Ultra Magnus is the twenty-fourth episode of Robots in Disguise. It first-airs in the United States on October 6, 2001 on Fox Kids.




Scourge and the Decepticons waste no time in draining oil from the city's cisterns until the Autobot Brothers arrive on the scene. In a location containing highly flammable oil, Side Burn tries to threaten the Decepticons into standing down, until an Autobot car-carrier arrives, unleashing his firepower with disregard for the oil tanks. He clashes with the Autobots, and in the confusion, the Decepticons use the Autobot-versus-Autobot conflict to their advantage for an escape, before the car-carrier blasts the bros and takes off. Sky-Byte watches the events unfold and mocks the Decepticons before being approached by Koji and his friends, all of whom appear to be his admirers. Escaping back to Predacon headquarters, Sky-Byte is given a new mission—to find the remaining O-Parts. When Sky-Byte's orders to the other Predacons are relayed to Autobot headquarters, Optimus sends the Autobot Brothers to his location. But it is not long before they encounter the mysterious car-carrier again, who, after warning them of a Decepticon ambush, shocks them with stun lasers and deposits the unconscious three in a junkyard before he heads off on his way. Mega-Octane and Scourge stand at the top of a canyon overlooking the road, musing on their plan to relay Sky-Byte's message to the Autobots in order to lead them to their prepared ambush. Suddenly, they find themselves facing the car-carrier instead of the intended Autobot Brothers. Upon questioning, the vehicle introduces himself—Ultra Magnus. In the ensuing battle, Ultra Magnus easily defeats Scourge and the Decepticons, even after they form Ruination. After forcibly separating Ruination, Optimus arrives and the Decepticons are thrown into retreat procedures. Optimus offers Magnus a place on his team, which Magnus rebukes. A startled Optimus asks why Magnus is acting so aggressively, to which Magnus recounts how it was Optimus, not Magnus, who was chosen to carry the Matrix of Leadership. Bitter and vengeful, Magnus challenges Optimus to a duel over its keeping. Meanwhile, Sky-Byte is still having no joy, until he finds a bomb that has not gone off... until now! (BOOM!)


In the episode


English dub changes


(Numbers indicate order of appearance.)

Autobots Predacons Humans Others


  • Koji (14)
  • Koji's friends (15)


Writer: Tom Wyner

Notable Quotes

Side Burn: You're wearing out insignia. Who are you anyway?
Ultra Magnus: TRANSFORM! It's rude to ask who somebody is without first introducing yourself.
X-Brawn: We're the Autobot Brothers.
Prowl: And we're committed to protecting this planet.
Ultra Magnus: 'Protecting the Earth'. You stood there and did nothing.
Autobot Bros.: What?!
Ultra Magnus: It's your fault that they're getting away.
[The Bros. see what this new arrival means by the Decepticons' escape behind their backs]
Prowl: Yeah... They're getting away alright because of you distracting us. They were about to rob the refinery and we couldn't stop them and you at the same time.
Ultra Magnus: You let them escape. Are you cowards or traitors?
Side Burn: Hey, watch your mouth, pal!
Ultra Magnus: Either way, you're going down! [Blasts the Autobot Bros., and takes off]

Ultra Magnus makes friends with the Autobot Brothers.

I would've brought you more energy from the refinery, but I was ambushed by an army of rabid humans and barely managed to escape.

Sky-Byte's ever-so-slightly slanted description of Koji's friends.

Prowl: We've got company!
Side Burn: What do you mean? My sensors show this road's clear for the next 10 miles!
Prowl: There's this real high-tech gadget called a rear-view mirror - you might try using it sometime.
X-Brawn: Well, what do you know, it's that truck from the oil refinery, and it looks like he's tryin' to pass us!
Side Burn: Fat chance! There's no way a truck can go faster than we can - is there?
X-Brawn: From the looks of him, he's got more horsepower than a stampedin' herd and a wild buffalo!

— He's behind you!

Side Burn: Make that 2 herds!

— ...And gaining up on you!

Side Burn: [Begins coming back on-line after Ultra Magnus puts him and the other Bros. to sleep earlier] Ohhh... My achin' chassis... Where am I?
X-Brawn: This truck's carryin' us around like we're toys!
Prowl: In the name of the Autobots, I demand that you unload us!
Ultra Magnus: Optimus may put up with your whining, but I won't. It's time for your afternoon nap. [Zaps the Autobot Bros. with a special stasis volt...] Sweet dreams! Ha ha ha ha ha ha ha ha ha ha ha! [...Before he drops them off at a junkyard to carry on with his own affairs] Now to find Optimus Prime!

Ultra Magnus' second lullaby after his first when he and the Autobot Bros. run back into each other before now

Scourge: If that new Autobot from the refinery shows up, we'll get him at the same time!
Ultra Magnus: I don't think so.
Scourge: Hmmm?
Mega-Octane: Who are you?!
Ultra Magnus: Not that it's any of your business, but I'm from Cybertron, and I'm an Autobot.

Ultra Magnus prepares for a session of one man to six men with the Decepticons (The results look obviously in the 'Cons' favor but we must still gamble responsibly if we are placing bets), and in the process he introduces himself by name to not just the Decepticons but the audience as well during his Transform stock

Ultra Magnus: Jets On!
Scourge: What's this!? An Autobot that can fly!?
Ultra Magnus: The only thing you've shown me so far is a fireworks display. Well the show's over, Decepticons - welcome back to reality.

Ultra Magnus shows Scourge just what he thinks of the Decepticons' talent, display and performance








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