Soundw anim

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Sari's new musical toy robot seems to have an evil streak­ and the ability to control other machines, but Bulkhead is the only one who sees it.

German title: "Schall und Rauch" ("Sound and Smoke")
Japanese title: "Operation: Sound Wave" (音波大作戦 Onpa Daisakusen)


Soundwave shematics


Bulkhead takes Sari toy shopping for her birthday (or "construction date" as he terms it), to purchase her something that makes the loud music she loves so much. The two of them are attacked by Professor Princess, who is on an ironically violent crusade to destroy violent toys. They are able to defeat the bizarre villainess only after Sari uses the power of the Key to trigger a powerful sonic attack from the stereo systems in the toy store. Megatron, monitoring events via security cameras as usual, notices both the power of the Key and the frivolous ways in which Sari employs it. He designs a new robot for Sari and tricks Dr. Sumdac into allowing him to produce it.

Animated soundwave cassette

Masterpiece Soundwave sure is big.

Sari's birthday party isn't much fun; she has no real friends, the only attendees being the children of Sumdac Systems employees, who continue to be put off by her bad manners. When the Autobots arrive to help celebrate, the kids are quite happy to go play with the giant robots and leave the weird girl behind. Bulkhead tries to present Sari with his gift for her, a xylophone (Awwww!), but Dr. Sumdac steps in first and gives her the "toy" designed by himself and Megatron: a responsive, interactive, dancing, music-and-light-show robot known as Soundwave. It's hard for Bulkhead to compete with that, and so, embarrassed, he slinks away dejectedly. As days go on, Sari pays less attention to Bulkhead and far more to Soundwave. When she inevitably starts to grow bored with her new toy, she uses the Key on it. Each dosage of the Key's power unlocks new features on Soundwave, making his musical light show more involved and impressive, and even more fun than plain ol' Bulkhead and the Autobots.

This has been Megatron's plan all along. Soundwave's systems were designed to grow and evolve when exposed to the Key; eventually, Sari will unwittingly upgrade him into a suitable body for Megatron himself. Bulkhead begins to see signs of Soundwave's evolving nature—"Did that thing just move by itself?"—but no one believes him. Megatron successfully uses Soundwave's weaponry and voice-modulation systems to make both Sari and the Autobots think Bulkhead is erratic, jealous, and dishonest.

Soundwave's musical transmissions soon become powerful enough to control other Sumdac Systems automatons...which are pretty much everywhere. Megatron had not foreseen this. Sari takes Soundwave and Tutor Bot to the park, where they have an impromptu concert, complete with garbagebots banging on their fellow garbagebots, and dancing humans. (Even Tutor Bot does a little dance.) Bulkhead arrives, trying to convince Sari that something is wrong with Soundwave. However, as she turns her back to Soundwave, the music-bot activates a cannon and targets Sari. Bulkhead destroys Soundwave, forcing Sari to use the Key to restore him, and he immediately starts up again. Optimus tells Bulkhead to give Sari a little time and space, saying that she still values her friend more than her toy, but Bulkhead isn't so sure. Megatron is convinced that Bulkhead is no longer a problem and decides it's time to take Soundwave for a test run.

Garbage bot

R-E-C-Y-C-L-E! Something trash has got to be!

But even Megatron himself is surprised when, after sufficient doses of AllSpark energy via the Key, Soundwave grows fully self-aware and enhanced with Cybertronian upgrades. Neither Megatron nor Sari can control Soundwave anymore. As he explores Detroit, he is puzzled and angry to see machines like himself forced into servitude for humans; he finds this illogical and believes it should be the other way around. Megatron reveals himself to Soundwave, rather straightforwardly telling him of the Decepticon goals of conquest and machine supremacy, the injustice of the Key in Sari's possession, and the Decepticons' hatred for the treasonous Autobots who value organic life. Soundwave compels hundreds of smaller automatons to merge with him, constructing a new transforming body for himself and proclaiming himself to be a Decepticon. He commences "Operation Recruitment", using his sonic signals to turn all the automatons against both Autobots and Humanity. The Autobots attempt to track down Soundwave, but they are overwhelmed by his minions and flustered by his ability to forge deceptive messages on their own communication systems. Bulkhead manages to come face-to-face with Soundwave, but even the largest Autobot is swatted down by Soundwave's concussive sonic attacks. Soundwave attempts to convince Bulkhead of the rightness of the machine cause and the inferiority of Humanity, and orders him to destroy Sari. Bulkhead plays along for a few moments, but it's all a trick; as soon as he gets within range, he clobbers Soundwave, who shatters into his component automaton pieces.

Soundwave ending

Rise of the iPods.

The crisis averted, Bulkhead and Sari strengthen their friendship over some (quiet) music. Megatron fumes in disgust at their victory, swearing again to reconstruct himself. And, far beneath the city, the last intact piece of Soundwave flickers back into activation....


Featured characters

(Numbers indicate order of appearance.)

Autobots Decepticons Humans Others


"Onward, Powdered Sugar! Let's discontinue this big, naughty, battle toy once and for all!"

Professor Princess to her Little Pony

"Oh, music! Yes, she does love it. The louder, the better, apparently."

Isaac Sumdac, showing that Sari has much in common with some Autobots.

Bumblebee: Here it comes!
Prowl: Swing.
Bulkhead: Give it the old Bulkhead treatment, Sari!
Optimus: Why exactly is she swinging at a colorful animal?
Ratchet: Smack it! Smack it already!
Bulkhead: Hold on, Sari, I'll help! I don't even need a bat.
Prowl: This will not end well...

—The Autobots are introduced to the piñata concept.

"The idea is to celebrate the kid's birthday, not make it her last one!"

-Ratchet, after Bulkhead trashes the party area.

Kid: C'mon! Say, say it! Pleeease?
Optimus Prime: Uh, uh, okay. Umm. "Transform and roll out!"
Kids: Yeah!

—Optimus learns what Peter Cullen's life is like.

"I am Soundwave! I am Decepticon! The revolution begins now!"

Soundwave achieves sentience...and a new body.

"Good afternoon, Sari. Today's lesson is... THE EXTINCTION OF ALL HUMANITY!"

Tutor Bot turns on Sari. All that abuse has finally caught up.

"We're coming to you live from downtown Detroit, where, from what we can tell, all the automatons in Detroit have gone amuck... including my camerabot! AHHHHHH!"

The Anchorman reporting on—and participating in—the robot revolution.

"Machines of Detroit, hear my signal and make it your code. Today begins the liberation of robotkind."
"I liked you better when you danced for me."
"Silence, fleshling!"

Soundwave and Sari Sumdac on his newfound sentience.

"Split up! Bumblebee, you're with me. Prowl, you're with Ratchet. Bulkhead—"
"Yeah, yeah, I'm on my own. As usual."

Optimus Prime's orders depress Bulkhead.

"Soundwave's defeat was unfortunate, but the Key's power will be worth his sacrifice when I get my servos on soon as I have servos."

Megatron reflecting on the defeat of Soundwave.


  • In the Japanese version, it was aired as the fourth episode. As a result, many scenes with an active Megatron in the episode were removed and thus Soundwave's origins changed slightly.

Continuity errors

  • The Tutorbot said good afternoon to Sari while it was in the evening.
  • While he's being partnered up with Optimus, Bumblebee's faceplate comes in horizontally, with one half coming from each side. However, in "Nanosec" it slides up as one piece.
  • Why wasn't Professor Princess taken away by the police after she was defeated?
    • Presumably child-jail laws still apply, however, I'd make an exception for her. She is truly evil to Hasbro. If she succeeded, Transformers toy sales would plummet.

Animation errors

  • At Sari's party when the Autobots leave, Bulkhead's headlights are black instead of red.
  • When Megatron watches over Sari and Bulkhead after she has put the Key into Soundwave, the Key is still present around her neck.
  • When Soundwave is shown from behind after Bulkhead's punch connects, his left thumb is colored blue instead of yellow.

Transformers references

Animated kremzeek

Please stand by as this annoying electric lifeform causes havoc with our machinery.

  • The store in the opening scene, Wyatt Toys, is almost certainly named for ranking Transformers Animated staffer Derrick J. Wyatt.
  • Back in "Nanosec", Megatron required destronium to build a Cybertronian-strength body from scratch. In this episode, he sidesteps that problem by opting not to build one from scratch, but by using the power of the AllSpark to evolve a body built with Earth-tech up to Cybertronian standards. Presumably, he came up with this scheme off the back of the creation of the Dinobots in "Blast from the Past", who were also Earth-made robots that the AllSpark transformed into Cybertronian-strength behemoths.
  • Kremzeek is part of the "Please Stand By" image on a malfunctioning TV station.
  • The animation model for the TV station's reporter looks like an older version of Hasbro/Sunbow cartoon newsman Hector Ramirez, right down to the suit he's wearing.
  • One of Sari's "friends" is based on Daniel Witwicky. He was last seen with his parents in "Transform and Roll Out". Since all the "friends" are identified as children of Sumdac employees, one can assume that "Spike" and/or "Carly" work for Isaac Sumdac.
  • Soundwave is positively oozing references to his Generation One predecessor. He speaks in a similar heavily-processed robotic monotone; at one point, he manifests a cylindrical shoulder cannon; he orders his minions around by directing them to perform an "Operation"; and his eyes switch from yellow (like the original toy) to red (as they appeared in the Generation One cartoon).
  • The appearances of the present box Soundwave arrives in and the remaining piece of Soundwave are based on the Generation One Soundwave's altmode, albeit in a teal and gold color scheme instead of blue and silver.
  • The customer who angrily demands his hot dog looks suspiciously like Doctor Arkeville.

Real-world references

  • Bulkhead can open his chest and use it as storage space to keep things in, just like some other robots.
  • The episode's title is, of course, taken from a line in William Shakespeare's Macbeth, but it probably signifies nothing.
  • Professor Princess's mount, "Powdered Sugar", could have stepped right out of Hasbro's popular girls-toy brand My Little Pony. Its decapitation, meanwhile, seems to be a nod to a famous scene from the movie The Godfather.
  • Also, the BGM that plays when Profeesor Princess first appears is very reminiscent of Sailor Moon theme.
  • For some reason, Sari has an old rotary phone when she calls Bulkhead. Possibly she borrowed it from Captain Fanzone.

Miscellaneous trivia

  • Why is it that the Autobots don't wonder why Soundwave starts wearing the Decepticon insignia?
  • Why doesn't Sumdac notice the enhanced Soundwave blueprints? It appeared for at least three seconds, enough time to notice the 'evil looking' robot.
  • The gag where the Sumdac-System robot loses control of dogs which he puts on a leash is reused in the episode "Society of Ultimate Villainy".
  • Prowl, who was said to smile seldom and never laugh, briefly chuckles in this episode; this is seen (and heard) when Sari is swinging at her birthday piñata.
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