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Transformers Prime Beast Hunters: Predacons Rising is a TV movie (extended in 22-minute three parts) of Transformers Prime, that the Hub premiered on October 4, 2013. It was released as part of the Transformers: Prime cartoon, and is set after the events of the third (and final) season, Beast Hunters, after the planet was restored.

Transformers Prime: Predacons Rising was original meant to serve as a Prologue to season 4 of Transformers Prime, but due to Transformers Prime's fourth season being canceled, it is now considered the official finale by some fans.


A resurrected Unicron has taken over the body of Megatron by giving him a new body upgrade and now commands his mind to seek vengeance on the Autobots and ultimately, the destruction of Cybertron.

This formidable enemy forces an unlikely alliance between the Autobots, Decepticons, and the Predacons, who come together in an epic battle to help protect their home planet!


Optimus makes Bumblebee a Warrior.

A few months after the events of Deadlock, the Autobots are holding a little ceremony on Cybertron outside one of the Kaon arenas where Optimus Prime began making a speech, in which he mentioned the humans and Cliffjumper. Optimus also says that they are there to honor Bumblebee and knights him as a warrior for ridding the universe of the scourge of Megatron.

Megatron's Resurrection

Meanwhile, Megatron's lifeless husk lays motionless at the bottom of the sea in Earth's oceans. Deep in Megatron's mind, Unicron announces his need for a vessel and upgrades Megatron's lifeless body. He then proceeds to leave Earth and head for Cybertron.

Meanwhile, Optimus uses the Star Saber to promote Bumblebee from Scout to Warrior. Wheeljack begins the celebration by blowing up Megatron's statue overhead. Bulkhead and Wheeljack chest bump and Smokescreen welcomes Bumblebee to the Warrior rank. After making Bumblebee a warrior, Wheeljack states that they should celebrate starting with the detonation of Megatron's statue but Optimus politely refuses, thus proving Arcee's opinion of Primes never party. Optimus says that they still have much work to do and that their planet is currently incapable of generating new life until he can recover the AllSpark. Optimus explained to his team that as the dawn of Cybertron's war reached a tipping point, he had sent the AllSpark to a distant sector of the galaxy. He places Bulkhead in charge of building a landing platform for returning Autobots and places Ultra Magnus in charge of searching for unaccounted-for DecepticonsStarscream, Shockwave and their stray Predacon, Predaking. Optimus takes Wheeljack with him in search for the only relic required for Primus to give life. During their travel to Cybertron, Megatron told Unicron that they will rule as one. But Unicron informs Megatron that they will not rule Cybertron together, as Unicron only intends to destroy Primus, personally, which will also result in Cybertron's destruction. Unicron also states that it will begin a new Age of Chaos. Bulkhead starts on the construction with Vehicon workers, which was a little comedy scene when the Vehicons accidentally bumped into each other. Meanwhile, Knock Out is questioned by Bumblebee about the whereabouts of Starscream and Shockwave. Knock Out insists not knowing anything about their location, but he states he knows one place the Autobots could look. Meanwhile, Ultra Magnus and Smokescreen patrol for signs of their fugitives, only to end up facing two living Predacons: Darksteel and Skylynx. Ultra Magnus asked them if they were Autobot or Decepticon, but Skylynx responded that they were neither.

The Predacons transform and attack them. A short battle is initiated, which resulted in Ultra Magnus being wounded by Skylynx. Smokescreen uses his phase shifter and manages to get them both to safety. Ratchet arrives, from Earth, to the Nemesis to aid Ultra Magnus' wounds. Elsewhere, while the Autobots discuss the living Predacons, Optimus Prime and Wheeljack arrive at the AllSpark's location in an asteroid field in Theta Scorpieye, the most dangerous sector in the galaxy, as Wheeljack implied. Optimus said that Alpha Trion forged an indestructible vessel that was capable to hold the AllSpark from any danger.

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Bumblebee leads Bulkhead, Arcee and Smokescreen to an ancient Predacon burial ground. When Smokescreen questions Bumblebee's supposed leadership, Bulkhead reminds him that Bumblebee was the one who snuffed Megatron. Bumblebee claims to be scouting and not leading. When Smokescreen reminds Bumblebee that they're nowhere near the sight of his and Magnus' encounter with Darksteel and Skylynx, Bumblebee informs them that they're not tracking those Predacons. With shock, Bulkhead realizes that they've been tracking Predaking. When the Predacon reveals himself, Bumblebee tricks him into thinking a Predacon bone is the Immobilizer, a weapon from Megatron's Vault. Predaking states that he may have turned against Megatron, he still can't forgive the Autobots' role in the destruction of his brethren on Earth. He warns them to not trespass his refuge again, which they leave without any answers.  In one of Shockwave's hidden laboratories, Starscream returns with another Predacon bone. A brief discussion reveals that Darksteel and Skylynx are two more of Shockwave's experiments. The two renegade Decepticons plan to create a Predacon army to surprise the Autobots and conquer Cybertron. However, when Darksteel and Skylynx return, they let it slip that they battled two Autobots. Starscream isn't pleased by this, as they have now lost the element of surprise. The Predacon clones claim the Autobots are no threat, Shockwave also mentions their plan, in which Starscream claims that they will conquer Cybertron in Megatron's honor. While Bumblebee leads his team to Cybertron's Darkmount, Optimus Prime finally comes within reach of the AllSpark when Wheeljack detects a massive plasma storm coming in. Despite his warnings, Optimus Prime continues toward the AllSpark.

In the midst of downloading data about Shockwave's laboratory network, a familiar enemy arrives at Darkmount. Megatron has seemingly returned from the dead! The Autobots, particularly Bumblebee, are shocked to see Megatron is alive, but they quickly realize that Unicron has taken over Megatron's body. During the battle, Megatron recognizes the Scout as the one who robbed him of his Spark, but Unicron didn't allow him to seize vengeance. Meanwhile, Optimus Prime just barely reaches the AllSpark as the plasma storm approaches. The Autobots nearly fall into the smelting pit, only for Bulkhead to catch them as they fall. Bumblebee briefly battles Unicron before his team falls toward the smelting pool, but he's relieved to see them fall into an open Ground Bridge. Before Unicron can finish him off, Bumblebee jumps into the Ground Bridge as well.

Unicron uses powers

While the Autobots inform Ratchet about their battle with a Unicorn-possessed Megatron, Optimus Prime returns to the ship with the AllSpark. He orders Wheeljack to return to Cybertron as soon as possible, in which Wheeljack questions the size of the AllSpark.  

Meanwhile, the Autobots attempt to contact Optimus Prime and inform him about Unicron's return. Wheeljack notes that the ship's damage prevents them from communicating. Arcee still brings the message through: Unicron has returned with the intention of finishing what he started eons ago, destroying Cybertron and Primus together. Predaking discovers that the Autobots were telling the truth about living Predacons and attempts to draw them to him with a fire signal. Instead Predaking had signaled in what appears to be Megatron. The Decepticon Leader falsely claims Predaking is loyal in an attempt to get Predaking to damage his own body so much that Unicron could free Megatron from his control. The attempt fails as Unicron manages to overpower Predaking and learn more about the Predacon army. Learning of what he requires to destroy Cybertron, Unicron goes to the burial ground. 

We're not scared

Starscream summons Shockwave to the Predacon burial ground to show him what Darksteel and Skylynx have uncovered.

Meanwhile, Ratchet conducts a plan to use the Nemesis computers to track whatever remains of Megatron's life force. Starscream warns the Predacon clones to be careful when they start fighting over a Predacon bone. When Unicron arrives, both Starscream and Shockwave are shocked to see Megatron seemingly alive, as Shockwave stated "It defies logic." Starscream shows relief, but Unicron merely knocks him backwards and informs them that Megatron is under his control, claiming he is the Destroyer of Worlds. Shockwave recognizes him as Unicron. Darksteel and Skylynx engage in brief combat with Unicron, but the Chaos Bringer easily defeats them, like he did Predaking, and resurrects an army of Predacons. His risen army frightens off Starscream, leaving Shockwave alone to fight them. The undead army seemingly kills Shockwave.

The Autobots detect Megatron's life signal and quickly realize Unicron is heading for the Well of AllSparks, the most direct route to the Core of Cybertron. The Autobots conduct a plan to use the Nemesis and whichever Relics remain in its Vault to hold Unicron off in an attempt to save their planet. Predaking finds the burial ground empty and tells his brothers that they have to put the Undead Predacons to rest. When the two clones question Predaking's leadership, Predaking claims that he is not their boss, but rather, he is their "King". This initiates a battle between the three Predacons.

Starscream arrives on the Nemesis and frees Knock Out and the other captive Decepticons. Starscream reveals to them his plan to take the Warship somewhere far from Cybertron. While the Autobots prepare to make a last stand, Starscream and the other Decepticons arrive on the bridge. Starscream reveals he has the Immobilizer after he orders the Autobots to surrender the Warship to them. Bumblebee tricks Starscream into thinking he doesn't really have the Immobilizer, and after a short fight, Knock Out turns against Starscream, accidentally breaking the Immobilizer in an attempt to prove that he wants to join the Autobot cause. It turned out that it was the real Immobilizer he had broken, and that makes Bumblebee say: "Knock Out. We needed that!"

Predaking easily defeats Darksteel and Skylynx. Skylynx claims "All hail Predaking", and Shockwave is revealed to be only slightly damaged. He advises using their strengths elsewhere rather than on each other. Unicron's legion manages to knock the Nemesis out of the sky during his attack. The crash-landing provides Starscream an escape. The Autobots prepare to make their final stand when Predaking and his two Predacon brothers arrive to help them defend Primus' Spark.

Optimus fights Megatron/Unicron

Unicron senses the AllSpark upon Prime's return, and is engaged by Optimus Prime after knocking Magnus' ship out of the sky. Optimus Prime attempts to get Megatron's help from within, but is unable to make contact as Unicron informed him that Megatron was busy getting tortured by Unicron.

Bumblebee uses the Polarity Gauntlet to provide Optimus Prime time to get the AllSpark to safety. His backup only goes so far, and Unicron pursues Optimus to a certain point where he knocks Prime out of the sky. Triumphant, he prepares to devour the AllSpark whole, only for its (empty) container to suck up his energy. With Unicron's energy contained, all the undead Predacons become dead once more.

Starscream praises Megatron's survival and is eager to get to work rebuilding the Decepticon cause, but Megatron tells him that he now knows the true meaning of oppression and has lost all his taste for inflicting it. Starscream objects up to a point where Megatron tells him that the Decepticons are no more before flying off into deep space, perhaps never to return. Starscream claims that they all have much thinking to do before flying off in the opposite direction. Predaking and his brothers trail Starscream to Darkmount, interrupting Starscream's plans. Predaking denies Starscream's offer for the throne, and claims he is there only for some well-deserved payback.

Knock Out is accepted into Team Prime, and Optimus Prime informs them that he had merged the AllSpark with the Matrix of Leadership. Realizing what this means, Ratchet says that he didn't come all the way back to Cybertron in order to save one life and to lose the one he cares most about. Optimus Prime tells them that his journey must be complete by becoming one with Primus himself. Despite the Team's objections, Optimus tells them that he must return the AllSpark to the Core in order for Cybertron to give life to future generations. He tells them that Leadership can be earned without the Matrix of Leadership. But while this may mark the end of Primes, Optimus Prime is willing to make the ultimate sacrifice. Before he begins the final phase of his journey, he requests the Autobots to keep fighting the good fight, and Bumblebee says he can count on them to keep the peace. Optimus gave a last smile to his team before flying into the core.

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The Autobots watch sadly as their leader flies into the Well of AllSparks. Optimus Prime finally joins with the AllSpark as he flies into Cybertron's core. This grants Primus the ability to once more give life to Cybertron with a million Sparks flying across the planet, as Optimus states, "Above all, do not lament my absence. For in my Spark, I know that this is not the end, but merely a new beginning. Simply put; another transformation." A red Spark, presumably Optimus Prime's Heart, shines out, setting a new beginning for Cybertron. A fresh start, a new generation!

Featured characters[]

(Numbers indicate order of appearance.)

Autobots Decepticons Predacons Others

Optimus Prime (1)


  • "We have endured bitter hardship and countless battles. But at long last our home planet has been restored. We wouldn't be standing on Cybertronian soil if it weren't for the efforts of those assembled here and our absent comrades. Ratchet, who remained on Earth to safeguard our human friends. And Cliffjumper, who made the ultimate sacrifice. But on this day, at the dawn of a new era, we besto a special honor. One earned by Bumblebee, who through his bravery and devotion, to the cause of peace. Not before long, he had rid this universe of the scourge of the Decepticon warmonger." - Optimus makes a speech at the ceremony.
  • "My name is Ultra Magnus. Are you Autobot or Decepticon?" "Haha! Neither." *Skylynx and Darksteel transform* "Predacons!!" - Ultra Magnus question and answer before the fight.
  • "Optimus Prime would deem it a tragedy to stain Cybertron's fresh soil with any newly-spilled energon. So help us prove what Megatron was never willing to, that more than one race can peacefully co-exist on our planet."
  • "You assume that because I turned against Megatron, I can forgive the Autobots their role in the destruction of my brethren on Earth? Leave me be and dare not trespass here again."
Bumblebee tries to appeal to Predaking....and fails.
  • "It isn't fair. How many more times do we have to save a world? Have to fight for the survival of our home?"
  • "Regrettably the struggle between creation and destruction is an eternal one, and the battle lines which separate the two run through the very spark of Cybertron. Good and evil; order and chaos; one victorious, one vanquished. Each forming the core of their own separate worlds, Cybertron and Earth. And now the darkness has followed us all the way home."
Arcee and Ratchet lament the latest developments.
  • "In the name of the mighty legions of Predacons who preceded me, I shall never again yield to your charge, but I will heed your previous advice and face my true enemy as a Beast!"
Predaking to Unicron/Megatron.
  • "What are we supposed to call him, huh? Megacron? Unitron?"
  • "Really?? That's your biggest issue right now?"

Smokescreen tries to mention "Galvatron", when Arcee prevents him from doing so.

  • "I say we show the "Lord of the Undead" what it's like to be on living."
Skylynx gets a big boost of confidence.
  • "'Bee, in case I'd never get another chance to say this, you've really proved your mettle.""I'd like to think my actions always spoke louder than my words, Arcee, but it didn't hurt to watch and learn from the best."
  • "Would be nice if Optimus showed up about now.""I was referring to a powerful little two-wheeler I know."
  • Starscream, Knock Out, and Vehicons enter* "Autobots. Surrender this warship."
Arcee and Bumblebee have a little conversation, when Starscream comes in. Way to ruin a moment Starscream.
  • "The past shall consume the future, the dead shall consume the living, and chaos shall reign supreme!"
Unicron being a badass, riding a Terrorcon into battle.
  • "And who made you boss?""I... am not your boss. I am your King!"
Darksteel expresses his usual defiance, before receiving a verbal smackdown from Predaking.
  • "Knock Out! We needed that!"
Bumblebee channels Ratchet while telling off their new ally.
  • "Why'd you do it, Knock Out? Why'd you turn against Starscream?"
  • "Even if I had helped him seize this ship, he would probably just fire me out of the first airlock. Oh. And he's rude."

Knock Out explains his actions to Arcee.

  • "Megatron! You and I once united to save a world from Unicron. We must do so again!" - Optimus
  • "Megatron may hear you....but he cannot help you!"  - Unicron

-Optimus tries to get Megatron to help, to no avail.

  • "I shall devour you AllSpark....WHOLE!!!" - Unicron walks into a trap. -
  • "As a being comprised of pure energy, Unicron's anti-spark was vulnerable to this reliquary of the Primes." - Optimus explainning Unicron's defeat.
  • "Enough! The Decepticons are no more! And that is final."
Megatron delivers the wham line to Starscream.
  • Starscream: This is not quite how I envisioned my rise to the throne, but since Megatron all but surrendered it to me, I will gladly revive the Decepticons in my name.[Starscream screams upon the Predacons' arrival] Though, perhaps, the throne is more befitting of an actual king?

Predaking: I am not here to seize thrones, Starscream. But to settle scores.

—And the second reign of Starscream is shorter than Terrorsaur's.
  • Optimus Prime: "While this may very well mark the end of the Age of Primes, leadership can be earned, with or without the Matrix. And in my view, you have each acted as a Prime."
  • Knock Out: "Well I... never really had the best role models."
Optimus passes leadership on to all the members of Team Prime, while the newest Autobot is actually humble for once.
  • "Above all, do not lament my absence, for in my spark, I know that this is not the end, but merely a new beginning. Simply put, another transformation."
Optimus Prime


  • Optimus, Megatron and Unicron reference the events that occurred between One Shall Fall to One Shall Rise, Part 3.
  • Skylynx said "All hail Predaking." This is a reference to the live action movies where a Decepticon would say "All hail Megatron."
  • Bumblebee regained his voice box in Deadlock when he was terminated and instantly revived by the Omega Lock.
  • Smokescreen mentions how he was nearly a Prime.
  • Predaking heeds Megatron's advice and faces his true enemy as a beast.
  • Knock Out traps Smokescreen in the same way he trapped him.
  • Knock Out mentions his joining the winning team.
  • Smokescreen mentions scouting the Nemesis' vault.
  • Ratchet returns to Cybertron after staying on Earth for a while. Despite not being in the movie, the humans must of moved on to their original lives.  
  • Smokescreen mentions the split that Megatron made between his military and science divisions.
  • Shockwave clones Skylynx and Darksteel from Predacon bones, which is what he spent Season 3 trying to accomplish (until the end of Project Predacon Arc)
  • Arcee mentions turning to Vector Sigma.
  • Optimus uses the AllSpark's container to trap Unicron's energy.
  • Bulkhead takes Ratchet's advice and goes back to construction.
  • Predaking left the Decepticons after learning the true circumstances of his brothers' demise.
  • Optimus still considers Smokescreen the best choice for a new Prime, as when he says the Matrix cannot be passed down to another, he looks at Smokescreen.
  • The arena in the opening scenes is the same one seen in One Shall Rise, Part 3 and Orion Pax, Part 3.
  • Optimus makes the ultimate sacrifice in restoring Primus and bringing new life to Cybertron a new "Transformation." But it is greatly implied that he still lives. 
  • Ratchet references the events of "Darkness Rising Part 5" and "Out of his Head" when he states that Megatron has perished and returned before.


  • If there are existing Predacon fossils on Cybertron, why were they not turned into Terrorcons in Darkness Rising, Part 5? The episode explicitly states that all of Cybertron's dead was transformed.
  • Did Shockwave return to his lab after being attacked by zombie Predacons and telling his creations to aid the Autobots? 
  • While the description does say that the Autobots, Decepticons and Predacons all band together to defeat Unicron, most of the decepticons attempt to steal the Nemesis and are soundly defeated. The only decepticon who decides act upon Unicron is Knock Out who becomes an Autobot before the Transformers fight Unicron, so techinally autobots and predacons all band together.
  • Predaking is often missing his wings when he transforms into beast mode, for instance during the fight with Unicron/Megatron, Darksteel and Skylynx, and the fight against the Terrorcon Predacons. At the end of the last fight they just suddenly reappear when it ends at the Well of All Sparks.
  • Darkmount's throne is undamaged when Starscream tries to claim it, even though Unicron shot it multiple times and pitched a spear through it.
  • The manacles that Knock Out and the Vehicons are wearing in their first appearance are gone when Starscream shows up to break them out.
  • Ratchet's medical scan of Ultra Magnus shows two intact hands, when he clearly still has the claw Ratchet fashioned for him.
  • When Starscream claims Darkmount, its throne is undamaged, despite Unicron throwing an exploding spear into it. Must be a strong throne.
  • Unicron outright states his Terrorcons possess "Dragon Fire." As shown in Prey, Wheeljack and Bulkhead have no knowledge of the word. It makes even less sense that someone who spent most of his life in stasis deep beneath the Earth, has such knowledge of human mythology.


  • Originaly, Transformers Prime was ment to get a fourth season which takes place after Transformers Prime Beast Hunters: Predacons Rising, but when plans were scrapped, Transformers Prime Beast Hunters: Predacons Rising now serves as the Series Finale of Transformers Prime.
  • This marks the third appearance of the Allspark being in transformers media, the other two being: Animated and the Live Action Films.
  • This marks the first (and last) appearance of Darksteel and Skylynx.
  • Speaking of Darksteel and Skylynx they are based off of Grimwing and Skystalker , and even have repaints.
  • The film was leaked on the internet on September 19, 2013 by the YouTube user TransformersTVshows, also the owner of the site which has this and the episodes of Prime.
  • The movie marks the debut of Megatron in a new form, who is called "Galvatron" by most fans.
  • Predacons Rising was released on DVD and Blu-ray on October 8, 2013.
  • Humans never appeared in the film, but hey are mentioned by Optimus Prime in the beginning of the movie.
  • In One Shall Rise part 3, Unicron possess Megatron's body and speaks through Megatron's voice, with a mix of his own. It foreshadows Unicron using Megatron's body as a vessel in this TV movie. 
  • Ultra Magnus never spoke after the Predacon attack, mostly due to the heavy attacks he received from Skylynx.
  • Megatron's perspective of space flight is a reference to the Time Vortex from Doctor Who.
  • The way Optimus promotes Bumblebee from "Scout" to "Warrior" is the same way Knights and Dames are promoted by British Royalty.
  • Because Megatron was enslaved and mentally tortured by Unicron enterally he finally saw true oppression and gave up his own cause.
  • Unicron's fate remains unknown after he was transferred into the Allspark's container
  • Megatron could be injured because Unicron was fighting with Optimus Prime and Predaking.
  • Megatron proves that even he is capable of change (keep in mind this will be featured in another incarnation of Megatron)
  • Knock Out is officially part of Team Prime by the end of the movie.
  • On the cover of the movie, it shows Optimus facing Predaking. In the movie, Optimus never fought or even saw Predaking, as he was both still in space and entering Cybertron's atmosphere by the time the Predacons were defeated upon dealing with the Undead Predacons.
  • The Star Saber is briefly seen at the start of the film but is never seen again. According to Smokescreen, it was not aboard the Nemesis implying Optimus still has it. In that case, it was never explain as to why it was not used against Unicron, nore do they explain where it is now.
  • Despite it not being officially confirmed, most viewers name the Unicron-possessed Megatron as Galvatron.
  • Despite being the "end" of the series, there are several key characters whose fates are unaccounted for or questionable, mostly Decepticons, hinting that Transformers Prime Beast Hunters: Predacons Rising was original not mento to serve as the finale.
    • Shockwave, who did not change sides, disappears halfway throughout the film and is never seen or mentioned again and has at least one active Predacon in his lab.
    • The fourth Predacon is Ripclaw. Her status is unknown.
    • Airachnid is still on one of Cybertron's moons with the Insecticons, whom are most likely Terrorcon Insecticons at this stage.
    • All unseen Insecticon sentries on Cybertron also remain at large, including what was left of Starscream's Seeker Armada that made it to the escape pods, as do any unseen Decepticons.
    • Terrorcon Skyquake's status is unknown.
    • Its never explain if Megatron has truly changed his ways, or where did he withdraw to (perhaps to charr).
    • The film never explains what happpens to the humans characters (Jack, Miko, Rafael and a few others), nore is it said that their still working for Unit: E as "consultants".
  • Skylynx said "All hail Predaking," which is the statement the Decepticons state when addressing the movie version of Megatron, making this the final parallel between him and Predaking. The movie version of Megatron said it himself in Dark of the Moon.
  • Optimus Prime sacrifices himself into Cybertron's core is a direct reference to Optimus Primal sacrificing himself into Cybertron's core along with Megatron in Beast Machines.


Main Article: Predacons Rising/Gallery


File:Transformers Prime Predacons Rising (Promo) - Hub Network