Season Episodes Originally aired
Season premiere Season finale
1 16 December 26, 2007 (2007-12-26) April 5, 2008 (2008-04-05)
2 13 April 19, 2008 (2008-04-19) July 5, 2008 (2008-07-05)
3 13 March 14, 2009 (2009-03-14) May 23, 2009 (2009-05-23)

Season 1: 2007–2008

Ep# Title Airdate
1-3 Transform and Roll Out! A small space bridge repair crew, consisting of Optimus Prime, an idealistic former Autobot Academy leaver, Bumblebee, a small but smart hotshot, Bulkhead, a large wrecking-ball wielding worker, Prowl, a ninja-like loner, and grumpy Cybertronian War veteran and medic Ratchet find the Allspark amongst the meteors when clearing a space bridge in an asteroid field. But very soon they also find a ship of Decepticons looking for them. Heading back to Cybertron, their Supreme Commander Ultra Magnus is unconcerned with the threat of the Decepticons, but tells them not to play at being heroes. The Decepticons led by Megatron attack to claim the Allspark. But Megatron has an enemy in his own crew; this is Starscream who strives to hold a post of the Decepticon leader (as usual). He succeeds in fragging Megatron just as the latter attacks the Autobot spaceship. The explosion damages Megatron heavily, and he end up crashing on Earth together with the Autobots. 50 Earth years later in New Detroit, known robotics inventor Isaac Sumdac is demonstrating a new invention involving nanobots in a cockroach which ends up going horribly wrong and mutating the creature into a monster.

When the police and SWAT are unable to fend off the giant bug, the Autobots are accidentally woken up from their stasis nap. Taking on new vehicle forms, (Optimus becomes a fire truck, Bumblebee becomes a yellow police car, Prowl becomes a police motorcycle, Bulkhead becomes an armored S.W.A.T van, and Ratchet becomes an ambulance) the Autobots battle and defeat the nanotech creature, and also meet Isaac's daughter Sari Sumdac, a spunky 8-year-old girl whose security key card is transformed by the Allspark into a transformable key capable of healing the Autobots' injuries. Prowl is badly injured and healed by this method. The Autobots become the city's 'Cybernetic Superheroes', and put their skills to work helping people, fighting fires and such.

Meanwhile, Starscream arrives on Earth at last to look for the Allspark. His ruthless and sudden attacks shake up everyone, from the military to the Autobots. To obtain it, he kidnaps Isaac Sumdac, Bumblebee (knocked unconscious by Starscream's laser cannon), the mayor of New Detroit, and police Captain Fanzone and holds them for ransom. He also reveals that he betrayed Megatron years ago, resulting in their being stranded on Earth. The Autobot team battles the demented Decepticon and must utilize teamwork in order to stop him. But when Starscream gets possession of the Allspark, after the Autobots save Sumdac and the others, Optimus puts himself on the line to stop Starscream from destroying the city. In a pitched fight, Starscream is supposedly destroyed and Optimus is killed. Sari uses her key to resurrect Prime, with some help from the Allspark. Some hours later Isaac Sumdac is shown to have Megatron's head and hand in his laboratory, which is where his robotics empire came from.


This is the Season 1 premiere and it's also the pilot.

December 26, 2007 (2007-12-26)

4 Home Is Where the Spark Is The Autobots continue to defend the city while making their home in the abandoned automobile plant Sari set them up in. Sari uses her key to accidentally revive Megatron's head, who promptly learns of Starscream's betrayal. Megatron controls a small "Pocket-Bot" to search for the AllSpark in the Autobot's base, but when he doesn't find it, he takes control of the machinery in the plant to kill the Autobots. The Autobots hold their own and emerge victorious, and ponder who could've controlled the "Pocket-Bot" in the first place.

Note: This episode is the first in the series to have an opening theme. The episode's title is a parody to Home Is Where the Heart Is.

January 5, 2008 (2008-01-05)

5 Total Meltdown After having his funding cut by Porter C. Powell after Cyrus "The Colossus" Rhodes goes berserk during a demonstration, Prometheus Black experiments with the fluid leaked by Bumblebee which results in Prometheus becoming Meltdown. With his new melting powers, he vows to eliminate Isaac Sumdac, but the Autobots prevent him to carry out his ominous plan. February 16, 2008 (2008-02-16)

6 Blast From the Past Megatron has just made himself known to Isaac Sumdac and tricks the inventor into thinking that he is an Autobot. He then helps him in reprogramming some robotic dinosaurs after Bulkhead accidentally destroys them at a robotic theme park. While Sumdac tries to rebuild them, Prowl teaches Bulkhead how to 'think and move'. Behind Isaac's back, Megatron upgrades these Dinobots Grimlock (a Tyrannosaurus), Snarl (a Triceratops) and Swoop (a Pteranodon) to become his new attack drones. But during their 'rampage', both Ratchet and Bumblebee try to use an electromagnetic attack to disable them. However, Sari's key gets pulled into the mix, which gives the Dinobots a small semblance of 'a spark'. Megatron tricks them into attacking the Autobots because "all the cars are bad"; this forces the Cybertronian heroes to battle them. It is during this fight that Bulkhead proves to be exactly what the Autobots need to stop the Dinobots, his muscle more than a match for the Dinobots' muscle. Sumdac thinks it would be better to dismantle the Dinobots, and Prime agrees, but Prowl (who senses a life force inside them) and Bulkhead, without Prime's knowledge, take the Dinobots to an island in the middle of Lake Erie where they can exist peacefully. January 12, 2008 (2008-01-12)

7 Thrill of the Hunt Ratchet thinks back to the time when he served in the Cybertronian War as a field medic. During the fighting, he was sent to rescue an Intelligence agent named Arcee who was injured during the fighting. The intelligence codes she possesses could turn the war in the Decepticons favor. For that reason, Megatron sends the bounty hunter-for-hire Lockdown, to capture her, snagging Ratchet in the process. Back in the present, Lockdown has resurfaced and uses Ratchet's EMP generator to capture Optimus Prime. Recruited by Blitzwing and Lugnut to locate the Autobots who destroyed Megatron, Lockdown is revealed to be just a bounty hunter who doesn't care about the Decepticon's cause and just does it for the 'upgrades' he can get. Ratchet eventually defeats him, reclaims his EMP generator and saves Prime, and opens up about his experiences to his leader. January 19, 2008 (2008-01-19)

8 Nanosec To obtain Destronium to help rebuild his body, Megatron bails a fleet-footed thief named Nino Sexton out of jail and gives him Isaac Sumdac's experimental super-speed suit to obtain the Destronium for him. Since the Destronium is highly unstable it needs to be transported quickly (no more than for 10 minutes) from the research lab to Megatron directly. Meanwhile, to catch up to the villain, Bumblebee experiments with some new rocket boosters, but they do more harm than good. Eventually, the Autobots exploit Nanosec's weakness (rapidly accelerated aging) and defeat him, and through teamwork, get rid of the exploding Destronium. January 26, 2008 (2008-01-26)

9 Along Came a Spider It's Halloween and Sari introduces the Autobots to Earth's costume-and-candy traditions. However, the entire affair brings up bad memories for Optimus, who is haunted by the ghosts of his past, specifically when he and his fellow bots, the cocky and arrogant Sentinel Prime and power-mimicking Elita-1 were looking for a crashed Decepticon ship loaded with energon cubes. When Sari takes Bumblebee and Bulkhead trick or treating, the spider-like Decepticon Blackarachnia (formerly Elita-1) shows up and targets Sari's key. She wants the key to get rid of her organic half that she got when she was on an organic planet infested with giant spiders. The spider's venom somehow mutated her Cybertronian systems, making her 'a freak'. After seeing how Sari's key can heal Autobots, she wants to use it to purge her organic half. However, her body can't survive without her organic half now and as a result of using the key, she nearly kills off all organic matter in the entire city (which includes herself and Sari). Optimus gets the key away from her and Blackarachnia escapes, alone once again. February 9, 2008 (2008-02-09)

10 Sound and Fury Megatron creates Soundwave, a robot in the form of a toy robot for Isaac to give to Sari for her birthday. Bulkhead is the only one who finds the toy to be a bad thing and finds out that the toy is evil. Unknown to Sari, the more she uses her key on Soundwave, the more he will evolve into a bigger robot, which Megatron intends to use as a new body. However, after using the key many times Soundwave becomes self-aware and assembles all the robots in Detroit to combine with them and to create an army. When the Autobots catch wind of Soundwave's plan, they try to stop him. Most of the Autobots get overwhelmed and Bulkhead goes down to the sewers to confront Soundwave. Soundwave tries to convince Bulkhead to his logic. Bulkhead tricks Soundwave and smashes him to pieces, but Soundwave survives as a cassette player. February 23, 2008 (2008-02-23)

11 Lost and Found When Megatron's two deadliest warriors, the three-faced Triple changer Blitzwing and the strong, obsessively loyal Lugnut arrive on Earth looking for their leader Megatron, the pair tear up the city of Detroit. Optimus Prime and the Autobots battle the highly destructive Decepticons, only to get beaten back by their seemingly endless arsenal of weapons. Megatron, seeing that Lugnut is the most loyal, manages to make contact Lugnut and orders him to obtain Sari's key. With the key they can locate the Allspark, and with that Megatron will be able to return to power. Optimus decides to use Sari's key to repair their ship so that they can get off the planet and lure the Decepticons away from them. But Sari doesn't want them to go and stubbornly refuses to help them, even to the point of sabotaging their ship. However, the Allspark reveals that if Megatron gets the Allspark, he will destroy everyone and everything in the universe. While Optimus and the Autobots battle Blitzwing and Lugnut, Ratchet and Sari reactive their ship's weapons system and blast the "sweet pair" into scrap. Starscream suddenly appears and promises to save and repair them but demands them to serve him only. March 1, 2008 (2008-03-01)

12 Survival of the Fittest When Sari gets kidnapped by the Dinobots, Prowl and Bulkhead go to the island to find out what is going on. Captain Fanzone goes after them, suspicious of their reactions to this situation. It is on the island that, after teaming up, the trio encounter the Dinobots, who attack them. Prowl is naturally confused at this, until he discovers that they all have acid burns on their bodies. Worse, it is the work of Prometheus Black (AKA the acid-shooting Meltdown) who has forced the Dinobots to become his watchdogs, and wants to use Sari as part of his experiments to create a transforming human. His previous experiments having failed, Meltdown thinks that a still-growing human, as opposed to an adult, will have better results, and chooses Sari because he hates Sumdac. Bulkhead is heavily injured by Meltdown, and only Sari's key can save his life. So Prowl and Fanzone team up to release the girl, but they have first to fight Meltdown's mutant freaks (the mammal-like one was his lawyer). They take out Meltdown by wrapping him in a non-corrosive containment suit and, after the Dinobots take out Meltdown's mutants, return to the city, leaving the Dinobots on their island. March 8, 2008 (2008-03-08)

13 Headmaster Henry Masterson, creator of the Headmaster exo-suits, is fired by Isaac who states that Sumdac Systems doesn't make weapons of war after the exo-suit makes one of Isaac's robot models unstable. To take revenge on Isaac, Henry becomes Headmaster and plans his revenge by taking over Bulkhead's body. The Headmaster eventually succeeds in taking over Bulkhead's body, and fights the Autobots using it and weapons built into the Headmaster unit. He also causes the city's generator-core to overload, threatening to destroy the city. By the time the Autobots defeat Headmaster and knock the Headmaster unit off Bulkhead, the overload is at the point where the only way to stop it is to manually push the containment-grid back into position. However, nobody can survive the conditions inside the core, so it's essentially a suicide mission. At first, Optimus plans to do it himself, but Bulkhead has the idea of creating a new robot to do it. The Autobots create a patchwork robot in time, and Sari animates it with her key. The robot succeeds, and its melted, damaged, inanimate remains are put on display. March 15, 2008 (2008-03-15)

14 Nature Calls Prowl is frustrated by humans plowing snow and the fact that neither Bumblebee nor Sari seem to care. Optimus Prime discovers a non- sentient Cybertronian energy signal and Sari, Prowl, and Bumblebee set off to investigate. Sari attempts to teach Bumblebee the fine rustic art of camping, but he is not the least interested in roughing it. Their semi- peaceful vacation is soon disrupted when they have a run-in with parasitic Space Barnacles, that have apparently taken over the Cybertronian body of their thought-to-have-been deceased enemy Megatron, and end up taking over Prowl and Bumblebee. Sari uses hot water to destroy the space barnacles. Her Autobot friends are rescued, but Isaac Sumdac finds the body and takes it back to his lab to rebuild it. March 22, 2008 (2008-03-22)

15 Megatron Rising Part 1 When Starscream, Blitzwing, and Lugnut begin their attack upon Earth, Optimus Prime demands that Sari hand over her key to the Autobots. She refuses and Rachet uses his magnets to forcefully take it from her.This causes her to run away only for her to end up captured by Blackarachnia. Optimus begins to doubt his leadership while Megatron begins his next stage to have his body rebuilt and orders Lugnut and Blitzwing to steal the key from the Autobots. They succeed in doing this. Starscream, when scanning Lugnut, learns at last that Megatron is really alive. After thinking a little, he decides to join up with his former leader until the next good opportunity to get rid of Megatron presents itself. So Starscream arrives to the Sumdac's lab, where Megatron's head is placed, and tries to convince him of his loyalty (but he doesn't suspect that Megatron already knows about his treachery). At the end of the episode, Optimus watches in horror as Megatron rises to the sky, his body having been fully rebuilt by Isaac Sumdac and the key. March 29, 2008 (2008-03-29)

16 Megatron Rising Part 2 Now that Megatron's body is rebuilt and designed to blend in on Earth, Optimus Prime, Prowl, and Bulkhead battle valiantly against him only to get brutally beaten. Megatron destroys Starscream's 'lifespark' by Sari's key, so punishing him for his betrayal. Meanwhile Ratchet rescues Sari and drives Blackarachnia away. The battle between Optimus and Megatron leads them back to the Autobot ship and Megatron gets his hands on the Allspark. Then, Optimus Prime uses Sari's key to tackle Megatron, destroys the Allspark, and cause Megatron some serious damage. Optimus returns the key to Sari for safekeeping and tells her that the key is obviously too valuable for mere Autobots to handle. Soon after she starts to wonder where her father is. In the end, it is revealed that Megatron has kidnapped Issac Sumdac for some evil plan. April 5, 2008 (2008-04-05)

Season 2: 2008

Ep# Title Airdate
17 The Elite Guard With Isaac Sumdac missing (he was actually captured by Megatron at the last minute), Sari has a hard time running his business. The Cybertron Elite Guard (consisting of Ultra Magnus, Jazz, and Sentinel Prime) have arrived on Earth to locate the Allspark. It is eventually discovered that the Allspark wasn't destroyed, but dispersed throughout the city, when a shard of its energy causes an assembly line to go out of control. Meanwhile, Megatron has Isaac begin to construct a Space Bridge so that his Decepticons can invade Cybertron. Following the aftermath, Sumdac System's CEO Porter C. Powell reveals to Sari that there are no records of her birth or adoption meaning that Sari can't prove herself to be the daughter of Isaac Sumdac or that she even exists. April 19, 2008 (2008-04-19)

18 Return of the Headmaster With Sari evicted from Sumdac Tower, Porter C. Powell rehires Henry Masterson (aka "the Headmaster") to help run Sumdac Systems. Henry then decides to test his Headmaster on one of the new Elite Guard bots. Setting his eye on Sentinel Prime, he fakes a Decepticon sighting and takes over Sentinel's body, forcing Optimus and Sentinel to team up to get Sentinel's body back without Ultra Magnus finding out. Meanwhile, Bumblebee and Bulkhead try to be supportive to Sari. April 26, 2008 (2008-04-26)

19 Mission Accomplished Unaware of what Megatron is up to, the Elite Guard begin the removal of Optimus Prime and the other Autobots by sending them back to Cybertron to deal with a Decepticon uprising, yet things take a turn for the worse. Blitzwing and Lugnut steal the Tachyon Transmitter from the Elite Guard's ship for Megatron as part of a way to contact other Decepticons. Meanwhile Starscream regains consciousness on a garbage barge and returns to take his revenge on Megatron. Megatron kills him again and again… but a fragment of the Allspark in Starscream's head is keeping him immortally alive. Then Starscream tries to entrap Megatron with another fragment of the Allspark which he puts on the electric train. But his attempt failes, thanks to Optimus Prime and his team. The episode ends with Starscream's arrest and imprisonement in the Autobots' spaceship. May 3, 2008 (2008-05-03)

20 Garbage In, Garbage Out During Detroit's garbage crisis, energy from the Allspark creates a Transformer from a pile of junk. This Transformer, named Wreck-Gar by Angry Archer, causes problems for the city. Crossing paths with Ratchet and Sari (who are working to get Ratchet an attiude adjustment) and Lugnut (looking for Wreck-Gar's Allspark fragment), they all find themselves caught by Porter C. Powell's all-consuming micro-bots, made from Sumdac's nano-tech from the first episode. A tribute to the G1 series are the names of couple who Rachet is driving to a hospital - Spike and Carly [human allies from G1 series], Spike is also still voiced by Corey Burton. May 10, 2008 (2008-05-10)

21 Velocity After an encounter with a mysterious blue car that outsped him, Bumblebee competes in Master Disaster's underground racing tournament which ends up getting Blitzwing involved when another Allspark fragment is detected. May 17, 2008 (2008-05-17)

22 Rise of the Constructicons After energy from Allspark fragments turns two construction vehicles into Transformers named Scrapper and Mixmaster, Bulkhead befriends them. However, the Decepticons turn the tables on the Autobot's new friends as they want the Constructicons to steal supplies for Megatron's space bridge. May 24, 2008 (2008-05-24)

23 A Fistful of Energon Prowl goes off on his own to capture the fugitive Starscream after the latter escapes from the Elite Guard custody. Alighting on the Moon, Prowl discovers the gaol-breaker and handcuffs him. But he has also a competition: the famed bounty hunter Lockdown. While two tough 'hunters' fight each other, their 'quarry' succeedes in running away again. Deciding the only way to take him down is teaming up, Prowl gets caught up with Lockdown's upgrades and intentions. Then Prowl and Lockdown set off back to Earth in pursuit of Starscream. But there they get into a true SNAFU. Unexpectedly, they succeed in capturing two Starscreams at once… Who of them is the genuine one?

This episode's title is a play on words from the movie "A Fistful of Dollars" to further this joke, Lockdown wore a poncho similar to the one Clint Eastwood's character (The Man With No Name) wore.

May 31, 2008 (2008-05-31)

24 S.U.V. - Society of Ultimate Villainy Under the orders of a mysterious benefactor, Angry Archer, Nanosec, Professor Princess, and a new villain woman called Slo-Mo band together to defeat the Autobots. The Autobots soon discover that the S.U.V.'s mysterious benefactor is the Decepticon arms dealer Swindle. He promises to reward the Villains handsomely if they gain some technical devices for him. Then he is using these devices to create a weapon which can make any machine motionless (including the Autobots) and tries to 'flog' it to Megatron. But while he bargains with the Decepticon leader, the Villains, being left rewardless,help Sari to revive Bumblebee and the other Autobots. Bumblebee succeedes in 'locking' Swindle in his vehicle mode and in handing him (together with the Villains, indeed) over to justice. June 7, 2008 (2008-06-07)

25 Autoboot Camp After a mysterious convict escapes Autobot custody, Ultra Magnus contacts the earth-bound Autobots so they can identify him in case he shows up on Earth. Bumblebee recognizes the convict as Wasp, a Bot he ran into back when he was in boot camp and whom he put away in jail in the first place as a traitor. He and Bulkhead then go on, as Bulkhead puts it, "a wild grease chase" to find Megatron's base and nail Wasp at the same time after intercepting a message between Megatron and the mysterious "double agent on Cybertron," who is revealed to be the Decepticon Shockwave, posing as an Autobot named Longarm, who helped Bumblebee frame Wasp. June 14, 2008 (2008-06-14)

26 Black Friday Blackarachnia has recovered after trying to get the Allspark, and has seduced Grimlock and his team to free Meltdown so he can use his intelligence in the field of genetic modification to purge her organic spider half. Meltdown, however, needs a certain genetic modifier to complete this task, so Blackarachnia blackmails Optimus and Grimlock into getting it by attacking Bumblebee and Prowl and infecting them with her venom. Whether Optimus and Grimlock can work together isn't the only problem, for Meltdown may not be purging the half that Blackarachnia thinks. June 21, 2008 (2008-06-21)

27 Sari, No One's Home While Prowl and Sari practice agility skills, Bulkhead comes wandering in to inquire about the source of a dripping sound that is annoying him. He soon tracks the sound to Bumblebee, who is leaking oil, and Rachet ends up having to use his magnets to free from Bulkhead. Optimus, Prowl, and Sari come in and Prime informs them that Scrapper and Mixmaster have surfaced again. The Autobots take off to find them, leaving a very upset Sari, who gets into all sorts of trouble, behind. While searching for the Constructicons, Bumblebee almost destroys some machinery which he mistook for them. Meanwhile the objects of their search follow Bumblebee's oil trail back to the plant and Sari. Blitzwing, who had been sent to find the Constructicons, finds the Autobots and engages them. In the end, Blitwing is called off by Megatron and the Autobots return to the plant to find that Sari had chased Scrapper and Mixmaster away with the plant's machinery.

The episode is a parody of the 1990 film Home Alone.

June 28, 2008 (2008-06-28)

28 A Bridge Too Close, Part 1 In his plan to take over Cybertron, Megatron captures Bulkhead after Shockwave mentions that he's a top space bridge engineer. With the threat of using the confiscated Headmaster unit on him and Constructicon assistance, Bulkhead is forced to help. The Autobots plan a rescue party and discover that the Blue Racecar from "Velocity" is actually an Autobot Elite Guard called Blurr.

The episode takes its title from the 1974 novel A Bridge Too Far, which was adapted into a motion picture in 1977.

July 5, 2008 (2008-07-05)

29 A Bridge Too Close, Part 2 In the shocking season finale the Autobots face off against Megatron and the Decepticons to save earth and Cybertron. However, Starscream and his clones attack Megatron's hideout. In the climax of the battle, the Autobot Ship takes on a robot form called Omega Supreme, after which Sari is revealed to have robotic components. July 5, 2008 (2008-07-05)

Season 3: 2009

Ep# Title Airdate
30-32 Transwarped Around the galaxy, Decepticons are battling the thin-spread Autobots' Space Bridges to join in Megatron's planned invasion from the previous season. Meanwhile, as Sari and Professor Sumdac deal with the fallout of her shocking discovery, the Autobots try to contact Cybertron to warn them of the traitor Longarm in their midst. Meanwhile, Megatron and Starscream inadvertently stumbles upon Omega Supreme's offline body, who they soon decide to use to conquer Cybertron, where an increasingly desperate Longarm/Shockwave tries to cover his tracks. Blurr escapes his confinement with the Starscream clones Thundercracker and Skywarp, and races back to Cybertron, only to be crushed by Shockwave.

While trying to recover spare parts from Megatron's Space Bridge with Bulkhead, Bumblebee is TransWarped to a far-flung region of space, and is consumed a by a rock-like alien, who transwarps back to Earth as well. When the Autobots go to save Bumblebee, Sari uses her Key to upgrade herself to help the Autobots, but soon she loses control of her body, so Ratchet uses his EMP to knock her out.But that didn't work out very good. Bumblebee tried to help her, only being injured severely and if Ratchet didn't think straight Bumblebee might have gone offline. Bumblebee is rescued and Sari is left with a teenage body, instead of a child body. Megatron arrives on Earth, but he and Starscream are soon sent on an endless Transwarp cycle inside Omega Supreme across the galaxy by the Autobots.

March 14, 2009 (2009-03-14)

33 Three's A Crowd Bulkhead and Isaac Sumdac try to rebuild the Space Bridge that Megatron had built. When Bulkhead convinces the Constructicons to help out, a combination of a forklift, a Headmaster unit and an Allspark fragment gives birth to Dirt Boss. Meanwhile, the others track down any remaining Decepticons and run into Lugnut; the end result is the Constructicons being transwarped to Dinobot Island, and Lugnut being freed and befriended by Ramjet - the Liar Starscream clone. March 21, 2009 (2009-03-21)

34 Where Is Thy Sting A crazed Wasp finds his way to Earth to exact his revenge on Bumblebee, but the Elite Guard follows him. When Wasp swaps places with Bumblebee, Bumblebee must try to convince the Autobots and the Elite Guard who he is. At the same time, Optimus Prime tries to convince Sentinel that Longarm Prime is actually the Decepticon Shockwave. In the end, Wasp escapes and Shockwave savagely attacks Ultra Magnus after his identity is revealed.

The face in the background of the video game Bumblebee and Wasp play is Torq 3. Torq 3 was the main character in a G1 episode titled 'Day of the Machines'.

March 28, 2009 (2009-03-28)

35 Five Servos of Doom Sentinel Prime has incredible success capturing fugitive Decepticons Sunstorm, Blitzwing, Swindle (who is still frozen in vehicle form), and Lugnut. This leads Prowl to suspect he's getting help. As he flashes back to his training under Yoketron, Prowl discovers that Lockdown is helping Sentinel for a price. Prowl ultimately defeats Lockdown, avenging Yoketron's death and regaining Yoketron's helmet as well as his upgrade armor in the process, but the bounty hunter escapes. Prowl is seen in all following episodes wearing his armor and Yoketron's helmet.

The name of this episode is similar to a five episode story arc in the original Transformers series during its third season called Five Faces of Darkness.

April 4, 2009 (2009-04-04)

36 Predacons Rising The Autobots and the Elite Guard pursue Wasp, each with their own agenda. However, Blackarachnia has Swoop capture Wasp in her latest attempt to get rid of her organic half. Jetfire and Jetstorm attack the Dinobots so Sentinel can get in, learning of Elita's fate while Wasp emerges as Waspinator. Optimus and Bumblebee arrive as Waspinator realises Blackarachnia used him and attacks her, the transwarp energy inside him going critical. Though the Primes refuse to let her go again, Blackarachnia sacrifices herself by covering herself and Waspinator in a web cocoon so the blast can affect only them while the ensuing explosion takes out a chunk of Dinobot Island. As Sentinel and Optimus finally move on as Sentinel's group returns to Cybertron to deal with the chaos there, Blackarachnia and Waspinator end up in the jungle. Waspinator tries to pull himself back together, while Blackarachnia finds herself surrounded by a group of animals paying homage to the beast forms of the core group of Maximals from Beast Wars.

Wasp's mutation is an homage to the 1986 film The Fly.

Note: Blackarachnia is seen for the first time without her helmet, revealing her organic face.

April 11, 2009 (2009-04-11)

37 Human Error, Part 1 Porter C. Powell is selling Soundwave action figures on Christmas, and this has Optimus feeling a little uneasy. All seems well though until the Autobots wake up the next morning and discover that they have been turned into humans, and with the Autobots out of the way the Decepticons move in with a full scale invasion. All hope seems lost but when the Autobots are able to fight back with unrealistic power, the group discovers they are trapped inside a virtual reality by Soundwave, and now are faced with the challenge of escaping it. April 18, 2009 (2009-04-18)

38 Human Error, Part 2 With Soundwave having trapped the Autobots in a virtual reality, Sari must free them before Soundwave completely turns them into Decepticons. She ends up gaining unlikely allies in Snarl, Scrapper, and Wreck-Gar, whom she dubs the "Substitute Autobots". The group defeats the Autobots, freeing them from Soundwave's control, and Optimus destroys Soundwave's body; with Laserbeak soon afterwards flying off with Soundwave's core. April 25, 2009 (2009-04-25)

39 Decepticon Air The Space Bridge on Earth is finished, whilst the Elite Guard ship holding most of the Decepticon prisoners heads straight into an ominous space storm. The space storm reactivates Swindle, who frees the Decepticon prisoners, allowing them to take over the ship. Optimus Prime receives a distress call from Sentinel Prime and uses the Space Bridge to transwarp to the ship, where he helps fight back against the Decepticons. Swindle and Lugnut escape the ship, while Blitzwing and the Starscream Clones are taken to Cybertron as prisoners; however, Lugnut finds Megatron and Starscream, and joins them inside Omega Supreme.

The episode title is a parody of the 1997 action film Con Air, which centered around a plane carrying prisoners. Some of the action scenes aboard the Elite Guard ship also pay homage to the 1988 film Die Hard.

May 2, 2009 (2009-05-02)

40 This is Why I Hate Machines Ratchet activates Bulkhead's Space Bridge, which ends up sucking Captain Fanzone into it with Ratchet following him. They both end up on Cybertron around the time Sentinel Prime has declared a lockdown. Omega Supreme has arrived on Cybertron with Megatron, Starscream's head, and Lugnut. Thus, Shockwave (still possessing Ultra Magnus' hammer) attempts to get Omega Supreme's access codes from Arcee herself instead of Ratchet to reprogram Omega Supreme. In the end, Ratchet steals Ultra Magnus' hammer back, Jazz joins Optimus Prime's team, and Arcee is shown to have at least some of her memory back. May 9, 2009 (2009-05-09)

41 Endgame, Part 1 The Autobots discover Omega Supreme's energy signal on the Moon. Rachet insists on going there right away to save her, but Prime refuses, knowing that they are too weak to fight Megatron. Ratchet, Sari and Professor Sumdac build flight boosters for Optimus to even the chances. Prowl tries to put the Allspark back together, using processor over matter. Meanwhile, Shockwave finally gets Arcee's codes and uses it on protoforms (stolen by Starscream, to make his clones) to duplicate Omega Supreme. Finally, Omega Supreme's clones fly from the Moon to invade the Earth. The episode also shows some of Optimus Prime's memories about being expelled from the Elite Guard and meeting the other main characters. May 16, 2009 (2009-05-16)

42 Endgame, Part 2 The three Lugnut Supremes touch down on Earth and launch a full scale assault on Detroit. While Optimus Prime and Prowl fight the Lugnut Supremes and take one down, Ratchet, Bulkhead, Bumblebee, and Sari head to the moon to rescue Arcee and reactivate Omega Supreme; Starscream then takes over the remaining two Supreme clones and initiates their selfdestruction. Prowl begins to gather the Allspark fragments to block the explosion, including Starscream's fragment, killing Starscream for good. Failing to gather enough, Prowl sacrifices his Spark and makes an Allspark force field that surrounds the last selfdestructing Starscream Supreme. Megatron attacks one last time, but is defeated and arrested by Optimus. The Autobots have won, captured Megatron, Shockwave, and Lugnut, and returned to Cybertron with Prowl's body and several rescued protoforms that Master Yoketron (Prowl's Cyber-Ninja master) died protecting.

Note: This is the series finale.

May 23, 2009 (2009-05-23)

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