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One Shall Rise, Part 2 is the twentieth episode of Transformers: Prime. It is the twenty-fifth episode of the series overall.


After assisting the Autobots in a fight against an army of Unicron's stone avatars, Megatron forms an uneasy alliance with his enemies to defeat Unicron and save the Earth from destruction.


Optimus Prime is battling a small army of Unicrons made from mountain rocks. Team Prime wishes to back him up, but Optimus belays the order, for as Prime, he is the one Unicron is after.


Team Prime, against his orders, decide to reinforce him anyway, and Arcee, Bumblebee, and Bulkhead arrive to the area by Ground Bridge. Optimus is angry that they disobeyed him, but Arcee reminds him that since he is Unicron's target, he should retreat back to base. Optimus tells them that Unicron can find him anywhere, so even if he hid at the base, it would only be a matter of time before the Chaos Bringer located him. Bulkhead then asks him to let them take the lead, which he allows after Ratchet's insistence. They fight the stone simulacra until a giant Unicron rises from the ground and comes close to killing Optimus, only to be felled when several blasts knock its head off. Megatron reveals himself to have fired those shots.

After Optimus and Megatron engage in their usual nemesis banter, Megatron reveals the reason he's there: He wants to team up with the Autobots to destroy Unicron. The Autobots question this truce, but Megatron assures them that he is the only one who can lead them to Unicron and that Optimus, the last Prime, is the only one who can defeat him. Optimus deduces that since Unicron is at the center of the planet, they will have to Ground Bridge to the Earth's core, much to Ratchet's dismay. This also means that they will need to Ground Bridge Megatron to the base.

Back on the Nemesis, Airachnid tells Soundwave that it Megatron's protracted absence indicates he has abandoned them, and that they should begin looking at a future without him.

Listening back at base, Jack wonders if they can't just transport Unicron out of the core, but Raf and Ratchet tell him that he is the Earth's core, so any such act could bring the destruction they're trying to avoid. Optimus agrees and believes that the only way to destroy Unicron is for him to unleash the full power of the Matrix of Leadership onto Unicron's spark. Ratchet explains to Fowler and Jack that the Matrix is the combined power of all the Primes and that it exists within Optimus Prime himself.

One shall rise part 2 Megatron in base screenshot

Before they can discuss any further, another giant Unicron rises from the ground. Optimus calls for a Ground Bridge, and Megatron stays behind to distract Unicron while the Autobots go back to their headquarters. They argue about the details of Megatron coming to base and finally decide to bridge him there. Jack wonders what will happen to Optimus when he unleashes the power of the Matrix; Optimus does not give him a direct answer, but tells them that he is willing to do what is needed and that the rest of the Autobots will carry on. Optimus then calls in Megatron, and the Decepticon finishes off Unicron's rock giant and transports to the Autobot base.

After Megatron banters with the Autobots and the humans, everything is set for them to leave. But before they go, Optimus meets privately with Jack to express how impressed he is with how much Jack has grown since they first met. Optimus entrusts him with the key that he claims controls the Ground Bridge operations until he returns.

Unicron optic screenshot

Team Prime and Megatron leave for the core, arriving in a cavernous interior with crisscrossing constructs. Arcee wonders how long it will be before Unicron discovers them. Megatron tells her that he already knows. Unbeknownst to them, a giant optic watches overhead.

To be continued...







Ratchet: Optimus! Have you uncovered any further sign of Unicron's emergence?

Unicron: Unicron is power incarnate, and you, the last of the Primes, shall perish!

Ratchet: I take that as a yes.

— Ratchet finds out that Unicron has awakened as the episode begins.

Arcee: Ratchet!

Ratchet: What is it, what happened?

Megatron: I happened!

Ratchet: Aligning with the lesser of two evils is still siding with evil!

— Ratchet objecting to Megatron's proposed truce.

Airachnid: It appears our leader has abandoned us while this world erupts in chaos. I believe we must consider the possibility of a future without Megatron.

— Airachnid fills the quota for scheming in Starscream's absence.

Megatron: So this is where the magic happens. Quaint.

— Megatron enters the Autobot base.

Miko: You double cross ANYONE, MINE is the face you'll never forget! NEVER!!!"

— Melodramatic Miko mindlessly menaces Megatron which turns to be quite meaningful.

Arcee: So, how long before Unicorn knows we're here?

Megatron: Make no mistake. He already does.

— Arcee is concerned and Megatron stating what Unicron is already aware of.


  • When Raf runs out to confront Megatron in the Autobot base, Arcee puts herself between the humans and the Decepticon leader to keep the humans from harm. However, when Jack and the rest are walking back a few screen cuts later, we see Megatron behind Jack, but no Arcee standing between them.
  • The Autobots exit the Ground Bridge into Unicron in the opposite order that they enter it in.
  • When Unicron's head is suddenly destroyed, Ratchet asks what happened. Megatron then answers "I happened," as if he could hear Ratchet through Arcee's comm link frequency, even though it's an isolated signal that only she (or the Autobots in general) should be able to hear.
  • One major sound mixing blunder exclusive to the Hungarian dubbed version of the episode, which surprisingly no one in the studio caught, is a permanent echo-effect layered on top of the entire audio track. This makes it really difficult to understand what's being said. Also, around the middle of the episode, and in the middle of Ratchet's ramblings, the sound randomly goes mute for several seconds. All reruns on Cartoon Network (which is the channel that carries the show in most of Eastern Europe) had these issues, but they were corrected for later syndicated re-airings.
  • When Megatron enters the Autobot Base, his comment suggests that he hasn't been inside before. While he may not have been there in his own body, he spent a considerable amount of time there while inside Bumblebee's head during the events of "Out of His Head".
  • Ratchet comments that making a Ground Bridge happen in space and a moving train is hard enough, recalling "Darkness Rising, Part 5" and "Convoy".
  • Megatron still remembers Jack's face from "Rock Bottom", though he has yet to "share the details of [their] little conversation" with Optimus, as he claimed he would.
  • Raf hasn't forgotten what Megatron did to him in "One Shall Fall". Neither has Megatron, for that matter, who comments on how resilient humans are.
  • Miko complains that she is the only one out of the three kids to have not seen Megatron before this episode. And once again, she displays her complete and utter lack of fear and rational thought by threatening Megatron to his face.
  • Optimus being impressed with Jack's growth is similar to what Ratchet said about Jack back in "One Shall Fall".


  • Miko calls Megatron "King 'Con".
  • Arcee screaming "NO!!" has been used in the Beast Hunters promos. Several fans humorously stated that if they had a nickel every time she said it, they would be rich. It also known to fans as the classic "NO!!". It is quite funny.
  • This episode aired in Singapore on October 3, 2011, ahead of its American showing.
  • As in previous episodes, Megatron makes no effort to ascertain Starscream's fate despite believing that the Autobots captured him back in "Partners". Considering he is in the Autobot base in this episode, one would think he'd at least be curious where they're keeping him...unless he's changed his mind off-screen or realized that Starscream jumped ship.
  • When Raf runs out to Megatron, Jack brings him back and says that he isn't worth it. What did Raf expect to do to him, anyway?


Main Article: One Shall Rise, Part 2 Gallery