This article is about the 1980s Marvel issue. For the Dreamwave G.I. Joe crossover issue, see Trial by Fire.


Someone call the exterminator!

Marvel U.S. > Issue #38
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Marvel UK > Issue #156–157
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The death of Prince Valiant.


Note: The story continues from "Brothers in Armor!!".

On their way from Nebulos to Earth, the Autobot Headmasters aboard Steelhaven have been hard at work reconstructing Fortress Maximus into an even more powerful state — he is now twice as large and four times as strong, connected to his binary-bonded partner Galen through an intermediary robot known as Cerebros. The peace-loving Nebulans are questioning of Galen's choice of tactics here, actively preparing himself for war. Their formerly pacifistic leader assures them it is necessary, though.

At their destination, the planet Earth, a young college student named Spike Witwicky has arrived at home only to find it completely totaled. He frantically rushes to locate his father in the rubble, only to be relieved when Sparkplug grabs him from behind, alive and well. After hearing about his family's past involvement with the Transformers, Spike takes his car up to Mount St. Hilary to make sure his brother Buster is okay. While exploring the gutted remains of the Autobots' former base, he finds and discards a small, banged-up toy car...

Having arrived in Earth's orbit, the Steelhaven's crew scans the planet. The Nebulans are amazed by the planet's beauty, and fearful of bringing their war to the inhabitants, but Galen remains cold and business-like, narrowly focused on nothing but the distress call. After triangulating the signal, the Headmasters depart for Oregon. At the Ark's site, they find the universal transceiver and Goldbug's battered toy form. As Spike watches on, Chromedome taps into Goldbug's brain module, and holographically replays his recent experiences, including Buster being kidnapped by Ratbat. When Fortress Maximus coldly shoots down Brainstorm's suggestion that they rescue the Earthen in favor of finding the Ark's crew, Spike jumps out from hiding and confronts the Headmasters. He, quite reasonably, asks how they can just leave Buster in the Decepticons' clutches. Even after converting back to his human state, Galen still expresses little sympathy and no responsibility for Spike's situation. As Brainstorm detects a faint rocket emission signature, the Autobots depart and leave Spike to his problems.

In the meantime, Zarak and the Nebulan Decepticons have arrived in our solar system as well, chasing the crew of the Steelhaven. As the Decepticon Headmasters transport down to the Ark's former cave, Spike sees them and wisely steps out of sight. As the Decepticons begin a search for the Autobots, Spike triggers the universal transceiver's message again, prompting the Autobots to return to the cave to see what caused the re-broadcasting. Spike's actions get him noticed by the Decepticons, though, and he is only saved from Scorponok's interrogations by the arrival of Fortress Maximus and the others.

As the battle rages, Spike skips out and begins running deeper into the volcano to escape the melee. Realizing Fortress Maximus's new size and power put them at a considerable disadvantage, Scorponok goes after Spike to take him as a hostage against the Autobots. In turn, Fortress Maximus follows Scorponok after seeing him leave the battlefield. Both Transformers quickly learn that bigger isn't necessarily better. As Scorponok chases Spike down a smaller passage, Fortress Maximus is forced to separate his Cerebros component to chase after them. Scorponok, in turn, finds it too precarious to follow Spike across a rocky bridge, and pursues him as Lord Zarak. Cerebros is forced to toss his head at Zarak to close the gap between them, and the transforming Galen wrestles his counterpart to the ground. Zarak plays dirty, though, and triggers Scorponok's guns to collapse the ceiling on top of Spike. Galen throws himself between Spike and the falling rocks, and is mortally wounded in the process. Laughing at the death of his enemy, Scorponok leaves to rejoin his troops.

As Galen begins to die, he asks Spike to forgive him for his earlier blindness, and asks the boy to take his control helmet so that Fortress Maximus will survive. Using the helmet, Spike guides Fortress Maximus back to the battle, and drives off the Decepticons. In the aftermath, the Autobots comment on how they may have lost one leader, only to find another...


Script: Bob Budiansky
Pencils: Jose Delbo
Inks: Dave Hunt
Colors: Nelson Yomtov
Lettering: Bill Oakley
Editor: Don Daley
Editor-in-Chief: Tom DeFalco

  • Originally published: March, 1988

Major characters

(Numbers indicate order of appearance.)

Autobots Decepticons Humans



  • Zarak and Scorponok's colors are dramatically off on the cover.
  • Skullcruncher is roughly miscolored as Mindwipe on page 14.
  • On the double page spread in 16–17, Snapdragon is miscolored as Weirdwolf, Apeface is given a yellow head, and Stylor's hair is blonde instead of black.
  • In the previous issue, Ratbat's goal was to make sure that the Throttlebots, including Goldbug, were actually destroyed. However, we learn in this issue that he left Goldbug's brain module intact after crushing his toy-car body. In the next issue, Barnett explains that Ratbat's true purpose was to kidnap Buster, which might explain why Ratbat did not fully destroy Goldbug. However, this explanation doesn't hold up, because Ratbat could not have anticipated that Barnett would seek Buster's help.

Items of note

  • The cast of the Headmasters comic is officially added to the main book and largely replaces the previous characters.
  • Galen's thought process over this issue may have been intended to mirror Optimus Prime's guilty conscience for having brought some Decepticons to Earth. But while Prime's actions were totally inadvertent, initiated millions of years before humanity even existed, Galen's actions were completely intentional, driven by callous monomania until he suddenly had a change of heart when confronted directly with the consequences of his actions. The parallelism wasn't the best ever, here.
  • Apparently, Cerebros can recombine with Fortress Maximus without being binary-bonded to his own head at the time.


  • Galen recaps Headmasters for anyone who had been living under a rock.
  • Sparkplug and Buster's encounters with Ratbat occurred last issue, as did Goldbug's message.

UK Printing

  • In Grim Grams for issue #156, Grimlock backpedals on the idea of killing Galvatron by trawling the Thames to try and destroy Megatron's remains (probably to avoid stealing Richard Branson's thunder), and accept the praise for Legacy of Unicron.
  • In Grim Grams for issue #157, Grimlock claims Shockwave was really truly killed by Death's Head and continues to accept more praise of Legacy of Unicron.

Covers (3)

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Specifics: 157 cover

156 cover


157 cover


  • None yet identified.
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