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One Shall Rise, Part 3 is the twenty-first episode and the season finale of the first season of Transformers: Prime. It is the twenty-sixth episode of the series overall.


Ratchet tells Jack Darby and the other humans about Optimus Prime's history on Cybertron while Team Prime along with Megatron travel down to Unicron's spark chamber.


As he leads the Autobots further toward the Earth's core, Megatron is again seized by a vision of the planet exploding. He notes how Unicron's strength grows ever greater and continues on. Arcee and Optimus Prime both voice their mistrust of the Decepticon leader, though they have no choice but to follow him. Unbeknownst to them, several strange, mechanical creatures observe the intruders into their dark domain.

Back at base, Ratchet and the humans watch a report that outlines how the planet's chaotic weather continues to spiral out of control. Despite June's efforts to lighten the mood, Agent Fowler insists that something must be done—even if it means contacting his associates at thePentagon. Fowler makes known his uneasiness about teaming up with Megatron, but Ratchet surprises the humans by explaining how such a situation has happened before. Ratchet relates how Optimus Prime and Megatron were once close friends, in the twilight hours of Cybertron's Golden Age.

Orion & Megatronus

The great Autobot leader was once named Orion Pax, a simple clerk in the Iacon Hall of Records. Learning of Cybertron's past, Orion grew concerned about the corruption affecting high places and the state of inequity in society. He became inspired by the revolutionary words of Megatronus, a gladiator who took his name from one of the thirteen original Primes. Megatronus gained a loyal following through his radical and innovative actions, Soundwave chief among their number. Over time, Megatronus became a mentor figure to Orion Pax and chose to shorten his name as he left the gladiatorial arena for the political one.

No Violence

Megatron appeared before the High Council, voicing his ideas for shaping a new Cybertron by violent means, and demanded to be named the next Prime. Orion protested against Megatron's suggestions before the Council, moving their sparks and minds as he unknowingly revealed himself to be the one worthy of the title. Megatron severed his ties to Orion and the Council, taking his "Decepticon" followers to begin the war that consumed Cybertron and vowing to claim the legendary Matrix of Leadership for himself. Hoping to reverse the damage that had poisoned the planet, Orion journeyed to Cybertron's Core, where he found himself before the spark of Primus, the creator of all Cybertronians. Primus sensed the purity of Orion's own spark and bestowed upon him the legendary Matrix, transforming him into Optimus Prime.

In the present, Miko and Jack question Optimus's plan to give the Matrix to the Earth's core, asking what could possibly stop Megatron from attempting to claim it for himself now. Ratchet darkly replies that Megatron only intends to save the Earth so that he may conquer it at a later date.

As they near Unicron's spark, Bulkhead begins to feel the draining effects of the Dark Energon. Bumblebee and Arcee help him a short way across the catwalks, but Megatron soon comes to a halt ahead with the realization that Unicron is preparing to expel them. A huge number of Unicron's drones suddenly swarm into view, surrounding Megatron and the Autobots. They engage the drones in fierce battle, blasting and slashing through their attackers. Arcee is knocked to a lower level, not long before the Dark Energon clouds Bulkhead's vision. He stumbles from the catwalk but manages to grab hold of the edge, and is seized by Bumblebee before he can tumble to his death. Optimus and Megatron fight back-to-back, managing to hold their own against the drones in a spectacular display of effective—if uneasy—teamwork. Bumblebee struggles to hold onto Bulkhead, who insists that the scout lets him go. Optimus seizes Bulkhead just as Bumblebee loses his grip, and hauls him up to safety. As the group quickly becomes overwhelmed, Arcee hitches a ride on one of the drones to catch up with the others and beat a swift retreat with them.

Soundwave vs Airachnid

Aboard theNemesis, Airachnid outlines the questionable nature of their leader's recent behavior. Knock Out asks whether she is suggesting that they abandon Lord Megatron. Airachnid explains how Megatron's undetectable signal implies that he is either offline or at the mercy of Unicron—neither scenario being in the best interests of the Decepticons. She suggests an exodus from Earth, and receives no protests from the surrounding Vehicons. However, her order to retreat to Regulon Four is denied by Soundwave, who silently challenges her authority. When he refuses her demand to step aside, she leaps to attack him. Soundwave easily blocks every one of her blows, before lifting her clean into the air. He hurls her back, deploying Laserbeak to stun Airachnid in a sudden sneak attack. Pinned under Soundwave's foot, much to Knock Out's amusement, Airachnid relinquishes command to the intelligence officer. Soundwave returns to his post, while Knock Out, surprised by the communications officer's demonstration, comments that more care should be taken with the quiet ones.

Back in the Autobot base, Ratchet notes he has lost the others' communication links and life signals, most likely caused by interference from the electromagnetic anomalies. Miko asks how they are supposed to know when the others are ready for pickup if contact is impossible, but Ratchet is prevented from responding by the sound of Jack tapping the Ground Bridge key against a railing. Ratchet reveals that the object is actually the Key to Vector Sigma—one of Cybertron's most precious relics. Ratchet then realizes that Optimus entrusted the key to Jack because he did not plan on returning from the planet's core.

Megatron is gripped by yet another painful vision of Unicron whilst he and the Autobots are backed into an enclosed chamber by the attacking drones. Unicron orders him to destroy Optimus. Instead, Megatron saves the Autobot leader by blasting an oncoming drone. He then indicates a closed doorway nearby, stating that Unicron's spark lies just beyond. He explains that, to pass through, they must fool Unicron into believing that they pose no danger, and moves his Dark Energon-infused chest up to the door. It opens in response, and Optimus orders the others to remain outside and provide cover fire while he and Megatron advance.

The passageway beyond leads directly into Unicron's spark chamber, where Optimus prepares to expose the Matrix within his chest. Unicron's spark reacts, striking both invaders with its energy. Unicron again orders Megatron to kill Optimus, forcing him to unsheathe his blade and approach the weakened Prime. Megatron struggles against him, declaring himself to be under the command of no-one. His resistance provokes only an onslaught of pain and a furious reaction from the Chaos Bringer.

The volcano outside erupts violently, and the ground enclosing the Autobot base begins to quake. Ratchet tells the humans to take cover, and he moves to shield them from falling debris.


Unicron's spark adopts the appearance of a face as Megatron is seemingly freed from his control. Optimus calls upon the power of the Matrix of Leadership, but hesitates as Unicron possesses Megatron's body in a veil of purple flame and declares his own invincibility. Optimus cuts short Unicron's desire to pull the Earth into chaos, and he rises to his feet as he becomes surrounded by a brilliant blue light. Optimus fires the power of the Matrix from his chest directly into Unicron's spark, the resulting wave of energy knocking Megatron back off his feet. His energy drained, Optimus falls to his knees, and Unicron's spark emits a final wail of pain before vanishing into oblivion.


The drones outside suddenly fall from the air, lifeless. The volcano, along with all of the Earth's other natural phenomena, subside back to normality. Ratchet and the humans watch as the monitors flicker online, rejoicing as their team's life signals are all safely re-established. Aboard the Nemesis, however, Soundwave also detects the signature of the Decepticon leader.

Megatron rights himself in Unicron's now-empty spark chamber, inspecting Optimus's steaming body for a moment before unsheathing his blade. Optimus gazes blearily up at the approaching Decepticon, then addresses him as "Megatronus" and asks where they are. Surprised, Megatron retracts his weapon and helps the Autobot to his feet. Bumblebee, Bulkhead and Arcee soon burst through the wall to assist, but Optimus does not recognise them. A Ground Bridge suddenly opens nearby; Megatron claims that the Autobots are their sworn enemies and provides cover fire as Optimus heads for the vortex. Optimus blankly meets Bumblebee's devastated gaze for a split second before disappearing through the Bridge. Megatron follows, leaving the shocked Autobots alone in the empty chamber.

One shall rise part 3 screenshot Megatron and Orion

Ratchet Ground-bridges the team back to base, but is anxious to see that Optimus is not with them. They explain that Optimus is still alive, but did not even know his own name. Ratchet realizes that surrendering the Matrix of Leadership caused their leader to lose not only the wisdom of the Primes, but his own memories as well.

Knock Out and the other Decepticons, minus Airachnid, welcome Megatron back aboard the Nemesis. Megatron steps aside to allow Optimus through, and Breakdown automatically moves to attack. Megatron halts him, insisting that this is no way to treat a "long-lost comrade", and declares that Orion Pax is one of them...

To be continued....




Raf: Megatron was an Autobot?

Miko: Optimus was a 'Con?!

Ratchet: No, on either count.

— The kids before Ratchet explains the tale.

Knock Out: Watch out for the quiet ones…

— Knock Out after witnessing Soundwave take down Airachnid.

Unicron: Megatron! Destroy the Prime! I command you!

Megatron: Megatron is commanded by NO ONE!

— Unicron and Megatron.

Agent Fowler: Earthquake!

Ratchet: Take cover!

Unicron: You cannot defeat me, disciple of Primus! I have transcended physical being! By my will alone, all upon this world shall fall into chaos!

Optimus: Not while I still function, Unicron! The power of the Matrix shall light our darkest hour!

Unicron: NOOOOO!

— Unicron attempting to stop Optimus but is too late.

Optimus: Where are we, Megatronus?

Megatron: Don't you remember, old friend?

— Optimus Prime and Megatron with an unexpected twist that shocked us all.

Bulkhead: Optimus, are you okay?

Optimus: Why did he call me that?

Arcee: What did you do to him?

Optimus: Who were they?

Megatron: Our mortal enemies. We're out numbered. Go! I'll cover you!

Ratchet: And Optimus is he...

Arcee: Dead? No.

Bulkhead: But he looked right at us without recognizing us. Didn't even know his own name.


  • All of the natural disasters around the world abruptly stop when Unicron is beaten. While it might make sense for the earthquakes to stop, tidal waves wouldn't just suddenly fall apart. Forward momentum doesn't just vanish. Similar problems occur with the tornadoes dissipating and the sky clearing.
  • At the Earth's core, the Autobots should experience very little gravity, as the total mass of Earth would be reasonably equally distributed around them and therefore the pull of gravity would be cancelled out. It's possible that they "gravitised" themselves to Unicron like they did to the Space Bridge in Darkness Rising, Part 5, but the episode gives no indication that that's the case.
  • Despite entering the tunnel to Unicron's spark chamber only a few seconds before Optimus, Megatron still manages a very hefty lead. By the time Optimus navigates the tunnel that leads into the spark chamber, Megatron is already inside, standing in front of Unicron's spark.
  • After defeating Unicron, both Megatron and Optimus are knocked unconscious: Megatron on his back and Optimus on the ground facing away from the other. However, when we see them wake up later, Megatron is on his stomach and Optimus is facing him now.
  • Ratchet's statement that Megatron started the war after not being made Prime contradicts the history given in "Darkness Rising, Part 1", where Megatron is said to have split from Optimus during the war. Optimus could have believed that the war began with the initial movement of Megatronus, or Ratchet could be bringing continuity closer to Exodus.
  • Bulkhead is the only Autobot visibly affected by the Dark Energon; previously, Arcee felt dizzy from even a tiny amount on her arm.
  • The entire backstory given by Ratchet is an adaptation of the first half of Transformers: Exodus. Plot elements were changed, such as Orion Pax becoming Optimus when he found the Matrix of Leadership, as opposed to when he was assigned the position by the Cybertron High Council. Notably, although the Dark Energon infection of Cybertron's core as seen in Exodus and War for Cybertron is made clear to have happened, the episode only refers to it as "poison", probably to avoid highlighting the incongruity this creates with the characters' lack of familiarity with the substance back at the start of the series.
  • Optimus's blade is still broken after the episode "One Shall Fall".
  • The tail end of Unicron's final speech (while controlling Megatron's body) echoes Megatron's own words at the end of War for Cybertron Chapter 1: "By my will alone shall Cybertron be restored!"


Main Article: One Shall Rise, Part 3 Gallery


  • Optimus calls upon the Matrix to "light our darkest hour" which is a reference to his G1 counterpart.
  • This is the first time in the series where Bumblebee is called  a "kid".
  • Unlike the other Autobots in the cartoon, Optimus has a distinct Cybertronian robot form, with different kibble in the flashback.
  • This is the first that we see Agent Fowler hugging June.
  • Soundwave showed his fighting skills in this episode when he did not let Airachnid get the best of him in their little combat.


File:Transformers- Prime Season 1 Finale One Shall Rise Trailer

One Shall Rise, Part 3}}