1
We have endured bitter
hardship and countless battles...
but at long last,
our home planet has been restored.
We would not be standing on
Cybertronian soil were it not
for the valiant efforts of both
those assembled here...
and our absent comrades ...
Ratchet, who remains 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 gather to bestow
a special honor ...
one earned by Bumblebee.
Through his bravery and devotion
to the cause of peace,
long before, he rid this universe of
the scourge of the Decepticon warmonger.
Megatron.
Megatron!
Megatron!
Unicron?
I do not understand.
Why am I not one with the Allspark?
Do I yet live?
You do not, yet you cannot
join the Allspark because my
lifeblood once flowed
through your veins.
- Dark energon.
- It binds you to my
- Anti-spark.
- Optimus Prime used the Matrix
of Leadership to imprison
you within the Earth's core.
So how is it that you speak to me now?
The foolish Prime rendered
only my material form dormant.
But my energy form was roused
from slumber when I sensed
the awakening of an ancient
rival across the cosmos.
Primus. so, it would seem that
Optimus succeeded in restoring
Cybertron after my demise.
I now wish to finish what I
began eons ago, and for that, my
Anti-spark requires a vessel.
- So... I will live again?
- Only to serve me.
Your husk will simply be
an instrument of my will.
In the company of your fellow
Autobots, in the presence of our
creator, Primus, the living
core of our planet, and by the
authority vested in me by
the Matrix of Leadership,
Bumblebee...
- ...arise a warrior.
- Nice work.
- Warrior, big time!
- You go, B.
Let's get this party started!
Welcome to the club, B.
Warrior today, and who knows?
Prime tomorrow?
Slow down, Smokey.
I'm not sure I'd wish a Prime's
- responsibility on anyone.
- I am sorry to interrupt your celebration...
- Here it comes.
- Primes never party.
- ...but I must take my leave of you.
- Sir, may I ask why?
Though Cybertron is once
again able to support life,
our planet is currently incapable
of generating new lives ...
Not until I retrieve the
wellspring from which all
life on Cybertron is born
and ultimately returns...
- The Allspark.
- You mean it isn't here?
Nor has it been, Smokescreen...
not for thousands
of years. As the war
for Cybertron reached
a tipping point and the
Decepticon army appeared to be
unstoppable, I opted to
safeguard the Allspark from
Megatron by covertly sending it
to a distant sector of the galaxy.
The Matrix of Leadership will enable
me to guide us to its present location.
What are we waiting for?
Let's take the warship
- and bring it back.
- These remain dangerous times, Bumblebee.
We cannot leave Cybertron
unsecured ...
not with Starscream and
Shockwave unaccounted for.
Not to mention our stray Predacon.
Ultra Magnus, you will
supervise patrols to find and
capture the fugitive Decepticons.
- I would be honored.
- Bulkhead, you will lead the
reconstruction effort.
Begin by building a landing
field to welcome returning refugees.
Wheeljack, I will require your
extensive experience
- navigating deep space.
- When do we leave?
Super-luminous
space drive. Impressive.
One of many upgrades that
I've made to your limited
corporeal form ... and wholly
necessary to reach Cybertron.
So... we are to rule together, as one?
You will rule nothing!
I travel to Cybertron
for one reason only ...
- to destroy Primus personally.
- But... to destroy Primus...
- is to destroy Cybertron!
- Thus will begin the new
age ... the age of chaos!
Whoa, whoa, whoa!
How are you gonna attach the
cladding when the framing
structure's incomplete, huh?
Labor issues?
- Any news of our fugitives?
- Just signs of recent
scavenging in former
Decepticon installations.
The 'Con warship can't
detect their life signals?
Shockwave must have found a
way to shield or disable them.
I'll feel better when that
gruesome twosome are locked up
with the others.
Okay, you got my attention.
What do you want?
We're prisoners of war.
We have rights!
When are we going to have
access to an oil bath?
Well, when are you gonna tell
me where I can find your pals?
I told you
before, Shockwave had
dozens of secret labs hidden
across Cybertron ... top-secret.
A shame. Your finish is
looking pretty drab.
I don't know where they are, I swear!
But I have an idea where
you might try looking.
Well, someone may want
to think about renaming
the sea of rust. I'm just sayin'.
Though I was hoping more of us
would be rushing back here
to see it ... you know, now
that it's all bright and shiny.
Cybertron will populate in time, kid.
You have to remember ...
refugees could be returning from
light-years away.
Movement.
Two contacts at .84.
Approach with caution.
My name is Ultra Magnus. Are
you Autobot or Decepticon?
Neither.
Predacons!
Phase beats flame every time!
Scrap!
Bumblebee, I need an
emergency ground bridge, stat!
Hang tight, chief. I'm
getting you out of here.
Where's the patient?
He is suffering from
a multitude of internal
injuries, most quite severe.
So, anyone care to explain
what two more Predacons are
- doing on Cybertron?
- I thought Optimus said new
life wasn't possible
without the Allspark.
I'm no authority, but
something tells me cloning old bones
doesn't constitute new life.
Shockwave's been playing
in his lab since the war.
- Why stop now?
- Doesn't matter where those
beasts came from.
We got to take 'em down.
If Shockwave's back in
business, there could be more of
- them ... a lot more.
- We need to call Optimus.
Really, Bulk? And
interrupt his quest to save
the future of our race on Cybertron?
Why send the Allspark to Theta-Scorpio,
one of the most
hazardous star systems in the galaxy?
Precisely to deter Megatron
from searching this region for it.
With all the gamma bursts and
planetoid collisions out here,
how can you be sure it survived?
The Allspark itself is
comprised of pure energy.
In order to contain it and
launch it off-world, Alpha Trion
forged a vessel capable of
extracting it from the ether.
it is this indestructible
reliquary we seek.
Well, I'll try not to scratch
the paint on this tub,
- but no promises.
- We cannot risk being stranded
if our ship is damaged.
It is best that you remain here,
- Wheeljack.
- You're the boss.
Watch your step.
- Who made him leader?
- He did snuff Megatron.
I'm not leading.
- I'm scouting.
- Fair enough.
But you do realize we're
nowhere near where we found those
- Predacons, right?
- We're not looking for those
Predacons. I followed
this energon trail,
which means he was wounded...
And I know we aren't
the ones who wounded him.
Whoa.
You mean we've been tracking...
...Predaking?
Hold fire!
Recognize this, Predaking?
You served aboard Megatron's warship.
Surely you're familiar with
this little treasure from
his vault ... the Immobilizer.
It causes instant stasis-lock,
though the victim remains fully
conscious ... a living death.
But we didn't come here
to fight, your highness.
Then why have you
violated my refuge, Autobot?
We need answers. Do
you know of any other
Predacons currently on Cybertron?
Indeed ... legions of them.
Behold my subjects ...
a countless multitude, rendered
extinct ages ago by the great
cataclysm, unearthed by the
shifting of plates during our
- planet's restoration.
- Yeah, well, me and
Ultra Magnus just about
got scrapped by two living
Predacons.
Know anything about them,
- your highness?
- Two? Where?
We came to ask your
help in finding them.
- For revenge?
- No.
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 coexist 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.
I have returned, partner.
I trust you haven't strained
yourself tinkering in your lab
while I was toiling in the field
like a common drone?
I mean, I seem to supply old
bones faster than you grow new clones.
Starscream, given our lack of
infrastructure and frequent need
to relocate in order to avoid
detection, it is not logical to
expect greater productivity
at this point in time.
At least your new clones
lack the arrogance of your last
effort ... the one who
named himself "Predaking."
Be careful, you clumsy
brutes! Where have you been?
Gutting Autobots.
What?!
You were ordered to avoid all
contact with the enemy!
- I don't hear you laughing now, Darksteel.
- We weren't followed.
Fools! Now that they know of your
existence, we have lost
the element of surprise!
The Autobots are weak.
They fled like cowards.
We have no need to fear them.
Perhaps, Skylynx, but we must
not underestimate them, either.
their treacherous scout was able
to fell the mighty Megatron ...
- rest his Spark.
- As such, it is paramount that
we harvest the CNA necessary to
clone more of you ...
- many more of you.
- So that we may build an army
of beasts great enough to
eradicate the Autobots and
conquer Cybertron ...
in Lord Megatron's memory and name.
What makes you think we'll
find Shockwave's cloning lab here?
Yeah, wasn't Darkmount
Megatron's military H.Q.?
If the intel I received
from Knockout is accurate...
we'll find a map of Shockwave's
entire lab network
in the Citadel's databank.
Not good.
Optimus, plasma storm incoming!
Get out of there! That
Allspark container may be
- indestructible, but you aren't!
- I am too close to turn back.
"Lord Smokescreen,
emperor of destruction."
How can you sit there?
That's some bad mojo.
What do you know?
Knockout actually shot
- straight for once.
- What'd you have to do ...
- buff his finish?
- Close.
Let's download the data
and get out of here.
Hey. Something's heading our way.
Predaking?
- Movin' too fast.
- Starscream?
Minions of the Prime,
prepare to be obliterated!
- Megatron?
- You skewered bucket-head
with a giant saber and
managed to miss his Spark?
- How are you still alive?
- And where'd you score the upgrade?
Megatron cannot answer
you at this moment,
though I can inform you
with utmost authority
that he owes his new lease on
life to me ... Unicron!
And I will not be so easy
to deliver into oblivion.
- Bothersome pest.
- That pest is the very one who
robbed me of my Spark.
And now I possess the power
- to return the favor!
- You possess nothing!
It is I who possess all that
you were and ever will be.
- We need to retreat.
- The only way out is down.
We can't call for a ground
bridge until we put some space
between Unicron and us!
Behold my infinite might!
Let's roll.
Come on, chief.
We're out of time.
Whoa! Stop!
- A smelting pit?
- Cybertron's been dormant for
thousands of years, but
that's still burning?
Ratchet, we need a ground bridge.
Optimus, if we don't get
out of here right now...
Optimus!
That's why he's Prime.
Cutting it a little
close, don't you think?
Wheeljack, set
a course for Cybertron.
Hang on to your hubcaps.
That's the future of
life on Cybertron, huh?
I kind of figured it'd be bigger.
Hold tight!
No!
Servant of Prime, you
will now join your brethren!
You got that right!
I... am... weak!
But our merciless attack drove
the Autobots into submission!
They fled for their very Sparks!
A victory over unworthy
opponents, especially
one that did not result in their demise,
is far from an achievement.
Clearly, our improved state is
not enough to accomplish the
deed for which I have come.
For that, I shall require a much
greater instrument of destruction.
How is this happening?
I mean, we put out a call
inviting refugees back to
Cybertron, and Unicron's
- the first in line?
- Not to mention those Predacons.
What have we come home to?
What are we supposed to
call him, huh ... "Megacron"?
- "Unitron"?
- Really?
That's your biggest issue right now?
Right, right. All right, good.
So, what's the game plan?
While Unicron may now inhabit
a mortal form, he is still
a god and thus cannot be
defeated by customary means.
Optimus? Wheeljack!
This is Bumblebee. We
have an urgent situation.
Bumblebee, this is
Optimus Prime. Proceed.
Optimus! Can you hear me?
Come in, please.
- Wheeljack, do you read?
- That hit we took did some damage.
Receiver's operational,
but we can't transmit.
- Nothing.
- You have your voice back.
Now is not the time to go radio-silent.
Optimus, in the event that you
can hear us, Unicron has found
his way back to Cybertron.
Repeat ... the Chaos-bringer is
here, on our soil,
in possession of Megatron's body.
Wheeljack, ensure that the
light-speed drive is
- still fully operational.
- So, what now ... I mean,
besides hoping that
Optimus got the message?
We figure out why Unicron's here.
- And what he wants.
- The big "U" could have taken
Earth behind our backs.
Why come back to Cybertron?
There would be only
one reason, Wheeljack.
To destroy the Spark of
his archenemy ... Primus.
But that's the core of our planet!
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.
Hmm. Tracks.
The Autobot spoke the truth.
Other Predacons do exist...
though it seems they took flight here.
Locating my new brethren
will be a futile endeavor,
unless I allow them to locate me.
Vitals are improving.
You will be back on your struts
In good time.
Exactly how long is good
time? Because with Optimus
missing in action, we could
really use Ultra Magnus' counsel.
Bumblebee, we have each been
witness to those among us who
have risen above their station
time and again ... rappers,
scouts, even field medics.
The Chaos-bringer is at our
doorstep, and now, more than
ever before, we cannot afford
- to wait for salvation.
- We'll launch an attack on
Darkmount, provided
Unicron's still there.
Or first attempt to locate
him, in the event he is not.
The beacon ... it worked!
- Predaking? Alive?
- You know this primitive life-form?
Yes ... a warrior once under my command,
though I thought he
had perished in battle.
How fortunate that I was
wrong, for Predaking is a loyal
and powerful combatant
who could very well be
the greater instrument of
destruction which you seek.
- Megatron?
- Warrior!
I call upon you to serve your master.
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!
You dare to deceive me and
- have both of us destroyed?
- Perhaps not destroyed ...
just damaged enough that our shared
form will no longer be of use to you
and force you to abandon
what remains, for regaining my
freewill, even over a mangled
and deficient frame,
is preferable to enduring
a waking life as your slave!
For your insolence,
I will only make you endure
greater suffering!
Now...
let us learn more of these
mighty legions of which you spoke
by peering directly into your mind.
Ahh. I know now what I require to
tear this world asunder...
and where I might find them.
Shockwave.
How was your journey?
Long. Explain why
you have summoned me
to the middle of nowhere.
Because I have located our army.
The clones sniffed out quite the
mother lode, wouldn't you say?
I recommend that we utilize
the warship's operating system
to search for Megatron's life signal.
Doc, that remodel who kicked
our tailpipes ... he might have
looked and sounded like old
bucket-head, but it wasn't him.
That much I know.
But even if a fraction of
Megatron's Spark still flickers
within his body, the ship's
scanners may pick it up.
So, you find me amusing?
Ow. That hurt!
That bone could be
your comrade someday!
Now stop fooling around and
return to the task at hand!
I do find it curious...
that I am not the only one
currently seeking the
remains of mighty legions.
- It cannot be!
- It defies logic.
Lord Megatron! But ...
but how?
Y-You, uh ...
oh, what does it matter?
Our master is back and looking
far more imposing than ever!
My liege, rest assured, we have
been working tirelessly in your
absence to build an army
powerful enough to conquer Cybertron.
I do not wish to conquer this
world. I wish to eradicate it.
Ye... uh ...
a-apologies, lord Megatron.
- I-I can't say that I'm following.
- Silence!
Your master is under my control.
I am the Destroyer of worlds,
the Bringer of chaos, and
- the Lord of the undead.
- Unicron.
I say we show the Lord
of the undead what it's
like to be unliving!
Rip him to shreds!
- Megatron's life signal.
- So, somewhere inside that new
- body armor, he's still alive?
- He's perished and returned before ...
a phenomenon no doubt
aided by the blood of Unicron,
which has coursed through his veins.
The coordinates indicate
he's left Darkmount.
Triangulating his exact position.
We were there ... earlier today.
- Predaking's refuge?
- Unicron's retracing our steps?
Whoa, wait.
What in Alpha Trion's beard is that?
My legion... arise, and purge
this world with your dragon fire!
Terrorcons created from Predacons?
- It defies all science.
- We're doomed!
Given that we are dealing
with Unicron himself, the energy
mass can be only one
thing ... dark energon.
- But for what purpose?
- We all saw it.
The valley was filled with
ancient Predacon bones.
Unicron's raising an undead army.
One currently traveling
across the hydrax plateau towards...
the well of Allsparks, the most
direct route to Cybertron's core...
and Primus.
The past shall consume the future,
the dead shall consume the living,
and chaos shall reign supreme!
Unicron clearly seeks to
access our planet's core from
the same point of entry
that we used to restore it.
No doubt, with every
intention of undoing our efforts.
So, what do we do?
We put ourselves between
Unicron's army and the well.
Our strongest assets are this
warship and whatever relics
- might be stored in its vault.
- Last time I looked, just the
Polarity Gauntlet and the Immobilizer.
Hopefully the genuine
article this time.
I'll round up the secret weapons.
Bulkhead, think you
can pilot this ship?
'Con engineering.
User-friendly, right?
Ratchet, you've given your all
to save this world once already.
Where are you taking us?
We have a right to know!
Greetings, fellow Decepticons.
Starscream. Thank the stars!
We can finally escape
- this dreaded ship.
- No, doctor.
We must, in fact, take this ship...
by whatever means necessary.
Primary fusion cannons,
null-rays, ion blasters ...
everything we need to stand
a fighting chance against
- Unicron's army.
- B, in case I 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.
It would be nice if
Optimus showed up about now.
I was referring to a powerful little
two-wheeler I know.
Autobots!
Surrender this warship!
Ah-Ah-Ah.
Funny how the Immobilizer can
freeze bots in their tracks...
- before it's activated.
- And, in case you're
wondering, Smokescreen
is in no position to come
to your rescue right now.
Scrap.
- Skylynx, look! One of us!
- Indeed, Darksteel ...
most likely our predecessor.
The burial ground ...
desecrated, strip-mined of all
that remained of our ancestors.
You should have been here
to see 'em rise and shine!
- They live?
- If you call being undead "living."
Dark magic perpetrated by the
demon who lives in Megatron's skin.
Just be glad you're alive
so the demon can't
- pull your strings.
- Do you not comprehend the
scope of this tragedy?
We three are proof that our
mighty race might once
again have flourished.
Their remains must be reclaimed,
if for no other reason
- than to be properly laid back to rest.
- And who made you boss?
I am not your boss.
I am your King!
Nah, Scream won't use it.
He needs us if he's gonna stand
- any chance of surviving Unicron.
- You misunderstand.
I do not intend to use this
warship for battle
but for quickly getting as far as
possible from this doomed planet.
Earth would be nice, now that
Unicron no longer seems
to be calling it home.
Shut up, you! Now move
away from the controls,
- Bulkhead, or get stiff!
- There's just one thing you've
overlooked, Scream.
That device you're holding ...
- not the Immobilizer.
- What?! What do you mean?
Aah-ya-yah!
I will silence you forever.
Huh?
Now will you believe I'm
joining the winning team?
- Knockout, we needed that!
- Wait. It... really was the Immobilizer?
Ha!
All hail... Predaking.
An impressive display for my creations.
But would it not be more logical
to employ your might
elsewhere this time?
Fine!
I hope Unicron destroys you first!
Why'd you do it, Knockout?
Why'd you turn against Starscream?
Even if I had helped him seize
this ship, he would have probably
just fired me out of the first airlock.
Oh ... and he's rude.
- Are we there yet?
- Right on schedule.
And so is Unicron.
- Resistance?
- From my own warship.
Demon hordes, take flight...
and eviscerate them!
Maybe Starscream had the right idea.
Zombiecon! Zombiecon!
Is it Optimus?
Predaking.
- More flying pests!
- Whom to root for?
The lines have certainly blurred.
Predacon allies.
You called it, B.
And to think Optimus almost
passed down the Matrix to me.
- Whoa. What?!
- Yeah, I said it.
But "right place, right time"
doesn't mean "right bot."
I know that now.
Brace for impact!
Whew!
Nothing a little
carnauba wax won't fix up.
Ugh.
Huh?
My legion, the time is upon us.
Destroy Primus with your dragon fire!
- We're the last line of defense.
- I would recommend leaving that
to those more suited for the task.
Skylynx! Darksteel!
Allow nothing to enter the well.
Really? This is how it ends?
We're not losing our planet ...
not without taking Unicron with it.
What?
A familiar resonance ...
pure energy, not unlike Primus...
one I have not encountered
since ancient days.
The Allspark!
- Optimus.
- I never thought I'd be so
happy to see that big rig!
We must keep the Allspark
from Unicron's reach.
I thought the container
was indestructible.
Indeed. But if this
vessel once trapped the Allspark,
I fear that it can
also be emptied of it.
So, the Prime returns!
Ugh!
Ugh!
Jacky!
Thank you, Prime, for
delivering the Allspark so that
- I may erase it from existence.
- Not while I stand before you, Unicron.
Megatron, you and I once united
to save a world from Unicron.
- We must do so again.
- Megatron may hear you,
but he cannot help you...
...for he is enduring eternal suffering.
Your efforts to protect
Cybertron's most sacred relic
are futile! My legion is
within reach of Primus ...
your planet's very core.
And we both know that the
Allspark cannot thrive
in a poisoned well.
Downside to wearing metal
near a Polarity Gauntlet...
You're subject to
the laws of magnetism.
Optimus, go!
Save the Allspark!
I've been worse.
So, how are we gonna
get that thing to safety?
By the only means available to us
under these most dire of circumstances.
The very survival of
our species upon this
or any world depends upon it.
I shall devour your Allspark whole!
What?! A trick?!
As a being comprised of
pure energy,
Unicron's Antispark was vulnerable
to this reliquary of the Primes.
- But if he's in there, where's ...
- Praise the Allspark!
- Master! You're alive!
- Indeed.
Your new battle armor will
take things to the next level,
my liege.
Together we will reunite all
Decepticons and once again
grind Cybertron under
- your mighty heel!
- No!
What? Why?
Because I now know the true
meaning of oppression...
and have thus lost my
taste for inflicting it.
Uh, you've clearly been
traumatized, master.
A good power-down and a
stroll around the smelting
pit will put you back in
touch with your inner warlord.
Enough! The Decepticons are
no more, and that is final.
Yes.
Well, we all have plenty to
think about, don't we?
This is not quite how
I envisioned my rise to the throne,
but since lord Megatron
all but surrendered it to me,
I will gladly revive the
Decepticons in my name.
Though
perhaps a throne is more
befitting of an actual King.
I am not here to seize
thrones, Starscream...
...but to settle scores.
In order to both protect the
Allspark and secure Unicron's
defeat, it was necessary for me
to empty the vessel's contents.
- Into where?
- The Matrix of Leadership.
As such, my own Spark can no
longer be separated from
- the multitude of others within me.
- Are you telling us...
that you are now...
one with the Allspark?
That's what you
say when someone kicks the...
To not return the Allspark to the well
would be to prevent future
generations of new life
from existing on Cybertron.
My quest must be completed.
Optimus, I didn't return to
save a life only to lose
the one I care most about.
Ratchet's restored planets.
he'll find a way to save you!
We can turn to Vector Sigma,
just like we did before.
Because the Matrix must now
be relinquished with the Allspark,
it cannot be restored
or passed down to another.
But 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.
Well, I... never really had
the best role models.
As even Megatron has
demonstrated on this day,
every sentient being possesses
the capacity for change.
I ask only this of you, fellow Autobots ...
keep fighting the noblest of fights.
You can count on us to keep the peace.
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.