Rebellion is the twenty-third episode of Armada. It first aired in the United States on January 26, 2003 on Cartoon Network.



One fine day on the moon. Sideways manipulates, Starscream evaluates. Cyclonus snore, Megatron roar. You'll always have Demolishor!


Alone on the moon, Sideways makes note that Megatron's insufficient leadership is the key to the Decepticons's recent string of losses - something that must be fixed if Sideways is to keep the conflict active. As he records, he gazes up to the sky, to a dark region of deep space devoid of stars. Soon afterwards, Megatron and the other Decepticons return from battle, called back by Sideways who claims to be suffering from damages in his leg. Megatron is unimpressed and annoyed, and even more annoyed when practically in mid-sentence, Cyclonus takes a nap. When Starscream arrives, Megatron brutalizes and belittles Starscream as punishment for failing during battle (even though he was only obediently operating under direct orders from Megatron). Demolishor blasts into the room and intervenes, possibly saving Starscream's life. Megatron leaves, and Starscream leaves on his own soon after. After briefly questioning Demolishor about his blind loyalty to Megatron, Sideways heads after Starscream. When even Cyclonus doesn't wake up, and even Megatron is taking a nap in his throne, Demolishor concedes that the Decepticon morale is embarrassing. Starscream, who accidentally fell down a hill, cries out in an expression of anguish. Sideways, nearby, sympathizes with Starscream about how Megatron is operating without rationalization. Before leaving again, Sideways alludes to a familiar concept: Starscream taking command of the Decepticons. Megatron, hearing from Sideways a different perspective on his disciplinary actions, is manipulated. Sideways escalates the tension between Starscream and Megatron by suggesting Megatron's position is dependent on the possession of the Star Saber. Starscream, questioning his position, projects his own doubt onto Demolishor and uses that as a re-assurance that they're both soldiers, even if he doesn't know the ideology and purpose to the war he was born into. Demolishor is confused by Starscream's rationalization, and comes to feel that the still napping Cyclonus is the only Decepticon without self-purpose issues. In a hallway, Starscream has come to disregard his own misgivings and continue to obey Megatron. But Sideways pushes Starscream over the edge with a falsified order he claims to be relaying directly from Megatron. As Starscream storms out to find Megatron, Demolishor wakes Cyclonus so they can prevent the confrontation, but Cyclonus is more interested in being an audience to the bout. Megatron wagers the Star Saber on his own victory. By the time Cyclonus arrives to watch, Starscream has lost his own sword and is receiving a beat-down from Megatron. Megatron picks Starscream off the ground and re-states what's at stake: Everything. After Megatron's speech, Starscream delivers an uppercut, and follows with several sound blows, getting cheers from Cyclonus. But a blow from Megatron sends Starscream through the air. Megatron holds the Star Saber in Starscream's face, and despite his earlier promise, lets Starscream live, flaunting that he knows Starscream's psychological weakness. Sideways muses that Megatron had victory in his hands, but walked away from it. He saw weakness in Megatron through Starscream; he prophesies that one day the Decepticon leader will regret what happened here, and it will be his ruin. The next time the Decepticons enter battle, they fight with a recharged vigor; somehow the conflict coming to a climax on the moon re-established Megatron as a leader, which was beneficial for the rest of the team.


In the episode


English dub changes


(Numbers indicate order of appearance.)

Autobots Decepticons Humans Others



Sideways: "Open your eyes, Starscream. You think a rational leader would send his troops into battle, and when he loses, he takes out his frustrations on his own men? Heh, yeah right. If you ask me, I think he's gone over the deep end."
Starscream: "That's what I think, too!"
Sideways: "Maybe I'm just talkin' out loud here, but I get the feeling there's someone more capable to lead the Decepticons to victory. Yeah, I think I know what you mean. I think you do. And I think you know who I'm talking about, as well, even though you don't want to admit it."
Starscream: "I'm not sure I follow you."
Sideways: "I've probably said too much already. Starscream, Megatron is afraid of you."

—The clueless Starscream & the slick Sideways

"We've got to stop this . It'll be bad for morale!"
"You kidding? Morale? We've never had morale around here."

Demolishor and Cyclonus discussing Starscream's challenge to Megatron

"There's gotta be a reason we fight. Because there's no point in continuing unless there is. This war is over ten million years old. In fact I've been a warrior ever since my spark left the Iacon chamber, and I was merged into the army of Megatron. The only difference between me and an Autobot is the way we do battle, and the code of the Decepticons. I guess I'm starting to get a little... confused. But you shouldn't be. We are soldiers sworn to obey Megatron; capture the Mini-Cons and return to Cybertron triumphant."

Starscream, in Dinobot rambling speech mode.

"This time, it's a fight to the finish, and I won't accept any of your lame excuses. Do you understand me, you worthless grunt? I hope to realize what is at stake here. The Star Saber and supreme command of the Decepticons go to the winner. Why, you could rule the universe if you were victorious. There is no greater prize, and this is your one chance to attain it, so don't blow it, dolt. But just remember this Starscream, I won't show you mercy. You will be an example to my men, to prevent any further insubordination."

Megatron, simultaneously insulting Starscream's pride and giving him incentive to fight harder

"You win Megatron. Now... just get it over with."
"You're giving up? I expected more of you. At least beg me to spare your worthless life, or is your foolish pride getting in the way of even that, Starscream? Well, is it? Your problem is you have a conscience. You don't have the stomach to finish a fight, because you play by the rules. Well then, you'll never come out on top, Starscream. I understand your weaknesses and that's why I'm the victor and you lay there like a whimpering dog."
(begins to walk away, then stops)
"I'm always open to a challenge, soldier, and one day you..might.. defeat me."

Starscream & Megatron at the aftermath of their fight (with awesome delivery by David Kaye)

"Ha, you had the upper hand, Megatron, and then you walked away before it was over. A true leader would never leave a fight half-fought. I see weakness and one day, it will come back to haunt you. And it will be your ruin.

Sideways observing Megatron's refusal to finish off Starscream (with awesome delivery by Paul Dobson)


  • No humans appear in this episode. This is mainly a Decepticon-focused episode.

Animation and/or technical glitches

  • The animation in this episode shifts from being of high quality (particularly for close ups and certain sequences), to average quality. This is especially evident as Megatron defeats Starscream, going from a high-quality shot of Starscream slowly falling to the ground, to a lower-quality shot of him landing.
  • As Megatron turns away after this scene, his Decepticon symbols are missing from his shoulders and he is seriously lacking in drawn detail.
  • Not that it is different from any other episode, but gravity seems oddly equal to Earth's on the Moon.
    • Also, once again despite the fact a human leaves permanent footprints on the moon as he walks, a giant robot seems to have no trouble.

Continuity errors

  • In his opening log entry, Sideways mentions the Autobots having the Star Saber, but Megatron still possesses the Star Saber at the time of this episode. Sideways also refers to an "Astro blaster" which is the Japanese name for the Requiem Blaster. The Requiem Blaster will not be introduced until episode 29, "Desperate".

Real-world references

  • Sideways' log entry sequence is based upon the logs that characters in Star Trek make to provide exposition for the ongoing plot.

Miscellaneous trivia

  • Sideways' log also reveals that the Cybertronian date for this episode was Astrodate Nimbus 3391, and that his Decepticon ID code is 002348.
  • The opening scene where Sideways gazes up at a dark, starless region of space is a clue to his true allegiance, which is revealed in the following episode.
  • Few other episodes of Transformers have such a focus on exclusively the Decepticons, with a couple Autobots only having brief appearances at the end.
  • Cyclonus is seen carrying Demolishor in vehicle mode, a practice he repeats in Energon. However, they never engage in this behavior in battle.
  • Also, Cyclonus is somehow able to fly on the Moon using helicopter blades, which wouldn't gain any lift without an atmosphere.
  • Starscream is practically the opposite of his usual self. Though in earlier episodes he very constantly wishes to best Megatron, here he doesn't seem to care all that much. This episode also makes him the exact opposite of his other self.
  • Demolisher is also different from normal. He both defies Megatron and supports Starscream (with whom in other episodes he tends to argue or get into fights with).
  • This is possibly the only ever fair fight involving Decepticons.








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