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Get away from me, you GLITCH!

Marvel U.S. > Issue #65
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Marvel UK > Issue #290–293
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In space, no one can hear you transform.


And so, the true history of the Matrix after it left Earth in Prime's body unfolds. Crash landing on a barren moon, the Matrix lies inactive until a Kevorkian-droid crashes nearby as well, on the edge of death. Revitalized, the mechanoid who once brought death only to the terminally ill becomes willing and able to take all life in its path. The Matrix maintains a psychic link with the Deathbringer after it departs, and experiences new sensations through the being, such as pain, terror, and evil. It becomes... curious.

Next, a small and parasitic creature crawls into Prime's dead chest and is exposed to the Matrix's power. Recognizing the creature as a predator that kills victims which are neither food nor enemy, the Matrix becomes fascinated by the nature of evil. To experiment with more sensations, it recreates the creature into a larger and more deadly form, something that curious scientists from the VsQs research station learn to their eternal lament.


Cut to the present. The Classic Pretenders are exploring what remains of the VsQs exploration habitat. As Bumblebee uncovers the survey logs, which end abruptly after the first encounter with Prime's funeral barge and the Matrix-spawn, Grimlock returns from exploring the ruins. He's found the research team... what's left of them. While the Autobots are pondering their options, Thunderwing suddenly crashes through the window, demanding they hand over the Matrix to him.

Back at Thunderwing's ship, Ruckus is monologuing to himself about how unfair it is that he's stuck on guard duty. He contends (to himself, still) that being backhanded across the room by Thunderwing should've been punishment enough. Little does he realize that his impact shook loose a circuit, sending an electrical surge through the mind leech technology holding the Headmaster prisoners in stasis.

In the research station, Jazz makes a vain attempt to reason with Thunderwing before he crushes Bumblebee's neck, but Grimlock just hauls off and slugs him. As Thunderwing's Decepticon warriors join the fight, Windsweeper sees how outnumbered the Autobots are and decides to just hang back in the shadows and let the other 'Cons do the work. This strategy works pretty well until the Matrix-spawn grabs him from behind with its tail and begins pulling him up to the rafters.

Meanwhile, off the coast of England, a shadowy figure dressed all in purple, and with only one eye, emerges from the waters. But WHO could it be...?

On VsQs, the Decepticons notice Windsweeper is missing, and spot the creature about ready to devour him. Needlenose draws a bead on the Matrix-spawn to kill it and save his comrade, but Thunderwing shoves him out of the way when he recognizes the Matrix energy dripping from the creature. Afraid of being separated from its vessel, the Matrix bids it to retreat. Thunderwing takes off in hot pursuit, leaving some very chagrined Deception troopers wondering just how far gone their leader is.

As the Pretenders regroup, they realize the moon's heavy gravity is beginning to have an effect on them; it seems they had been burning extra energon over the last few hours to compensate, which only means that now they're low on fuel reserves. Chasing after the creature as best they can, the Autobots are caught between Thunderwing and the Matrix-spawn as they battle for the right to possess the Matrix. Bumblebee, all-but dry of energy, reaches slowly towards the Matrix as their enemies fight to the death and...

Cut to the Ark. The Classic Pretenders' shuttle is coming in for a smooth landing, and Optimus Prime eagerly goes to meet the conquering heroes and reclaim their prize. The laugh's on him though, as Thunderwing steps forth from the shuttle wielding the power of the Matrix as his own.


Script: Simon Furman
Art: Geoff Senior
Colors: Nelson Yomtov
Lettering: Jim Massara

  • Originally published: April, 1990

Major characters

(Numbers indicate order of appearance.)

Autobots Decepticons Others


  • None yet identified.

Items of note

  • Part 4 of the Matrix Quest
  • This is the first fictional mention of Prima, Prime Nova, and Sentinel Prime, although Prima and Sentinel Prime were previously depicted in U.S. #61 and U.K. #150, respectively, as unnamed characters.
  • Though it isn't confirmed until later, the Classic Pretenders all lose their shells as of this issue.
  • The assorted creatures in this story are obviously inspired in part by the critters from the Alien film series, particularly the "facehugger". Given that, the name of the moon, "VsQs", may be an homage to PFC Vasquez from Aliens, and the name of the planet it orbits, "Cameron", is certainly an homage to James Cameron, the director of that film.
  • Transformers Universe profiles for Spinister and Windsweeper are found after the main story.


  • The Deathbringer story the Matrix references occurred in UK #235–236, making it one of the biggest references to the UK comic ever made by the U.S. comic.


They're actually both looking for characterization.
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Specifics: UK covers
  • U.S. cover: Grimlock attacked by the alien by Bill Sienkiwicz
  • UK issue 290 cover: Optimus Prime's corpse by Stewart Johnson
  • UK issue 291 cover: Bumblebee about to be attacked by the alien by Stewart Johnson
  • UK issue 292 cover: Windsweeper attacked by the alien by Stewart Johnson
  • UK issue 293 cover: Thunderwing with the Matrix by Stewart Johnson

290 cover

291 cover

292 cover

293 cover


  • None yet identified.