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Battle of Autobot City

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In ur base, killin ur doods.

Transformers - Arrival to Earth (Remix)

The Battle of Autobot City refers to the protracted battle between Autobot and Decepticon at Autobot City, the base of the Earth Autobots, taking place in 2005 in one reality. By the battle's end, the leaders of both the Autobot and Decepticon forces were dying, numerous combatants on both sides had been killed, scattered or only just heavily injured, and multiple events had been set in motion that would lead to Megatron's reincarnation into Galvatron and, ultimately, the passing of the Matrix of Leadership.

Let the slaughter begin!

Megatron announces the beginning of the end for Autobot City, The Transformers: The Movie


The Decepticon forces had succeeded at driving the Autobot army off of Cybertron. However, the Autobot forces retained staging grounds on Cyberton's two moons (these were Moonbases #1 and #2) and were also in the final phase of preparations for an assault on Cybertron itself. All that remained was the transport of a final shipment of Energon cubes from Autobot City's production facilities. Optimus Prime dispatched a shuttle to Earth for this purpose, which was interestingly crewed by most of his command staff, specifically by Prowl, Ironhide, Brawn & Ratchet.


The future of pratfall technology: the Exploding Banana Peel.

Unfortunately for the Autobot Moonbases, Laserbeak -who had been sent to spy Moonbase #1- discovered that base's Autobots' intention of attacking Cybertron in an attempt to take it back, and quickly warned Megatron. In an operation reminiscent of the Decepticons' boarding of the Ark, Megatron then led a sizable contingent against the small crew of Autobots on the shuttle Prime had just dispatched. Taken by surprise, heavily outnumbered and outmatched, the four lone Autobots aboard were quickly overwhelmed and taken out of action with ease. The crew all perished (or were at least deactivated) in the attack spearheaded by Megatron, wielded by Starscream. No prisoners were taken, and all Autobot forces on board were destroyed or heavily damaged, but regardless of their condition, they met Primus.

Having successfully taken control of the shuttle, Megatron explained that he had a brilliant strategy to all of his accompanying Decepticons: the captured Autobot shuttle was to be used as a "Trojan Horse", allowing its Decepticon occupants to breach the Autobot Early Warning Systems (that would alert Autobots to any obvious Decepticon presence, but would not do so if the Decepticon attackers were concealed in verified Autobot transportation craft)— thus giving the Decepticon forces the ability to launch a preemptive surprise attack on Autobot City itself, before its formidable defense system could be activated, which Megatron seemed to think would vanquish the Autobot army at long last. (...which is what he thought about practically all of his schemes.)

(Note: There is a logical reason behind Megatron's thinking — Autobot City is, in fact, a massive energy-gathering facility, so if the Decepticon forces managed to destroy the City, then all Autobots fighting in the forces will be without a large supply of vital energy, consequently crippling the Autobot army's ability to sustain themselves, let alone wage a war.)

The Battle

The battle takes place in 2 phases:

Phase 1

Megatron had correctly predicted that the Autobot shuttle would not set off Autobot City's automated early-warning systems even if it was carrying a Decepticon crew. It was merely sheer chance that a small human child noticed a breach hole in the shuttle. He alerted the young Hot Rod, who quickly realized the severity of the situation. Hot Rod opened fire on the shuttle, damaging it enough to set off an explosion. This prevented the shuttle from landing inside the City and alerted other nearby Autobots, including Kup, who all also realized that something was wrong.

With the strike force's cover blown and the shuttle impossible to land, Megatron ordered his troops to disembark and begin their attack immediately. A number of attackers, specifically the fliers, transformed and attempted to pick off those Autobots stranded outside the City.


Launch Black Tiger squadron, and prepare the Wave Motion Gun for firing...oh, sorry, wrong show.

The Autobots in the City, although caught entirely off guard and outnumbered, quickly rallied to the defense. Ultra Magnus, in command, ordered Perceptor to tell Blaster to radio Optimus Prime on Moonbase 1 for reinforcements, and Springer and Arcee to transform Autobot City into its battle mode, and Blurr assisted Ultra Magnus in alerting other Autobots about the attack (if they weren't already clued in by the wave of Decepticons flying low, weapons ablaze on a killing spree).

Springer and Arcee delayed transforming the city for as long as possible so as to allow Hot Rod and Kup to reach the safety of Autobot City. But, as time ran out, they began the transformation sequence. As the City transformed, massive artillery pieces and automated turrets were uncovered and readied. The City's automated defenses gave the Autobots a much more sizable defense against the large Decepticon siege force. In the process of Autobot City's transformation, Starscream, while strafing Springer and Arcee as they ran for cover, got caught in the transforming sections of Autobot city and was forced to shoot his right foot to free himself. This action saved him from being crushed by another much larger transforming section of the city.

Kup and Hot Rod, speeding toward the City's bridged entryway, see that Shrapnel and Kickback are busy eating away at the entrance's armored blast door. Kickback was separated from Shrapnel when the bridge he was standing on retracted. Using Kickback as a boost (crushing his head in the process), Hot Rod and Kup clear the gap created by the retracting bridge with one lucky jump, and enter the city (while ramming Shrapnel out of the way) moments before a second blast door closed.

Meanwhile, Blaster did manage to send out a distress call, but the signal was abruptly cut off when Soundwave's four cassette henchmen, Rumble, Ravage, Frenzy and Ratbat forcefully ripped off the transmitter dish from the crow's-nest. Rumble used his pile drivers to shatter the crow's-nest's glass ceiling, and all four barge in. Perceptor had a difficult time subduing all of Soundwave's minions, due to their size and numbers. However, Blaster evened the odds by launching his own cassette quartet into the fray: Ramhorn, Steeljaw, Rewind, and Eject. A one-on-one struggle between the Autobot and Decepticon cassettes ensued, giving Blaster and Perceptor respite.

Windcharger wheeljack otp

For once, this wasn't one of Wheeljack's inventions fault.‎

Having broken through the outer defense perimeter, conventional tactics could not overcome Autobot City's formidable defenses. Therefore, Megatron ordered the Constructicons to merge into Devastator to press the siege onward and inward. He quickly made his presence felt, crushing huge autoturrets with his bare hands and tearing apart the outer defenses before hammering away at the wall to break it down and give his comrades entry. He was almost successful in demolishing the wall when, from the cover of a large armored pill-box bunker, Springer, Kup, Hot Rod and Arcee attempted to put him out of action with a colossal auto-retracting ballista that fired rocket-assisted projectiles, but only after they had cleared away the cadavers of Windcharger and Wheeljack and pushed the ballista into place by hand. The ballista scattered any Decepticons present to watch the gestalt's de-construction of the city and scored a direct hit on Devastator, breaking his concentration... but only for an instant. Devastator tore a massive slab of armor from the very skin of Autobot City, and hurled it right into the bunker, destroying the ballista and forcing everyone inside to flee. Despite the massive amount of damage wrought by the Decepticon siege very early in the battle, the majority of Autobot City's defense systems still remained online. In fact, the two sides were so evenly matched that the battle waged through the afternoon and into the night.

Phase 2

One shall stand, one shall fall.

—Optimus Prime on seeing Megatron, TFTM


"Will you stop being such a baby about this? Just hold on a second. I can see the splinter. It's right ... there ... "

However, despite its formidable array of weaponry, the City could not hold out forever; by the next morning, the City's defenses had been worn down by a relentless, sustained Decepticon siege. The once pristine Autobot City was reduced to war-torn, burnt-out shambles. Any defenders still alive were either trying in vain to hold off advancing Decepticons, or hiding in the rubble. The likelihood of a mass retreat, routing, or even a wholesale slaughter at Decepticon hands were high. It was at this crucial point that a small Autobot relief force commanded by Optimus Prime finally arrived. The Dinobots were dispatched to occupy Devastator, with moderate success, but even they could not halt the Decepticon besiegers from storming the now-crumbling Autobot City.

Now, it was left to Optimus Prime to stop the enemy forces from pressing their siege into the inner city. To stem the tide and save his comrades from certain death, he would have to make a ruthless counterassault, which would involve cutting through enemy lines against the siege force's combined firepower and inflicting enough damage to halt their advance—something neither the Autobot forces, the Dinobots, or even Autobot City's massive defensive weapon emplacements could do. And he would need to do it all by himself.

And he did it.

In vehicle mode, he rapidly mowed down Thrust and Shrapnel, and in robot mode, he used his laser rifle to put Soundwave, Ramjet, Thundercracker, Dirge, and Kickback all out of action. In so doing, Optimus Prime single-handedly defeated the Decepticons' push, achieving in mere seconds what no one else could. He then prepared to fight Megatron in—what he assured the Decepticon leader would be—their very last battle.


"See? Megatron is responsible for Prime's death, not me!"

The singular combat pitting Autobot against Decepticon was brief and intense. Hot Rod sought to help Prime, but Kup pleaded for him not to intervene ("Stay away, lad! That's Prime's fight!"). Initially, Megatron tackled Optimus Prime to the ground, but Optimus quickly threw Megatron off, sending the disgruntled Decepticon flying backwards, and into a wall. Megatron then spied a sharp piece of debris from the battle lying next to him, and he hurled it at Optimus Prime. The debris flew through the air and lodged itself into Prime's radiator grill. Optimus, however, quickly regained his composure and dodged an incoming blast from Megatron's fusion cannon. Optimus Prime then rushed Megatron and punched him with a right hook hard enough to force Megatron to the ground and knock loose the cannon off his arm. Prime, having dropped his laser rifle when Megatron tackled him at the start of the fight, yanked out the stalactiform debris stabbing him and brandished it as a weapon instead. However, Megatron drew an energy-dagger out of his boot, slashed Optimus Prime in the open wound in Prime's grill. Megatron then leaped into the air to deliver a deadly final blow, but Optimus Prime counterattacked, and, with a fierce uppercut, Megatron was once again knocked to the ground and disarmed. After a few more intense kicks, the two ended up in an arm-to-arm struggle, each trying to gain the upper hand. Megatron began to overpower Optimus Prime, and attempted to gouge out his optic circuits, but the Autobot leader then quickly broke Megatron's hold and hurled the Decepticon over his shoulder. Megatron simply couldn't endure any more punishment. Weaponless, Megatron lay sprawled out on the ground, heavily dented and cracked. It seemed as if the Autobot forces would finally see the end of the infamous Decepticon.

Kup, who had been watching the fight, urged Optimus Prime to end it once and for all now that the chance was here: "Finish him off, Prime! Do it now!" At that moment, Megatron spotted a laser pistol laying only a few yards in front of him, and it was obscured from Optimus Prime's view by a pile of rubble (The gun was only exposed at the angle that Megatron happened to be facing). Right before Optimus Prime pulled the trigger on his recovered laser rifle, Megatron feigned pleas for mercy in an attempt to stall the Autobot leader for as long as possible, as he slowly crawled his way towards the pistol.

Optimus Prime, being the honorable Autobot he was—and also completely unaware that Megatron was only a few meters away from grasping a weapon—heard Megatron's pleas and did not finish off his unarmed foe (but whether or not he later intended to do so is a subject of debate. After all, this was his mortal enemy, here). Megatron stalled Optimus Prime with his false pleas for mercy long enough for him to crawl within arm's length of the gun, but at the moment he grabbed it, Hot Rod saw what Megatron was really up to, and attempted to save Optimus Prime by lunging at Megatron. However, Megatron—even in his heavily damaged state—easily overpowered the young and comparatively weak Autobot, and held him as a shield. Optimus Prime couldn't fire on Megatron as a result, lest he shoot Hot Rod instead. Megatron aimed at Optimus' grill gashes and fired four to five times. Optimus Prime, now severely wounded, toppled over onto the ground.

Tossing aside Hot Rod, it was Megatron who now prepared to finish off Optimus Prime who, in his final fighting act, managed to gather up the last remants of his strength to deal a double-handed haymaker punch with such power and force that Megatron was knocked clean off a tall ledge. Megatron then fell a few stories onto the ground. This utterly destructive final blow was proven to be nearly fatal to the already severely battered Decepticon, who now only barely clung to life.

The defeat of Megatron at the hands of Optimus Prime marked the battle's pivotal turning point. Seeing their leader so utterly defeated in this way completely broke the Decepticons' morale. Starscream, taking interim command and showing no sympathy for Megatron, ordered Astrotrain to transform, and ferry the siege force away in a strategic retreat. Unsurprisingly, Starscream appeared ready to leave the near-dead Megatron to the Autobot forces, but Soundwave loyally carried him to Astrotrain, with Rumble in tow and fusion cannon in hand. Gathering up the rest of their wounded, the besiegers hastily retreated from the ruined city, leaving the Autobot troops to similarly tend to their wounded and dead.



"One of you must take the Matrix."
"Not it!"
"I wasn't talking to you, Blurr."

Many Autobots and Decepticons had either been killed or wounded in battle. Windcharger, Wheeljack, and (possibly) Huffer were among the casualties, and even the mighty Optimus Prime soon succumbed to his wounds and perished, but not before passing the Matrix of Leadership to Ultra Magnus as his successor; Prime was unaware that the Matrix had already chosen Hot Rod to become the new Autobot leader.


Galvatron, or just plain old TRON?

The most heavily wounded Decepticons—namely the Insecticons, Skywarp, and Thundercracker, and Megatron—were all jettisoned like so much flotsam from Astrotrain since they were not fit to remain within the Decepticon ranks (The honour of removing Megatron would be Starscream's decision by default, who afterwards elected himself as the new Decepticon leader). Megatron and the other discarded Decepticons aimlessly float around in space until discovered by the planet-eating Lord of Chaos, Unicron. He would re-engineer Megatron into the more powerful Galvatron (who would later return to reclaim the title of Decepticon Leader by literally reducing Starscream to ashes), and repeated this process with Thundercracker, Shrapnel and Kickback into Scourge and the Sweeps, and Skywarp and Bombshell into Cyclonus (and yes, there is some irony in that).


  • The battle is "Act 1" of The Transformers: The Movie.
  • Optimus Prime's death in the film was unexpected, and his death scene was known to drive younger fans to tears. That, of course, was the first time he died.
  • It is unclear how Megatron managed to beat the Autobot shuttle to Earth's Solar System.
    • Maybe the same way they escaped: Astrotrain.
  • Storyboards that have found their way to the public over the years show additional scenes that were scripted and planned, but (in all probability) never animated:
    • At the beginning of the shuttle segment, the Autobot shuttle would have been shown dodging through an asteroid storm, thus explaining why the crew didn't at least detect the approaching Decepticon attack. Some of this concept made it into the Marvel Comics adaptation of the movie.
    • Hot Rod's adventures outside the city would have been a bit longer and more dramatic. A short scene would also show him getting reprimanded by Ultra Magnus inside the city.
    • During the battle, there are hidden things you have to be looking closely for to see. Reflector can be sighted during the battle as well as a transformer that looks like Ironhide. You can even see Shockwave for a brief second even though he's supposed to be on Cybertron.
    • In early scripts and the storyboards, it appears Wheeljack and Tracks were meant to survive the battle, but perished in the finished product.
    • It is unknown if Huffer or Bluestreak made it back to the City. One thing is for sure. Huffer dies sometime between The Movie and Dark Awakening.
    • Mirage would have stealthily blasted Bombshell (answering the question of where the third Insecticon was wounded) before getting shot at by Megatron.
    • Tracks, Sideswipe, Red Alert and Ultra Magnus would have finally brought down Devastator with a missile barrage. The Constructicons would subsequently kill Red Alert as the Autobots retreated.
      • Another storyboard has Megatron firing at the retreating Autobots, killing Red Alert.
    • Another distrubing storyboard shows Blaster, Windcharger, Mirage, and Gears battling Decepticons. Gears is blown to bits and parts of Windcharger literally rain down on Blaster. Blaster and Mirage manage to escape. This scene occurs when Galvatron goes to Autobot City to destroy Ultra Magnus and the Matrix of Leadership.
    • In the oringal script, it was Smokescreen instead of Wheeljack laying dead next to Windcharger.
    • Several Decepticons would have dogpiled Optimus Prime at the start of his confrontation with Megatron, only for him to trounce them all soundly.
      • An alternate storyboard frame has Dirge attempt to jump Prime from behind, and be thrashed for his efforts, leading to Optimus Prime returning to a standing position.
    • Trailbreaker's lifeless body would have been seen as the Decepticons retreated.
  • The events of "Five Faces of Darkness" imply that Metroplex was present at the battle, but was unable to transform to robot mode because his transformation cog was damaged. Some fiction suggests that Metroplex is part of (or the same thing as) Autobot City (All sorts of fanon ensues from placing these two facts in close proximity. Use caution).
  • Interestingly enough, if it weren't for the Insections' gnawing at the first blast door, creating a hole large enough for Kup and Hot Rod to fit into, the two Autobots would've been sealed outside, and at the mercy of the Decepticons. So really, the Insecticons could have very well saved Kup and Hot Rod from their imminent doom. By accident, obviously.
  • The fight between Optimus Prime and Megatron was remade into the commercial, with a title "THEY WERE ALWAYS REAL TO ME", of 2008 Universe toyline, with CGI models based on their Masterpiece toys.
  • Okay, we're going to be honest here. The whole point of this battle is to off your favorite characters in violent ways, then replace them with newbies who we've never seen before.
  • Despite the fact that the Autobots had suffered a large amount of casualties during the battle, it appeared that there were almost no Deception casualties - until Optimus Prime showed up, and killed or wounded almost all of them. Way to go Optimus Prime. (Cue applause. Woo.)
  • It would be fair to say that had Megatron not been revived and rebuilt by Unicron, or just left on Earth, he too — like Optimus Prime— would've truly died by way of reincarnation to begin life anew as Galvatron.

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