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Darkness Rising, Part 3 is the third episode of the first season of Transformers: Prime, and of the third part of the Darkness Rising mini-series.


Optimus Prime and Ratchet investigate Megatron's latest activities while Starscream tells Soundwave to kidnap Agent Fowler in order to find the location of the Autobot Base. Bulkhead attempts to rescue Fowler, with Miko tagging along for the mission.


The three kids and their Autobot guardians head back to the Autobot base, where Ratchet is being attacked by a piece of animated equipment. Optimus Prime deals with it, but now suspects that both it and Cliffjumper were vivified by Dark Energon.

Megatron, now powered up by the Dark Energon, has decided his next move and leaves the Decepticon ship in Starscream's hands. Starscream thinks Megatron's gone a bit loopy, and he orders Soundwave to increase surveillance.

Optimus has realized Megatron's plan to create an undead army. As the rest of the Autobots arrive, Optimus announces he's going on a mission with Ratchet, who doesn't take kindly to Arcee's suggestion he may be a little rusty. Leaving Arcee in charge, the pair bridge out. Arcee immediately puts Bulkhead in charge and goes out on patrol with Bumblebee. Miko attempts to organize an impromptu band practice, but while she's belting out an electric guitar solo, the proximity alert goes off. The kids hide behind Bulkhead as Agent Fowler walks in to complain about the energon mine explosion. Unfortunately, Miko's guitar gives them away, and Fowler announces he's taking them into federal custody, but Bulkhead puts his foot down, and Fowler storms out.

In a remote region, Prime explains to Ratchet that they're looking for the remains of an old Transformer battlefield, from the period in the war when energon started being hidden on other planets.

As Fowler flies from the Autobot base in his copter, he radios in a report, which is intercepted by Soundwave. Starscream orders Fowler captured, so Soundwave sends out Laserbeak. The Deployer catches up with Fowler, who engages in some deft maneuvers to try and avoid it, and even gets some shots off before it slices the tail off his copter and abducts him.

Fowler's distress call is picked up at the Autobot base. Though Bulkhead is reluctant to help, the others point out Fowler knows the location of the base. Raf sets about hacking into a federal computer so they can locate Fowler. Bulkhead leaves Jack in charge and heads out. Bulkhead finds himself near the Decepticon ship, but is surprised when Miko pops up next to him. After dealing with a Decepticon sentry, he contacts Arcee. Back at base, Jack and Raf have realized Miko is gone, and they use the ground bridge to follow. Unfortunately, this leaves the base unmanned when Arcee rings in to get use of the ground bridge. Jack and Raf arrive at Bulkhead's location and immediately manage to attract the attention of the Decepticon drones on guard.

Starscream interrogates Fowler without much success, so he resorts to getting out the energon prod.

Meanwhile, Optimus and Ratchet reach the Transformer graveyard they've been seeking. Unfortunately, so does Megatron, who uses a chunk of Dark Energon to raise an army of Terrorcons.

Cast and Characters[]

Actor Character
Peter Cullen Optimus Prime
Frank Welker Megatron
Steve Blum Starscream
Trooper Sentry
Jeffrey Combs Ratchet
Sumalee Montano Arcee
Kevin Michael Richardson Bulkhead
Tania Gunadi Miko Nakadai
Ernie Hudson Agent William "Bill" Fowler
Josh Keaton Jack Darby
Andy Pessoa Raf Esquivel
Non-speaking roles



- Ratchet about his things being broken and giving the fans something to remember him by.

Starscream: I fear that when our master reached for the stars, he came down with a touch of... space madness.

- Starscream, ever ready to undermine Megatron.

Arcee: Besides, Ratchet hasn't been in the field since the war.

Ratchet: My pistons may be rusty, but my hearing is sharp as ever!

- Arcee and Ratchet.

Miko: Do I look like I do country? Just cover yourself in fake blood and jump around screaming.

- Miko on her music.


  • This episode resolves some of the continuity issues with Dark Energon seemingly brought up in the previous episode. Both Optimus and Ratchet know of its existence and even the rumor that it brings the dead back to life. Supplies of it were just so scarce as to be non-existent, hence their inexperience with it.
    • However, it does create another continuity problem, as Megatron (and Starscream, for that matter) have both had Dark Energon in their systems before. Not only that, once Cybertronians have had Dark Energon in their system, they will die without it (As proved by Shockwave'sexperiments in Exodus), so how did Megatron survive the withdrawal? Or perhaps he always had Dark Energon in his system, but then what was the point of inserting it into his Spark chamber? Regardless, Starscream's "worry" about Megatron not knowing what it would do was completely inaccurate.

Transformers references[]

  • Ratchet states that his pistons may be rusty but his hearing is sharp as ever is a reference to Transformers: Animated.
  • Bulkhead has a compartment similar to his Animated incarnation, but higher up on his chest. Objects end up there when he transforms from vehicle mode.
  • The concepts of the Transformers seeding energon on Earth and having had wars there in the distant past before have turned up in recent fiction, IDW's comics and Revenge of the Fallen. The latter was also in an '80s Ladybird Book, "Galvatron's Air Attack".


  • When Megatron turns around and orders Starscream to await his command, his fusion cannon disappears.
  • The speakers for Miko's band practice appear spontaneously without any indication of their existence.
  • Raf fixes the Nemesis at latitude 39.5 and longitude 116.9, which corresponds to a location roughly halfway between Beijing and the Chinese coast. Perhaps he meant longitude -116.9, which would put the Nemesis somewhere near the center of Nevada, which definitely works out with the fact that Arcee and Bumblebee are able to drive to the ship in the next episode.
  • While on their way back to the base, Jack had his helmet on while riding Arcee. Upon their arrival at the base, his helmet is nowhere to be seen.


  • The IDW adaptation of the story, Transformers Prime: Darkness Falls, specifies that the Terrorcon battle takes place in the Grand Canyon, as does Titan's Transformers: Primecomic. Meanwhile, Bantam Books' prose adaption Megatron Returns dubs the area the Lost Valley, while LB Kids' storybook version Autobots versus Zombies doesn't give it a name at all.
  • In an amusing show of cultural differences, Bulkhead tries to order Miko to look away before tearing out a Vehicon's internals (presumably to spare her the sight of the carnage). Miko has no problem with it, only seeing a hunk of metal and a bunch of wires.
  • Bulkhead was actually going to leave Fowler in Decepticon hands because he didn't like him. What a jerk!
  • Twelve-year-old Raf can hack into the United States government's computer network and track down federal agents with his own computer. What national security?
  • Check out where Starscream sticks Fowler with the energon prod. Ouch!


Main Article: Darkness Rising, Part 3 Gallery

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