The Two Faces of Ultra Magnus is the twenty-seventh episode of Transformers: Robots in Disguise. It first aired in the United States on October 20, 2001 on Fox Kids.




Reviewing clips in his viewing globe, Megatron ponders the presence of Ultra Magnus. Sky-Byte suggests recruiting the new Autobot. Meanwhile, Koji and the Autobots also question the role Ultra Magnus has come to play. The three Autobot brothers, Sky-Byte, and Ultra Magnus meet each other in the city and begin to battle. When Sky-Byte and Ultra Magnus are alone, the Predacon offers Magnus a team-up against Optimus Prime. Magnus considers accepting the offer (but secretly only wants to join the Predacons for information). The Autobots and Decepticons both emerge from their hiding places, and the Commandos ensnare the three brothers in a net. T-AI and the Autobots send Team Bullet Train to investigate the Autobot brothers' disappearance. As a test of loyalty, Megatron assigns Ultra Magnus to defeat one of the trains. Meanwhile, Scourge uses the captured Autobots to set a trap for Optimus. Magnus gets the location of the trap from Sky-Byte, and then rushes to attack the train bots - but before firing, he turns around and faces Sky-Byte. The four Autobots quickly blast the shark over the horizon. Prime arrives at the location Scourge forwarded him, looking for his comrades. All the Decepticons open fire, but the train bots (sent by Ultra Magnus) arrive on the space bridge in time to save their leader. But because the Decepticons have prisoners, the Autobots can't fight back. Luckily, the three captive Autobots arrive, carried by Ultra Magnus. The Autobots and Predacons battle against each other with several named attacks. When Megatron stomps upon the three brothers, concern for the Autobots causes Ultra Magnus to receives an exponential power-boost. The energy is transferred into the three Autobots, who push Megatron away and change color into stronger forms. Ultra Magnus and Prime combine into Omega Prime and the Decepticons retreat. Magnus states that he still holds his grudge against Prime and leaves.


In the episode


English dub changes


(Numbers indicate order of appearance.)

Autobots Decepticons Humans


Writer: Michael McConnohie
Producer: Jamie Simone
Executive Producer: Eric S. Rollman

  • North American air date: October 20th, 2001
  • Japanese air date: October 4th, 2000

Railleries in Dialog

Megatron: What does he want? Why has he come to this planet? Ultra Magnus is an exceedingly powerful Autobot. He seems stamped in the same sheet of steel as Optimus Prime. Hm, he could be dangerous. This must be a way to use him to our advantage.
Sky-Byte: He may be an Autobot, but he doesn't work and play well with others. "This whole Ultra Magnus thing is so uncool!"

Koji, sounding oddly happy.

"Now Megatron will see that I'm the sharpest shark in the fish tank of evil!"


Ultra Magnus: Hey Sky-Nibble, we gonna walk all day or what?
Sky-Nibble: Almost there. "Aww, Sky-Chump, I'm sorry if I hurt your feelings."

Ultra Magnus


Miscellaneous trivia

  • Side Burn claims that on Cybertron he was first in his class in theoretical mechanics. Maybe there weren't any red sports cars around to distract him.








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