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Every time I see you falling, I get down on my knees and pray.

Marvel U.S. > Issue # 5
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Marvel UK > Issues # 22–23
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Shockwave has destroyed the Autobots, and begins his plans for the conquest of Earth.


Within the Ark, Shockwave observes a number of human television programs, and judges Earth's natives as quite primitive. As he walks past the deactivated Autobots, now strung from the ceiling for use as spare parts, he concludes that conquest of the planet "will be a simple task indeed."

Elsewhere in the vessel, the poisoned Decepticons are being revived. Shockwave explains to Megatron that, in light of this humiliating defeat, his leadership was clearly faulty, and it is only logical for Shockwave to take command. The weakened Megatron is in no condition to disagree... yet. Shockwave flies off to undertake his first conquest.

Meanwhile, as Sparkplug recovers from his heart attack, he makes Buster promise not to have anything more to do with the Transformers. Ratchet takes Buster back to the Ark to say his good-byes, only to discover that the Decepticons have taken over. Buster convinces Ratchet to stay outside while he sneaks in to investigate. Buster discovers the deactivated Autobots and despairs. When he realizes that Optimus Prime is not among them, he holds out hope, only to have that hope destroyed when he discovers Prime's detached head located in another room. Prime, still functional, informs Buster that he is the Autobots' last hope.


Writer(s): Bob Budiansky
Art: Alan Kupperberg
Colors: Nelson Yomtov
Letters: Rick Parker
Editor(s): Jim Owsley
  • Originally published: February, 1985
  • Cover date: June, 1985

Featured characters

(Numbers indicate order of appearance.)

Autobots Decepticons Humans


  • In a flashback, one of the Decepticons flying to their fortress appears to be Shockwave, who had not yet rejoined the Decepticons.
  • Many, many coloring errors. Notably, most Autobots are colored like Gears.

Items of note

  • Cameos: on television: Jackie Gleason, Art Carney, Audrey Meadows (these 3 not in UK reprint, see below), Mrs. Shummway, Monty Hall, soap opera stars, sports announcer (voice only); dead Autobots: Bumblebee, Cliffjumper, Windcharger, Huffer, Gears, Wheeljack, Ironhide, Bluestreak, Prowl, Hound, Trailbreaker, Sideswipe, Jazz, Brawn, Mirage; healing Decepticons: Thundercracker, Ravage, Starscream; flashback: Big Red; Sunstreaker, hospital employees, Frenzy, Rumble.
  • According to a text box in issue #4, this story was originally going to be drawn by the team of "Vince Giarrano, penciling superstar-in-the-making" and "Brad Joyce, inker extraordinaire". This did not come to pass, and while Joyce did eventually ink issue 10, Giarrano would never work on the series.
  • In a panel on page 9 of U.S. issue #5, Shockwave blasts the body of an unnamed Autobot. It is Sunstreaker's character model, but the blue and red colors are completely wrong for Sunstreaker. However, given Sunstreaker's absence in the scene on page 4 of U.S. issue #9, which is meant to include all the Autobots, and the appearance of his damaged body in #10, the repair of which is noted to be unlikely, plus Yomtov's penchant for completely messing up the colors, it seems reasonable that Sunstreaker is the Autobot.
  • In the U.S. version of the story, the first page illustrates a scene from the classic TV series The Honeymooners. However, in the UK reprint, a publicity still from the contemporary (at the time) series V was used instead.
  • The entire issue is devoid of any standard comic sound effects such as "BUTHROOM" or "KA-BLAM"

Covers (3)

Yes, where is he? Inside, you dolt!

  • U.S. cover: Iconic cover of Shockwave who burned (The Transformers) "Are All Dead" into the wall by Mark Bright. The cover is possibly the most well-known of all Transformers comics and has been homaged in official media at least twice: once in a panel of Dreamwave's The War Within series, and again as a cover of IDW's The Reign of Starscream #1.
  • UK issue 22 cover: reuse of U.S. cover art
  • UK issue 23 cover: Buster amongst the dead Autobots by Robin Smith


  • None yet identified