Optimus Prime dies, while a new Decepticon menace is born.


A dying Optimus Prime designates Ultra Magnus to be the next Matrix-bearer. He prepares to hand it to him but as he dies, the Matrix falls from his hands and Hot Rod catches it. He hands it to Magnus, who stores it in his chest. Unicron is not happy.

Aboard Astrotrain, the Decepticons must jettison some weight to make it to Cybertron so they decide to cast off those who were badly injured in battle. Starscream takes a particular pleasure in disposing of Megatron. This, however, sparks a fight over who will be new Decepticon leader. Unicron finds the cast-off Decepticons and makes Megatron an offer to be restored in order to destroy the Matrix. He agrees and is reformatted as Galvatron, with the others reformatted as Scourge, the Sweeps, Cyclonus and his armada. Unicron also provides them a ship and sends them to destroy the Matrix. Galvatron's first act is revenge, however, as he disrupts Starscream's coronation and promptly kills him. The other Decepticons have no argument.

Unicron attacks Moonbase One and Jazz and Cliffjumper attempt to escape, but are sucked into the monster's maw. Unicron then attacks Moonbase Two; it is consumed as well. Galvatron is angered but Unicron forces him to obey. He travels to Earth and attacks the Autobots, who escape in two shuttles. Cyclonus damages the shuttle containing Hot Rod, Kup and the Dinobots; it crashes over a strange planet. The other shuttle's crew fakes their destruction by blowing up part of the ship. In pain, Galvatron returns to Unicron while the damaged shuttle heads toward the Planet of Junk. The first shuttle breaks up in the planet's atmosphere and its passengers free-fall to the planet. Hot Rod lands in a body of liquid filled with mechanical tentacles and hungry looking mechanical fish.

Featured characters

(Numbers indicate order of appearance.)

Autobots Decepticons Humans Others


  • None yet identified.

Items of note

  • Somewhat ambiguous in the movie itself, this issue identifies Thundercracker as becoming Scourge, Bombshell becoming Cyclonus, Skywarp becoming "the armada" and the other Insecticons becoming the Sweeps.

Covers (2)

  • Regular Cover: Megatron reformatted into Galvatron by Don Figueroa and Josh Burcham
  • Retailer Incentive: Uncolored sketch of regular cover


Community content is available under CC-BY-SA unless otherwise noted.