Out of His Head is the ninth episode of the first season of Transformers: Prime. It is the fourteenth episode of the series overall.
Ratchet concludes his tests on Optimus Prime and gives their leader a clean bill of health. Optimus thanks Ratchet and Bumblebee, while Arcee is unsure whether she managed to successfully end Megatron's life during their mission on the Decepticon ship. In truth and unknown to any of the others, Megatron's psyche still dwells in Bumblebee's processor, and he's determined to reclaim his own body.
Miko referees a basketball game between Bumblebee and Bulkhead. Bulkhead easily sinks the first basket, but as Bumblebee goes to shoot, he suddenly flashes back to the Space Bridge explosion. When Bulkhead interrupts the vision, he gets the ball thrown at his head. Bumblebee apologizes and they play on. Later on, Bumblebee freezes as Megatron takes control. Megatron wonders how he escaped the destruction of the Space Bridge, and he recalls Starscream pulling the sliver of Dark Energon from his chest. Now knowing what he needs to restore his body, Megatron vows to take revenge upon his subordinate.
On the Decepticon warship, Starscream taunts Megatron's body with the Dark Energon sliver, announcing that he has come up with a new, epic plan that will convince the other Decepticons that he's worthy of leadership. Knock Out arrives in time to hear the tail end of the speech.
Waiting outside his house, Raf calls Jack, who is already in class, to complain that Bumblebee hasn't picked him up for school. Bumblebee is at base, being puppeted by Megatron to crush a piece of equipment. Ratchet is irritated by the destruction, and Bumblebee explains his visions of Megatron. Ratchet induces a power-down to allow Bumblebee's mind time to rest. While he's explaining this to Optimus and Raf, they get a call from Agent Fowler, who says that Decepticons have broken into the Kauai Naval Observatory in Hawaii and stolen the Heuck Nigoghossian telescope's primary lens. Fortunately, the lens has a tracking device, and the Autobots trace it to the Arctic, where there's a massive, unmineable energon deposit—unmineable unless the glacier it's in is melted, something that would devastate coastal cities.
Indeed, the Decepticons have already created a heat ray with the lens, and Starscream begins melting the glacier in question.
Raf chats with the shut-down Bumblebee, despite Ratchet pointing out that Bumblebee can't hear him. Raf asserts that Bumblebee is family and shows off a photo of his parents and siblings.
Optimus, Arcee and Bulkhead walk through the Arctic and locate the Decepticon warship, which is warming things up with its heat ray.
Ratchet leaves Raf and Bumblebee to find parts to repair the equipment Bumblebee damaged. While he's gone, Bumblebee suddenly powers up and heads to the main control room, where he activates the Ground Bridge. Ratchet and Raf are surprised to find him departing through the Ground Bridge and wonder where the diminutive Autobot is going. Bumblebee arrives at the battlefield where Optimus and Ratchet once fought Megatron's army of Terrorcons, in search of the Dark Energon shard Megatron used to raise the dead. Ratchet attempts to use the Ground Bridge to follow Bumblebee, but once he activates it, Bumblebee promptly steps back through, carrying the Dark Energon, and decks the medic. Having placed Raf out of the way, Bumblebee runs back through the Ground Bridge. Ratchet realizes that Megatron's mind has taken over Bumblebee, and he tracks the scout to coordinates in the Arctic. Raf insists on going too.
Atop the Decepticon warship, Starscream spots Bulkhead and Arcee. Knock Out orders Breakdown to deal with the two Autobots, and the big 'Con starts laying into them. Meanwhile, the unseen Optimus scales a nearby cliff.
Ratchet and Raf arrive in the Decepticon ship to find disabled Vehicons everywhere. They reach the lab, where Bumblebee has hooked himself up to Megatron's body, but when Ratchet attacks Bumblebee, he's knocked across the room. Raf manages to encourage Bumblebee to retake control, but it's only a brief respite. Ratchet yanks the life support cable from Megatron, only to again be tossed across the room. Despite a last-ditch attempt by Raf to stop Bumblebee, the scout plunges the Dark Energon shard into Megatron's body, and Megatron awakens. A group of Vehicons arrives to find Megatron has risen from the dead, and he orders them to terminate the Autobots, as he has his own "extermination to perform". Under fire from the Vehicons, Ratchet, Bumblebee and Raf retreat.
Optimus reaches the top of his cliff and takes a flying leap onto the Decepticon ship. On the ground, Arcee and Bulkhead continue to battle Breakdown. Starscream and Knock Out spot Optimus coming towards them across the hull of the ship, and Starscream turns the heat ray on the Autobot leader. Undeterred, Optimus drives all the way up to the heat ray and slices it with his sword, causing the whole thing to explode. Optimus is thrown to the ground, only to face the rage of Starscream, who begins diving towards him, missiles at the ready. Starscream is intercepted halfway through the dive by Megatron, who takes his disloyal lieutenant back to the Decepticon warship. Faced with his old leader, Starscream attempts to flee in his vehicle mode, only for Megatron to grab him by the tail and toss him against the ship. Even the promise of nearby Autobots to destroy isn't enough to distract Megatron, who begins dragging Starscream away by the head.
Watching the still-blazing ship depart, Optimus radios Ratchet for a bridge, but Ratchet, Bumblebee and Raf appear nearby.
Later at the base, Ratchet finishes checking over Bumblebee. Bumblebee was clear and he thanks Raf for helping him in his time of need.
- Peter Cullen as Optimus Prime
- Frank Welker as Megatron
- Sumalee Montano as Arcee
- Kevin Michael Richardson as Bulkhead
- Jeffrey Combs as Ratchet
- Steve Blum as Starscream
- Adam Baldwin as Breakdown
- Daran Norris as Knock Out
- Josh Keaton as Jackson Darby
- Tania Gunadi as Miko Nakadai
- Andy Pessoa as Rafael Esquivel
- Ernie Hudson as William Fowler
Agent Fowler: Prime, you spot any Decepticons wearing hula skirts lately?
Optimus Prime: No, Special Agent Fowler. Why?
- Agent Fowler and Optimus
Starscream: Yes! I love when a plan comes together!
- Starscream is a fan of the A-Team.
Megatron: Decepticons! Your rightful lord and master has returned!
- Megatron retaking command over the Decepticons.
Breakdown: I'm gonna put you on ice!
- Breakdown dueling with Bulkhead. The clash between their hammerfists causes a shockwave around the ice field.
Starscream: Megatron's greatest mistake was ever allowing you to live, Prime!
- Starscream, a few seconds before Megatron shows up.
Starscream: Lord Megatron? You are...you're healed! Praise the AllSpark! It is a miracle!
Megatron: Oh, it will be a miracle all right, Starscream...if you survive what I have planned for you!
- Starscream discovers that Megatron doesn't tolerate traitors.
Starscream: But the Autobots—Optimus—right there, waiting for you!
Megatron: My greatest mistake? I've made a few. But there is one I do not intend to make again!
Starscream: N-no! Master! NOOOOOO!!!
- Megatron and Starscream
- In the real world, large telescopes use mirrors, not lenses.
- Starscream's eye is misaligned when he spots Arcee and Bulkhead approaching.
- When Ratchet rips away the life support tube from Megatron's chest, we see the buckled hole left from his wounds during the Space Bridge accident. However, after the Dark Energon shard restores Megatron to life, we see his chest armor completely fixed.
- Starscream's thruster is not producing any flames or exhaust when Megatron grabs him as he tries to fly away.
- Megatron somehow manages to speak through Bumblebee, despite the fact that Bumblebee's damaged voice-box renders him incapable of such complex vocalizations.
- How did the Autobots get back to base without a GroundBridge operator?
- This is one of the few episodes storyboarded by the artist Adam Van Wyk.
- Raf apparently has seven people in his family, including himself. He also has at least two sisters with one of them named Pilar.
- Sierra's friend sits in front of Jack in at least one class (or perhaps homeroom). And yet she is still unnamed.
- Raf is the first of the humans to see Megatron face to face.
- In the final scene, while Ratchet is talking, Optimus has his battle mask on, despite normally only wearing it when going out on a mission.
- It's pretty impressive that Starscream kept landing on the spires of the ships. You would think that since Megatron just aimlessly threw him aside, he wouldn't be necessarily aiming for another spire?
- In later episodes, Optimus condemns the concept of killing a helpless life form, yet in this episode Arcee nonchalantly boasts about her attempt to kill Megs right in front of him. Guess Optimus' hearing took a hit from the cybonic plague?
- Adaptations of this episode include a prose version as part of Bumblebee in Danger!.
- The Japanese broadcast of this episode was the first to use the second Japanese title sequence, "TRANSFORMERZ".
Main Article: Out of His Head Gallery
Out of His Head}}