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As a deadly universal threat looms, two leaders fight their final battle—one shall stand and one shall fall.


Unicron attacks a Cybertron-like planet and only two scientists—Kranix and Arblus—manage to escape in a ship before the planet is destroyed.

Elsewhere, the Autobots plan to retake Cybertron from the Decepticons. Optimus Prime tells Ironhide to make a special trip to Autobot City on Earth to obtain the energon needed for an assault, but unfortunately the conversation was recorded by Laserbeak. After Laserbeak relays the information to Megatron, he leads a team to attack the shuttle, killing the crew, and continuing to Earth in the shuttle to take the Autobots by surprise.

Outside Autobot City, Hot Rod and Daniel enjoy a peaceful day of fishing. They take a break to watch the shuttle land, but discover that it's full of Decepticons, who exit and attack Autobot City. Perceptor also notices the attack and warns Ultra Magnus, who gives orders for his team to transform Autobot City to battle mode and for Blaster to contact Prime for reinforcements. Starscream's foot gets trapped in the transforming city, forcing him to blast it to escape.

Hot Rod and Daniel make it inside the city, along with Kup, running over some Insecticons in the process. When Blaster begins to broadcast to get help from Prime, Soundwave unleashes his minions to stop the transmission. Blaster, however, has his own team to fight back.

The Constructicons merge into Devastator to breach the city's defenses, which takes an entire day. But as it seems that all hope is lost, Prime arrives in another shuttle and immediately orders the Dinobots to attack Devastator. On his way to battle Megatron, Prime singlehandedly takes out a large group of Decepticons. Prime and Megatron battle fiercely and both are injured. Megatron fakes a surrender and attempts to use a nearby gun to attack Optimus, but Hot Rod sees what's going on and attempts to intervene. Megatron grabs Hot Rod, though, and uses him as a shield while he mortally wounds Optimus Prime. Prime, however, still has the strength for a blow that sends Megatron over a cliff.

Starscream orders the Decepticons to board Astrotrain and retreat, while Soundwave takes the gravely injured Megatron aboard. Prime is dying though, telling those around him that he is soon to be one with the Matrix.

Featured characters

(Numbers indicate order of appearance.)

Autobots Decepticons Humans Others


  • Shrapnel and Kickback's speech bubbles are reversed in one panel, as are Perceptor and Ultra Magnus' in another panel.

Items of note

Covers (2)

  • Cover A: Ultra Magnus and the Autobots vs Unicron and the Decepticons by Don Figueroa
  • Cover RI-A: Uncolored sketch of cover A