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Ultra Magnus Dies!! is the twenty-fourth episode of Transformers: The Headmasters. It first aired in Japan on January 22, 1988 on Nippon TV.



Whaddaya think happens?


The Decepticon Headmasters engage in a stealth mission, sneaking into the Autobots' northern outpost on Earth in their small robot forms and successfully eliminating all the personnel without alerting the Autobots' main force. Weirdwolf reports their successful acquisition of the base to Scorponok.

Meanwhile, Battleship Maximus has returned to Athenia, where they are still concerned over Galvatron's ultimate plan for the energy the Decepticons have gathered from all the planets they attacked, and Highbrow continues his codebreaking to try and discover Scorponok's hidden weakness. At the same time, on Chaar, Galvatron announces the plan in question - as Scorponok has already deduced, he plans to "incorporate the Earth into his system." With the specifics of this goal left unsaid, Sixshot privately cautions Galvatron to beware of Scorponok and his own ambitions. Galvatron is well aware of Scorponok's own desire for power, and Sixshot offers to limit any further impediment to Galvatron's goals by personally leading a massive attack on Earth's Autobot forces, in order to wipe them out.

Elsewhere, Scorponok contacts Weirdwolf on Earth, and announces that it is time that he and his Headmasters begin to work towards their own goals, surreptitiously working to steal energy from Autobot installations and forcing Galvatron into fighting the Autobots himself, all so that Scorponok may take leadership of the Decepticons once again.

Sixshot mobilises Trypticon, the Combaticons, the Terrorcons and the Horrorcons and initiates an all-out attack against the Autobots' energy facility in Miami (pausing for a comedic scuffle between the confused Doublecross and the Horrorcons, who each take on one of his heads). Word soon reaches Ultra Magnus at Autobot City, who, unwilling to burden Fortress with any further problems, dispatches the Trainbots and Technobots to deal with the threat.

Back on Athenia, Daniel and Wheelie are helping Highbrow in his codebreaking, but have thus far met with failure - the two youths are particularly dismayed when Highbrow has them start the whole process over again from the top. Fortress charges Punch with informing him of Galvatron's movements, and confers with the other Autobots on the situation - even the hot-headed, over-eager Hardhead admits that he has bad feelings about the current situation, stunning everyone into horrified silence.

On Earth, the battle goes badly for the Autobots. On the outskirts of Autobot City, Ultra Magnus is confronted by Sixshot himself, who attacks the City Commander with his multiplication powers and multiple transformations. Metroplex attempts to intervene, but Trypticon intercepts him, at which point the Trainbots arrive, and convince Magnus that Fortress must be alerted. The news is quickly sent to Athenia, and Fortress and the Headmasters head for Earth aboard Battleship Maximus. Soundblaster in turn relays this to Galvatron; the Decepticon leader is not too eager at the suggestion that Scorponok be sent to stop the Autobots, but Soundblaster convinces him to make the request, and Scorponok complies.

Meanwhile, Ultra Magnus is in trouble - Sixshot has multiplied himself into six forms, each one adopting one of his alternate modes, to strike Magnus in painful succession. As the Horrorcons hold off Raiden, Sixshot makes his final deadly move, revealing his secret, seventh mode, combining all the strengths of his six modes in one - the Wingwolf! Simultaneously, Battleship Maximus and Scorponok arrive on Earth, but Galvatron's fears are realized, as Scorponok completely ignores the battle and telepathically contacts the Decepticon Headmasters to check up on their progress, while the Autobots arrive just as Magnus is caught in a hail of laser fire from Sixshot, laughing evilly. When the fallen City Commander does not rise, the enraged Headmasters enter Head Formation and knock the ninja out of the sky. Fortress cradles Ultra Magnus's broken body, as, with his last words, Magnus wishes for the Autobots to defend the Earth, and dies. Swept up in righteous fury, the Headmasters pummel Sixshot, forcing the villain to retreat.

Ultra Magnus's body is loaded into a funeral bier, and Metroplex requests that, rather than be fired into space, Ultra Magnus's body be buried somewhere on the Earth that he loved so much. With the bier board Battleship Maximus, a burial spot is selected - a small cave on the coastline - and Magnus is submerged beneath the waves as the sun begins to set, at civil twilight.


In the episode[]


Regional Differences[]


(Numbers indicate order of appearance.)

Autobots Decepticons Humans


Animation and/or technical glitches[]

  • As Galvatron and Soundblaster ask Scorponok to go to Earth, Scorponok's "antlers" are grey instead of orange.

Continuity errors[]

  • When he dies, Ultra Magnus does not turn grey. This stands out particularly, since The Headmasters was so attentive to this point in early episodes of the series when Blaster, Soundwave and Optimus Prime all bought the farm. But hey, maybe his inner robot did...

Transformers references[]

  • Galvatron's unknown master plan was first hinted at in "Fight to the Death on Planet Hive!!" Precisely what "incorporating the Earth into his system" involves is not covered in this episode, but will be revealed in the next installment - but don't get'cher hopes up for anything sensible.
  • The existence of Scorponok's mysterious weak spot was revealed in "Find MegaZarak's Weak Spot!!".
  • The Headmasters' telepathic powers were introduced fully back in "Cybertron Is in Grave Danger, Part 2".
  • The "Head Formation", introduced properly in "Find MegaZarak's Weak Spot!!", takes another new twist in this episode. This time, the Headmasters do not disconnect from their Transtectors before entering the formation, and once they are powered up, they do not release their grip on each other, spinning their energy-charged bodies in a destructive circle. This is probably the most important evolution of the Headmasters' powering-up abilities, as it is this specific version of the formation that will prove key in the final episode of the series.

Miscellaneous trivia[]

  • This episode marked the return of The Headmasters to Japanese television screens after a four-week break.
  • This is the first The Headmasters episode to feature an insert song. The song in question is Arise! Headmaster of Anger, which plays as Ultra Magnus and Sixshot's battle begins. The StarTV dub removes it.
  • Sixshot's Wingwolf mode was created for the animated series, hence it is not mentioned in his toy's instructions, but you can still transform the toy into this form, because it was created simply by fiddling with the figure to see what sort of other forms one could create out of it. This was not the only time that the Japanese Transformers series put this trick to use, as seen with Overlord's "space jet" mode and BlackZarak's hydra mode.
  • If anyone was at all surprised when Ultra Magnus was killed by Sixshot in this episode, then they are stupider than Skywarp, Grimlock, and Bonecrusher combined.
You really get a sense Ultra Magnus was taken down like a sad sack. Seriously, first he tries to confront one of the most dangerous Decepticons in Galvatron's forces unarmed, then he spends much of the fight not doing much but get shot at, and finally, instead of taking cover like a sensable Autobot would do, he lets a barage of gunfire from Sixshot end his life. So much for going out with a bang.


Title screens[]

Title Cards[]

Title Sequences[]








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