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Project Predacon is the fifth episode of the third season of Transformers: Prime. It is the fifty-seventh episode overall of the series overall.


The Decepticons launch a new scheme to clone an army of Predacons. Meanwhile, the Autobots attempt to track down the bones before the Decepticons can get them.


Agent Fowler arrives at the Autobots' new base driving a massive military armed truck, described as an "experimental, all-terrain, expeditionary fighting vehicle." Optimus gives his approval and begins to scan it.

The next day, Ultra Magnus and Wheeljack return from the rubble of the former Autobot base with what little they could find left. Wheeljack is happy enough to find their lobbing ball with which he immediately initiates a game of Lobbing. Unprepared, Bulkhead is unable to catch the ball and it bounces off of him, very nearly crushing Miko, who is pulled to safety by Jack. Ultra Magnus admonishes Wheeljack's reckless behavior, once again citing his distaste for Wrecker behavior. He tells Wheeljack that if he'd rather not follow orders, he's free to walk away, as he did back on Cybertron. Wheeljack remarks that if his ship wasn't destroyed, he'd do just that before storming off. Magnus then questions about Optimus and his whereabouts, to where Ratchet replies with information on Prime's search.

Meanwhile, Optimus puts his new jet pack to use investigating recent Decepticon activity. He comes upon a cave entrance in the side of a mountain and transforms into his new vehicle mode to enter.

Miko wishes all of the Autobots had jet packs, but Ratchet reminds her that the Forge of Solus Prime has been depleted of its power. Smokescreen returns from scanning new "war paint," but this fails to impress Ultra Magnus, who immediately assigns him a menial duty. Smokescreen grumbles about how he nearly became a Prime, but pretends to have said something else when Ratchet overhears. Arcee and Ratchet then quietly contemplate their actions from the previous episodes, with Ratchet saying that the Autobots were fortunate to have Smokescreen as he's inexperienced enough to not follow protocol.

In the cave, Optimus comes across a group of Insecticons excavating some very large skeletal remains and makes short work of them. But he is unable to prevent Bombshock from escaping with a piece of the fossil.

Optimus returns the rest of the fossil to the base, and reveals that it's the remains of a Predacon. Smokescreen notes that Predacons are supposed to be extinct, since before most life began on Cybertron. The Autobots deduce that the recently returned Shockwave is behind the one they already fought, and most likely plans to clone more of them. Aboard the Nemesis, Starscream reacts to the presence of Predacon remains on Earth with cynicism. Megatron explains that the remains actually belong to an army of clones that he had commissioned during the war. They were sent to Earth to kill remaining  Autobot forces and gather Energon, and there they remained until succumbing to the ravages of time through the ages. Shockwave confirms that he can create new clones from the endomatter of the deceased batch and extract their CNA.

Ratchet shows the children images of Predacons from Cybertronian historical texts. Jack recognizes them as robotic versions of creatures from Earth's own various mythologies. Optimus notes that the Predacons were very likely the inspiration for such tales.

Ratchet revisits his Synthetic Energon formula, in hopes of replenishing the Energon stores lost when their base was destroyed. Fowler suddenly reports that satellites have picked up Decepticon activity in both Texas and Scotland, which he replied to not forget their kilts. Optimus assigns Ultra Magnus to go to Scotland with Bulkhead and Wheeljack. Ultra Magnus asked Optimus what a kilt was and Optimus replied that Agent Fowler can at times be oblique, which leaves Optimus to simply nod and mobilize. Ultra Magnus notes the Forge of Solus Prime having many emotions tied to it, but Optimus replied that it was no time for a stand on ceremony. Ultra Magnus takes the Forge and replied that he would be honored to use for some practical use. Meanwhile, Optimus, Bumblebee, and Smokescreen Ground Bridge to Texas and split up.

Alone together, Smokescreen asks Bumblebee if he'd ever wanted to be a Prime. Bumblebee says his only aspiration is to be a warrior. When Smokescreen asks why Optimus hasn't promoted him from scout yet, Bumblebee reveals that it's his choice. Their conversation is interrupted first by a squad of Vehicons who they swiftly defeat, they are then confronted by Shockwave, toting the remains of a Predacon. Shockwave flees from the Autobots but runs into Optimus, who blasts him out of vehicle mode. Just then, a Ground Bridge opens and Soundwave emerges in plane mode to battle Optimus in the air. Shockwave makes a run for the Ground Bridge, but is attacked by Bumblebee and Smokescreen.

While Optimus fends off Soundwave, Laserbeak deploys and is able to get in close, delivering an electrical shock that sends Optimus crashing to the ground. On the highway overpass above him, Bumblebee and Smokescreen are able to wrest the Predacon fossil away from Shockwave, but not without breaking it, sending a small piece falling over the edge. Optimus rushes back into the air to catch it, but Soundwave activates a second Ground Bridge that catches the falling fossil in mid-air and deposits it into Megatron's waiting hand aboard the Nemesis. Their mission complete, the Decepticons retreat through the Ground Bridge from which Soundwave emerged.

On the Nemesis, Megatron decides that Shockwave is much too valuable to Project Predacon to risk using in the field of battle. Shockwave agrees to confine himself to his lab and leave the task of collecting bones to Starscream. Megatron notes how anxious he is to set his army of beasts on humankind.


(Numbers indicate order of appearance.)

Autobots Decepticons Humans


  • When Soundwave transforms to robot mode and lands on the clifftop, he's wearing Laserbeak, even though Laserbeak was already deployed.
  • In a few shots during the highway fight, Shockwave lacks any footstep audio for a few seconds. This is noticeable while Shockwave grabs the bone and starts running towards the Groundbridge.

Notes and References[]

  • Don't blink, this is one of the only two times Optimus uses his vehicle mode in Season 3.
  • This episode premieres a new title sequence with significantly more Predaking and Shockwave in it, and also features Prime's new body and Bumblebee's new paint job. There's no Wheeljack, Ultra Magnus, or Smokescreen, though.
  • This is one reference-heavy episode, isn't it?
  • Megatron says that the cloned Predacons fell victim to "the ravages of time" between their being stationed on Earth and the rest of the Decepticons arriving. This is likely because they had no access to fresh Energon (and didn't have the knowledge and capability to exract and refine the Energon deposits they were entrusted to guard).
  • This episode establishes that when a Transformer upgrades their body the alternate mode for that body is reset and they must choose another appropriate one.
  • As of this episode, Optimus is the only Autobot to use a weapon in Alt mode.
  • With Optimus Prime, this episode marks the first time we've seen an Autobot scan their vehicle mode on-screen.
  • When Arcee and Ratchet were discussing about Smokescreen's actions of going back. She discussed if Smokescreen didn't return then Optimus might not be with them. Which would be true as Optimus would have been captured.



File:Transformers Prime Project Predacon Promo (HD)

Project Predacon (episode)}}