Rodimus Prime thinks they're outnumbered, but Grimlock says he likes big fights. As the Decepticons charge with their guns blazing, they realize their blasts aren't doing any damage. Vortex says his gun just doesn't pack the wallop it used to. Swindle reminds him it's because they're out of energy!

Cyclonus has everyone attack, so they march forward. The Autobots shoot at them, but they keep going. The Decepticons overwhelm the two Autobots, and start battering them.

Soundwave points out an alien object is approaching, so the Decepticons flee. A flaming asteroid is heading their way, but it turns out it's Springer and Arcee's ship.

Using the ship's pincers, they pick up Rodimus and Grimlock, and start to leave. Scourge says the miserable Skuxxoids can't be working for the Autobots, but Swindle tells him Skuxxoids would sell out to anybody for the fight price. Cyclonus shoots Rodimus one last time, as the Autobots leave Chaar.

Cyclonus tells the Decepticons that their energon contributions will not be in vain. They shall never again be humiliated by the Autobots, as when they return, Galvatron shall be with them. He, Scourge and the Sweeps head off for Thrull.

On Quintessa, some Quintessons are interrogating Kup, the chief of Cybertron's security. Kup says his name is Teaspoon, and he's Cybertron's chief dishwasher. The Quintessons asks him about the status of Cybertron's defenses.

Kup tells them it's in total shambles after the last war -three kids and a dog could take the planet. The Quintessons think the probability of him telling the truth is 4%, and believe Cybertron's defenses are at optimum level. Therefore a direct assault isn't viable. They ask Kup if there are any weaknesses in the Autobot's defense system, but Kup tells them they seem to know all the answers, so why ask him. The Quintessons take this as a sign that Cybertron isn't vulnerable to conventional attack, but he is concerned with the security of the planet Earth. Watching from a cell, Spike says these aliens sure know a lot about Cybertron and Transformers.

They don't seem very interested in him though. The Quintessons hear him, and one says the human senses their lack of knowledge about his species. Another says such intuitive powers could present a serious impediment to their operation, so another suggests seeing how he stands up to interrogation. And then, how he faces... death.

Springer and Arcee land their ship on a small world, and go out to check on Rodimus. Springer asks if it's bad, and Arcee says she's no doctor, but it doesn't look good. He asks if Rodimus will make it, but Arcee tells him she's no psychic either.

Rodimus weakly says that his time in the light is short, and Arcee says that is what Optimus Prime said when he was dying. Rodimus beckons Springer, as Arcee says Rodimus going to pass over the Matrix of Leadership to him. Springer says his judgment is obviously impaired, and tells Rodimus to forget it -he's just going to have to stay alive! Rodimus starts to speak, but then his eyes dim out.

Grimlock cries, as Arcee says the life force of Rodimus has slipped away. Grimlock shouts out, but Springer tells him it's true: Rodimus is gone. They'll have to take his body back to Cybertron for interment.

Grimlock says Rodimus is alive -there is no Matrix of Leadership. Springer says he's right, as if Rodimus was dead, the Matrix would have emerged. Arcee says if he isn't dead, where is his life force?

The life force of Rodimus is going on a journey in the Matrix -where Rodimus sees many strange things. Numbers, bright lights, Optimus Prime, an exploding planet, himself, a robot...

...and a spirit which enters several robots and destroys them all. Finally he sees a Quintesson, which explodes. Rodimus reactivates and mutters a name: the Quintessons.

Grimlock is thrilled to see that Rodimus is alive. As Springer helps him up, Rodimus says he was inside the Matrix, and he now knows who kidnapped the others.

He reminds Grimlock of when they were shot down over the planet Quintessa, where they were tried and sentenced to die. Grimlock remembers, as he rescued him. Rodimus says he did, but they never knew what their crimes were, which was a strange thing. But he tells them there isn't time to talk now, they've got to get to Quintessa. Springer says he must go to Cybertron to recover, but Rodimus insists they go to Quintessa -and that's an order. The Autobots head back into the ship.

On Quintessa, Spike and the Autobots are being taken to their judgment. Kup says they'll get a fair trial, then they'll be killed. Spike says it makes him wish for the good old days, before the fighting broke out. The bears versus the lunar colony -fourth down, fourth quarter, 30 yards to go... does Ultra Magnus remember that play? Magnus says he doesn't, so Spike asks Kup. Kup says no, but in a jam like that, all you can do is rush them and pray!

The Autobots charge, and start trashing some guards. The Quintesson judge flees, but Spike grabs him and makes him stop. Kup kicks a gun out of a guard's hand... Spike uses it to hold the judge hostage. They walk into a room, where several other Quintesson judges are waiting. Spike tells the Quintessons that they have a choice: release them, or he'll turn their buddy here into blooey juice! One of the judges says they sentence judge Deliberata to death. Spike tells his hostage to tell him his name isn't Deliberata, but Deliberata says he praises their decision.

The pit is opened, as Spike, Magnus, Kup and Deliberata are dropped into a pool, where lots of Sharkticons are waiting for them.

Kup wonders why does it feel like he's seen this before? A window opens up, revealing some Quintesson judges. They ask their prisoners to pay them no mind -they just like to watch. Meanwhile, on planet Thrull...

...the Decepticons arrive. Cyclonus tells Scourge to go and remove Galvatron from the ooze, so he does. Galvatron is pulled out, and is still in one piece.

But he's not too happy about having his plasma bath disturbed. Cyclonus tries to explain why they've come here, but Galvatron starts getting more and more angry that they've bothered him, and says he didn't ask for their deliverance. He makes sure Cyclonus understands he's in the wrong by hitting in the head repeatedly.

He ends up punching Cyclonus into one of the plasma pools, and then takes aim at a rock with his cannon...

...and blows it to pieces instantly. He laughs and says how wonderful it is to see Cyclonus again. He tells Scourge and the Sweeps that their leader has returned, and says long live the empire -and long live Galvatron! The other Decepticons nervously repeat long live Galvatron.

The Autobots arrive at the place where Rodimus says he and Kup were shot down before. He believes the planet they ended up landing on has to be that one over there, and points to Quintessa. Arcee says she'll radio the coordinates to their assault force. On Quintessa, the Sharkticons start to move in.

Spike asks the judges to wait, as there is still something he doesn't get: what crime did they commit? One of the judge explains that the two with him are Autobots, so that makes him guilty by association. Spike asks what crimes did the Autobots commit, so the judge says it was theft. Magnus says they are confusing them with the Decepticons, but the judge replies do they not occupy Cybertron? Spike and the others are confused by this statement, but Kup believes that clearly these guys are crazy.

The other Autobots arrive at Quintessa, and head in. But one of the judges picks up their approaching ship, and says his readings indicate the Autobot leader is onboard the ship. As he carries the Matrix, they want to destroy it, as then the entire Autobot population would plunge into despair and chaos.

The asteroid ship descends towards where everyone is, but the Quintessons roll out their defenses and blow it to smithereens!

Back on Thrull, Galvatron says that these baths have made him more powerful than ever before. He wants to know where he will find the mighty legions who will follow him. Cyclonus climbs out of the pool he'd been punched into, and says they will serve as Galvatron's elite guard, whilst the other Decepticons will make excellent gun fodder. Galvatron laughs at this statement, and starts shooting... the Sweeps. As some of them transform and take off, Galvatron shoots some of them down. Scourge transforms and lands, and tells Galvatron he has learned his lesson. He now knows he is not only the leader, but also why.

Galvatron tells him such insight is rare, and tells Cyclonus to watch out for this one -one day he might take his place. He tells the Decepticons to come -they have an empire to regain! The Decepticons leave Thrull, but Galvatron then stops and transforms.

He fires a single shot at Thrull, which totally destroys it. He transforms back to robot mode, and leads the Decepticons back to Chaar.

On Quintessa, the Autobots are fighting the Sharkticons, as the judges watch. But they then see that the Autobots they blew up have actually survived, having sent in an empty ship to distract them earlier.

However the Quintessons are pleased by their arrival, and say that they must now escape. Grimlock is sent in to deal with the Quintessons, but as he drops down, they fly up, leaving him to crash into one of their thrones.

Arcee fires at the Sharkticons, getting them to back off as Springer lowers himself down and allowing Magnus, Kup and Spike to grab on. The Autobots, along with judge Deliberata, head back out of the pool.

They come under fire from more Sharkticons, and Springer drops some of them off. Magnus says they must get to the ship, but Springer and Arcee reveal they don't have a ship. Springer says it's ok, as they've got backup coming. The backup is the Aerialbots, who arrive over Quintessa in another ship, and start firing at some of the Quintesson's gun emplacements.

Skydive says they are about to enter the atmosphere, and to prepare for the rescue operation. Silverbolt tells Air Raid and Sky Drive to take out a cannon that's aimed at them, whilst Fireflight is to spot Rodimus and the others. Meanwhile Slingshot is to get in there any pull their guys out. As the Aerialbots move in, the Quintessons move out, leaving their home world behind.

One of the Quintessons says it's a pity they won't witness the horror on the Autobot's faces as they die. The reason for this is because they activate a bomb, which will destroy the entire planet. One Quintesson says he will miss Quintessa, but the destruction of the Matrix is worth even this. Silverbolt lands on Quintessa, and the Autobots board him.

He and the other Aerialbots retreat back to their ship. As they move out, Quintessa explodes!


-This episode opens with a recap of this previous part, but with one key difference. As Rodimus Prime speaks, he has a different voice actor in the recap than he does in the episode.

Recap voice
Normal voice
Ted Schwartz
Dick Gautier

It seems that Ted Schwartz was originally set to voice Rodimus, but for unknown reasons was replaced with Dick Gautier. Somehow, the recap accidentally used the dialogue Schwartz had record.

-Rodimus says "My time in the light is short..." to which Arcee says "That's what Optimus Prime said when he was dying". However, in the movie, Optimus actually doesn't say this. The line Arcee is referring to refers to an earlier draft of the movie's script.

-In the previous part, the Quintessons and Sharkticons were almost always in shadow, but in this part an onwards they aren't, and there's no big reveal.

-In the movie, the Quintessons were last seen about to be attacked by the Sharkticons. But apparently this ended in failure, as the Sharkticons do what the Quintessons want in this episode and onwards.

-The ship the Aerialbots use is actually Broadside, a triple changer Autobot. But as the next part reveals, AKOM clearly used him in error, but more on that later.

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