Porter C. Powell comes up with a line of Mega-Van called "The Bulkhead", and uses Bulkhead's popularity as an Autobot to sell it. Meanwhile, Lockdown is hunting down Optimus and his crew when he runs into Blackarachnia.


The Insincerest Form Of Flattery

Porter C. Powell has a shiny new idea for making money out of loyal suckers - I mean, customers. He's turned Bulkhead's Swat van into a mega-van for soccer moms, and he's peddling it under the name of "The Bulkhead". The REAL Bulkhead is not happy about this at all, but it makes no difference - Powell Motorworks has already been selling the vehicles for years to Police Departments and paramilitary organisations around the globe.

Bulkhead tries to point out that no mom needs a SWAT assault vehicle, and to dissuade people from buying The Bulkhead, but Powell just records his words, and edits them into a more suitable order.

This infuriates Bulkhead further. At first the others can't see what the problem is with having other mega-vans that look like Bulkhead around, but when "The Bulkhead" turns out to be a huge hit, it becomes apparent.

Spike and Carly are loading a new TV into their own "Bulkhead", but it's really THE Bulkhead on a stakeout. He's distracted, and the Angry Archer, whom he was watching, starts to get away in his own "Bulkhead", which has been modified to fire missiles at pursuers. Unfortunately for him, "The Bulkhead", like Bulkhead himself, is an unwieldy gargantuan, and he crashes trying to dodge ANOTHER "Bulkhead". While he survives unhurt, his getaway vehicle explodes from the impact of the crash.

Later on, Ratchet is examining the remains of "The Bulkhead". He comments that the placement of the fuel tank would cause an explosion on impact. That, coupled with poor fuel economy and the vehicle manoeuvering like a brick on wheels, makes "The Bulkhead" highly unsafe for any civilian driver. But nobody expects Powell to admit to any mistake voluntarily.

It's just then that Powell announces a car-painting competition, challenging customisors to 'Pimp My Bulkhead' in further advertisements of the vehicle. That gives Bulkhead an idea. Are you pondering what I'm pondering?

The next day, Powell is judging the car-painting competition in a stadium. He selects as the winner, "The Bulkhead" with his own face painted on it. The 'owner' invites him to check out the inside, and he hops right in, only to find the driver take off with him inside. As the driver takes corners at high speed, Powell panics, shouting that "The Bulkhead" rolls over on a turn at twenty miles an hour, it explodes on impact, and it's a gas-guzzling death-trap.

It's only THEN that he discovers there IS no driver - just a video camera taping his every word. "The Bulkhead" really was THE Bulkhead, in a different paint job. You never saw that coming, huh? He is forced to recall the entire line of unsafe Bulkheads, and Bulkhead himself is glad to be back in green. Ratchet wonders who would want to ride around in such a gaudy paint job anyway.

We're given an example when Bumblebee has apparently taken a leaf out of Bulkhead's book, and given himself a paintjob starring himself.

A Few Loose Strands

Lockdown contemplates on the moon how he's the best there is, and on how he's in the business for the upgrades, still managing to make them sound like the Cybertronian equivalent of drugs. He reflects on how he requested Lugnut's "Punch of Kill Everything" as payment for bringing the Autobot responsible for Megatron's death to Blitzwing- and on how Lugnut is as yet unaware of this little deal.

Now he's on the Moon, checking out the flight recorder on the Nemesis. He soon learns about a repair crew taking down Megatron - although he has difficulty believing it. He also notices that somebody has been there - or rather, that somebody is still there.

It's Blackarachnia, and Lockdown recognises her as "the techno-organic freak", although they have never met. They engage in good old conversation, with Lockdown trying to sweet-talk Blackarachnia into handing over any information she might have on Optimus Prime. She denies ever knowing Optimus, and the whole thing breaks into a fight.

At first Lockdown takes her down easily enough, asking her why she didn't return to New Kaon with Lugnut and Blitzwing, and whether she and Starscream are working together. But then she gives him a surprise dose of venom, downloading his upgrades as she does so. Unfortunately, he's got way too many personal modifications for her to handle, and she blacks out.

By the time Lockdown comes back online, Blackarachnia is nowhere to be seen. He dismisses her, returning his attention to hunting down Optimus. He scans an alt mode on Earth - it has a different paint-job to his own - and gets going.

Turns out though, that Blackarachnia just used Lockdown to hitch a ride to Earth - understandable since her organic half obviously couldn't withstand planetfall. She wonders how Optimus ever ended up with the AllSpark, and for a moment considers warning him that Lockdown is hunting him down... but then, who'd warn him that she's hunting him down? She then leaps into webslinging mode and swings away - giving us all a magnificent view of her thighs and crotch in the last panel of the comic.

Featured characters

(Numbers indicate order of appearance.)

Autobots Decepticons Humans


Porter C. Powell: "What are you trying to do?! Kill me?! Don't you know these things roll over on a turn at twenty miles an hour?! I DEMAND you let me out of this vehicle! These things are unsafe at any speed! They explode on impact! They're nothing but gas-guzzling death traps!"
(Powell gives us a rundown on the roadworthiness of "The Bulkhead".)

Items of Note


  • According to Sari, Bulkhead's artistic talent meant he was capable of painting HIMSELF.
  • It looks like Lockdown's hook upgrade was acquired in only the last 50 years as a down-payment for tracking down and capturing Optimus, which seems chronologically inaccurate, as he's seen applying it to himself in one of Ratchet's flashbacks in the episode "The Thrill of the Hunt".
  • Prowl isn't registered in the Autobot Data System as being on Optimus Prime's repair crew. This is explained in the episode "Endgame, Part I as Prowl was meditating inside an asteroid at the repair site.
  • After her encounter with Lockdown, it looks like Blackarachnia can't pick and choose which skills she wants to download.


  • Cover A: Porter C. Powell and Bulkhead.
Art & Colors: Marcelo Matere
  • Cover B: Lockdown in his fashionable poncho.
Art & Colors: Josh Burcham
  • Incentive Cover RI: Megatron.
Art: ???


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