Explain to me again how we got into this situation?

Marvel U.S. > Issue # 44
Previous Issue Next Issue
Marvel UK > Issue #178–179
Previous Issue Next Issue

Things get weirder...


On their way back to Earth and the Ark aboard Steelhaven, Optimus Prime and his comrades are confronted by a laser-beamed advertisement for "The Cosmic Carnival". Prime is ready to forgo visiting the show, until it projects an image of the Autobot Sky Lynx among the show's attractions. Curious and suspicious, Optimus changes course to investigate.

Optimus Prime and Goldbug enter the carnival and begin searching the traveling show / starship, when they come across a quartet of Earth children on display in the sideshow: the Spacehikers! When Goldbug tries to retrieve the captive humans, the energy field around their cage knock him back with considerable force. After Prime demands to see the proprietor, the kids' handler, Berko, takes them to see Mr. Big Top. Big Top refuses to release the children, as they have signed a binary coded contract along with Sky Lynx, making them virtually his indentured slaves until they pay off their debt.

To show he's not a total slug, Big Top gives them two free passes to the main event. In the arena, the Autobots observe Sky Lynx's act, and meet up with him backstage after the show. Sky Lynx relates his story, about how he and the kids stopped off at the cosmic carnival after escaping from the Dinobots a few months back. When they couldn't pay for their admission, however, Sky Lynx signed on as a "temporary" performer to pay off his debt. He and the kids have been stuck there ever since.

Unable to think of a way around the contract or the bomb planted in the kids' cell, Optimus and Goldbug helplessly head over to say good-bye to the children. They are confronted by Berko again, who explains his story: an alien abductee brought aboard the carnival, he eventually became a trustee and worked his way out of the sideshow. So long as the kids inhabit the cell, he stays free. A loner all his life, Berko is shocked when Optimus offers to free him and take him back to Earth as well.

Berko suddenly has a remarkable change of heart, and begins arranging to free the kids. He sends Optimus to collect Sky Lynx from the arena, where his next act is beginning. Prime tries to batter a way to the exit for him and Sky Lynx, but Big Top throws the other performers in their path. After dealing with a gilashark, crazed jugglers, and Rorza, the Rocket-cycle Racer from Rigel III, they make their exit.

Goldbug and Berko have freed the kids, but Big Top gets in their way and knocks Goldbug around. "Buggo" manages to right himself, though, and rams Big Top into the open cage. Leaving Big Top to a suitably ironic fate as a sideshow freak, the humans and Autobots take off and leave the carnival to the rubes.


Writer: Bob Budiansky
Pencil Art: Frank Springer
Inker: Danny Bulanadi
Colorist: Nelson Yomtov
Letterer: Bill Oakley
Editor: Don Daley
Editor-in-Chief: Tom DeFalco

  • Originally published: September, 1988

Major characters

(Numbers indicate order of appearance.)

Autobots Humans Others



  • When the Nebulan Powermasters are shown standing in front of their armors, each is standing in front of the wrong one. Rev is even standing by the evil Nebulan Hi-Test's armor.

Items of note

  • Optimus Prime says "There is more than meets the eye here." In-continuity catch phrases are funny.
  • Consistent with his other appearance, Sky Lynx is seen to be a sort of Triple Changer, changing from lynx to dino-bird to space shuttle without separating into two components at all. In this issue, his bird mode is bipedal, the undercarriage vanishing altogether. This was not the case previously.
  • Barring art errors, this issue is one of the few of the series to feature no Decepticons.


  • Optimus Prime and his soldiers became Powermasters in U.S. #42.
  • The Spacehikers left Earth with Sky Lynx back in U.S. #36.

UK printing

  • In Grim Grams for issue #178, Grimlock speaks for the debut appearance of Blaster's cassettes, discusses back-up strips and threatens the use of the variable voltage harness on someone who thinks the The Real Ghostbusters comic superior to the Transformers (ironically directly across from a full-page ad for that comic).
  • In Grim Grams for issue #179, Grimlock discusses clocking up over a hundred Grim Grams even as he hints that it's perhaps time for someone else to take up the mantle and that Stubbie Smith should also be introduced to variable voltage harness for Flame's re-appearing/disappearing Autobot insignia in "Legion of the Lost!"/"Meltdown!"

Covers (3)


  • None yet identified.
Community content is available under CC-BY-SA unless otherwise noted.