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Japanese title: "Fight or Death?!"
In space, Cyclonus and Scourge are pursuing Air Raid. Following him into an asteroid field, the two Decepticons are surprised to see the other Aerialbots. In the firefight, Scourge is damaged, so Cyclonus argues that they charge them. However, the Aerialbots form Superion and do further damage to the Decepticons. Cyclonus spots a vortex and decides to take refuge in it. Once they've passed through, they find a planet that looks similar to Cybertron during the Golden Age. Further analysis is discontinued, however, as they crash hard.
Nursed back to health by the natives, the Decepticons discover that the planet, called Paradron, is inhabited by Autobots. Native Sandstorm greets the two Decepticons, explaining their pacifistic ways, but Cyclonus and Scourge get a little too much energon, of which the planet has an unlimited supply. Contacting Chaar, they inform Galvatron of the discovery. Sandstorm calls an assembly, warning the populace that Cyclonus and Scourge are dangerous, but the others ignore his warnings. Soon enough, the Decepticons arrive and declare the planet a part of the Decepticon Empire. Naturally, the Paradrons don't agree with that, one claiming outright that the planet is a democracy. Galvatron shoots the dissenter.
Taken to a prison, Sandstorm manages to escape, but Brawl and Razorclaw follow him. They knock him off a bridge, but Sandstorm flies away and manages to lose the two Decepticons. Heading for a long-abandoned spaceship, Sandstorm manages to power it up and take off, narrowly avoiding Divebomb.
Making contact with the Autobots, Sandstorm explains that his ancestors left Cybertron during the fourth great war to escape the violence. The Autobots, knowing that they can't let the Decepticons have Paradron's energon, head for the planet. By now, the Decepticons have dug in and are using the Paradrons as slave labor. Detecting the Autobot ship, the Decepticons destroy the Autobots—or so they think, as the Autobots actually used the ship as a decoy. Ultra Magnus takes a team to secure the energon, while Rodimus Prime takes Springer, Sandstorm, and Sky Lynx to rescue the prisoners.
Breaking through the prison defenses, the Autobots present the Paradrons with weapons, but the latter are reluctant to fight. Sandstorm claims that their forefathers would fight as well. The Autobot leader gives them a simpler choice: fight or flee. Reluctantly, the Paradrons take up arms.
Unfortunately, the Decepticons' control over the planet is too firm. Unwilling to let them have Paradron, Rodimus orders Ultra Magnus to destroy the energon core, which will destroy the planet. Sandstorm objects at first, but agrees to the plan when he learns that the Paradrons can live on Cybertron. Using escape pods, the Paradrons flee the planet, while Magnus and Sandstorm head for the core. Planting a time bomb, the two Autobots hightail it out of there. Galvatron sneers at their cowardice, then remembers that Magnus is anything but a coward. Realizing that something is wrong, Galvatron orders the Decepticons to abandon the planet.
Original airdate: October 15, 1986
Production number: 700-106
(Numbers indicate order of appearance.)
"So, why aren't they trying to blow us away?"
"Perhaps because they aren't armed."
"Have I got the wrong idea or are these guys a bunch of wimps?"
"Yes, they appear to be wimps."
- —Scourge and Cyclonus meet the Paradrons
"Before a society can move forward, everyone must agree on the rules. Now kneel!"
- —Come, sons of Paradron, kneel before
"I-is there something wrong with his timing program?"
- —Sandstorm, asking the question we're all thinking about Blurr.
"I've never seen anything this beautiful in the entire galaxy... All right, give me the bomb."
- —Ultra Magnus with one of the greatest lines in the universe.
"Run you Autobot cowards! Hhh... but he isn't a coward... Something's wrong here!"
- —Galvatron mocks Ultra Magnus, then realizes they're in deep slag.
"It's as beautiful in death as it was in life."
"Well, no need to get all mushy. Cybertron's a better place anyway — not so perfect."
- —A solemn Sandstorm witnessing the destruction of his home while Rodimus Prime callously mocks him for it. Jerk.
Animation and/or technical glitches
- When Scourge delivers his lines "The same goes for me..." as Cyclonus finishes drinking from the Energon fountain, Cyclonus has Sandstorm's color scheme. Sandstorm himself is also colored entirely orange during this moment.
- When Soundwave notifies Galvatron of an incoming message, he not only speaks in Shrapnel's voice, but with his speech pattern.
- Shortly afterwards, as Cyclonus draws his weapon and notes that the Paradronians are not armed, the Decepticon brand usually seen on his chest is missing.
- When Cyclonus and Scourge plot against the Paradronians during Sandstorm's assembly, Scourge is drawn way shorter than Cyclonus.
- When Razorclaw and Brawl land in the gorge to hunt down Sandstorm, both of their color schemes show areas of white where there should be black.
- When the Autobots are meeting on Paradron's moon, Ironhide and Ratchet are seen among the group looking at Rodimus Prime. How the hell did they get better?
- Bruticus is shown as being only a few feet taller than Galvatron.
- Oddly enough, when Rodimus gives the ultimatum for the Paradronians to "Fight or flee!", (after the first slave acquires a gun) the slaves kneel to pick up weapons off of the floor that aren't even there, making it appear as if they're plucking weapons from thin air. What?
- Long Haul's bizarre blue-and-orange alternate color scheme, previously seen in "Five Faces of Darkness, Part 4", returns in a few shots during this episode.
- Although this episode gives Sandstorm's origin, he first appeared in Starscream's Ghost. Gee, that's never happened before. Wonder why? Having said that, the episode features none of the traditional season 3 stock music used in surrounding episodes, possibly implying that it was actually to have been animated earlier in the season.
- When contacting Chaar, only Soundwave and a Constructicon are shown, yet the voice that speaks is clearly Shrapnel. He even uses Shrapnel's unique repetition of dialogue, dialogue.
- Bruticus talks like Cyclonus in this episode, and additionally, is noticeably eloquent compared to past appearances.
- Despite being banished by Galvatron earlier, Blitzwing can be seen among Galvatron's troops when he orders them to make the slaves work faster.
- Brawl is shown helping Headstrong man a large gun at the same time as Bruticus is with Galvatron. After the gun battery fires, Bruticus points out how impressive the weapon is. Galvatron then remarks to Bruticus that "subtlety is lost on the Predacons", implying that Predacons were the only ones manning the guns. This might mean there was an animation error, as Brawl's voice in the gun battery scenes doesn't match his normal voice. Its likely Rampage or Tantrum were supposed to be present instead of Brawl.
- Sandstorm claims his ancestors left during the fourth great war. According to "Five Faces of Darkness, Part 4," the current war is the third.
- Paradron would appear in Dreamwave's Micromaster comics and be the location of an important plot device.
- Apparently, Rodimus Prime is willing to destroy a whole planet rather let the Decepticons have it. And people wonder why everyone else prefers Optimus Prime. — Another reason to have Optimus brought back. Of course, denying the Decepticons a vast supply of energon is a smarter tactical move than abandoning Earth to them because of a rigged fight or smear campaign...
- It also appears that Divebomb has the same 'hidden camera' gimmick in his beast mode's forehead as Laserbeak.
- This episode marks the first appearance of Sandstorm.
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