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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.
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 her 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.
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. 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 her 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.
But even Megatron himself is surprised when, after sufficient doses of All Spark 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.
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....
(Numbers indicate order of appearance.)
"Oh, music! Yes, she does love it. The louder, the better, apparently."
Bumblebee: Here it comes!
Bulkhead: Swing it! 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 to use a bat.
Prowl: This will not end well...
- —The Autobots are introduced to the piñata concept.
"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, it appears that 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."
- —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 loss was unfortunate, but the key's power will be worth his sacrifice when I get my servos on it...as soon as I have servos."
- —Megatron reflecting on the defeat of Soundwave.
- Megatron wanted to use Soundwave as his own body; but in "Nanosec", Megatron makes clear that such a body would have to be built from destronium, which he cannot acquire. Then again, Soundwave was very easily damaged by Bulkhead at all stages of his evolution; perhaps Megatron meant to use the permanent repair powers of the Key to make up for sub-par construction materials.
- The Tutorbot said good afternoon to Sari while it was in the evening.
- 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.
- The store in the opening scene, Wyatt Toys, is almost certainly named for ranking Transformers Animated staffer Derrick J. Wyatt.
- 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.
- The piñata at Sari's birthday party is a purple theropod dinosaur, yesssss....
- When arguing against using the key, Bulkhead brings up various disasters it has caused:
- Soundwave is positively oozing references to his Generation 1 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 1 cartoon).
- The appearances of the present box Soundwave arrives in and the remaining piece of Soundwave are based on the Generation 1 Soundwave's altmode, albeit in a teal and gold color scheme instead of blue and silver.
- 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.
- Oh my god, the fanwank.