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Partners is the fifteenth episode of the first season of Transformers: Prime. It is the twentieth episode of the series overall.


As Starscream seeks to recoup his master's trust, Megatron sends him and Airachnid to the site of a crashed Decepticon ship in order to recover the Immobilizer - a powerful weapon with the ability to freeze Cybertronians in their tracks.


Starscream confides

Aboard the Nemesis, Starscream confesses his sins before Soundwave and claims to have made peace with his position as second-in-command. He goes to the bridge where Airachnid is telling Megatron about one of his indiscretions, a failure to disclose the location of the crash site of the Harbinger, a Decepticon transport ship that crashed on Earth while containing an experimental weapon. Megatron orders him to lead Airachnid to the crash site to retrieve the weapon.

Arcee stands at Cliffjumper's graveside and talks to her old partner, promising to find the Decepticon responsible for his death.

Bumble Bee & Starscream

Starscream and Airachnid reach the Harbinger crash site, but Airachnid is deliberately cagey about what the weapon is they're looking for. She's impressed by the fact that Starscream was the one who terminated Cliffjumper, but reveals she knows about the fact that Megatron was planning to terminate him at the energon mine. They burrow their way down to the buried wreck, and Airachnid accesses the ship computer to find the location of the cargo. Starscream warns that the signal might alert the Autobots.

Sure enough at that moment, Ratchet alerts Optimus that the base sensors have detected an ancient Decepticon signal.

Airachnid finds that corridor to the weapon ends in a stone wall. The ship broke in half before crashing, and the weapon is in the other half of the ship. Starscream won't tell her where the other half is, so she binds him in a web, and threatens him until he blabs. She leaves him there with the suggestion that she might come back, but runs into the Autobots in a corridor. Forced to double back, she drills her way through the ground, and is followed by Arcee, much to Optimus's concern. On the surface, Airachnid swiftly gets the better of Arcee, but Prime's arrival forces Airachnid to retreat in 'copter mode.

Optimus reminds Arcee that trying to avenge Tailgate will not bring him back. Bulkhead and Bumblebee resurface with Starscream as a captive, and they're all surprised when the Decepticon says he wants to switch sides. Optimus, Arcee, and Bulkhead have a brief discussion and decide to take Starscream along - for now.

Airachnid finds the other half of the Harbinger and pulls the experimental weapon, a staff, from its container.

The Autobots arrive at the stone arch. Optimus believes they should seriously consider letting Starscream join the team because allowing the Decepticons redemption will be important to establishing peace. He leaves Arcee guarding Starscream, and takes Bumblebee and Bulkhead to find the ship. As Prime's team approaches the Harbinger, Airachnid begins opening fire with the staff, a weapon named the Immobilizer, and freezes Bulkhead in place.

Meanwhile, as Starscream tries to convince Arcee that he's safe to let go, they discuss their similar viewpoints on Airachnid. When Arcee recalls how Airachnid terminated Tailgate, Starscream misinterprets this revelation that Airachnid is taking credit for what he did to Cliffjumper and angrily blurts out that it was his doing. This surprises Arcee, as Starscream was never present in the events of Tailgate's death, and demands to know who he is talking about. When Starscream is puzzled over Tailgate, asking Arcee who he is, she quickly deduces that Starscream was the one who killed Cliffjumper.

Starscream frantically attempts to convince her that it was a mercy killing, but Arcee doesn't buy it. She throws down the key to the cuffs so he can free himself and make it a fair fight. He picks up the key, but lets it fall. She tries to pick up the key again because she thought it was him being pathetic, but Starscream actually tricked her into getting close enough so that he can wound her with his claws.

Optimus and Bumblebee take cover behind a rock, but Airachnid burrows underground, coming up behind them and zapping Prime. Bumblebee starts exchanging fire with the Decepticon.

As Arcee and Starscream battle, Starscream taunts her by asking if Tailgate was weak like Cliffjumper.

Bumble Bee & Arachnid

Airachnid gloats over her new trophies, but the dust kicked up by Airachnid's weapon strikes on a nearby rock gives Bumblebee an idea. He blasts the rock face some more, kicking up a thick cloud of dust. Airachnid sweeps the cloud with the Immobilizer, and when the cloud clears, Bumblebee stands motionless. While Airachnid goes back to talking to Prime, Bumblebee sneaks up behind her and sucker punches her. As the Immobilizer is thrown into the air, Bumblebee shoots it and it shatters. Airachnid flees under fire from Bumblebee.

Arcee ready her guns

Starscream gets the upper hand in his fight against Arcee, kicking her around brutally. As he moves in to finish her off, she reveals she's been playing possum, and delivers a series of blows that brings him down. Arcee has her blades at Starscream's throat, ready to kill him, when she realizes that they're being watched by Bumblebee. She lets Starscream limp away and collapses.

Back on the Nemesis, an infuriated Megatron berates Airachnid for leaving Starscream as a prisoner of the Autobots. Airachnid claims that the Immobilizer was lost due to Starscream's incompetence, but Megatron rages that a "trinket" is nothing compared to the risk of the Autobots having access to all of the Decepticons' information - due to Starscream's "capture".

At the Autobot base, Ratchet has repaired the Immobilizer and used it to unfreeze Optimus and Bulkhead from their status. Arcee has also been repaired, but blames herself for chasing away Starscream. Optimus consulted with Arcee in trying to offer her some words of advice.  

Elsewhere, Starscream bashes his clamp bonds against a rock wall - shattering them. He realizes that he is now an independent, beholden to no one and flies off to consider his next move, claiming to be his own master now, servant to no one.





Optimus Prime



Tailgate (flashback only)

Cliffjumper (flashback only)







 Cast []


Starscream: I have been a fool. Made mistakes. Monumental ones. I now realize I was never destined to be leader, or even an equal partner. And, I am at peace with that. I have gained a clear understanding of my place in the universe. Of who I am. Of who I was always meant to be. Starscream: second in command, humble servant to Lord Megatron. Thank you for listening, Soundwave.

- Starscream to Soundwave, who still remains speechless.

Starscream: Oh, you would do well to respect me, Airachnid. Before I joined Megatron, I was Air Commander of a squadron of Energon Seekers.

Airachnid: On Cybertron, and how many eons ago was that?

- Starscream being put in his place by Airachnid.

Starscream: Airachnid...what I wouldn't do to get my hands around her wretched throat.

Arcee: So we can agree on one thing.

Starscream: Oh, you have no idea. She showed up one day, and the next thing you know, she's acting like she runs the place. She whispered lies into Megatron's ear, maneuvered to remove me of my rightful place.

Arcee: Well...she terminated my partner.

Starscream: What?! She's taking credit for scrapping him now too?! That was my doing!

Arcee: What? You weren't there.

Starscream: Uh, of course I wasn't. I don't know what I was thinking.

Arcee: Who are you talking about?

Starscream: No one. Who are you talking about?

Arcee: Tailgate.

Starscream: Who's Tailgate?

Arcee: You are the one. You extinguished Cliffjumper!

- Starscream and Arcee compare stories on Airachnid, only for Starscream to slip about Cliffjumper.

Starscream: I have been a fool. Made mistakes. Monumental ones. But I have gained a clear understanding of my place in the universe. Of who I am. Starscream: aligned with no side, servant to no one.

- Starscream book-ends the episode as he goes rogue.


  • When Airachnid freezes Prime, his battle mask is drawn back. Next scene, he has it out again.
  • When begging for mercy as Arcee pins him to the ground, Starscream's eyes (save for the pupils) are completely red (well, actually, just a bit pinkish, even). It does make him look even more scared, though. Until his next scene, when they're still like that.
  • When Starscream and Airachnid are arguing in the crashed ship a piece of Starscream's shoulder goes through his chest.
  • Optimus's trailer is missing its support legs.
  • When Megatron was yelling at Airachnid, his right eye cover very slightly goes through his head.


  • This episode was dedicated to Captain H. L. "Larry" Cullen, Peter Cullen's older brother, who served as a United States Marine in Vietnam and was the primary inspiration for Optimus Prime's voice. He died aged 70 on March 25, 2011, and was buried at Arlington National Cemetery on July 21, two days before the episode's broadcast.
  • This is the first episode to feature no humans.
  • Bumblebee really needs to work on his aim if he can't hit Airachnid even when she's only a few feet from him.
  • This is the first time in this series—and one of very few instances in the entire history of the franchise—when a character's thoughts are heard out loud.
  • This episode also deals with something that is often not addressed throughout the franchise: Starscream, for all his weaknesses and flaws throughout his various incarnations, is a very important part of the Decepticon war machine. Megatron is more furious at Starscream's (believed) capture than he is at the loss of a powerful weapon like the Immobilizer (which he dismisses as 'some trinket').
  • Ratchet gains yet another Decepticon weapon to study in this episode.
  • This is the last appearance of Starscream this season.
  • "Be still, my beating spark" is a variation of the human phrase "Be still, my beating heart", which is most often recited after seeing one's romantic interest.


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