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Megatron Rising - Part 1

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Cyber Key power!

Prime begins to doubt his leadership abilities as the Decepticons mobilize for a big invasion of Earth and an old enemy finally reveals himself.

German title: "Megatrons Auferstehung, Teil 1" ("Megatron's Resurrection, Part 1")
Japanese title: "Megatron's Resurrection - Part 1" (メガトロンの復活 パート1 Megatron no Fukukatsu - Part 1)
Polish title: "Powrót Megartona, część 1" ("The return of Megatron, part 1")



This is what happens when you don't have proper rust-proofing.

Detroit is in the midst of a blizzard, and as Isaac Sumdac starts to repair Megatron's body he comments that they were fortunate to have found it beforehand, while at the same time praising it for being well-constructed enough to withstand 50 years of exposure to the elements. Megatron silently gloats that Cybertronian technology is more powerful than any force on Earth. The bad weather causes a blackout and forces Sumdac Tower onto its backup generator; when Sumdac decides this will force a delay in the repairs, Megatron alternates between bluster and sweet-talk to try to get his way, but it's no use. Megatron attempts to call Lugnut again for assistance.

Lugnut and Blitzwing have just finished rebuilding themselves (after some squabbling over the last piece) in a distant forest. Starscream mocks them for in-fighting and reminds them that he is their new chosen and sworn sovereign; his two subjects retort that they serve him only under threat, not by choice. At that moment, Megatron successfully contacts Lugnut, whose newly reverential and respectful attitude both pleases and confuses (but mostly pleases) Starscream. When Starscream finds out Lugnut "thinks" he's hearing Megatron, the new leader is infuriated, and in his anger almost exposes that fact that it was himself, and not the Autobots, who defeated Megatron in the first place. Megatron orders Lugnut to retrieve the Key and bring it to him; Starscream then notices that, regardless of the source, Lugnut is indeed being contacted by someone. He orders Lugnut and Blitzwing to obey the strange orders for now, while he himself will track the transmissions to their source and see who is trying to undermine his authority.

As the Decepticons move out, the Autobots' HQ computer notices their increased activity. The Autobots are worried about a possible full-scale Decepticon invasion. As if Optimus Prime wasn't stressed enough, Bulkhead and Prowl then take the opportunity to finally tell him about the continued survival of the Dinobots on Dinobot Island. Prime is furious that his orders were disobeyed, but decides that given the circumstances they should try to use all resources available—but insists that he will lead the new mission to contact the Dinobots.

Megatron Rising Sari key taken

Try all you want kid, Captain Planet ain't coming.

Optimus Prime is especially worried about the Key, both because Sari can't protect it, and because she once again is using it as a toy (this time for model-plane dogfighting). When he orders her to turn it over, Sari angrily reminds him that she was chosen for this role by the AllSpark itself. Prime then orders Ratchet to magnetically take the Key from her, and, reluctantly, Ratchet obeys. Sari feels heartbroken and betrayed, and flees the base. An upset Bumblebee defends Sari's role as part of the team, to which Optimus responds that since Bumblebee has been such a poor team performer who makes so many mistakes, he isn't a good character witness. Bumblebee retorts that the Autobots' desperate, seemingly hopeless situation means Optimus isn't a good leader—then he leaves in pursuit of Sari. Prime orders Ratchet to take the Key to the Autobot spaceship beneath Lake Erie, and they all depart.

Sari walks down the street, dejected and pouting about how untrustworthy the Autobots turned out to be. But she's being watched—by Blackarachnia, who abducts the girl and mockingly praises her for seeing the light. Still hoping to cure herself of her techno-organic body, Blackarachnia attempts to bargain with Sari to hand over the Key. They exchange "snappy banter" for a while, which leaves Blackarachnia bored. When Sari again mentions how the Autobots no longer trust her, Blackarachnia tells her more about her own sad past and how only the power of the AllSpark can give her back a normal life. Sari seems moved....

Megatron Rising 1 Ratchet Blitzwing Key


En route to the Autobot ship, Ratchet is ambushed by Blitzwing and Lugnut, in a battle about as one-sided as Bambi vs. Godzilla. He seems to challenge Blitzwing to a battle to the finish—but the three-faced robot simply freezes Ratchet solid and cracks off his crystallized arm, taking the Key with it.

On Dinobot Island, the Autobots are confronted by the Dinobots who—again—are hostile to trespassers. Prime seemingly worsens the situation, as a stranger with a heavy-handed attitude. When their familiar protector Prowl reveals himself and tries to speak, the Dinobots calm down slightly (though Prime is further frustrated to learn the extent of his troops' misadventures on Dinobot Island). But in the end, the Dinobots refuse to help against the Decepticons, saying they don't want to help any robots—they fight robots. Optimus points out that the Dinobots are robots themselves, prompting them to begin fighting each other. When Ratchet calls and informs Prime of the Key's theft, the Autobots return to the mainland. Bulkhead asks what their next course of action is, and Prime admits he doesn't know, thinking that Bumblebee was right about Prime being unfit for command.

Megatron rising 1 Starscream freakout

Bumblebee violated rule number 37 of the good guy code: never interrupt the villain during the monologue.

Starscream traces the source of Lugnut's messages back to Sumdac Tower. Blasting his way in, he is shocked to find Megatron alive—but regains his composure at the sight of his former leader dismantled and helpless. The two have an elaborately deceptive conversation about loyalty: Megatron knows Starscream betrayed him, but Starscream doesn't know he knows and wants to "monologue" a bit before delivering the final blow. Meanwhile, Bumblebee's search for Sari leads him to the tower; when he spots Starscream through the wrecked wall, he squeezes himself into an elevator and prepares for a one-on-one battle (after using the classic "cellphone interference" ploy to avoid talking to Optimus). Right when Starscream is finally about to finish Megatron off, Bumblebee charges in, stingers blasting wildly—striking Starscream at full force and causing no damage at all. Starscream effortlessly thrashes Bumblebee, more angry at having his monologue interrupted than anything else. During this diversion, Megatron activates some of the lab machinery, propelling both Starscream and Bumblebee out of the lab and onto the tower roof.

Megatron Rising head body connect

Yep. We're boned.

Dr. Sumdac rushes in, hearing the disturbance. At first Megatron keeps up his usual act, warning that the Decepticons will be back soon and that he needs his new body immediately. The doctor agrees, trying to repair it as quickly as possible, while Megatron observes the rooftop action on a viewscreen and tries to electrocute Starscream through a spotlight. Lugnut and Blitzwing arrive, with Lugnut praising his leader, belatedly noticing his damaged state. Seeing Megatron, Blitzwing finally understands that Lugnut wasn't crazy. As Sumdac demands to know who they are, Lugnut forces Sumdac to genuflect to Megatron, revealing that Megatron is a Decepticon, who in turn gloats at the sight and how easily he was able to lie to his captor. Before Sumdac can contemplate the seriousness of what he has done, Lugnut drops him into Megatron's hand to witness what will happen. Blitzwing inserts the Key into Megatron's head; its power is now his to command. Megatron quickly (and beautifully) repairs himself, using metal from the lab as patch-up material when necessary; in the process he steals Sumdac away to an as-yet-undisclosed location.

Megatron Rising Megs entrance

No Mr.Bond, I expect you to die.

Up on the roof, Starscream is about to finish off Bumblebee, and down on the street the Autobots are just arriving to try to help, but all are reduced to staring in horror and disbelief as Megatron blasts up into the sky, an armored colossus.

To be continued...


Featured characters

(Numbers indicate order of appearance.)

Autobots Decepticons Humans


Random Blitzwing: (fitting one of Lugnut's shoulder turbines onto his own shoulder) Almost... got it... (collapses under its weight) Zere! Good as new!
Lugnut: Fool! That was mine!
Icy Blitzwing: True. But I doubt it vill do you much good at zis point.
Lugnut: (shaking him) Give me that, or I will pulverize your pistons!!!
Hothead Blitzwing: (grabs Lugnut and throws him overhead with surprising ease)
Random Blitzwing: Ahahahahaha! (throws the turbine at Lugnut)
Starscream: ARE YOU TWO RUSTBUCKETS DONE YET?! The only reason you yammering metalheads are still online is because of me! The Supreme Leader that you have chosen to crush the Autobots and lead the Decepticons to victory!
Icy Blitzwing: True. You did zreaten us.
Starscream: SILENCE!

—Starscream's brigade is not a willing one.

[Megatron, still a scraped head, is talking to Lugnut just as Starscream attempts to convince him he's new leader]
Megatron: Lugnut my loyal sevant. Your leader needs you.
Lugnut: Master!
Starscream: Ah, yes. Now that's more like it.
Lugnut: Please forgive me for failing you, my liege.
Starscream: Um, alright! Just don't let it happen again.
Megatron: The past is of no consequence Lugnut. A much more vital mission is now at hand. That key which the Autobots possess.
Lugnut: The one which contains the charge of the Allspark! I remember it well!
Megatron: Bring it to me immediately. My triumphant restoration depends on it!
Lugnut: And the universe will rejoice! All hail your grand and glorious return!
Starscream: Okaaay, what's his malfunction?
Icy Blitzwing: Technical glitch. It happens.
Random Blitzwing: A lot, actually! Ahahahaha!
Lugnut: It is not a glitch! It is Megatron, and he commands us to deliver him the Key!
Starscream: Megatron...?! Did you just say Megatron?! Did he just say MEGATRON?! THERE IS NO MEGATRON! MEGATRON IS OFFLINE! TERMINATED! I DID IT MYSEL—saw it myself.
Lugnut: No. No, lies! Lies! Megatron lives! We must obey! Our Supreme Leader has spoken!
Starscream: Aren't you forgetting something? I AM YOUR SUPREME LEADER!
Icy Blitzwing: Decepticons, Decepticons. Can't ve all just get along?
Starscream: SILENCE!

—Typical of themselves, the Decepticons argue over who is leader.

Bulkhead: Go on. It's Prime. He'll understand . . .

—Famous Last Words, Bulkhead. Famous Last Words.


Optimus Prime is not happy to learn what Prowl's been up to.

"The fate of the Earth and Cybertron hang in the balance, and all I've got in my command are a bunch of undisciplined, insubordinate MALFUNCTIONS!"

Optimus Prime has quite the bad temper when he's dissatisfied with his troops.

"What's your damage, Prime? Sari has been helping us since the day we got here. She is a part of this team!"
"Considering your own history of mistakes, Bumblebee, I wouldn't exactly call you a great character witness."
"Is that right?! Well let me tell you something, Boss-Bot: Considering the fact that we're stuck on this planet, outnumbered, with no idea on how we're gonna beat an army of Decepticons ready to fry our circuits at any second, I wouldn't exactly call you a great leader."

Bumblebee and Optimus Prime exchange harsh words. Ouch.

Hothead Blitzwing: I suggest you hand over ze key, Autobot!
Lugnut: The master will not be denied. (uses his punch on Rtchet)
Hothead Blitzwing: Ze Key, Autobot!
Ratchet: You'll have to pry it from my cold, offline servo.
Icy Blitzwing: (freezes Ratchet)
Random Blitzwing: Vell, it's not exactly offline, but— (rips off Ratchet's arm) —it's certainly cold. Ahahahaha!

—Blitzwing cheats by stealing the Key from Ratchet instead of fighting for it.

Grimlock: Cycle and car robots good! Truck robot bad!
Prowl: Truck robot good. Our friend.
Grimlock: Hmmmm... friend?

—Prowl, the Dinobot whisperer.

"Look what the capacitor dragged in."
"Megatron?! Alive? And looking... magnificent, as always."
"Starscream. How good it is to be reunited with such a devoted and faithful subject in my time of need."
"I would have come sooner, o grand and illustrious leader, but naturally we all assumed you perished at the hands of the Autobot scum. What... great... joy to discover you did not."
"Yes. Delight is written all over your face."

Megatron and Starscream exchange, ahem, warm and heartfelt pleasantries.


Starscream seriously freaks out when Bumblebee shoots him.

Lugnut: We have come for our glorious leader, Megatron!
Megatron: I am here, Lugnut.
Lugnut: Oh, master, I am not worthy! I am not worthy... What happened to your body?
Megatron: Long story.
Icy Blitzwing: So, you didn't have voices in your head.
Random Blitzwing: You had a head in your head! Ahahahaha!

—A Decepticon reunion.

"Decepticons? But, you told me you were an Autobot."
"And I hated every moment of that humiliating charade. But no more..."

Isaac Sumdac finally learns the truth, and from Megatron himself.


  • In the Japanese version, it was aired as the fourteenth episode.

Continuity errors

  • When Bulkhead brings up the Dinobots, Optimus says that they were destroyed, "weren't they?" However, the last time the Dinobots were mentioned was in "Survival of the Fittest", when Optimus thought the Dinobots were missing, and also suspected they were involved in the kidnapping of Sari. He has no known reason to think they were destroyed. Unless that is what Prowl told him.
  • Not so much an error as just an oddity: When Starscream stands over a dangling Bumblebee on the Sumdac Tower rooftop, Megatron sends a power surge through a roof fixture and zaps Starscream. When the scene cuts back to the roof a few minutes later, Bumblebee's back on the roof, which he likely managed while Starscream was stunned, and Screamer's confronting him again. However, with no time given for them to talk or react about the transition, the previous roof scene may as well not have happened.

Animation Errors

Sari's leg

It's a new fashion trend.

  • The size of Megatron's head fluctuates greatly between scenes, often appearing gigantic even compared to large characters.
  • While Prime is shouting at the other 'Bots his insignia starts where it should be, on his shoulder. But as he gestures it seems to rotate around to the underside of his arm.
  • When Sari is telling Blackarachnia about the Autobots taking away the Key, her right leg is drawn awkwardly... almost as if it's growing out of her skirt. Though this is very likely in order to prevent a pre-teen panty shot.
  • After Ratchet reports to Prime that he lost the Key, his EMP blaster wound briefly disappears as he lowers his arm.
  • Starscream's Decepticon insignia is occasionally upside-down.
  • Optimus has two lights on each shoulder, when he admits he was out of line and says about repairing friendships, he raises his fist hiding one of these lights, but when his fist goes down, the light he is hiding has vanished.

Transformers references

Real-world references

  • Ratchet's remark to Blitzwing about prying the Key "from his cold, offline servo" is a reference to an NRA slogan made famous in a speech by Charlton Heston. Coincidentally, exactly one week after this episode aired, Heston fulfilled his statement. May he Rest in Peace... with his gun.

Miscellaneous trivia

  • The Decepticon symbol on Megatron's body that was so clear last episode is nowhere to be seen now. Of course, neither is the chestplate it resided on.
  • The R/C plane Sari was flying resembles a MiG-15 Fighter.
  • We learn that Prowl and Bulkhead not only didn't tell Prime that the Dinobots were still around, but also didn't tell him that Meltdown was the one behind Sari's kidnapping in "Survival of the Fittest". So, when they returned with Sari after the events of that episode, they apparently told him none of the truth. What did they tell him?
  • Apparently, when Optimus is really ticked off and breathing heavy, his engine audibly revs.
  • This is the first episode in which we see an extended transformation sequence for Starscream.
  • When Megatron's energized body sends out cables to its detached hand, in which Prof. Sumdac is sitting, the hand grips around Sumdac, then is yanked under the flooring and over to the body, where it opens back up—with Sumdac no longer within it. (Nothing up Megatron's sleeve!)
  • At one point during Starscream's transformation, he strongly resembles the Gerwalk mode of the YF-19 Alpha One from the anime Macross Plus, one of the apparent influences for his alternate mode.
  • Being in the Great War must have really toughened Ratchet up, as he expresses no pain or shock at the fact that he gets his servo ripped off by some mad Decepticon. Hardcore. Although Blitzwing's complementary cryogenic anaesthetic would have helped a little.
  • In case you didn't know, the words "offline" and "servo" are Cybertronian for "dead" and "finger".

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