Out of the Past is the seventieth episode of the second season and forty third episode overall of Transformers: Prime. It aired on August 31, 2012.
- The Nemesis flies through space. On the bridge, Arcee is dragged before Starscream who's interested in decrypting an Autobot signal he's intercepted. While Arcee defies his "offer" by telling him where to go, Starscream reveals he has another prisoner—Cliffjumper.
In the present day, Bulkhead is struggling with his recovery, with Miko providing some "encouragement" in the form of ordering him around, despite Bulkhead trying his best. Optimus Prime is similarly struggling to decode the recovered Iacon database. Ratchet says Bulkhead needs a break, despite Miko being annoyed at the slow progress her friend is making. She angrily storms out of the base (walked by Bumblebee), but Arcee follows and finds her crying atop the plateau in which the base is located. Arcee tries to talk to her friend about Bulkhead, and the conversation leads to Miko asking about Cliffjumper.
- Cliffjumper is dumped in the cell, having undergone torture but has resisted talking. He and Arcee discuss how they came to be back on Cybertron. Elsewhere Starscream complains about the failure of his interrogation, and Soundwave suggests taking them down on the planet's surface by pointing at it specifically at Shockwave's laboratory. Starscream is initially reluctant until Soundwave uses a recording of the Starscream's voice saying that the information codes were vital, then Decepticon 2nd in command relents claiming that he may as well do it as he needed to deliver Shockwave more Energon. Starscream and some Vehicons are soon leading the two prisoners through Kaon to a laboratory. Cliffjumper is concerned at the sight of the many tools lying ready to be used, even more so when Starscream introduces them to Shockwave himself. The two Autobots are strapped to tables, and Shockwave uses a cortical psychic patch to hook in to Arcee's mind. The process is successful and Starscream uses it to decode the transmission—which turns out to be Optimus Prime's message to bring the other Autobots to Earth.
- Though the Decepticons have assumed Arcee is dead, she is very much alive and surreptitiously begins freeing herself. As Shockwave prepares to finish off Cliffjumper, Cliff suggests Starscream should be the one to do it. Shockwave leaves them to it, but as Starscream moves in, he's attacked by Arcee. She straps him to the free table and releases Cliffjumper. Starscream quickly folds under questioning and confesses Shockwave remained on the planet because he's building a space bridge. Knocking the 'Con out, Arcee goes to shut down the space bridge, and Cliffjumper insists on going along, despite her skepticism about his capacity for stealth. As they walk, Cliff suggests they should join Optimus's team, but Arcee isn't as keen, and rejects the idea that Cliff is her partner. Cliffjumper believes she shouldn't close herself off just because of Tailgate's death.
Miko recognizes the truth of this advice, but asks Arcee what happened next.
- Arcee and Cliffjumper find the space bridge, with two Vehicons operating it. While Cliff provides a distraction, Arcee starts sabotaging the bridge to overload it. Unfortunately Shockwave arrives and attempts to fix the bridge. Cliffjumper dispatches the Vehicons before sparring with Shockwave, ultimately being defeated by the hulking Decepticon. Arcee lends a hand, bringing the roof down on the Decepticon, but the pair become pinned down by Starscream and some Vehicons. Starscream demands they reverse the damage to the space bridge, but they instead head through it. Halfway through the space bridge tunnel, Shockwave catches up with the two Autobots and they exchange fire until Arcee shoots him in the eye. The space bridge deposits Cliffjumper and Arcee on Earth seconds before exploding, and after declaring themselves partners, they go to find Optimus.
Arcee finishes her story as the sun goes down, saying she misses Cliffjumper. Miko rests her hand on Arcee's in a gesture of comfort as they watch the sunset together.
Characters in itallics appear in flashbacks.
- Sumalee Montano as Arcee
- Tania Gunadi as Miko Nakadai
- Billy Brown as Cliffjumper
- Steve Blum as Starscream
- David Sobolov as Shockwave
- Peter Cullen as Optimus Prime
- Kevin Michael Richardson as Bulkhead
- Jeffrey Combs as Ratchet
Main Article: Out of the Past Gallery
- Cliffjumper is voiced by Billy Brown, whose imitation of Dwayne Johnson generally sounds quite convincing.
- Shockwave is revealed to be the inventor of the illegal cortical psychic patch. Not surprising, considering he's also responsible for some "certain" changes made to some "certain" Autobots.
- As in "Predatory", the primary characters use the same models, meaning they all have Earth-mode kibble well before ever visiting Earth.
- Starscream gloats about how he captured the uncaptureable Arcee. Apparently he never heard of Arcee's encounter with Airachnid. This is consistent with comments he makes in the episode "Partners", in which he asks "Who's Tailgate?", accidentally revealing to Arcee that it was he who killed Cliffjumper.
- In general, Starscream's interrogation of Arcee at the beginning of the episode is very similar to Airachnid's attempts to extract information from her, although Arcee takes the former's threats better than the latter's.
- Arcee's flashback of Tailgate's death happens during the flashback of her adventure with Cliffjumper. A flashback within a flashback. Flashbackception. BWAMMMM.
- The show's writers, not knowing what to do with the character, intended to kill Shockwave off by the end of this episode (à la Skyquake, Makeshift, and Cliffjumper himself), before coming up with a way to incorporate him into the show's third season.
- Perhaps unsurprisingly due to most of the featured characters using Earth-mode models before visiting Earth, this is one of few episodes to feature a grand total of no transformations outside of the title sequence; even Shockwave, who has no Earth-based-vehicle-bits on his model.
Out of the Past}}