Optimus Prime transforms, and heads towards the Decepticons. After battering a few out of the way, the others start firing on him.

He transforms and jumps up, shooting down some Decepticons. He lands and opens fire, finishing off the remaining ones. Optimus heads in and finds Megatron, and tells him that one shall stand, one shall fall.

Megatron asks him why throw away his life so recklessly. Optimus tells him to ask that question to himself. Megatron vows to crush him with his bare hands, and tackles him. Nearby, Hot Rod says he's got to help Prime, despite Kup warning him to stay away -this is Prime's fight.

Megatron hurls a spike into Prime, and starts shooting at him. Prime avoids his shots and hits him in the face, causing him to crash into a wall and knock his cannon off. Megatron pulls out a laser sword...

...and slashes Prime with it. He tries to use it again, but Prime uppercuts him back. The two continue to fight, and Megatron attempts to rip out Prime's optics.

Prime is able to throw Megatron away. Kup tells Prime to finish Megatron off now, as Prime picks his gun back up, and points it at Megatron. Surprisingly, Megatron starts begging for mercy -Prime thought he was made of sterner stuff.

However, Megatron is discreetly going to pick up a gun. Hot Rod jumps over and tackles him, but Megatron manages to use him as a hostage, and takes aim at Prime.

He fires, hitting Prime in the same place he cut him with the laser sword. He tells Prime to fall, and starts firing repeatedly, until Optimus falls over backwards.

After tossing Hot Rod aside, he tells Prime that he's waited an eternity for this -it's over. Prime hits him with a hammer punch, and he falls down a level of the city.

Optimus tries to stand, but collapses, as Hot Rod asks for forgiveness. Some of the Decepticons come across Megatron, and Starscream asks him how he feels. After giving him a kick, Starscream tells Astrotrain to transform and get them out of here. Megatron asks Soundwave not to leave him, and Soundwave complies.

Astrotrain transforms, and the Decepticons run towards him. Arcee says that the Decepticons are retreating, and Kup says Prime did it -he turned the tide. As the Decepticons all board Astrotrain, Starscream tells him to take off.

Astrotrain heads off, and transforms to his space shuttle mode. Later on, some of the Autobots gather around Optimus Prime. Perceptor examines his injuries, and says that he fears the wounds are fatal. Prime tells them not to grieve -soon, he will be one with the Matrix.

He tells Ultra Magnus, his old friend, that he shall pass the Matrix of Leadership on to him. Magnus says he's just a solider, he's not worthy of it. Prime says he wasn't worthy either, but states that one day, an Autobot shall rise from their ranks, and use the power of the Matrix to light their darkest hour. Prime then opens up his chest compartment, revealing the Matrix inside it.

He takes the Matrix out, and says that, until that day, 'till all are one. He drops it, but Hot Rod catches it before it hits the ground. He passes it to Ultra Magnus, who places it within his chest.

The glow in Prime's eyes fades out, as his entire body changes color. Optimus Prime has died.

In space, Unicron has been watching. He sees the Matrix being passed on to Ultra Magnus, and roars with rage.

Elsewhere, Astrotrain tells his passengers to jettison a little weight, or he'll never make it to Cybertron. Starscream says Astrotrain wants them to lighten their burden, so Bonecrusher says it should be survival of the fittest. Starscream asks if he hears a second on that.

Most of the Decepticons agree, but five of them -Shrapnel, Bombshell, Kickback, Skywarp and Thundercracker -say no. The other Decepticons have no problem with pushing them out of Astrotrain.

Starscream carries Megatron over, and says how it pains him to do this. Megatron says he still functions, but Starscream asks if he wants to bet on that. He drops him out of Astrotrain, and then tells the other Decepticons that as Megatron has "departed", he nominates himself as the new leader.

Scrapper tells him to wait -as the Constructicons form Devastator, the most powerful robot, they should rule. Soundwave says he's superior, the Constructicons are inferior. Bonecrusher and Hook say nobody would follow an uncharismatic bore like him, so Soundwave deploys Rumble, Frenzy, Ravage and Laserbeak.

The Constructicons attempt to form Devastator, but Rumble and Frenzy start hitting the floor with their pile-drivers, causing Devastator to fall apart. All of the Decepticons start fighting among themselves.

Elsewhere in space, Megatron is suddenly basked in a bright light. He asks who's there, and Unicron introduces himself. He says he has summoned Megatron here for a purpose, but Megatron says nobody summons him. Unicron is pleased to be the first to do so.

Megatron tells him to state his business, so Unicron says this is his command: Megatron is to destroy the Autobot Matrix of Leadership, the one and only thing that can stand in his way. Megatron claims Unicron has nothing to fear, as he has already crushed Optimus Prime with his bare hands. Unicron thinks he's exaggerating, but Megatron says the point is Prime is dead -and the Matrix with him. Unicron says he is a fool, as the Matrix has been passed to the new leader: Ultra Magnus. He tells Megatron to destroy it, but Megatron wants to know why he should -what's in it for him?

Unicron finds his bargaining posture highly dubious, but very well. He says he will provide him with a new body, and new troops to command. Megatron wants to know what else, but Unicron says there's nothing more. He belongs to him, now. Megatron screams he belongs to nobody, so Unicron says he misjudged him. He emits a red light.

This puts a great deal of strain on Megatron, who suddenly says that he accepts Unicron's terms. Unicron is pleased, and the light changes from red to green. The light changes Megatron, as his body is changed...

...and re-formatted into a new being: Galvatron. Unicron says the other Decepticons shall be his minions, and starts to change them as well.

Thundercracker is changed into Scourge, the tracker, whilst Kickback and Shrapnel are changed into Sweeps -Scourge's huntsmen. The remaining Decepticons are also changed...

...forming Cyclonus, the warrior, and his armada. The new Decepticons transform, and head towards a ship Unicron gives to them.

Galvatron vows to rip open Ultra Magnus, and every other Autobot, until the Matrix is destroyed. But before that, he decides to go to Cybertron. On Cybertron, a coronation is taking place...

...for Starscream, who has become the new leader of the Decepticons. He wants everyone to get on with the ceremony, but the Constructions keep blowing their trumpets. Starscream ends up destroying their instruments, and is finally crowned. He is about to begin a speech to his fellow Decepticons...

...when everyone notices Cyclonus flying in. Starscream asks who disrupts his coronation. Galvatron jumps out, as Cyclonus transforms.

Galvatron tells Starscream that this coronation is bad comedy. Starscream asks if Galvatron is Megatron, and Galvatron decides to give him a hint. He transforms to his cannon mode, and blasts Starscream, reducing him to dust in one shot.

As Starscream's crown falls, Galvatron crushes it and asks if anyone else would like to fill Starscream's shoes. Rumble wants to know what this guy's name is, so Galvatron introduces himself. The Decepticons all hail Galvatron.

At Moonbase 1, Jazz and Cliffjumper see Unicron heading straight towards them. Jazz wonders where this thing came from, as Unicron begins his attack. He contacts Autobot City on Earth, and says they've got a situation out here. His signal is picked up by Blaster.

Blaster transforms, as Jazz and Cliffjumper say that a ginormous, weird-looking planet has shown up in the suburbs of Cybertron. Their signal suddenly gets cut off, as Unicron consumes the moon. Jazz and Cliffjumper quickly make their way to a ship, hoping to blast free, if they can.

They take off, but fail to escape Unicron's gravity. Cliffjumper says they aren't getting away, as they and their ship get sucked back into Unicron.

Spike and Bumblebee then contact Autobot City and tell everyone what's going on. Bumblebee says they'll try and slow Unicron down, but Spike tells them to get here quick. Their signal then gets cut off, as Unicron approaches Moonbase 2. Bumblebee activates some explosives, whilst Spike sets up a countdown. With the self-destruct ready, the two board a ship.

They take off and leave, just before Unicron begins his attack. Unicron then starts to consume Moonbase 2, but it then explodes in his maw.

Spike and Bumblebee think they've done it, but as the smoke clears, they see that Unicron hasn't even been dented. Their ship then gets sucked into him.

Galvatron watches, and says how dare Unicron do this -Cybertron and all of its moons belong to him. Galvatron is then suddenly basked in a red, painful light, as Scourge reminds him that they all belong to Unicron. Galvatron continues to resist...

...but then says he will obey Unicron. The red light vanishes, and Galvatron orders the Decepticons to go to Earth. They head out in their new ship. At Autobot City, Ultra Magnus tells everyone to prepare to board the shuttles - this new menace is more dangerous than all of the Decepticons put together. Somehow they must destroy it, before it devours Cybertron.

Daniel asks about his dad, and Ultra Magnus says they'll do everything they can for Spike. Springer asks what they'll do when they get there -if that thing crunches moons, it'll make short work of them. Magnus thinks maybe the Matrix can stop it -Hot Rod thinks it can too. Just then the Autobots all come under fire from above.

The Decepticons have arrived, as Galvatron declares he will crush the Autobots just as Megatron crushed Prime. Magnus yells that he'll die trying, just like Megatron. As the Autobots head to their shuttles, Arcee saves Daniel from falling, as Hot Rod tells Arcee to stay close to him. Just then Cyclonus fires at them, but Arcee gets everyone out of the way in time.

Arcee tells Hot Rod he'd better stay close to her. Nearby, Blurr tries to get the Dinobots onto a shuttle, calling them nice dinos. Grimlock says he's no nice dino -he wants to bash brains! He and the other Dinobots use their fire breath to attack a couple of Sweeps, destroying one of them.

Magnus and the other Autobots run up. Magnus tells Kup and Hot Rod to take the Dinobots onto one shuttle, and get out of here. Kup and Hot Rod eventually get the Dinobots onboard, and then get ready for takeoff. Kup says this reminds him about the battle of Alpha 9, but before he can continue he has to push Grimlock out of his way. Grimlock says he loves Kup's war stories, but Kup tells him he's living one now.

Their shuttle blasts off, and heads into space. Springer tells Daniel it looks like their shipmates, but if he gets space sick, he's walking home! They board their shuttle, along with Ultra Magnus, Perceptor and Blurr. As they start to take off, Daniel says to wait -Arcee is still out there.

Arcee has to jump, and is helped inside the shuttle by Springer. Their shuttle heads up into space.

As the two shuttles head to Cybertron, Ultra Magnus says they've lost the Decepticons, so they should rest whilst they can. As Kup entertains the Dinobots with a war story, Hot Rod battles against an auto-combatant.

Hot Rod says they should have better things to do now than tell old stories, but Kup asks him what they should be doing. Hot Rod thinks they should maybe figure out how they'll rescue their friends, and then save Cybertron. Grimlock says no -Kup should tell the story! The auto-combatant then hits Hot Rod from behind.

The shuttles then come under missile attack -the Decepticons have found them. Kup says this is just like the shrikebats of Dromedon. Hot Rod asks how he beat them, and Kup tries to remember -there were an awful lot of casualties that day. He the recalls that they inverted polarities. Hot Rod pulls the ship up, and uses something on the ship to hit the missiles.

The missiles circle back towards them, but explode before they get close. Hot Rod says they survived that, but Kup wonders if they'll survive this, as they see Galvatron's ship chasing them. Galvatron sends Cyclonus out, and tells him to transform and attack. Cyclonus transforms to his jet mode and blasts off towards the shuttle.

He starts firing at it repeatedly, and it is soon heavily damaged. Kup says he can't control it any longer.

The damaged shuttle heads towards a planet, and Hot Rod realizes that they're going to crash. He and Kup have to leave their chairs, as the shuttle impacts on the surface and destroys the cockpit. The shuttle bounces across the ground, and crashes.

NOTES

-The death of Optimus Prime is one of the most memorable and controversial moments of Transformers. Prime's death was met with massive backlash from upset kids, much to Hasbro's surprise. The backlash was so great that Hasbro had to bring the character back to life in the next season of the TV show.

-Initially two Cyclonus characters are created. Unicron states "Cyclonus, the warrior, and his armada". But one shot later, only one Cyclonus is seen, and it stays that way for the rest of the movie. It is believed that, like how Scourge has the Sweeps following him around, Cyclonus would have some identical clones doing the same thing. But the concept was dropped from the movie. A couple of episodes of the TV show's third season do feature Cyclonus clones flying around in battle scenes, but the concept was dropped there too.

-During the coronation scene, Skywarp, Thundercracker and the Insecticons can be seen watching, despite them being reformatted into new characters in the previous scene. The storyboards or script don't call for these characters to be there, so it appears the animators threw them in there in error.

-In an earlier draft of the script, Unicron does not immediately attack the second Moonbase, after destroying the first. He was supposed to attack it after the scene where Wheelie shows the Autobots the Quintesson ship. It seems this was a late change, as it creates a continuity error -during this shot, Moonbase 2 can clearly be seen, despite being destroyed by Unicron moments ago.

-The auto-combatant is not named in the movie, but that's what it's called in the script. Despite having a line of dialogue, it's not featured in the credits. It was voiced by Frank Welker.