As the Autobots prepare for battle against Darkmount, Fowler points out that the military has the weapons necessary to take down the fortress, but can't attack while Darkmount's fusion cannons are pointed at major cities. Ultra Magnus resolves to disable the cannons. As Darkmount has Ground Bridge jamming capabilities, they will have to attack in a more roundabout way.
Jack uses his cellphone at a gas station, and his signal is promptly picked up by the Decepticons. Starscream dispatches his seekers to investigate, but Ratchet Ground Bridges Jack back to the Harbinger before they can reach him. Miko likewise calls for pizza from a New York alley to lure Decepticons there. Ratchet has Jack make a fake transmission from an Energon Mine, forcing Starscream to send Insecticons to check the location. With the Decepticon forces scattered, the Autobots bridge to the fortress while Agent Fowler stands ready at a nearby air base with a squadron of jets.
As the report comes in that the Energon Mine is safe and not under attack, Megatron demands to know why the Decepticons have been spread so thin. Soundwave solves the mystery of where the Autobots are by pointing out the existence of the Harbinger, however before Starscream can dispatch his armada to sneak and destroy it, Darkmount itself comes under attack. Down below, Wheeljack and Bulkhead toss grenades at the base of the fortress and use their new weapons to stave off the Vehicons that attack them. Meanwhile, Bumblebee and Arcee take a more subtle route.
Shockwave humbly suggests releasing Predaking on the attackers. The beast enters the fray, but is quickly distracted by Ultra Magnus's ship. As it attempts to chase Magnus, Ratchet opens a GroundBridge, sending the creature to the Arctic, where it quickly freezes. Shockwave leaves the Nemesis and starts jumping down the side of the fortress.
The dying Optimus begins to have a vision of the Allspark and Alpha Trion. Though Prime worries about the fate of the Matrix, his old teacher assures him it will pick a new leader.
Arcee reports to Magnus that she and Bumblebee have run into some trouble and are pinned down. Ultra Magnus decides to take matters into his own hands, entering the fortress and attacking the fusion cannon control room directly. He swiftly takes care of the Decepticons at the controls, only for Megatron himself to arrive. Meanwhile, Shockwave reaches the bottom of the tower and incapacitates Bulkhead and Wheeljack with a single cannon blast, and Arcee and Bumblebee are surrounded by Decepticon troops. Ultra Magnus fights well against Megatron, but ultimately loses and is dragged up to the throne room.
Alpha Trion invites Optimus to join with the Allspark. In the cavern, the light in Optimus's eyes goes out and his chest opens to reveal the Matrix. Smokescreen has other ideas, and drags the Forge of Solus Prime over in order to place it in Optimus's hand. A surge of energy fills the hammer and the wave knocks Smokescreen away. As Ultra Magnus won't tell Megatron anything, the Decepticon leader orders the prisoners to be executed and the fusion cannons fired, however Starscream points out there's something incoming. At the Harbinger, Ratchet also detects the inbound object, and it has an Autobot signature.
As it reaches the visual range of the Decepticons, it revealed to be Optimus himself, in a new upgraded form. Landing in the throne room, Optimus deals Megatron in a series of blows before throwing the Decepticon leader into the throne. Once the other Decepticons have been dealt with, Magnus briefs Optimus, who sets out to destroy the fusion cannons. The Autobots at the base of the tower, on hearing the news, overthrow their captors.
Enraged, Megatron takes to the air and attempts to shoot down Prime. The news that there are incoming human forces has Starscream order the fusion cannons to fire, but while they're still powering up, Optimus Prime punches Megatron and tosses the Decepticon leader directly into the fusion cannon power core, disabling the cannons. The Autobots make a hasty withdrawal as Fowler's squadron of jets unleashes a barrage of missiles on Darkmount. The Decepticons likewise retreat to their warship. Smokescreen drives up the highway in time to see the fortress come crashing to the ground.
Later, at a military base, Agent Fowler gives the Autobots a speech of thanks. The Autobots note that the Forge's power has been completely drained, but Ratchet assures Smokescreen that he made the right choice.
- Peter Cullen as Optimus Prime
- Frank Welker as Megatron
- Steve Blum as Starscream
- Daran Norris as Knock Out
- David Sobolov as Shockwave
- Jeffrey Combs as Ratchet
- Nolan North as Smokescreen
- Sumalee Montano as Arcee
- Kevin Michael Richardson as Bulkhead
- James Horan as Wheeljack
- Michael Ironside as Ultra Magnus
- George Takei as Alpha Trion
- Josh Keaton as Jack
- Andy Pessoa as Raf
- Tania Gunadi as Miko
- Ernie Hudson as Agent Fowler
"Guess we'll have to sneak past enemy lines, Wrecker-style."
"I couldn't deal with 'Wrecker-style' back on Cybertron, and I refuse to deal with it here."
- —Wheeljack and Ultra Magnus
"I knew the humans couldn't resist using their telecommunications... That is all they seem to do."
- —Starscream does have a point there...
"Ultra Magnus, you are no Optimus Prime."
"This isn't how the story's supposed to end."
Optimus Prime: Commander?
Ultra Magnus: Sir, you are looking... robust.
"Is it true the Forge has been drained of its power? Then any hope of rebuilding the Omega Lock has truly been lost."
"I... did what I felt was right."
"And your instincts once have again proven to be quite sound."
- —Ratchet and Smokescreen on the Forge of Solus Prime.
- Main Article: Rebellion Gallery
- The Autobots dispose of Predaking in the same manner as they did the Scraplets in "Scrapheap".
- The Forge of Solus Prime was established to be low on energy in "Prey". Optimus' upgrade drains it completely.
- Optimus repeats the line "Megatron, begone" from "Orion Pax, Part 3", in much the same context.
- Wheeljack retains the scars inflicted by Starscream in "Scattered".
- With Darkmount destroyed and the Autobots getting a new base courtesy of the U.S. military, both sides are pretty close to where they started off. Just like old times.
- Arcee didn't seem surprised to see Shockwave, despite her asking if he survived the explosion in their previous interaction.
- Optimus Prime gaining a flight-capable backpack is something of an Optimus tradition by this point.
- Ultra Magnus 's "couldn't deal with" remark seems a nod to his Generation 1 counterpart's oft-referenced line from The Transformers: The Movie.
- Predaking is frozen in the Arctic, a fate that befell the movie version of Megatron. This marks the first of at least 9 similarities the two have as episodes that show Predaking's personality and robot form increase their parallels.
- The Autobots trap Predaking in the Arctic, which provokes Shockwave to get angry and blast Bulkhead and Wheeljack. This scene is a little similar to Transformers: Dark of the Moon where Optimus Prime destroyed Shockwave's Driller which Shockwave angrily blasted Optimus temporarily out of the battle.
- When the Autobots were captured, it was quite similar to the Autobots being held captive in Transformers: Dark of the Moon where Que (known as Wheeljack in that version) was executed on the spot and the Autobots in the TV series were near to execution as Megatron gave the order. The sudden arrival of Optimus Prime in both the TV show and movie was also a similarity of Optimus coming in to stop the Decepticons when all hope seemed lost.
Animation and technical errors
- Wheeljack doesn't have a grenade on his hip when he and Bulkhead engage the Seekers, but it appears there immediately after he uses his energy whip to destroy a few of them.
- When Wheeljack unsheathes his katanas to attack the Decepticons, the handles remain part of his character model as he draws them. The error is fixed by the next shot.
- When Optimus flies to the scene and quickly starts pounding Megatron, the latter's leg wobbling doesn't really match with background movement.
- Ratchet's "Pfft, well..." reaction to Miko suggesting the Forge might do him some good is completely out of sync with his mouth movements. The line itself is lifted from "Scattered".
- When Megatron drops to the ground about to fight Ultra Magnus, the sound from his landing seems to stop too abruptly. Normally there is a slight echo after a crashing sound effect. Maybe the room did not create an echo?
- When Megatron shoots Ultra Magnus's rifle out of his hand, the laser is red instead of purple.
- When the Autobots sent the Scraplets to the Arctic in "Scrapheap", Ratchet reasoned that the smaller body mass of the Scraplets would render them much more vulnerable to the extreme cold. By comparison, both Optimus and Arcee remained functional, if somewhat impaired, for a significant period. Despite this, Predaking, who is even larger than Optimus (not counting the wings), is frozen solid in under a minute.
- Wheeljack is seen in Ultra Magnus' ship holding the energy whip and a blaster. However, in the battle that follows said blaster is nowhere to be seen.
- Darkmount was located right next to the ruins of the Autobot base. Smokescreen retrieved Optimus from the rubble and presumably hid him in a cavern somewhere close by. Yet when Smokescreen tries to join the battle, he's seen arriving by the highway, having apparently driven a considerable distance.
- This is the first time in this series that anyone has flown in robot mode.
- The music that plays in "Orion Pax, Part 3" when Jack was downloading the Key to Vector Sigma plays as Smokescreen places the Forge of Solus Prime on Optimus's right hand.
- Megatron says "Ultra Magnus, you are no Optimus Prime" after defeating him, referencing the fact that many Ultra Magnus toys/characters are repainted/retooled versions of the corresponding version of Optimus Prime. Whenever this is done, it is usually very obvious.
- This episode has a different map of the United States, this time with Louisiana in the right place.
- Fowler refers to the jet fighters as Skystrikers, like the fighters from G.I. Joe; this was one of the set-ups for the eventually-canned Unit E crossover project that Prime was intended to lead into.
- Optimus and Megatron would not meet again until "Deadlock".
- This is the last time we see the Decepticon Miners.
- Darkmount is destroyed.
- This is the only time Ultra Magnus and Megatron meet.