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Astrotrain and Blitzwing depose Megatron and Starscream, then proceed to wreak havoc.
- Japanese title: "The Rebellion of the Triple Changers"
Starscream, Blitzwing and Astrotrain are using their weapons to carve their faces along with Megatron's into a mountainside. They agree one of the faces doesn't belong, then decide to band together and overthrow Megatron. Flying back to base, Blitzwing and Astrotrain decide who should lead Megatron into the trap, one of them suggesting Starscream while the other counters how the Air Commander has constantly been attempting to become leader of the Decepticons and failed. Starscream retorts as usual and says he will do it, and the other two gloat about manipulating him.
Starscream leads Megatron into the sewers, stating that a secret Autobot energy base is present there, but the doors close around them. Megatron recognizes it's a trap but gets frozen. Starscream gloats and tries to escape through a hatch but finds out that it's been locked by his "allies". This leaves Astrotrain and Blitzwing as joint Decepticon leaders.
Heading for a stadium, Blitzwing, in a display of great intelligence, smashes his way into the interior of a football arena that he mistook as "a human battle simulation arena" where after a brief (harmless) skirmish with one of the players that ended with him firing off the football overhead (and earning a substantial amount of points from the score-board), he drafts a football coach to be his second-in-command and demands tactical advice from him. Blitzwing misinterprets the coach's suggestions of "zone defense" and "long bomb" and has the Constructicons build a massive highway maze, then begins firing "long bombs" from the stadium into the surrounding city. Prowl leads a group of Autobots to investigate, but they end up crashing into each other and flattened by Blitzwing in the Constructicons' maze. Meanwhile, Astrotrain heads to a train station, where he "conscripts" the Astroforce, human trains which are to be his army. He sends them into a tunnel to collect energy lines and convert them into energon. It actually goes quite well for Astrotrain. The Astroforce? Not so much.
Meanwhile, Powerglide flies over the maze, where Scrapper has built himself a throne...made of Prowl, Tracks, Skids, and Bluestreak. Guided by Powerglide from the air, Hoist and Smokescreen (though exactly how a mechanical being like Scrapper can get ashmatic problems from Smokescreen's...uh...smokescreen is anyone's guess) manage to rescue the Autobots, causing Blitzwing and Scrapper to crash into each other. At the train station, the Seekers come to see how Astrotrain is doing. To his credit, he has gotten a lot of Energon cubes, but his Astroforce has somehow gotten off their tracks and into a knot. Astrotrain urges one of the trains to gather some energy from a gas main, but it turns out to be a water main, which floods the tunnel. Worse, it heads into the tunnel in which Megatron and Starscream are trapped. Online again, Megatron accuses Starscream of another attempt at treason. Starscream maintains that he was tricked.
Optimus Prime, Ironhide, and Spike Witwicky see the two Decepticons, only to be distracted by the water main flooding the city. Trailbreaker uses his force field to push back the water, while Optimus and Ironhide seal the main. Heading for the station, Megatron and Starscream encounter Prime, who claims that he's looking for the real leaders of the Decepticons, implying it isn't the two of them. This really angers Megatron, who tries to kill the Autobot leader, but Prime escapes. Megatron leaves to put Astrotrain and Blitzwing in their place, while the Seekers watch and place bets on who will win. Optimus, however, is content to sit back and wait for the outcome.
At the stadium, the Constructicons demand a share of the power Blitzwing promised, but he refuses and tells them to go jump off a bridge. Bad idea, for the Constructicons form Devastator. The flood from the water main finally dies out at the stadium, depositing Astrotrain, who decides to scrap Blitzwing as well.
Megatron and Starscream arrive, and Megs beats his would-be usurpers senseless, but Devastator knocks out Megatron, then turns his sights on the Air Commander. Starscream manages to dodge Devastator, then Megatron slams the giant. Megatron, Blitzwing, Astrotrain, Starscream, and Devastator then engage in a battle royale which sees Megatron emerge victorious. He decides to spare the traitors, saying the Decepticon cause is too important, but warns them never to betray him again.
As the Autobots look on, they're impressed that Prime knew that Megatron would handle the Decepticons for them. The previously injured Autobots form a throne for their commander to sit on, but Optimus Prime declares that he'd rather roll.
Original airdate: November 19, 1985
Written by: Larry Strauss
(Numbers indicate order of appearance.)
"No planet ever lost its orbit underestimating the stupidity of Starscream."
"Coach, it's a tank! What do I do?"
"GIVE HIM THE BALL!"
- -A hapless football player and his coach meet Blitzwing.
"Tell me what's on your mind, or I'll splatter it on the wall and see for myself!"
- —Blitzwing to
the football coachhis second-in-command.
"Scrapper calling Blitzwing. What is the point of this highway maze you ordered us to build?"
"It's a zone defense you ignorant fool!"
- -Blitzwing explains the perfectly obvious to Scrapper
"Scrapper, how big is our zone defense?"
"Can't tell. All the others are lost in it! All I know is, it's big!"
- —Decepticon "leader" Blitzwing and Scrapper
"You are either lying, or you're stupid!"
"I'm stupid! I'm stupid!" We all knew Starscream was stupid:—Megatron and Starscream as the latter attempts to blame the Triple Changers for the takeover.
"Don't waste your time, Megatron. Incinerating you is of no interest to me. I'm looking for the leaders of the Decepticons."
"I am the Decepticon leader!"
"You and Starscream are just a nuisance. A couple of metallic mosquitoes."
"Mosquitoes?! Then feel my BITE!"
- —Optimus Prime really ticking off Megatron.
"Tell you what, guys, why don't you go build a bridge...and jump off it!"
"Constructicons... transform into Devastator!"
"Hey! No offense, big guy!"
- —Blitzwing refuses Scrapper's bargain of a joint leadership of the Decepticons...very unwise move.
Thundercracker: "I say that Megatron will prevail!"
Thrust: "Three energon cubes say you're on!"
Thundercracker: "Make it four!"
Ramjet: "My money is on Devastator."
- —Who becomes new leader of the Decepticons? PLACE BETS NOW!!!
"Get this straight: I am Decepticon Leader. YOU are recyclable!"
"Well put, Megatron!"
- —Megatron disses Blitzwing and Astrotrain, while Starscream kisses up.
"Megatron is a wimp!"
"So is Starscream!"
"Yes, but I'm fast!"
- —Starscream decides discretion is the better part of cowardice after Devastator defeats Megatron.
"No. The Decepticon Cause supersedes personal vengeance. But always remember that I, Megatron, will always be the Leader of the Decepticons!" Megatron proclaimed to the injured Decepticons. Wanna bet he was thinking the same thing in The Transformers: The Movie as Screamer dumped him in space to assume control. Well, five minutes really won't count.
Ironhide: "I guess Prime was right. Megatron took care of the Decepticons for us."
Prowl: "Yeah, but there is only one great leader in the universe. Have a seat, boss."
Optimus Prime: "Thrones are for Decepticons. Besides, I'd rather roll."
- —Optimus declines to sit on a throne made of his own soldiers.
Animation and/or technical glitches
- When Blitzwing plows through the goal at the football stadium, the debris left behind vanishes in the next frame.
- Shortly after this, Blitzwing is seen in tank form with a purple Autobot logo rather than a Decepticon one. Um?
- When Blitzwing grabs the football coach, the coach is yelling, "Okay! Okay....commander!", but Blitzwing is the one mouthing the words!
- When Astrotrain wrests down a computer component to start work on his train army, the component vanishes as he rips out the engine. For a brief moment afterwards, it appears as if Astrotrain picks up thin air with his hands.
- The lockers that Blitzwing kicks open to stuff his 'second in command' in are extremely huge. If one compares the size of the coach to one of those lockers, he would need to jump just to reach one of the handles.
- How exactly does Blitzwing kick the locker door open? By all rights, it should be a lump of scrap metal on the floor.
- Scrapper is seen scooping a load of dirt when he appears, but as he transforms, not only is the dirt gone, but he appears in an entirely different location.
- At the stadium where Devastator is choke-holding Blitzwing, Blitzwing is shown almost the same size as Devastator.
- In one of the scenes where Blitzwing and Astrotrain are confronting Devastator, but the aforementioned were wrestling each other at that moment, the scene changes to Devastator crushing Astrotrain (who's all of a sudden in train mode) with his foot, saying "You're next, Blitzwing" and on the next scene Astrotrain is once again seen wrestling with Blitzwing as Megatron and Starscream drop in.
- Starscream can be seen together with the other seekers inspecting Astrotrain's new troops, even though he and Megatron are supposed to be frozen in a room elsewhere under the city.
- At some point, Blitzwing can be seen flying together with Ramjet and Thrust, heading for... Blitzwing?
- In only a few minutes, a burst water main flooded a good deal of a city, at some points the water being as high as a 20-story building.
- Devastator makes his first willing attempt at usurping control of the Decepticons from Megatron and actually attacking his former leader, something that goes against previous character portrayals, in which he was shown as a loyal follower. Also, how Megatron was able to defeat him is unknown, since the battle ended off-screen (earlier in the fight Megatron's fusion cannon shots just bounced off him, so it's a big mystery).
- When the football players are practicing, there are only 10 defensive players shown and only nine on offense, with eight on the line of scrimmage.
- Blitzwing's takeover of a football stadium is nothing short of hilarious. First, he blasts right through the wall, and everybody continues on as if nothing happened. Then, when one of the football players finally notices a big tank turret aimed at his face, the coach's first order of action is to... tell him to give Blitzwing the ball. Wait, what?
- In contrast, the conductor who appears when Astrotrain takes over the train station knows full well to high tail it and run when the latter reveals himself. And, seeing as how everybody else just stood there despite him yelling for them to run for their lives, this officially makes him the only human in this entire episode with half a brain.
- As Blitzwing is firing 'long bombs' all over the place, isn't he the least bit concerned that he'll accidentally blow up the 'zone defense' he's having the Constructicons build?
- During Smokecreen's diversion, Scrapper coughs, despite being a mechanical being, completely incapable of respiration.
- Where the hell is Soundwave while this coup attempt is going on?
- This is the second and last time that Skids shows up in The Transformers cartoon, and with a completely different voice from before.
- The attacking Autobots are seen to be terribly mauled by Blitzwing, to the point that their bodies can be used by Scrapper to construct a throne. Actually they appear to be more dead than any Autobot looked before. Yet at the end of the episode they recover swiftly and appear to be completely intact and functional, without even getting treated by Ratchet or someone.
- It's unclear just when the Autobots could have "finished off" Megatron and Starscream "when we had the chance." (according to Ironhide). Unless there's a scene that got left on the cutting room floor somewhere, the Autobots never see Megatron and Starscream frozen and helpless.
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