The Autobots are decimated by the Decepticon invasion, but still must rally to prevent the All Spark from falling into their clutches.
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.
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.
- Written by: Marty Isenberg
- Directed by: Ben Jones, Ciro Nieli, & Shunji Oga
- Original airdate: April 5, 2008
(Numbers indicate order of appearance.)
"Time to borrow a move from the Bumblebee playbook."
- —Optimus Prime realising that a giant ax can't solve everything
"Decepticons, transform and rise up!"
- —Megatron has his own version of 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]
Sari: YOU BUILT MEGATRON IN YOUR LAB?!
Ratchet: On the bright side, now I don't feel so bad about losing your key.
- —One of several awkward moments this episode for Isaac Sumdac
"If we go down, we go down fighting. 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: Electromagnetic pulse, kid!
[Bumblebee and Ratchet cross their powers together and short out Blitzwing]
Calm Blitzwing: Curious. My electrical systems have gone offline. Which means—
Crazy Blitzwing: —I'M FALLING!! AHAHAHAHAHAHAHAH!
- —Crazy Blitzwing finds humor in everything.
"YOU WANT HEAT!? I'LL GIVE YOU MORE THAN YOU CAN HANDLE—OH SLAG, NOT AGA—!"
- —Angry Blitzwing, his own worst enemy.
"I trust you are comfortable in your chair!"
- —Megatron to Isaac Sumdac. The choice of furniture was destined to come back to haunt him.
- At the beginning of the series, years were measured as solar cycles to Transformers, but Megatron refers to years as stellar cycles.
- 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.
- Sari recognizes Megatron from his new earth alt mode despite never seeing it before, she also seems to know who Megatron is, despite never being told, either. Unless you count her experience with the All-spark, which never gives a name, just an image.
- Megatron asks Professor Sumdac if he is comfortable in his chair in the form of Megatron's hand, despite it being the wrong hand.
- 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.
- When Blitzwing changes faces after Megatron coldcocks Starscream, his face rotates vertically, not horizontally as it usually does.
- The black lanyard attached to Sari's key keeps disappearing and reappearing.
- Optimus Prime appears really tiny when he was sitting at the Ark's door in the end.
- Putting the AllSpark into his chest did not kill Megatron, unlike his second cousin twice removed.
- The intro has a number of new sound effects added in.
- Despite the fact the Ark crashed on Dinobot Island, Grimlock and company are nowhere to be seen. Slag!!!!
- Virtually since the beginning of the series, fans have been theorizing that Sari might be a robot, given that she has no evident mother, her dad doesn't seem like the type that could hold down a relationship, and she's been isolated her whole life. Tara Strong fanned the flames of speculation in an interview when she commented that Sari's "entire identity could be a surprise." While the "robot" origin doesn't really seem to line up with what we saw in "Along Came a Spider" (where Sari withers and grows old) and "Nature Calls" (where she catches a cold), this episode gives us our first in-series hint that there is something mysterious going on in the Sumdac family, when Professor Sumdac attempts to tell Sari "something important" when he thinks its possible that they're about to die. Additionally, a point is repeatedly made of noting that the AllSpark "chose" Sari, and when she asks it why, an image appears of a DNA strand with a glowing blue orb at its center. Hmmm...
- 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.
- 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, all Decepticons can fly. Well, almost all. 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, but also contains further shots seemingly designed solely for a vehicle-to-robot sequence (such as the reveal of his hands, head, and final elegant 'Power Pose'. Therefore, if we want to nitpick on technicalities, the robot-to-heli sequence is actually the heli-to-robot sequence played backwards with certain shots removed.
- Megatron actually punished Starscream for betraying him. You can count on one hand all the times that has happened in every TF series prior to this, combined. And Galvatron blasting him to slag doesn't count.
- This episode proves that Animated Megatron is awesome and a total badass. But we had already guessed that.