On the run from the Decepticons, Octane seeks asylum on Cybertron, where he encounters the ghost of Starscream, who is still scheming in death.
Exiled from the Decepticons, the former Decepticon Octane now makes a living freighting scrap metal from planet Junkion for the Autobots. However, his past catches up to him when a vengeful Galvatron hires an alien bounty hunter, the Skuxxoid, to assassinate Octane. Just after he leaves Junk, Octane's cargo ship is destroyed by a bomb planted by his would-be assassin. Fortunately Octane is merely blown away from the explosion and is rescued by a passing transport ship.
Enraged by this failure, Galvatron dispatches the Combaticons to track and eliminate the exile. Fearing for his life, Octane takes refuge with the Autobots on Earth and seeks the advice of his friend Sandstorm, who at first doesn't believe him. When they are ambushed and the Combaticons concentrate on Octane while leaving Sandstorm alone, however, the Autobot is convinced and the pair escape Earth in an Autobot shuttle.
The two triple-changers stop and refuel at a neutral alien space station, and use the time to discuss the situation at the adjoining diner. Octane shows off to Sandstorm, juggling energon cubes and doing other tricks. The Skuxxoid has managed to track him and is foiled in several attempts to do away with the wanted ex-Decepticon - partly due to incompetence, partly due to interference. Finally, the Skuxxoid caves in and attempts to attack Octane by tackling the back of the Transformer's head. Octane grabs the alien and demands to know who hired him. When the Skuxxoid says he was hired by Galvatron, Octane decides to go deeper into hiding.
He is followed to Cybertron by Cyclonus, Scourge, and the Sweeps. When the attacking Decepticons pin him down, he seeks shelter in what appears to be a large drainage pipe, but turns out to be the secret entrance to a Decepticon Crypt. While there, he encounters the ghost of Starscream, who conspires with Octane to take control of Cyclonus. Successful, Starscream then proceeds to "capture" the runaway Octane. However, they are pursued by the Autobots, intent on protecting Octane. Starscream somehow manages to convince Rodimus Prime to let them go, to the confusion of the other Autobots.
When "Cyclonus" brings the cowering Octane back to Charr, Galvatron is initially furious that the exile was not destroyed. "Cyclonus" convinces Galvatron that the 'traitor' should be interrogated for any information he might know. At a faux display of torture, "Cyclonus" further convinces Galvatron that he has forced an Autobot secret out of Octane. The trio travel to a pre-arranged location earlier agreed to by Rodimus Prime and Starscream, trapping Galvatron in an ambush with many Autobots.
The ambush fails, however, and when Galvatron returns to see "Cyclonus" and Octane discussing his apparent demise, Starscream can't resist gloating, revealing his presence to the Decepticon leader, who proceeds to blast a hole into the possessed Cyclonus' torso. Starscream de-possesses Cyclonus the moment before the blast hits.
As Galvatron orders Cyclonus repaired to top working order, the obedient Scourge is revealed to be Starscream's new host body.
Original airdate: ?
Episode #: 74
Written by: Megeen McLaughlin
(Numbers indicate order of appearance.)
"I'd probably be a jerk too if I was made of junk."
- —Octane, apparently having forgotten that he is a jerk.
"Here's your energon, tall, dark and metallic!"
- —Alien serving wench
"A little heavy on the photons."
- —Alien tentacle guy after eating the Skuxxoid's pistol.
- —Skuxxoid saying...something after hearing the space station intercom announce that number 27 has been refueled.
"I interfered with Galvatron's orders! I swiped Trypticon and tried to become powerful enough to become the new leader of the Decepticons!"
- —Octane, needing a thesaurus.
"Take THAT, you overgrown tin can, and that, and THAT, and—I didn't WANT this job, I HAD to take it! I've got a wife and kids! I HAVE to deactivate you! Look, a guy's got to make a living, don't you understand?!"
- —Skuxxoid, easy lizard, we don't want to hear your life story!
"He must be hiding in the crypt."
"Good. Then we won't have to take him anywhere when we're done."
- —Cyclonus and Scourge
Scourge: "You! Go down that shaft!"
Whining Sweep: "How come I gotta do the dirty work?"
Scourge: "You! See if the traitor is hiding down there!"
Cowardly Sweep: "No way! If you're so fired up to know what's going on, you go down there!"
Scourge: "YOU LEAD!"
Politely Declining Sweep: "I wouldn't want anyone thinking that I question you as a leader, but sorry."
Cyclonus: "I question your leadership skills, Scourge. The last one in there will face me!"
(The Sweeps jump into the shaft.)
Cyclonus: "You have much to learn."
Scourge: "Yes, that is true."
Cyclonus: "Now, DIVE!"
- —Scourge, the Sweeps and Cyclonus debate entering the Crypt.
Whining Sweep: "No sign of life here!"
Cowardly Sweep: "No, absolutely quiet as a tomb!"
Politely Declining Sweep: "Gone, yeah, he's gone!"
Cyclonus: "Cowardly fools—fan out and search!"
- —The Sweeps and Cyclonus inside the Decepticon Crypt
"Come out and die like a warrior! How dare you disgrace your ancestors by cowering like a pocket computer! He's worse than the Sweeps! Come out and face your fate like the powerful Decepticon you once were, not like the miserable excuse for a Decepticon you have become!"
- —Cyclonus, after spotting Octane hiding behind somebody's marker
"Sufferin' software! How the devil did they get in here?"
- —Kup, after seeing the Decepticons fly away with Octane
"Yes...we will interrogate him. Even if it's not informative, it will be fun!"
"Ahhh, that's one thing I will say for Cyclonus. He administers a good interrogation."
- —Galvatron listening to Cyclonus and Octane's faux interrogation
"I'll never tell! (Hey, you got really close that time.)"
Snicker "You'd better before they discover your bad acting!"
- —Octane and Cyclonus/Starscream during their faux interrogation
Animation and/or technical glitches
- When Galvatron is speaking in the opening sequence of the episode, only his throne is seen, the character is missing.
- While Octane is walking with Sandstorm outside Autobot City, he trips and falls over a rock. The rock actually jumps in front of Octane's foot causing him to fall down. Can't this guy catch a break?
- After Octane gets up and the pair begin to walk again, the background is of deep space, even though they are on Earth.
- When Octane and Sandstorm transform and go off joyriding, for some reason Sandstorm constantly emits exhaust fumes.
- None of the Combaticon lasers sound like traditional Decepticon laser weapons—a common occurrence in Season 3, where the Decepticons regularly have old science fiction stock sound effects for their weapons. One particularly notable instance of this practise can be heard when Cyclonus fires upon Sandstorm. The laser sound accompanying this shot is sampled from a scene in The Empire Strikes Back, in which C-3PO is shot to pieces by a Stormtrooper. The sample, however, fails to cut out 3PO's cry of "No!", and his voice can heard in this episode and each time the sound effect is used again, in "Only Human" and "The Rebirth, Part 1."
- Autobot City's wall is very, very low—low enough for Octane and Sandstorm merely to jump over when the Combaticons fire upon them.
- As Octane stuffs his face with "energon", he makes repeated "gulping" sound effects.
- When the Decepticons attack Octane on Cybertron, some of the laser fire coming towards Octane is coloured gold, like Autobot lasers.
- Starscream's marker in the Decepticon crypt only has his boots in every shot. Either this is an animation error, or somebody in the Decepticons had a sick sense of humour, as Starscream's legs were the only things left after Galvatron destroyed him. Given that the animation specifically shows one of the boots falling over, it appears to be the latter.
- The back of Starscream's legs are colored light blue as he creeps up behind Cyclonus in the Crypt.
- Silverbolt is drawn with four engines when the Aerialbots go after Cyclonus/Starscream's group.
- When the Autobots counter-attack in an attempt to rescue Octane, Kup is shown arriving at the battle driving backwards.
- When Octane and the possessed Cyclonus are sitting around Decepticon headquarters discussing Galvatron's fate, Starscream/Cyclonus' dialogue is animated as Octane speaking, and vice-versa.
- For some reason Autobot City appears to be deserted, as nobody comes out to investigate the battle with the Combaticons.
- After escaping the Combaticons, Sandstorm and Octane are suddenly flying to a space station on an Autobot shuttle. When did that happen?!?
- The "energon" served on board the alien space station/space trucker rest stop is drawn and coloured as small orange wedges, rather than the traditional glowing purple cubes.
- The Skuxxoid's laser pistol has a sight as he arms it, but is sightless when he aims it at Octane. The sight reappears in subsequent shots.
- It is unclear what happened after Starscream and Octane delivered Galvatron into Rodimus Prime's trap. Galvatron is surrounded and vastly outnumbered by the Autobots, but appears to escape by the end of the episode, albeit heavily damaged.
- The Beast Wars episode "Bad Spark" would explain Starscream's "ghost": The spark of Starscream possesses a mutation which has rendered it indestructible.
- Japanese artwork seen in TV Magazine showed Blitzwing rather than Octane as the Decepticon being accosted by the spectre of Starscream. This appears to have been the original direction of the storyline, as at that point, Blitzwing had been banished from the Decepticons after his selfless actions in "Five Faces of Darkness, Part 5" and was on friendly relations with the Autobots and the Junkions. The Sandstorm role also seems to have been originally written for Springer. The change was likely related to the fact that Octane was the newer toy.
- In the year 2006, the Skuxxoid uses the high-tech explosive dynamite.
- The female robot Octane ogles on his internets looks surprisingly like Arcee...but with much larger...shoulder pads. Yes.
- When Sandstorm asks if Octane is all right after the latter falls down, he doesn't sound very sincere.
- Sandstorm's cockpit is evidently large enough for Octane to operate him in robot mode.
- For some reason, the Decepticon crypt is accessed via a drainage grate.
- The freighter Octane uses at the start of this episode is apparently a common Autobot design, as one is seen entering Cybertron as the Decepticons make their second attempt on Octane's life.
- This episode is the first appearance of Starscream's ghost. He also appears in the G1 episode "Ghost in the Machine" and the 4th issue of the 2010 manga, in which he possesses Guiltar. He was then featured in the Beast Wars episode "Possession", in which he takes over Waspinator, and his latest appearances have been in episodes of the 15 Go! Go! comics and Kiss Players radio drama.
- Kup oversees Cybertron's security in Shockwave's old tower.
- Galvatron seems to be looking at the audience when he talks about the interragation.
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