Directed by Nelson Shin. Written by Ron Friedman.

Dialogue

Shockwave: Laserbeak returns, Megatron.

Megatron: Ah, welcome, Laserbeak. Unlike some of my other warriors, you never fail me. [glances pointedly at Starscream, who looks up] Soundwave, play back Laserbeak's findings.

Soundwave: As you command, Megatron.

Optimus Prime: [on the playback] I want you to make a special run to Autobot City on Earth.

Ironhide: But, Prime—

[Megatron wickedly smiles, happy at Ironhide's objection]

Optimus Prime: Listen, Ironhide. We don't have enough energon cubes to power a full-scale assault. Ready the shuttle for launch! Now all we need is a little Energon, and a lot of luck.

Megatron: More than you imagine, Optimus Prime.

[During the Decepticons' siege of Autobot City]

Perceptor: Ultra Magnus, a cursory evaluation of Decepticon capabilities indicates a distinct tactical deficiency.

Ultra Magnus: In other words, Perceptor—

Springer: —We're outnumbered!

Ultra Magnus: Springer, you and Arcee transform Autobot City. Perceptor, tell Blaster to radio Prime for reinforcements.

Blurr: [speaking quickly] What about me, Magnus, what about me? Huh, huh? I can help. I wanna help. What about me?

Ultra Magnus: Blurr, you can help me alert the others.

Blurr: [speaking quickly] Absolutely, positively, definitely! Nobody can get the job done faster than I can! Nobody, nobody, nobody!

Springer: Come on, Arcee, let's go!

Arcee: But Hot Rod and Kup are still outside the city.

Springer: We can't wait, they'll have to take care of themselves, come on.

[Perceptor analyzes Prime, who took much damage during the Autobot City siege]

Perceptor: I fear the wounds are... fatal.

Daniel: Prime, you can't die!

Optimus Prime: Do not grieve. Soon... I will be one with the Matrix.

Hot Rod: Prime...

Optimus Prime: Ultra Magnus. It is to you, old friend, that I shall pass the Matrix of Leadership, as it was... passed to me.

Ultra Magnus: But Prime... I'm... I'm just a soldier. I'm not worthy.

Optimus Prime: Nor was I. But one day... an Autobot shall rise from our ranks... and use the power of the Matrix... to light... our darkest hour. [opens chest compartment to reveal the Matrix. Awed, the Autobots take a step back] Until the day...'til all are one.

[Optimus tries to give the Matrix to Ultra Magnus, but it falls until Hot Rod catches it. Hot Rod gives the Matrix to Ultra Magnus, right before Optimus dies]

Astrotrain: Jettison some weight, or I'll never make it to Cybertron!

Starscream: Fellow Decepticons! Astrotrain has requested that we lighten our burden.

Bonecrusher: In that case, I say it is survival of the fittest.

Starscream: Do I hear a second on that?

Undamaged Decepticons: Aye!

Starscream: And against?

Damaged Decepticons: [weakly] Nay.

Starscream: The Ayes have it!

Undamaged Decepticon: Get! Make room for others!

Damaged Decepticon: No, wait! Brothers, don't!

[The damaged Decepticons are tossed out of Astrotrain's door. Starscream carries the damaged Megatron to the door.]

Starscream: Oh, how it pains me to do this! [smirks viciously]

Megatron: Wait! I still function!

Starscream: Wanna bet? [releases Megatron into deep space and closes the door.]

Megatron: STAAAARSCREEEAAAAAAM!!!!! [his crumbled body disappears into space]

[It is Starscream's coronation. Astrotrain tries to put the crown on Starscream, only to be distracted by the trumpet-blowing Constructicons.]

Starscream: [impatiently] Get on with the ceremony!

[The Constructicons pause, looking at each other in confusion. After they start up again, Starscream blows the trumpets away with his cannon. Astrotrain then crowns him]

Starscream: My fellow Decepticons! As your new leader, I— [Starscream gasps as Cyclonus appears, causing the Decepticons to scatter] WHO DISRUPTS MY CORONATION?!?! [Galvatron hops out of Cyclonus's cockpit and approaches the steps]

Galvatron: Coronation, Starscream? This is bad comedy!

Starscream: Megatron? Is that you?!

Galvatron: HERE'S A HINT!! :[assumes cannon mode and blasts Starscream, reducing him to a pair of legs and ashes. His crown falls to Galvatron's feet, which he proceeds to crush with a stomp of his foot]

Galvatron: Will anyone else attempt to fill his shoes?

Rumble: Eh, what'd he say his name was?

Galvatron: Galvatron.

Decepticons: Long live Galvatron! Galvatron!

Galvatron: Unicron? Unicron! Answer me! See this, the Matrix! I now possess that which you most fear! [Unicron roars] You'll do my bidding, or taste my wrath! [tries - unsuccessfully - to open the Matrix]

Unicron: [begins to shake with anger] You underestimate me, Galvatron. [transforms into a giant robot]

[Galvatron watches in horror]

Unicron: For a time... I considered sparing your wretched little planet Cybertron. But now, you shall witness...ITS DISMEMBERMENT!!! [flies off to attack Cybertron]

Galvatron: NOOOOOOOOOOOOOOO!!!

Galvatron: Come out, Autobot! We all must die sometime.

Hot Rod: Not today, Galvatron!

[Hot Rod tackles Galvatron. Galvatron then puts his hands around Hot Rod's throat and begins to strangle him]

Galvatron: I will crush you with my bare hands! Die, Autobot! First Prime, then Ultra Magnus, and now you. It's a pity you Autobots die so easily, or I might have a sense a satisfaction now!

[Hot Rod grabs the Matrix from Galvatron and stands up]

Optimus Prime: [offscreen] Arise, Rodimus Prime.

[Hot Rod turns into Rodimus Prime]

Rodimus Prime: [quietly] Optimus...

Galvatron: NO!! [tries to shoot Rodimus, but to no avail]

Rodimus Prime: THIS IS THE END OF THE ROAD, GALVATRON!!

[Rodimus grabs Galvatron and throws him away from Unicron]

Galvatron: NOOOOOOOOOOO!!!!!

Cast

• Eric Idle - Wreck-Gar
• Judd Nelson - Hot Rod/Rodimus Prime
• Leonard Nimoy - Galvatron
• Robert Stack - Ultra Magnus
• Lionel Stander - Kup
• Orson Welles - Unicron
• John Moschitta, Jr. - Blurr
• Peter Cullen - Optimus Prime
• Frank Welker - Megatron
• Scatman Crothers - Jazz
• Casey Kasem - Cliffjumper