Orion Pax, Part 2 is the second episode of the second season of Transformers: Prime. It is the second part of the three-part premiere and the twenty-eighth episode of the series overall.


Jack travels to Cybertron to restore Optimus' memories.



On The Nemesis, Starscream points his arm missiles at Orion Pax. After addressing him as "Optimus Prime," Starscream realizes something is wrong as the cowering Orion insists he is just a clerk. Through a brief conversation, Starscream learns of Megatron's deception to Orion, and states that the archivist has much to learn. He seems ready to try and manipulate Orion's amnesia to his own ends, but is interrupted by a team of Vehicons. Starscream leaps into action and makes a quick escape, and Pax is ordered to remain in his quarters.

Back at the Autobot base, Ratchet finishes adjustments on the Ground Bridge's power level, hoping to increase its range. Raf pilots a test subject in the form of a toy car into the bridge, but instead of teleporting, it was destroyed. Raf consoles Ratchet on the failure, saying it was only the first try, but Ratchet thinks it was a doomed idea from the start. In an effort to cheer him up, Raf tells the story of his slow triumph over the rope climb in gym class, but it falls on oblivious ears, since Ratchet doesn't understand what gym class has to do with increasing the Ground Bridge's power level.

In the halls of the Nemesis, Starscream deftly maneuvers his way past many guards, blasting a door out in his bid for freedom. Seconds away from escape, a laser blast catches his tail, and he spins out of the sky towards the ground, badly wounded. Orion is soon visited by Megatron, who apologizes for the commotion. Orion asks why Megatron told him Starscream was dead, and he replies that Starscream is dead to the Decepticon cause — a defector to the Autobots. Megatron departs, but Orion's interest is piqued by Starscream's reference to him, and he begins to investigate this "Optimus Prime." On the database page for Optimus Prime (which displays a false image of a menacing-looking robot), Orion reads that Optimus Prime was the leader of the Autobot faction, not Doctor Ratchet, as Megatron told him.

Bulkhead arrives at base, and reports no leads on the location of the Decepticons' Space Bridge. About to send Bulkhead on his way to the next search, Ratchet receives a high-frequency message of peculiar nature: it is addressed to him, and is from Starscream, the renegade Decepticon whom Megatron left for dead. The Seeker tells him that he must come alone with a medical kit to repair him, in exchange for valuable intel about Optimus.


In a forest, the Ground Bridge portal opens, to the surprise and dismay of Starscream, who is wounded and lying in a pool of his own energon, only for both Ratchet and Bulkhead step out. Ratchet plays no games with his help, refusing to repair him unless he gets some useful information. Realizing his compromised position, Starscream tells all, but is horrified when he finds the Autobots already know it as well, and plan to abandon him as a result. As Ratchet and Bulkhead depart, the medic responds to Starscream's pleading with the ultimatum that unless he knows anything about the Space Bridge, he's going to rust. The Decepticon is amazed that his troops finished his project when he was gone, then laughs, realising that he has something to barter with, and smugly shows the medic where it hurts.

The group convenes at base to discuss the plan of action in seizing the Space Bridge. June voices her concern at the prospect of Jack traveling to another planet, but is reassured by Arcee and Fowler, and realizes the necessity of his mission. Ratchet works out a plan, where all four Autobots storm the Space Bridge chamber, jamming communications to block the deployment of Decepticon reinforcements. Fowler offers Jack a spacesuit to use on Cybertron, and Arcee volunteers to go with him. At the Space Bridge complex, the team makes quick work of the guards. One attempts to send a message to control, but is denied by Ratchet's scrambler and Bulkhead's fist. They arrive at the bridge, and Jack, fully decked out in a donated spacesuit from NASA, is bridged to the location. The Space Bridge is activated, and the duo step through to Arcee's homeworld and Jack's destiny.

In the complex, the remaining Autobots are stopped in their tracks by a transmission from Breakdown, demanding a status report. Ratchet and Bulkhead fumble over who should answer, as their voices will be recognised, and Bumblebee can't speak at all. Ratchet settles on Agent Fowler, and he is patched through. He manages to field the call, and turns it around, asking Breakdown how he is faring, to surprising success.

Orion Pax part 2 screenshot Optimus Prime

Meanwhile, Orion searches through all files he can on "Optimus Prime", only to find that they have been altered, the true files encrypted, to his chagrin. However, Orion, a skillful hacker, manages to get past them and find an image that shocks him; it seems he is Optimus Prime! This does not go unnoticed by Soundwave and Megatron. The latter vows that he will see to it that Orion completes Project Iacon, even if he has to inflict grievous pain on him.

Orion pax part 2 Arcee and Jack

On Cybertron, Jack and Arcee follow the key's signal and are surprised to find that it leads to Kaon, the Decepticon capital, much to Jack's chagrin, which is now abandoned, except, as Arcee puts it, for "Vermin". As they advance on foot, they cross a bridge, unaware that underneath them, one such Vermin is an insecticon transforming and beginning to follow them towards Kaon...

To be continued...







Starscream: Optimus Prime?

Optimus Prime: Please, I'm mean no harm.

Starscream: No? Then, what are you doing here?

Optimus Prime: Research for Lord Megatron.

Starscream: Is this some kind of joke?

Optimus Prime: I do not understand and why do you call Optimus Prime?

Starscream: Why wouldn't I?

Optimus Prime: Because, my name is Orion Pax. I'm far being a prime.

Optimus Prime: You speak many riddles, Starscream. Please tell me what it is that you know?

Starscream: And in return...

  • Vehicons come in*

Vehicon: Starscream! Surrender!

  • Starscream screams and hides behind Orion.*

Optimus Prime: Hold your fire!

Ratchet: Where is Optimus?

Starscream: Patch me up and perhaps I'll tell you.

  • Bulkhead and Ratchet look at each other in question*

Starscream:Have sympathy. I'm leaking here.

Ratchet:Then I suggest you speak quickly! Has Optimus been harmed in any way!?

Starscream: He's fine. Fine! Can't you see I'm the one who's been harmed?

Bulkhead: Where is he?!

Starscream: Where do you think? He's on Megatron's Warship.

Ratchet: Which is located it where?!

Starscream: Now who knows. It's a ship! It moves! It took me months to track only to get fired upon!

Ratchet:You wouldn't have gone through the trouble of contacting me here unless you have information to trade. Real information.

Stascream: Very well. Your beloved leader may of lost his senses. He goes by the name "Orion Pax" now and it seems that Megatron has led him to believe he's a Decepticon.

Bulkhead: Tell us something we don't know.

Starscream: What? How could you have possibly know that?

Ratchet: We're wasting our time here.

  • Bulkhead and Ratchet prepare to leave*

Starscream: Wait! That's all I have! Really! You can't just leave me here like this!

Bulkhead: Unless you know where Megatron's hiding his Space Bridge, you can stay here and rust.

Starscream: Space Bridge? Do you mean to tell me that they actually finished building it without my supervision?!

  • Bulkhead and Ratchet return their attention to Starscream*

Starscream: It hurts most right here, Doctor.

Ratchet: Arcee, Jack do you copy?

Jack: Roger. We're on Cybertron.

Breakdown: Space Bridge control. This is Breakdown. Your status report is overdue.

Bulkhead: Scrap *clears throat to speak but gets interrupted by Ratchet*

Ratchet: Bulkhead no! He'll recognize your voice.

Bulkhead:I can make it lower. Higher?

Orion Pax: How could I possibly be Optimus Prime?



  • Breakdown cares about the worker bots.
  • This is the second time Megatron denounces a mistake relating to Starscream that he "does not intend to make again".
  • A neat, slowed down version of Bulkhead's weapon transformation is seen, as opposed to the normally lightning fast animation employed.
  • Bulkhead claims he could disguise his voice by making it higher. That shouldn't be hard.
  • Adaptations of this episode include a screen-capture-style comic version as part of The Orion Pax Saga.


  • As the Autobots are boarding the lift which takes them to the Space Bridge, Ratchet seems to be missing a number of parts, including the white plating on the bottom half of his legs, the red plating on his forearms, the white plating from his chest, and his face. Bumblebee is also missing the headlights on his chest.
  • There's no evidence of Dark Energon on Cybertron, much less any zombies, despite Megatron having used enough to cover the entire planet in "Darkness Rising, Part 5". Possibly, the Terrorcons' Dark Energon ran out and they went back to being off-line.


Main Article: Orion Pax, Part 2 Gallery


File:Transformers Prime Season 2 - "Orion Pax Part 2" (Promo) - The Hub
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