side, too, but the two older boys admit one thing: they won't let their two friends get into any more trouble on their own.

Meanwhile, Ginrai and Overlord's battle continues to rage, with both opponents exchanging blows and relying only on their physical strength, stamina and wits. Ginrai demands to know why Overlord refuses to use his weapons, but the Decepticon keeps silent and presses his attack. Dodging a punch, Ginrai draws his gun and draws a bead on Overlord, demanding that he do the same. Overlord refuses, insisting that he will only fight with his physical power, to show Ginrai the might of his human flesh. Ginrai is taken aback, remembering that Devil Z sought the destruction of humans because of their innate strength, but Overlord proclaims that he does not share in his emperor's creed. Ginrai suggests postponing the fight until after he has defeated Devil Z, but Overlord refuses, and the battle continues.

Elsewhere, the team of Lightfoot and Road King continue their approach on BlackZarak, but find their way barred by Gilmer and Dauros, sniping at them from a vantage point in the canyon's outcrops. Road King is able to use his speed to get the drop on them and knock them off the cliff, and is then attacked by Blood, but Lightfoot holds him off. At that point, however, Hydra and Buster enter the fray, with little in the way of concern for Blood as they bomb and blast the two Autobot Godmasters. Lightfoot and Road King take cover in a cave, but the Decepticons collapse the entrance, entombing them.

Back with Ginrai and Overlord, the Autobot leader attempts to appeal to his foeman, asking that he ally with the Autobots against Devil Z. Overlord dismisses the request, claiming that he will be the one to decide how he lives his life, and, seeking to end the battle and move on with his mission, Ginrai draws his gun once more. Overlord does not move, willing to take the blast, but Ginrai cannot bring himself to pull the trigger. Thankfully, the decision is suddenly taken out his hands by the arrival of Grand Maximus, who blows Overlord out of the sky. Although hesitant about leaving the battle on this note, Ginrai departs with Grand, and they head in BlackZarak's direction, moving under his radar.

At another location within the canyon, the team consisting of Ranger and the Autobot Headmaster Juniors find a large rock wall blocking their path. They are about to climb it, when suddenly, it explodes into fragments, revealing King Poseidon lurking in wait. As Cab and Shūta tackle the combiner, Blood, Hydra and Buster fly onto the scene, and Cancer and company appear on the cliff overhead. Observing the scene below, the four boys run to combine with their Transtectors, but just as they leap through the air, a bolt of Devil Power strikes their four Transtectors. The boys are hurled to the ground... and their armor and Master-Braces have vanished! Attempting to fathom what has happened to them, the quartet turn to see their Transtectors loom over them... moving... and talking! The Transtectors tell their former owners that they have been reborn as true super-robot lifeforms, and they seize the boys, marching them down into the middle of the battle and bringing the fighting to a halt. Luckily, the tables are turned by the arrival of Ginrai and Grand Maximus, putting the Decepticons on the defensive. Overlord flies in seconds later, but just as things between him and Ginrai are about to start up once more, Devil Z announces that the attacks on America have been completed, and he orders the Decepticons to retreat. Again, Overlord speaks out against his master, but acquiesces at Devil Z's insistence, and the Decepticons pull out, heading for Europe. Ginrai attempts to pursue the villains, but a parting blast of Devil Power holds him back, and the Decepticons make good their escape as Lightfoot and Road King come running up to rejoin their team-mates.


In the episode


English dub changes


(Numbers indicate order of appearance.)

Autobots Decepticons Humans

Human Autobots

Human Decepticons


Continuity errors

  • After not appearing in the previous episode, Clouder is now suddenly with the rest of the Autobots in this one.

Transformers references

  • The recap segment of this episode, before the title card, features a piece of background music from The Headmasters.
  • Overlord's insistence on using his physical strength to battle Ginrai as a means of proving his power as a human is a furtheration of the sub-plot begun in "Crisis! The Day of the Downfall of Humanity", which involves Giga being unwilling to accept Devil Z's desire to destroy Mankind.


Title screens

Title Cards

Title Sequences








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