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The Decepticons invade New York City.
- Japanese title: "Steel City"
Over New York City, Laserbeak flies into the Decepticons' underground base. The Constructicons are digging a hole in the ceiling and the Autobots don't have a clue. After hours of digging, the Constructicons manage to sink the Empire State building underground. The Autobots finally get wind of this and head to the city. Optimus Prime, Ironhide, Bumblebee and Ratchet plan to meet the rest of the Autobots at Central Park. However, Laserbeak spots them and reports back to Megatron. He plans to give the Autobots a surprising welcome.
At Central Park, the Autobots are ambushed by Soundwave and his crew, whilst underground the Constructicons inform Megatron that they're directly underneath Optimus Prime. Megatron orders them to dig while Optimus Prime is fighting Soundwave. Taken by surprise, Prime falls into the Decepticons' underground base where Megatron severs his motor relays, making him powerless. Megatron then threatens the remaining Autobots that unless they leave he will melt the Autobot leader down to scrap. He also shows them his master plan, which is to rebuild New York into New Cybertron. The Constructicons raise the Empire State building back up, but now it looks like a Cybertronian fortress. Forced to leave the city, the Autobots are gloomy until Spike comes up with a plan to get into the city undetected.
Seemingly victorious, Megatron gloats over Prime's still body. However, Megatron is still worried that Optimus Prime might try something and orders Hook to disassemble him, which he does with a handy
lightsaber energy blade. After Optimus is turned into a pile of parts, Megatron picks up his head and reactivates Optimus so he can gloat. Prime responds that even though he's in pieces he will still fight. Prime then activates his arms and trips up Megatron. Megatron orders the Constructicons to dispose of Prime's body, but he gets to keep the head.
Meanwhile Spike, Bumblebee, Ratchet, Hound and Mirage enter the City through the sewers in the hope of rescuing Prime undetected. The scene then changes to the Constructicons who are very pleased with themselves for what they did with Prime's left over body parts. They have special plans for his right arm and weapon.
While scanning for Prime, Hound is confused because his scans show Prime was behind them when before he was ahead. Mirage then spots a giant robot alligator (dubbed the Alligatorcon) and the Autobots run away. They trap it in a train and send it and the train packing. When they reach the underground base they find Prime's head and reattach his circuits so he can speak. Prime then activates his legs remotely to come to him and the rest of the Autobots figure out that the Alligatorcon was made up of Prime's parts. After capturing it, Ratchet reassembles Prime, minus the right arm. Now that Optimus is safe, the Autobots attack. The Decepticons have turned half of New York city into New Cybertron, complete with killer taxis, and they're using Prime's arm as a weapon on top of their fortress. The taxis go for Bumblebee, Sideswipe, and Sunstreaker, but Prime runs them down.
After breaking through the Decepticon defenses, Optimus Prime, Ironhide and Ratchet plan to scale the fortress to reclaim Prime's arm. Bumblebee and Spike plan to help by distracting Megatron and Soundwave. Megatron orders an air strike, but when Starscream is downed, the Constructicons become Devastator and he follows Prime's team up the building. Meanwhile, Spike and Bumblebee manage to sneak in and annoy Megatron, by calling him Megaklutz, and tricking him into destroying the device that controlled Prime's arm. Outside Devastator captures Prime and knocks Ironhide and Ratchet into the fortress. Wheeljack then comments that the whole thing reminds him of King Kong as he tries to assist with his remote controlled helicopters. Spike then informs Prime that his arm is no longer controlled by Megatron in which Prime uses this opportunity to use against Devastator. After Devastator gets hit Prime falls but is saved by Ironhide and Ratchet and as usual the Decepticons retreat.
Now the city is saved, Prime is back together and Bumblebee got a souvenir (a 'I heart NY' bumper sticker). The Autobots roll out and return home.
Original airdate: October 17, 1985
Written by: Douglas Booth
(Numbers indicate order of appearance.)
"I didn't join this outfit to be a dump truck!"
- Long Haul, commenting on his alternate mode.
"I feel like I'm in some messy swamp, not under the biggest city in North America."
- Ratchet, trudging through the sewers of New York.
"...to your health!"
- Soundwave, being hilarious (and finishing Rumble's warning to Bumblebee and Spike: "...can be hazardous....") before he blasts his gun. Kind of like a Decepticon toast.
- Spike Witwicky while he flees from the Alligatorcon.
"It sickens me to say it, Reflector, but this one time I have to hand it to Megatron. The place is finally starting to feel like home."
- Starscream agrees with one of Megatron's plans, which heralds the coming of the apocalypse.
"I may not have a weapon, but I can still transform and roll!"
- Optimus Prime, showing that a warrior without weapon is a warrior still.
"O-hoo-hoo-hoo, here they come! Auto-Auto-Autobots!"
"Faster, you Constructicons, faster! I yearn to see my city completed!"
- Megatron, doing his best impression of Donald Trump.
"Even onearmed Prime is primo."
- Sideswipe after Prime drives over the taxis and Constructicons
"Thanks for helping me....pull myself together."
- Optimus Prime get his turn at the bad puns.
"Put the pedal to the metal, Hound.....AHHHHH!!!!"
- Prowl, learning just how big New York pothole can really get.
"Say 'uncle' or I'll shove your nose in your afterburner!"
- Sideswipe lovingly deals with Starscream. He's obviously been practicing his Jet judo.
"You'll never catch us, Megaklutz!"
"Megaklutz! You dare to insult me in my own command post?!"
- Spike Witwicky daring to insult Megatron in his own command post.
"Devastator will destroy Prime, and I shall be master...of all!"
- Megatron, apparently forgetting that New York isn't exactly 'all' of Earth.
"It will take more than your puny arm to stop Devastator!"
"Right. Which is why it's lucky the hand on the end of that arm... is holding a gun!"
- Devastator reels as Optimus Prime points out the single flaw in the gestalt's otherwise brilliant tower-climbing plan.
- Why didn't the Constructicons find the Matrix when they took apart Prime?
- They didn't find it because it didn't exist at the time the episode was made.
- Megatron appears to be taking a more measured, piecemeal approach to conquest in this episode, referring to "New York" and "North America" instead of "The Earth" as he so often does.
- How on earth did Bumblebee and Spike get into the control center?
- Optimus Prime is able to move his limbs remotely while Megaton has his head in the palm of his hand.
- Prime "activating" his legs consists of somehow making them come magically tumbling through the air to him.
- How the hell did Sideswipe, Sunstreaker, and Bumblebee magically jump over the battle taxis?
- Better yet, if New York was completely evacuated, where did Megatron find those taxis?
- Let's not even get into the plausibility of lowering a thousand-foot building into the ground, rebuilding it for beings several times the size of a human, and then rebuilding it again into its original form.
- The Autobots being shown driving on a elevated highway is nothing out of the ordinary, except for the fact that the only elevated highways in lower Manhattan are the Hudson Parkway, FDR Drive and the approach ramps to the Holland Tunnel, Brooklyn and Triborough Bridges — none of which goes anywhere near the interior of Manhattan.
- Devastator climbs the Decepticons' "improved" version of the Empire State Building, very similarly to King Kong, as Wheeljack points out.
- The alligatorcon is likely an allusion to the persistent rumors of alligators living in New York City's sewers.
- The pre-911 New York skyline was actually remarkably accurate, consider it was AKOM who produced this episode.
Animation and/or technical glitches
- In a long-shot of the Autobot/Decepticon battle in Central Park, Bumblebee is inexplicably grappling with Bluestreak while Ratchet fights Reflector.
- When Scavenger is beating the bucket of his vehicle mode against the ceiling below Central Park, a misplaced cel means the cracks that are supposed to be forming in the ceiling appear in front of his arm instead.
- In the Central Park sequence, Scavenger's vehicle mode is huge, towering over Megatron and with a bucket significantly larger than Optimus.
- During one sequence as Soundwave is standing in the background, his shoulder cannon is red rather than blue.
- When Megatron is looking at Optimus through the monitor, Prime has both arms. The camera switches to Megatron and then back to Optimus, who now has only one arm.
- The scene freezes for several seconds as the rebuilt Empire State Building is about to be raised above ground, complete with non-moving clouds of dust and smoke.
- The Empire State Building is depicted as far too small in relation to the Transformers in several scenes.
- At one point, Megatron's helmet appears in white rather than grey giving the impression that he is wearing a white wig. Earlier in the episode his face and helmet are both coloured in the same shade of dark grey.
- There's an odd moment when Mirage and Ratchet say, in perfect synch, "This alligator is big and heavy!" Prime then responds with the sage observation: "From the looks of it, I'd say a little of both." The scene appears to be the result of an editing and directorial snafu. Prime should be responding to the Autobots' previous lines: "Now we've got him!" "Or should I say, we've got you?" And the combined Ratchet and Mirage line was likely intended to be a series of ad libs as the Autobots struggle with the Alligatorcon, rather than a straight line.
- When Frenzy tries to ram Hound and Prowl in the subway with a train, it first shows him as blue, but then cuts to another angle of him being red. Then again, it could be Rumble who was driving the train. Who knows.
- When Optimus transformed onearmed, the Truck missed the right half. However, when he was driving over the Decepticons, his Truck mode was complete.
- When Rumble, Frenzy, and Soundwave ambush the Autobots in Central Park, Frenzy speaks his portion of the opening line ("...can be hazardous...") without moving his mouth.
- Along with "The Core" and "The Autobot Run", this episode is one of a trio animated by AKOM, featuring distinctively bright and "cartoonish" art and animation, a somewhat more juvenile plot and script than normal, and a common set of animation model oddities, such as Chip Chase's blue jacket and Optimus Prime's white backpack.
- Though it is widely regarded in the fandom as his normal way of speaking, this is in fact the only time Mixmaster's speech oddity ever shows up.
- The final shot in this episode shows Bumblebee with an "I [heart] NY" bumper sticker.