Stop breathing down my neck!

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Marvel UK > Issue #323–324
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As their world lies dying, the Transformers attempt to maintain peace between them.


With Unicron destroyed, a small group of Autobots and Decepticons gather around the shattered remains of Optimus Prime, somehow still clinging to life. As Prime gasps out his final words, his last request is that Prowl make sure Grimlock takes command of the Autobots in his absence.

Elsewhere on the planet, Prime's Nebulan partner Hi-Q is on the run, fleeing from the creatures who just devoured Runabout. He thinks to himself that he needs to get back to Prime, tell him about the miraculous changes they both are going through, thanks to the Powermaster process.

At the new United Cybertronian compound, Prowl gives his news to a less than enthusiastic Grimlock. When Grimlock moves to go about his business with little more than a word, Prowl grabs him and tries to drill home his new responsibilities. Grimlock shoots back, telling him that the Ark has been stolen, complete with several deactivated Autobots who were never fully brought back by the Nucleon. Grimlock was planning to lead his Dinobots on an expedition to track down and retrieve the lost ship. Prowl's not done, though. He reminds Grimlock that Optimus Prime upheld a code of ideals for the Autobots, including the notion that Autobots do not kill, unless as a last resort to save others. He makes Grimlock vow to carry on Prime's views.

As Grimlock and the Dinobots leave, Prowl receives some bad news from Blaster's seismology report, while Bludgeon and his lieutenant Krok agree to bide time and weigh their options before making any moves.

On the search for the Ark, Swoop questions Grimlock, submitting that Prowl may have been right, that preserving the peace was more important than their current mission. Cynically, Grimlock informs him that the peace has no chance of lasting anyway. As he goes on, Grimlock's body suddenly seizes up completely, leaving him totally paralyzed. Just then, Hi-Q catches up with the Dinobots, and his hunters find him as well. The monsters surround the Dinobots, who are forced into battle instead of running away, in order to defend their helpless leader.

Meanwhile, at the stolen Ark, Starscream and Shockwave are attempting to enact repairs to the damaged ship. Starscream doesn't understand why it's necessary to repair the Ark, when they could easily hunt around and find another one. Shockwave explains to his partner that the Ark is still the best ship on Cybertron, and his calculations suggest they won't have time to hunt down and steal another ship. A shadowy observer silently agrees with his assessment.

Back at the battle, the Dinobots are having a rough time with the devil-creatures: they are incredibly resilient and continue to pop up by the dozen. As the Dinobots still refuse to abandon Grimlock, he silently laments that his rash use of Nucleon may leave them ALL frozen as he is... or worse. However, Hi-Q's Powermaster "energy vision" sees something else in Grimlock — a chrysalis of pure energy slowly building beneath his superstructure. Using his special abilities, Hi-Q manages to tap into and boost the process, pushing Grimlock's transformation to fruition in a matter of moments.

In his new Actionmaster robot mode, Grimlock is now bursting with power. He single-handedly sends the devil-creatures packing, and then grabs one of the stragglers to beat him to death as revenge. Hi-Q stops him, however, speaking to Grimlock about the inner conflict in his circuits, and that he only truly wins a battle when he gives peace and chance, and stops himself from taking life needlessly.

As the Dinobots turn to go, they're treated to a pair of surprises. First, Grimlock reveals that with his new power comes the loss of his ability to transform. Then, Hi-Q makes the startling claim that he somehow is Optimus Prime.


Script: Simon Furman
Pencils: Andrew Wildman
Inks: Stephen Baskerville
Colors: Nelson Yomtov
Lettering: Rick Parker

  • Originally published: March, 1991

Major characters

(Numbers indicate order of appearance.)

Autobots Decepticons Others


  • Pages nine and twelve of UK #324 have their color palettes reversed.

Items of note

  • The mutants had previously appeared in the UK comic stories "Underworld!", "Demons!" and "Dawn of Darkness".
  • This is the second time that Prime has died in the Marvel U.S. continuity.
  • This issue marks the first appearance for Rad and Krok.
  • Bludgeon and Grimlock are officially identified as the new Decepticon and Autobot leaders.
  • Grimlock's paralysis has been building since his exposure to Nucleon in U.S. #70, first with his leg in #72 and then his hand in #74.
  • Transformers Universe profiles for Grotusque and Horri-Bull are found after the main story.


  • The grand battle with Unicron concludes a storyline that began way back in Issue #60.
  • Grimlock's reinforcements were fueled with Nucleon in the previous issue.


They're actually both looking for characterization.
Let's see what you can see...

This article is in need of images.

Specifics: UK covers
  • U.S. cover: Frozen Grimlock, Swoop, Sludge and a Demon by Andrew Wildman
  • UK issue 323 cover: Aftermath of Unicron's attack by Andy Wildman
  • UK issue 324 cover: recolored version of U.S. cover by Robin Bouttell

That's still being published? What, with those Transformers that can't transform?

You'd think one of them would think to look behind them...


  • None yet identified.
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