With Optimus Prime in critical condition after Megatron's attack, Optimus Primal takes on his spark to save the timestream.


Smelt Prime

Smelts in your mouth, not in your hand.

As a time storm ravages reality, Megatron gloats to the fading Maximals, since his attack on Optimus Prime ensures that the Autobots lose to the Decepticons, resulting in the Predacons having control of Cybertron. However, Blackarachnia, having been a Maximal protoform, is also affected by the time storm. She uses the information from the Golden Disk to activate Teletraan I's security system, forcing Megatron out of the Ark.

OptimusPrimal OpSit Matrixspark

It's not the Matrix. We swear.

Blackarachnia and Silverbolt activate the Ark's repair systems to help stabilize Optimus Prime's condition, but the Autobot leader is still dying, and "reality is still in flux". The other Maximals arrive, and upon seeing Prime's head blasted by Megatron, realize that they must save him. However, his spark is already joining the Matrix. Believing there is no other choice, Optimus Primal merges his spark with Prime's to save it. He succeeds, the sign to indicate this: a big flash sending the Maximal commander flying into the shadows and Rhinox, without hesitation, orders Blackarachnia to summon an Autobot repair device to begin restoring Prime's head. Holding Prime's spark causes Primal to evolve into a new Autobot-like body.

Megatron and Inferno arrive and attack, though Primal manages to save the Maximals and convince the Predacons to leave, while Blackarachnia uses the commotion to escape. Outside, Waspinator provides cover fire by shooting the rocks above the Ark. The Predacons destroy the cave entrance and flee, but Megatron notices a trapped Blackarachnia. Enraged by her betrayal, Megatron shoots her as the Maximals break free. Knowing that they are heading for the unprotected Axalon, Primal and Cheetor race off.

BWSilverbolt Blackarachnia OptimalSituation

Ug, gag unto me with a spoon.

As Silverbolt cradles the damaged Blackarachnia, he begs her to fight on and praises her defiance of Megatron. She maintains that what she did was self-preservation, but Silverbolt points out that she also saved him and the universe. He openly admits to Blackarachnia that he loves her, shocking her. While there's still time, Silverbolt askes her one last time to join the Maximals. Although she maintains that she's still a Predacon, Blackarachnia joins the Maximals for him, then goes off-line, after which Silverbolt lets out an agonising howl. However, Rhinox reveals that she's merely in stasis lock, much to the embarresment of Silverbolt.

Primal and Cheetor manage to down Megatron, Inferno, and Waspinator, but Optimus discovers that Rampage and the Arachnoids are literally trying to drag the base away. Optimus manages to sever the lines and dispatch Rampage, but not before Rampage fires a missile which deflects off Optimus and hits the Axalon. Half of the Axalon plummets off the cliff and crashes into the river. Knowing that he must return Prime's spark, Optimus withdraws with Cheetor to rejoin the Maximals.


And in four million years, he'll tell Ratchet he had the strangest dream.

Back in the Ark, the repairs are finished. Returning the spark causes Optimus Prime to reactivate briefly, but he almost immediately returns to stasis lock. Rattrap is less than happy, as they now have the difficult task of protecting the Ark from the Predacons for four million years. With the time stream safe again, Optimus orders the Maximals, including Blackarachnia (who still maintains she's a Predacon), to begin rounding up every piece of salvage and make fortifications.

They're moving into Mount St. Hilary.

Featured characters

(Numbers indicate order of appearance.)

Maximals Predacons Autobots


"Silverbolt, what-"
[[Looks at Megatron's Mess]] "Well. That's just prime."
"Well, what's left of 'im, anyway."

Optimus Primal's shock at Optimus Prime's injury leads to Rattrap making a very bad joke. Rhinox gives him a well deserved smack.

"Guys? Check out Big Bot..."
[Cheetor, Rattrap and Silverbolt all do so]
"Big bot? How do you feel?"
[Optimus stands up... and up... and up.]
"In a word: Prime."

- Cheetor and Optimus after the latter's Optimal transformation.

"Not here. Do you understand? TAKE IT OUTSIDE! Rhinox, keep those repairs going."
"Ah. I see we have a new Optimal Optimus to deal with. And carrying Prime's Spark as well."
"You wouldn't dare fire in here! It might upset history."
"We'd have four million years to clean you off the walls, Megatron. I might risk it."

Megatron and Optimus Primal are badasses.

Megatron: This is not the end of it, Optimal Optimus. Nooo. The universe cowered once at the name of Megatron, and it shall do so again!
Optimus: Freedom is the right of all sentient beings, Megatron.
Megatron: Then they'd better stay out of my way!
Rattrap: Oh, fer bootin' up cold! Will you just shoot him?
Optimus: I'm trying not to resort to that. Rattrap: Then I will! Optimus: NO!

— the 'bots talk smack

"Jumping gyros, Optimus sure learns a new body fast!"
"Well wha'd ya expect? (turning to the viewers) He changes 'em often enough!"

Cheetor and Rattrap, who gets a rim shot.

"Blackarachnia, dark poison of my heart, abide with me yet still."
"You got a way with words there, Rover. You almost make me wish I was a better girl."
"But you are, for at the last moment, you made a stand against evil."
"I was saving my own shell."
"And with it the universe... and me. Understand this, like never before, my life, my heart, are now yours."
"You really mean it, don't you?"
"With all my spark. Blackarachnia, please. Join me. In this last dark moment, say that you will be a Maximal."
"For you, Rover, I join your side, but as a Predacon... goodbye."

Silverbolt and Blackarachnia have a touching moment. Rattrap is probably on the verge of puking or shooting them.


  • The real reason the Axalon was destroyed is the gact that there's simply no way Optimus would be able to fit inside of it.
  • Optimus receives another upgrade in episode, after temporarily taking in Optimus Prime's Spark. He now has a total of four modes, two of which are vehicles.
  • Optimus runs through all four of his new body's modes within a few minutes of its debut (His beast mode is easy to miss, but he uses it when he shields the other Maximals from the Predacons' weapons fire).
  • When Optimus speaks, he sounds somewhat like his ancestor, even adopting some of Prime's old catch-phrases such as "Transform and roll out".
  • Blackarachnia fades alongside the Maximals at the beginning due to her being built from a Maximal Protoform. However, this is contradicted by the fact that she was the only Predacon to fade. Megatron, Waspinator, and technically Tarantulas should be the only Preds not to fade (Although this can be excused as we never see the rest of the Predacons when the Maximals are fading out, and it is also possible that Blackarachnia's close proximity to the Ark when Prime was attacked accelerated her vulnerability to the time storm, whereas all other reprogrammed Predacons were further afield).

Animation and/or technical glitches

  • When the Maximals first fly in and look upon the damaged Optimus Prime, a piece of green is protruding out of Rhinox's chest. It is most visible when Rhinox smacks Rattrap for a bad pun.
  • When the camera pans around Prime to show the repairs starting to be made, the Autobot insignia inside his chest is upside-down.
  • When Primal first transforms into his jet mode, the cockpit is empty, but should house Prime's spark.
  • As the Axalon is being dragged off of the cliff, the bottom of it can be seen. However it is completely flat at the rear, the engines are not there at all.

Continuity errors

  • The "spark container" which held Optimus Prime's spark was hauntingly similar to the Matrix of Leadership. According to Ben Yee's site, the Mainframe animators used Optimus Prime's death sequence from the Transformers movie as a visual reference and used the Matrix's design as a spark container because they didn't know its significance. This, of course, leads us to ask the question: How do you get involved with Transformers and not know the most important McGuffin in the entire continuity?
    • "Primeval Dawn" later explained the Matrix-shaped spark container as being a decoy Matrix constructed to sit in front of the real Matrix.
    • Or Rhinox's "his spark has the Matrix with it" line could suggest that while he held the Matrix, the Matrix seen in Beast Wars was the Matrix and not a decoy. Consider that in The Transformers: The Movie, Prime didn't give the Matrix to Ultra Magnus until after he had died. Look, just watch the episode, okay?

Transformers references

  • After Optimus Prime's spark is returned to him, he reactivates, but almost immediately returns to stasis lock.
  • When confronting Megatron on the Ark's bridge, Optimus Primal tells Megatron, "Freedom is the right of all sentient beings," the motto of Optimus Prime. When informed by Ben Yee about this fact during the Madman Entertainment Beast Wars Season 3 DVD commentary for this episode, writer Bob Forward confessed that up to this point he had no idea, and the phrase was simply something he picked up from the newsgroup.
  • Later, Optimus Primal tells the Maximals to "transform and roll out."

Real-world references

  • Blackarachnia once refers of Optimus Prime as the Big Mac.
  • The way the Axalon is destroyed is similar to how the ship Titanic sinks in the movie of the same name. First, it breaks in half, with one half sinking while the other half floats vertically before completely submerging.

Miscellaneous trivia

This episode's scenes led to this.

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