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Darkness Rising, Part 5 is the fifth episode of Season One of Transformers: Prime, and the fifth and final part of the Darkness Rising mini-series.


With the Decepticons completing their Space Bridge to Cybertron, Optimus Prime and the Autobots race to stop Megatron from opening the Bridge and bringing an army of zombies from Cybertron to Earth.


Optimus Prime imagines what will happen if Megatron uses the Dark Energon to raise an army of Terrorcons on Cybertron and brings them to conquer Earth.

Jack arrives at KO Burger and encounters Arcee, who muses that her recent loss of a friend makes it hard for her to say goodbye to him. The Autobots have pinpointed Megatron's Space Bridge in Earth orbit and must use the Ground Bridge to reach it, despite the risks this poses. Arcee and Jack arrive back in time for Arcee to join the mission, and Optimus leads the team (minus Ratchet) through the bridge. They land on the Space Bridge terminal and look up to see the Decepticon ship moving into position. Megatron observes their presence, but Starscream says that Soundwave is locking on to Cybertron's coordinates.

As the Autobots assume attack positions, Arcee notes that the Decepticons haven't done anything. Optimus scans the ship, and learns that Bulkhead damaged its interstellar navigation dish during Agent Fowler's rescue. Since a target as far as Cybertron needs pinpoint accuracy, the Decepticons will be unable to use it to aim the Space Bridge without an alternate targeting system. Raf reasons that the Decepticons may be using the Giant Sized Array radio telescope in Texas, but Fowler is still too out of it to alert the array staff to the danger. Raf attempts to hack in, but the array's firewalls are too good. Jack thinks they should go on site, and they talk Optimus into letting them do it.

Meanwhile, Megatron sends out the Decepticon forces to attack the Autobots. Battle commences.

The kids Ground Bridge to the array and sneak in. In a small, unused room, Raf finds a computer and determines that the Decepticons have also hacked in, but takes the opportunity to download their Space Bridge plans onto his flash drive. Little do the kids know that Soundwave is in the very next room, plugged into the computer system as well. He aligns the array, which sets the Space Bridge ready to use, but Raf promptly realigns it. Responding to Starscream's requests to know what's going on, Soundwave taps into the installation's security systems and locates the three kids. While the kids are discussing what the Decepticons could do, Soundwave's tentacle slithers into the room behind them and attacks. As it goes after Raf, Miko grabs an axe and strikes at it. She hits the tentacle with a clang, but the tentacle then strikes her backward before picking up the axe itself. Though the kids believe it's about to attack them with the weapon, the tentacle withdraws. The kids run to the next room, where they found Soundwave has realigned the dishes and used the axe to cut the hard line, making it impossible to undo his work. Miko then takes a cell phone photo of Soundwave. Before Soundwave leaves, he takes a photo of them.

Starscream activates the Space Bridge, and Megatron physically throws a huge chunk of Dark Energon through. The Dark Energon strikes Cybertron, swiftly covering the planet and turning millions of dead Transformers into millions of Terrorcons. Optimus realizes that the only course of action left to them is to destroy the Space Bridge. Raf supplies the specs he downloaded earlier, and Ratchet sets about working out a way to do so with Raf's help. As Optimus faces Megatron, Bulkhead, Arcee and Bumblebee go to implement some sabotage.

Megatron manages to defeat Prime, but as he raises his sword, Starscream alerts him to the actions of the other Autobots. Optimus takes advantage of the momentary distraction to block Megatron's killing blow, and blast him away, but the Decepticon leader transforms and flies off to find Prime's team. Arcee's team has succeeded in rigging the Space Bridge to blow when Megatron attacks and blasts her off into space. The Autobots jump into the Ground Bridge, Bumblebee collecting Arcee on the way. Seeing the potential damage the exploding Space Bridge would cause Starscream decides to pull the ship back, imploring Megatron to do the same. Overcome with regret over the loss of his army of Terrorcons as they begin to come through, the Space Bridge explodes in Megatron's face.

A short distance away in the ship, Starscream notes that Megatron's spark is now extinguished and all will hail him. The Autobots make it back to their base. Though Arcee's in bad shape, she makes it out alright. Optimus announces that there's totally no way Megatron could have survived the Space Bridge explosion. Fowler thanks the Autobots for saving him, then leaves. Optimus gives a big speech and sends a signal into space to let the galaxy know that Earth is defended by the Autobots.

Cast and Characters[]

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


Ratchet: Optimus if you leave me stranded on a planet teeming with humans, I will never forgive you.

- Ratchet to Optimus.

Megatron: Optimus Prime never disappoints. Unlike YOU, Starscream!

- Megatron, burning a disappointing Starscream.

Starscream: Surely, Lord Megatron, the Autobots are up to something.

Megatron: Really, Starscream?

- Starscream observes the Autobots and Megatron lays on the sarcasm.

Optimus: I hold no illusions of engaging your army, Megatron. But I might derail its objective... by removing its head.

- Optimus to Megatron.

Optimus Prime: One shall stand, one shall fall.

- Optimus Prime referencing his G1 movie quote.

Megatron: Ah... misdirection, Optimus. You would have made a fine Decepticon!

(Megatron brings his sword down, but Optimus blocks it)

Optimus Prime: I chose my side.

- Megatron and Optimus Prime carry on an old disagreement.

Megatron: Starscream! Where is my ship?!

Starscream: We would never make it, Lord Megatron! Don't be a fool! Take flight and retreat!

- Starscream urgently yet fruitlessly tries to get Megatron to flee the detonating space bridge.

Starscream: Decepticons, it is with deep sorrow that I note for the log... Megatron's spark... has been extinguished. All. Hail. Starscream.

- Starscream praises himself as leader.

Optimus Prime: Without a means of leaving this world, we Autobots take strength in the bonds we have forged with our three young friends - true warriors. If not in body, then in spirit. My name is Optimus Prime, and I send this message. Though we did not choose to be of Earth, it would seem that we are here to stay. If you approach this planet with hostile intent, know this: We will defend ourselves. We will defend humanity. We will defend....our home.

- Optimus Prime ending the episode.


Main Article: Darkness Rising, Part 5 (Transcript)




Continuity notes[]

  • The Decepticons are unable to simply warp to Cybertron thanks to Bulkhead ripping off a vital piece of equipment in the previous episode.

Transformers references[]

  • There are two references which are directly related to the 1986 animated movie. First Ratchet says, "Then by all means, let us light our darkest hour." Later, Optimus exchanges with Megatron: "One shall stand, one shall fall."
  • Optimus's Energon blade and Megatron's hidden fusion cannon blade are references to their movie counterparts.
  • Optimus's speech at the end is similar to the ones Movie Optimus gives at the end of the live-action movies.

Real-world references[]

  • Miko tries to use an axe on Soundwave's tentacle, which is the same tactic Tom Cruise's character tries on the Tripod tentacle in Steven Spielberg's War of the Worlds. Of course, both attempts fail.
  • Miko refers to space as "the final frontier". "Space. The final frontier" is the first line of the opening credits of several Star Trek TV shows. Prime show developers Alex Kurtzman and Roberto Orci are also the screenwriters of the current Star Trek movies.
  • Megatron, when he rises out of the Decepticon ship with the boulder of Dark Energon on his back, is clearly meant to evoke the classic Atlas pose.
  • The shot of Megatron reaching out to a Terrorcon before the space bridge implosion is reminiscent of Michelangelo's The Creation of Adam.


  • Winged versions of the Vehicons make their appearance here.
  • When the kids arrive at the radio array, they note that the place seems deserted. A brief shadowy glimpse of a human slumped against the wall suggests that, like Blackout, Soundwave isn't keen on leaving survivors or witnesses.
  • When Starscream tries to convince Megatron to retreat, there is a surprising tone of concern in his voice. Either that, or he's a much better actor than certain other Starscreams. More probably the latter, as he is clearly seen grinning moments before while telling Megatron that the Nemesis would never make it to the space bridge.
  • The space battle was an idea Roberto Orci and Alex Kurtzman had for the live-action film series but couldn't incorporate.
  • The Terrorcons are able to leave Cybertron and pass through the space bridge despite the fact that it's in space. Even accounting for the fact that Decepticon corpses might have flight capabilities, it seems unlikely that every Terrorcon would.
  • A short video showing a rehearsal or an earlier take of the confrontation between Optimus Prime and Megatron was screened at both BotCon 2010 and San Diego Comic-Con2010. The dialogue was somewhat different, with Optimus referring to a battle on Mila Nellus when ordering the Autobots away, and lacking the "One shall stand, one shall fall" exchange. Instead, it had Megatron shouting Optimus's name in a rather exaggerated manner.
  • Adaptations of this episode include a prose version as part of Megatron Returns and a screen-capture-style comic as part of Darkness Falls.


Main Article: Darkness Rising, Part 5 Gallery