The Autobots are being chased through space by the Decepticons, and their ship is damaged. Rodimus orders for them to head towards the asteroids, but the Decepticons continue to chase them. In the Decepticon's ship, some Quintessons are talking to Galvatron and tell him that they kept their word -they led him to the Autobot leader, and now he is his to destroy.

Galvatron tells them that are indeed loyal allies... so long as it suits their purposes! He shoots the monitor and says their purposes coincide with his... for the moment. The Decepticon ship starts shooting down the asteroids.

Scourge says the Autobots are getting away, so Galvatron orders for the torpedoes to be launched. The Autobots see them and Ultra Magnus says they can't outrun them, not with an engine down. Rodimus says there is only one option. Moments later, the torpedoes hit the Autobot's ship and destroy it.

Cyclonus says this is the end of Rodimus Prime, but Galvatron says he wants to examine the debris and make certain. Meanwhile, the Autobots, along with Spike and Daniel, have survived, having blasted off in a life pod just in time. Magnus says that without communications it could be months until they're found. Spike says that's swell -what do he and Daniel do when the air runs out?

Rodimus tells him he'll basically have two choices: suffocate, or smother. But then he points out they could try docking at whatever it is up ahead he's found on the radar. He doesn't know what it is, but he hopes it's friendly. The Autobots head towards the object.

The Decepticons come across the object, and Scourge says there's something big out there. Cyclonus alters their course to intercept. Meanwhile, the Autobots head into the object, which Spike says is the size of Manhattan. Rodimus says he's hoped to never see it again. Daniel asks what it is, and Arcee tells him it's a tomb. Magnus says they'd built it, as Kup explains it was built as a final resting place for the Autobots they lost in the great war.

The Autobots head inside and land their ship. Kup points out the veil of remembrance up ahead, which serves as a memorial to the Autobot heroes whose chassis and servos rest here. As Spike and the Autobots start to take a look around, Daniel heads off on his own and heads down a corridor.

He comes across tombs for Ironhide, Ratchet, Prowl and Huffer. As he walks by them, someone moves behind him. He starts messing with some controls, turning a light off, and then back on. But when the light does come back on, he sees that Optimus Prime is stood behind him!

He runs off and finds the rest of the group, and tells them that he saw Optimus Prime. Arcee says the shadows in here can play tricks on him, but he says it was Optimus Prime. Rodimus says there is only one way to find out.

They head into another room, which has the tomb for Optimus Prime inside it. Rodimus says he'd know if Optimus was still alive, as the Matrix would have told him somehow. He opens up the tomb, and everyone is shocked to discover that the body of Optimus is missing! But they then hear the Decepticons outside, and rush back out. They are immediately shot at.

Galvatron, Cyclonus, Scourge and the Sweeps attack, and blow up the life pod. The Autobots return fire, but get overwhelmed by the Decepticons, and Rodimus orders everyone to move back.

Galvatron says they have them and orders the Decepticons to finish it, as he and the others run through the veil of remembrance. They blast down the Autobots and Galvatron tells Rodimus how convenient it is -they can lay his wreckage beside that of his mentors!

But before he can fire again, he gets blasted in the back... by Optimus Prime! Optimus tells them to leave this place or die, and as he keeps shooting, Scourge and the Sweeps run off in fear.

Cyclonus calls them cowards and tells them to fight on, as he shoots back and helps get Galvatron out. The Autobots charge and keep firing, forcing the Decepticons to leave the tomb ship.

Rodimus asks Optimus what his commands are. Optimus grabs him and asks if it's safe. Rodimus guesses he is talking about the Matrix, and he says it is. He says he has been keeping it warm for him and is about to give it back, when Magnus tells him to wait. He says Optimus is in no condition to assume leadership, but Rodimus believes Optimus is just shook up a little. They would be too if they'd been dead for years! Kup says that's the point, and asks Optimus what happened.

Optimus just says darkness, cold... then, light. Daniel wonders if he was in a coma, but all Rodimus cares about it how he's here now, who cares how? Optimus says he must complete the plan, and leads everyone to a hangar, where some ships are waiting. Optimus has almost finished repairing one of them.

Rodimus asks the others if they think Optimus is still unfit to lead them, and runs off to Optimus. He presents him with the Matrix of Leadership, but Optimus doesn't want to have it at first, backing away.

He eventually does take it, and places it in his chest. Rodimus Prime reverts back to Hot Rod, who says he wants to party. But Optimus says to forgive him...

...as he suddenly shoots down Hot Rod, and then everybody else!

Prime wonders what has he done, but then runs off to a computer and says he must complete his mission. He activates the ship's auto-destruct sequence, then boards his own ship and takes off. The Autobots recover, and everyone wonders what just happened.

Hot Rod says Optimus didn't kill them, so he must have some plan. Kup says it's more like he had a recipe for Autobot fondue, as the Autobots find out they are on a collision course with a red sun. Meanwhile, Optimus makes it back to Cybertron, where he tells the Autobots the Rodimus, Kup, Ultra Magnus and Arcee gave their lives so he could return to Cybertron.

Perceptor asks about Daniel and Spike, but Optimus says the Quintessons left no survivors. Grimlock goes into a rage and says he'll stomp the Quintessons flat into the ground. Optimus says they'll mobilize all of their forces, and move against the Quintessons. Springer says those five faced tentacle slime are going to pay for this for good... and he tells Arcee he means it.

Meanwhile, the Quintessons are ready and waiting for the Autobot fleet to arrive, just as the predicted. Back on the tomb ship, Kup tells everyone to say their goodbyes, as they won't be seeing this place, or the heroes in it ever again. Magnus says he hopes this little improvisation gets them home, as the group board a hastily repaired ship and blast off. They manage to get away successfully, whilst the Autobot mausoleum crashes into the sun and explodes.

They arrive at Cybertron, but as they try to land, their ship's retro thrusters don't brake fast enough. They end up crashing into a building, but everyone escapes from the ship unharmed.

They see Sludge and Snarl, and Arcee says they are glad to see them. Sludge says he's not glad to see them -Snarl tells them they are all dead! This confuses the two Dinobots into thinking that maybe they themselves are dead, but Kup asks them where everybody is. Sludge tells him everyone else has gone to smash the Quintessons, as Snarl says that the Quintessons killed them -Optimus Prime told them so. But he then realizes the supposedly dead Autobots are standing in front of him, and says something isn't right.

Arcee finds out that Optimus has taken the whole fleet. On the flagship, Optimus says that the central planet is the Quintesson's new base. Perceptor says they'll send out patrols, but Optimus says they'll lose the element of surprise if they do that, and reminds Perceptor that he is in command here.

Blurr then says they've received an urgent message from Cybertron, stating that Rodimus, Ultra Magnus, Kup, Arcee, Spike and Daniel are all safe, are are going to join the rest of the fleet shortly. They recommend halting the attack and rendezvousing. Prime says this is a cunning Quintesson trick, and says the message is fake. But it won't help them now, and he orders for full speed ahead. The Quintessons are watching the fleet, and are pleased that the Autobots have no idea that the central planet is a decoy.

The Quintessons open fire on the Autobot fleet, releasing missile after missile. Several smaller ships are destroyed, whilst the flagship starts to take damage.

As the Quintessons keep firing, one of them says this won't even be a war -just merely an exercise in extermination. More and more Autobot ships are destroyed.

Hot Rod's group arrive in their own ship, but Arcee says they're too late. Hot Rod says to radio Prime's flagship, as they've got to stop him. Magnus sends another message, which Blurr reports to Optimus. But Optimus says this is another Quintesson trick, and orders for their ship to be destroyed.

Hot Rod's ship gets hit, and part of it gets blown open. Everyone gets sucked out into space, just before the ship explodes.

Perceptor takes a look and realizes the survivors are the ones Optimus claimed were dead. As he tells rescue teams to standby, the Quintessons see what has happened. But they believe this complication will result in a 96% probability that this discovery will only confuse the Autobots more. Another says that their defense system will still force the Autobots towards the detonator. And once they are in range... there can be no escape!

Hot Rod's group are taken onto the flagship, where they meet some of the other Autobots. Hot Rod says he doesn't care how, but this ship must be turned around. He's going Optimus hunting, but when Springer points out the blast doors to the command center are locked, he punches through them. He tells Optimus to come out front and center. Optimus says he's been waiting, as Hot Rod says he's taking command.

Optimus asks what took him so long, but then holds his head in pain and asks what did they do to him. He then remembers how the Quintessons took his body and reprogrammed it, giving him some lingering remnants of his memory and personality. He heard a Quintesson say that without their circuit implants, he would be utterly mindless -a robotic zombie.

Back in the present, Optimus starts firing at Hot Rod. Hot Rod says he doesn't want to fight him, but Optimus keeps firing and tells him he must stop him. As Prime's shots causes explosions and a lot of smoke, Hot Rod is able to get behind Optimus, and take his gun.

Optimus tells him this is no game, and the Matrix is making him too strong. He punches Hot Rod around and then gets him into a hold, trying to tear him apart. He warns that if he loses, all of the Autobots will be destroyed. Hot Rod thanks him for the tip, and manages to thrown him into a wall.

Optimus loses an arm due to the impact, as Hot Rod asks if they can stop now. But Optimus kicks him and says he should have finished him when he had the chance. Hot Rod says he tried.

Optimus looks like he is going to shoot, but then says until all are one, and tosses aside his gun. He takes the Matrix out of his chest, and places it into Hot Rod's. He says the Quintessons are monsters, who made him into a weapon to destroy the very ones he loved in life. He tells Rodimus that he will save them, before walking away.

Some of the other Autobots rush in, and Kup says that the ship is being blown to pieces, so they're evacuating. As the Autobot fleet leaves, Optimus contacts them and tells them to return to Cybertron -that is his final command.

The Quintessons are dismayed to see that the Autobot fleet is leaving, whilst the flagship is on a collision course with the detonator. They have all of their firepower directed to the flagship, trying to obliterate it.

The flagship takes major damage, but Optimus continues flying it towards the detonator. One Quintesson says it's not stopping, whilst another says no Autobot could survive that.

"Until all are one..."

The flagship collides with the detonator, destroying it, the flagship and the Quintessons with it, whilst the other Autobots get away. Kup bids goodbye to their old friend.

Magnus says this nova will be Optimus Prime's memorial, whilst Rodimus Prime says he doesn't know if he'll ever be the leader Optimus was... but for sure, he's going to try. He says so long to Prime.

NOTES

-The Autobot and Decepticon ships seen at the start of the episode are originally from the Transformers movie.

-Apparently not enough Autobots died in the Transformers movie, so this episode confirms the death of one more: Huffer. Whilst Huffer did briefly appear in the movie, it was just a cameo near the start, where he helps set up a roadblock. None of the early movie script drafts kill Huffer off, so it seems him being named as dead here was possibly a mistake.

-This episode was animated by AKOM, so as usual has a lot of errors. In line with AKOM's use of models where they shouldn't use them, Skyfire makes his return as part of the Autobot fleet:

Sometimes, the fleet is made up of generic ships, but in other shots, it's made up of multiple Aerialbots, along with Skyfire and Powerglide. Several of these guys get destroyed (sometimes more than once!) but everyone but Skyfire will be back in later episodes. Presumably the script just said something like "generic Autobot ships are destroyed" without going into much detail, which gave AKOM the chance to do what they do best when coming up with generic designs: use things that aren't generic!

-When this episode originally aired, it ended with Rodimus saying "So long... Prime". However, when the episode was rerun, new ending narration provided by Victor Caroli was added, which replaced Rodimus Prime's last words. The narrator says the following: "But is this really the end of Optimus Prime? Find out in tomorrow's exciting episode, The Return of Optimus Prime!'" This was to tie things up for the season's final two episodes, but more on that later.