Megatron Rising Megatron descends

I'm here to take the AllSpark and kick some skidplate - and I can't seem to find the AllSpark.

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The Autobots are beaten down by the Decepticon invasion, but still must rally to prevent the All Spark from falling into their clutches.

German title: "Megatrons Auferstehung, Teil 2" ("Megatron's Resurrection, Part 2")
Japanese title: "Megatron's Resurrection - Part 2" (メガトロンの復活 パート2 Megatron no Fukukatsu - Part 2)
Polish title: ""Powrót Megartona, część 2" ("The retrun of Megatron, part 2")



Oh, it is so on.

As Megatron descends to ground level, Optimus, Prowl and Bulkhead look on in disbelief. As he lands, Bulkhead takes point, launching his wrecking ball, but Megatron calmly slices it off before backhanding Bulkhead into a nearby building. Prowl then attacks, but his throwing stars are easily deflected, and he finds himself on the defensive, dodging Megatron's swords. Taking cover behind a bridge support, he manages to avoid them, but Megatron's attacks destroy it, and two children are nearly crushed under the falling rubble, saved only by Optimus borrowing "a move from the Bumblebee play book", using a combination of his wheels and ax to dash forward and snatch the children up. Meanwhile, Prowl is pinned under Megatron's foot, and the Decepticon draws a sword, ready to take revenge for Prowl slicing off the remains of his arm fifty years ago. Optimus saves Prowl by using a combination of his grappler and ax to knock the sword from Megatron's grasp. The two leaders face off, but Megatron simply blocks Prime's blow and kicks him away. As Megatron reaches for his dropped sword, Optimus launches a grappler, tripping him. Megatron follows up by snapping the grappler's line and using it to swing Optimus into the side of a building.


Megatron punishes Starscream for betrayal and goes against everything natural to Transformers lore.

In the tower, Blitzwing wants to join the fight, but Lugnut won't allow him to interfere in Megatron's business. As the two Decepticons argue, Dr. Sumdac tries to make a break for it, only to be blocked by Blitzwing. Meanwhile, Starscream holds a struggling Bumblebee while watching Optimus and Megatron battle, trying to decide whom he'll gain more from by helping, the Autobot or his would-be leader. On the ground, Optimus is taking a beating but says he will never reveal the AllSpark's location. Unfortunately, Megatron simply plans to use the Key to track down the AllSpark. Punching Prime hard enough to send him skidding across the tarmac, Megatron calls out to his loyal Decepticons. Lugnut and Blitzwing immediately respond, and Starscream casually comments on his decision being made for him and throws Bumblebee away. As Lugnut prostrates himself, Starscream drops down on his head, ready to renew his tenure as Second in Command. Megatron comments on the appropriateness of Starscream's presence, takes aim on the Autobots...then quickly jams the Key into Starscream's chest, seemingly draining him of life. Dropping the offline traitor, Megatron asks if there are any other dissenters. Getting a negative response, he turns back to the Autobots, only to discover they've used the distraction to escape. Blitzwing wants to chase after them, but Megatron believes the AllSpark takes priority. At his command the Decepticons transform and roll—er, rise up, tracking their prize.

Isaac rushes outside to find the Autobots badly damaged, and confesses to them that he had rebuilt Megatron. Bulkhead and Prowl seem angry, but Prime decides they have more urgent problems to worry about: they were outclassed by the Decepticons even when in perfect operating condition, and now no longer can rely on Sari's Key to repair them. Isaac suspects that there may be enough residual radiation from the Key left in his lab machinery to repair the Autobots, and they give his idea a try.

Ratchet, working to get the submerged Teletran-1 flight-ready, sends out a security scan which detects the approach of Blackarachnia and Sari. Apparently the girl's sympathy from the previous episode was a ruse: she had been deliberately leading Blackarachnia in circles on the ice to waste time, and also had assumed the half-organic creature would not be able to stay underwater for long—a guess confirmed to be true by an outraged Blackarachnia, who becomes very threatening to Sari. Before the situation can get uglier, Ratchet surfaces the ship through the ice beneath them, rescuing Sari and catapulting Blackarachnia helplessly through the sky. Sari's gratitude at being rescued quickly fades when she finds out that despite "all that crud" about responsible handling, Ratchet lost the Key.

Back at Sumdac Tower, the Autobots are more or less repaired by the leftover energy in the lab machines. Knowing they are still sore at him, Optimus apologizes for his earlier bad attitude and asks them to repair their friendships as well. Sumdac is still feeling guilty about rebuilding Megatron and offers his assistance, though the Autobots are skeptical—both of his loyalty and of what a mere human could offer them. Before they can decide, Ratchet and Sari arrive in the Autobots' ship. The Autobots board the ship, which by now has come under heavy bombardment from the Decepticons.

Megatron Rising 2 Autobots assemble

"Avengers, assemble!"

The Autobots attempt to fly the ship into space, drawing the Decepticons away from Earth's civilians—but some well-aimed missiles wreck the ship's vital systems and that idea along with it. The vessel crashes into the side of the volcanic cone on Dinobot Island. The Autobots gear up for what will surely be a climactic battle; Prime states he is proud to have his current team by his side, while Bumblebee says he'd just as happily have the Elite Guard. The Decepticons close in for their attack, and the Autobots use some of their tactics learned throughout the series to throw them off-balance: Ratchet and Bumblebee combine powers to generate an electromagnetic pulse that temporarily disables Blitzwing, and Bulkhead uses his sheer... Bulkheadness... to force Lugnut to crash. Back on the ship, Isaac is trying to jerry-rig a weapon to use against Megatron; recognizing that they might not survive, he tries to tell Sari something that had been a secret, but instead of listening she rushes off to ask the AllSpark to give her more power so she can help her friends. She asks it why she had been chosen in the first place, but doesn't understand its cryptic "charades" answer.

Megatron Rising 2 All Spark Megs boom

Oh, this is gonna hurt...

Unable to match the Decepticons in sheer power, the Autobots manage to prevail by using their own teamwork and playing off the Decepticons' weaknesses—thanks to some clever 'bot tactics, the schizoid Blitzwing and overly talkative Lugnut are basically encouraged to defeat themselves. But Megatron has no apparent weaknesses, except perhaps being cluttered with little shards of Optimus Prime after he finishes beating on the Autobot. Their one-sided fight carries them into the hold of the ship, where Megatron succeeds in acquiring the AllSpark. Before he can celebrate, he is temporarily downed by Isaac, who knows enough about Megatron's circuitry to disable his equilibrium sensors—but although he drops the Key in his stumble, the tyrant isn't down for long. Megatron is about to finish Prime, when Sari hurls Prime the Key and he jams it into the AllSpark's spherical casing, cracking it open. A destabilized Megatron flees the ship before the AllSpark explodes inside his chest, dispersing its energy throughout the atmosphere.

The Key is now the single most powerful Cybertronian artifact, and too important to be entrusted to the care of an Autobot—so Prime returns it to Sari, who uses it to repair all her friends as usual. Megatron still functions and has plans for his new prisoner, Isaac Sumdac.


Featured characters

(Numbers indicate order of appearance.)

Autobots Decepticons Humans


"Don't think I've forgotten how you sliced off this arm. I've been waiting all these fifty stellar cycles to pay you back!"

Megatron is a glutton for revenge, as he intends to prove to Prowl.

Hothead Blitzwing: Autobot scum! I vill help Megatron crush ze enemy!
Lugnut: Megatron did not ask for help.
Hothead Blitzwing: Release me at once, you overgrown oil leaker!
Icy Blitzwing: I advise you remain vhere you are, Professor Sumdac. Now put your hands over your head.

Starscream: I am ready to serve as your ever faithful second-in-command.
Megatron: Ah, Starscream. How fitting to have you by my side as I finally take my revenge on the one responsible for my fifty stellar cycles of helplessness and humiliation.
[Megatron aims the fusion cannon at Optimus, powers it up, then suddenly in a move a certain classic evil genius would be proud of shoves the Key into Starscream, causing him to go offline]
Megatron: Does anyone else have a problem with my leadership?
Random Blitzwing: Uh, no, ve're fine.
Lugnut: NEVER!
Megatron: Now then, where were we? Huh?
[Megatron notices that the Autobots have disappeared]
Hothead Blitzwing: After zem!

—Megatron kills Starscream, reestablishes the pecking order, and causes Random Blitzwing to go an entire scene without cackling hysterically.

[About Blackarachnia]
Sari: I was keeping her distracted. You believe me, right?
Ratchet: Right now I'm more concerned with the others.
Sari: No problem, we'll just fix 'em up. I mean, it's not like you lost my key or anything... [Ratchet looks away]
Sari: You lost my key!?
"Technically I lost my hand, your key just happened to be in it."

Ratchet making a poor attempt to cover him losing the key.

"Decepticons, transform and rise up!"

Megatron coins his own version of "Transform, and roll out!".

Isaac: Oh dear, this is all my fault!
Sari: What? It's not like you built Megatron in your lab or anything.
[Isaac Sumdac looks away and uncomfortably taps his fingers]
Ratchet: On the bright side, now I don't feel so bad about losing your Key.

—One of several awkward moments in this episode for Isaac Sumdac.

"If we go down, we go down fighting. Together. And I can't think of a better band of Autobots I'd be prouder to fight alongside."
"Not even the Cybertron Elite Guard? Because I sure wouldn't mind having them here now."

Optimus Prime prepares to fight and die while Bumblebee would rather fight and live.

Ratchet: Kid! Eletromagnetic pulse!
[Bumblebee and Ratchet fire their weapons at Blitzwing, shutting most of his servos down . . . bar his mouth.]
Icy Blitzwing: Curious. My electrical systems have gone offline. Vhich means . . .

—Blitzwing, Blitzwing, Blitzwing. And I mean all of you.

Bumblebee: I thought we saw him crash down somewhere over shore.
Random Blitzwing: [In tank mode] Ze only one going down is you! Whoo-ee! I'll try it in ze air! [Transforms to jet mode]

Bumblebee: So what do we do now? Wait for him to turn back into a tank and crash like last time?
Ratchet: Nobody gets that lucky twice.
Prowl: Perhaps we can make our own luck. I've noticed a connection between Blitzwing's multiple personalities and his vehicle modes. We can use that weakness against him...but it will require using Bumblebee's greatest strength.
Bumblebee: What, my stingers? My turbo-speed?
Prowl: Your obnoxious personality.

—Prowl nails friend and foe alike with ninja precision.

Megatron Rising 2 Blitzwing tank crash

Curiously enough, the only thing that went through the mind of the tank as it fell was "Oh slag, not again". Many people have speculated that if we knew exactly why the tank had thought that, we would know a lot more about the nature of the universe than we do now.

Bumblebee: Hey, Blitzbrain! Is that your jet mode, or did your pal Lugnut dump out some spare parts? ...How come you have three faces? Couldn't decide which was the ugliest? ...And who uses ice as a weapon? What are you? A refrigerator?
Hothead Blitzwing: YOU VANT HEAT?! I'LL GIVE YOU MORE ZAN YOU CAN HANDLE! [Transforms to tank mode and promptly falls out of the sky] OH SLAG, NOT AGAIN!—
[Crashes through ice into the lake]

— Hothead Blitzwing is his own worst enemy.

"You all fought like Autobots! I can't tell you how proud I am of each and every one of you."
"Go on, tell us. We can take it!"

Optimus Prime praises the Autobots while Bumblebee showcases his recently discussed "greatest strength".

"I trust you are comfortable in your chair!"

Megatron to Isaac Sumdac. The choice of furniture was destined to come back to haunt him.


  • In the Japanese version, it was aired as the fifteenth episode.

Continuity errors

  • At the end of the last episode, Megatron grabbed Professor Sumdac as he was being rebuilt. He apparently put him back down through, as we see that at the start of this episode Sumdac is still in the lab being guarded by Blitzwing and Lugnut. Who then, upon being called by Megatron, fly off and leave Sumdac behind. This leaves Megs to grab Isaac again right at the end of the episode. You'd almost think that the guy wanted to get captured.
  • At the beginning of the series, years were measured as solar cycles to Transformers, but Megatron refers to years as stellar cycles. Not that there is any difference between the two words.
  • Megatron said that Prowl slashed off his arm, while he actually lost it due to Starscream planting a bomb on his back. Prowl did, however, slash a part off that remained after the explosion.
  • In "Lost and Found", Ratchet reveals that even with the Key, the ship would not be operational for a "long, long time," but in this episode he is able to get it spaceworthy in about two minutes—without the Key and with only one arm. However, the course of the series makes it clear that many months are going by (notice the changing seasons), so it's possible the Autobots had enough of a "long time" necessary to repair the ship off-camera.
  • Sari recognizes Megatron from his new Earth alt mode, despite never seeing it before.
  • Megatron asks Professor Sumdac if he is comfortable in his chair in the form of Megatron's hand, despite it being the wrong hand.
  • Ratchet asks Bumblebee to help him EMP Blitzwing, however didn't he already get his EMP back.

Animation errors

  • During their initial fight, when Prime says that he won't give up the position of the AllSpark, Megatron seems to be three times the size of Optimus, despite the fact the majority of shots of them together he is only around half again as tall at the most.
  • When Ratchet catches Sari after Blackarachnia drops her, his right arm is intact. In the next scene, it's gone again.
  • Also, when Ratchet, Bumblebee and Prowl are planning on how to stop Blitzwing, Ratchet's arm is intact again, but in the next shot, it's gone again. This happens constantly during the final battle.
  • When Blitzwing changes faces after Megatron coldcocks Starscream, his face rotates vertically, not horizontally as it usually does.
  • The black lanyard attached to the Key keeps disappearing and reappearing.
  • Optimus Prime appears really tiny when he's shown sitting at the Autobot ship's door at the end.
  • The stock footage of Megatron's fusion cannon shows it has some sort of lens in the barrel, which isn't present during the normal animation.

Transformers references

Ark in mountain

Moral of the story: Autobots cannot drive.

  • Starscream's entire death contains references to the original animated movie. First, an attempt on his leader's life is ruined when said leader returns in a new body and kills Starscream for his betrayal. Then, the returning leader asks if anyone else has a problem with his leadership ("will anyone else attempt to fill his shoes?"), and the remaining Decepticons pledge their loyalty.

Miscellaneous trivia

  • The intro has a number of new sound effects added in. This version will be used for some future episodes, while others will (for no apparent reason) use the original version of the theme song.
  • Despite the fact the Autobot ship crashed on Dinobot Island, Grimlock and company are nowhere to be seen. In an interview,[1] Marty Isenberg said that there was a cut scene in which the Dinobots did come and fight, only to be defeated one-by-one by Megatron in order to show how powerful Megatron was. However, the poor quality of the animation caused the scene to be dropped. Additionally, in retrospect, Isenberg felt things might have worked out for the best, since the scene probably would have annoyed Dinobot fans (not to mention contradicted Grimlock's profile).
Megatron Rising 2 Sari AllSpark charades

"The seeds of the future lie buried in the past."
"What the heck does that mean?"
"Wait, you're not the munky!"

  • Since virtually the beginning of the series, fans have been theorizing that Sari may be more than she appears (see her own article for all the details), and this episode includes the first serious in-show hint in that direction. In addition to Professor Sumdac attempting to tell Sari "something important" when he thinks it's possible that they're about to die, a point is repeatedly made of noting that the AllSpark "chose" Sari, and when she asks it why, it projects an image of a DNA strand with a glowing, blue orb at its center. Hmmm...
  • After 24 years, the Decepticons finally have an equivalent of "Transform and Roll Out." And it's one that makes perfect sense, considering that traditionally, most Decepticons can fly. Even after taking that into consideration, the frequent depiction in Transformers lore of the Decepticons as an insurgent army rising to glory and conquest lends it a certain poetic elegance as well. "Decepticons, transform and rise up!"
  • Megatron's transforming sequence from helicopter to robot is mostly the sequence of robot to helicopter played backwards with a few shots added—or possibly, the robot-to-helicopter sequence is actually the helicopter-to-robot sequence played backwards with certain shots removed. The added/deleted shots are seemingly designed solely for a vehicle-to-robot sequence (such as the reveal of his hands, head, and final elegant "Power Pose"), making the latter guess more likely.
  • Megatron actually punishes Starscream for betraying him. You can count on one hand all the times that has happened in every Transformers series prior to this, combined. And Galvatron blasting him to dust doesn't count.
Megatron Rising Sari chomp

"Me Sari want to munch metal!"

  • Sari bites Blackarachnia's hand, and somehow, the latter feels pain. Ordinarily, this could be explained away if one supposes that Blackarachnia's hand in robot mode is organic, but you can hear a metallic clang as Sari chomps down on it. That girl has some teeth on her.
  • The Animated Decepticons seem to do a better job battling the Autobots when Megatron isn't commanding them. Not that we can blame him.
  • This episode proves that Animated Megatron is awesome and a total badass. But we had already guessed that.


  1. August 1, 2008 interview on
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