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Okay, let's see what we got here.

Seen it. Seen it.

Huh. What's this about?

At the dawn... dawn... dawn...

dawn... dawn... dawn...

Ah. Here we go.

At the dawn of time,

there was our gracious and powerful creator,

Primus.

To protect our universe, he sacrificed his life force,

transforming himself into our planet,

Cybertron.

From within Cybertron's core,

Primus birthed the first Transformers

known as the Primes,

the most powerful Transformers,

appointed to lead and protect future generations.

To assist them, Primus created an entity of great power,

the Matrix of Leadership.

The Matrix, there it is. Okay. Good. Come on. Keep going.

With the Matrix in the Primes' possession,

Cybertron's natural power source, Energon, flowed in abundance,

sustaining life across the planet.

Attention! Unauthorized movement detected in archival vault.

Sector J-3.

KDQ-12 to KDK-1.

Breaching archives in ten seconds.

For generations, there was peace and prosperity,

until the Matrix of Leadership was lost,

causing Energon to no longer flow.

Why does every legend about the Matrix end right there?

One of these has to say what happened.

Halt, criminal! Prepare to be detained!

Oh, hey there. Halt, criminal! Prepare to--

Uh-oh.

Freeze! Get down!

Well, hello, guys. I'm so glad you're here.

Which way is the exit?

I must've taken a wrong turn.

It's that defective mining bot, Oreon Pix!

Orion Pax. Who cares?

We told you to never come back here!

Why are we all yelling? I'm gonna smash you!

Hold on. Whoa, whoa, hold on. No need for violence.

How about this: I run away, you chase me. We play that game. Huh?

Come on. You're bigger, faster. It'll be fun.

He doesn't have a cog. Let's give him a head start.

Why not? It's not like he can transform.

Oh, yeah?

Well, watch this.

Get him!

I-- I-- Uh...

Something that flies. Something that flies.

Prepare to be detained!

Halt, criminal! Prepare to be detained!

Halt, criminal!

Come on! Start! Come on!

Whoa!

Whoa. No, no, no, no!

There he is!

Ha-ha! So long, suck--

Ooh, Energon.

Evening, everyone. Pardon me.

Hey!

Whoa!

Ah, it's Orion. Seriously, again?

Okay, fellas! Thanks for the head start.

You want to give me another one?

You're dead! I'll take that as a no.

Hey! Watch where you're going!

Oh... What did you say, no-cog?

Sorry, sir, I didn't mean you.

I was referring to the bot who was behind you.

What? Where'd he go?

The filthy red and blue bot?

Has a big mouth, squeaky joints,

gives off a corroded metallic stench?

Where is he? He went that way.

When I get my hands on that bot...

All right, all clear.

Okay, D-16, I may be a little rusty,

but "corroded"? That is too far.

Let me guess. Chased out of the archives?

Yeah. I had to jump out of a window this time.

Almost died. It was wild.

And digging through ancient data is worth dying for?

Yes, it is.

I need a new best friend.

If there are clues in our recorded history

that can help locate the Matrix of Leadership,

they're in the archives.

Sentinel Prime, the Sentinel Prime,

is up on the surface right now,

risking his life for us in search of the Matrix.

That's exactly what I'm doing. I'm trying to help him.

Yeah, okay.

The sooner Energon flows again,

the sooner we won't have to mine for it.

Don't you want to choose your own path, do whatever you want?

We're miners. We mine, that's all.

No, there has got to be something more I can do. I can feel it.

Oh, yeah? Like the time you had a "feeling"

you could transform without a cog?

You said you were never gonna mention that again.

Took me three days to pry you open.

Your feelings get you in trouble.

Yeah, yeah.

Just trust in Sentinel Prime. I do trust in him.

Hey, if we did have cogs--

I'd transform into a shovel and beat you.

I don't like how fast you answered that.

But listen, if you did beat me, I couldn't give you this awesome

Megatronus Prime thing I have here. It's cool.

I'll give it to someone else. What Megatronus Prime thing?

Ah, it's nothing. Just a, you know,

mint-condition Megatronus Prime decal, first edition.

What?

If you don't want it, I can just throw it away.

Throw it away? Don't-- That's not funny. Let me see.

Wait. Don't grab. You're gonna crease it.

You know, Sentinel says Megatronus was the--

The strongest Prime to ever live.

I know, buddy.

Looks good on you. Ah, it's really cool.

Thanks. Always got your back.

No matter what.

Approaching sublevel station. Stand clear of doors.

Mining teams, prepare to unload.

Metal to the pedal, drill bits. This is it.

How much Energon have you mined under my leadership?

So much, Elita-1!

And how perfect is my mining record?

So perfect, Elita-1!

We are a mere 30 units of Energon away

from my promotion to supervisor.

Are you happy for me?

So happy, Elita-1!

Elita-- I mean Captain,

you are looking especially shiny this morning. New polish?

Orion Pax, I'm sorry that I somehow

gave you the impression that we're friends.

Apology accepted.

Light up that wall! Let's go! Ten seconds!

Happy to take the lead today, Captain.

Feeling like I have enough power in me

to drill down and touch Primus myself.

You don't have the touch or the power.

Ready positions, rust buckets! Let's go!

She's in a good mood today. Mm-hmm.

You ready? Always ready.

Let's punch in.

Here we go. This one won't be open long.

Brace it up!

Here we go! Bridge!

Brace up!

Lower channel is open.

Drill power on max!

Low bridge!

Drill it out!

I tapped a vein!

It's unstable! We got to go, we got to move!

Evacuate!

Everyone out! Evacuate immediately!

The tunnel is closing.

I repeat, the tunnel is closing!

You with me, D? On your six! Keep going!

Look out!

Jazz is stuck!

Elita, we've got a trapped miner.

I'm falling back to assist.

Negative. Do not break protocol. Evacuate!

We're gonna need more lift.

It's closing! Just grab your pack and go.

Yeah. Good idea.

What? No, I didn't mean it!

Pull him clear!

Pax, what's happening?

Nothing much. Just normal protocol-following stuff.

It's all good.

Oh, that's not good.

Orion Pax, could you please exit the tunnel of death?

Elita, it's about to get messy out there!

Go, go, go!

Run! Run!

Hurry! We're not gonna make it!

Come on! Go, go, go!

What the hell, Pax? I told you to evacuate.

I did, eventually. If I get fired because of you--

Oh, please. They're not gonna fire you.

Elita-1, you're fired.

What? Why? I followed protocol to the letter.

That is true. I was the one who broke the rules.

No one asked you!

Darkwing, please, I've worked too hard for this.

You are no-cog bots with limited options.

Report to waste management immediately.

Waste management?

Elita... Next time, why don't you stop and think

before you ruin someone's life?

I'm sorry!

Hey, Darkwing! Don't do it.

I may not have a cog, but my finger can transform.

Guess which one? I'll give you a "limited option."

Excuse me, sir.

Allow me.

I apologize on his behalf for the--

Why?

That really hurt.

What'd you expect? He's metal.

You know you were out of line,

talking back to a superior like that.

Darkwing was out of line. He deserves it.

Aren't you tired of being treated like we're nothing?

He had every right to hit me. I interfered.

Hey, and I appreciate you having my back.

I'm glad you were there with me

to get punched in the face. That was fun.

Anytime, buddy.

Attention, all sectors.

Stand by for a live transmission from Sentinel Prime.

He's back? He's back already? Maybe he found the Matrix.

Is it on? Okay, thank you.

Hello, my friends.

Hello, Iacon City!

Hello to our saviors, the industrious miners

who toil selflessly to maintain our Energon reserves.

I celebrate you.

Humility and presence! That's leadership!

Ah! Nobody does it better!

Once again, I have narrowly returned with my fleet

after another treacherous expedition

across the desolate, dangerous surface of our planet.

I departed with hopes of finding the Matrix of Leadership,

the key to bringing balance to Cybertron.

I regret to inform you

that we've returned empty-handed.

This is a setback, but not a failure.

Rest assured, I will find the Matrix of Leadership,

so that Energon can flow again.

But that's in the future.

Right now, I think we all deserve a little fun!

Tomorrow, there will be no work. All shifts off

because tomorrow is the Iacon 5000!

Whoo! Whoo-hoo!

My favorite event.

A high-octane race all across Iacon City.

Let's all see which competitor can prove they are truly more than meets the eye.

D.

Psst! Hey, D.

Oh, good, you're up. Come on, I have an idea.

Whatever this is, it better be good.

Yeah, yeah, yeah, yeah. Okay. Listen.

All right, what if... what if...

what if tomorrow

we ran in the Iacon 5000, huh?

What if kill you for waking me up?

No, no, no, hear me out.

We don't even have to win!

Oh, that's good, because we wouldn't.

But-- But if we beat just one Transformer,

it proves we're just as good as they are.

Not only would we go down in history,

the mining bots that did the impossible,

but we would show everyone that we're--

we're capable of so much more!

Or we get publicly humiliated

and then busted back to tier one.

Yeah, but at least we would've done something, you know?

Pax... Come on, D.

Pax.

We're mining bots who can't transform.

We can't fly, we can't roll,

we can't race.

Come on, let's go.

All right, fine.

Yeah, maybe you're right.

Maybe.

The Iacon 5000 is finally here!

I have a surprise for you. Come on.

Where are you going? The stadium's that way.

Yeah, yeah, I know. Follow me.

Great. We're gonna be late now.

I wanted good seats.

We came all this way to miss the opening ceremony. This is wonderful!

Trust me, I know what I'm doing.

Hold up!

Get caught in one of those, it'll launch you halfway across the city.

Okay, where are you taking me?

Don't be a glitch, this will be totally worth it. Trust me.

Hey, you don't be a glitch.

Look, I know this is, like, fun for you,

like, we're joking around,

but if you make me miss any part of the Iacon 5000,

I swear I will smelt your face right off your...

Welcome to the Iacon 5000. There they are.

Put your hands together as today's competitors are taking the field.

Look! There's Thunderglide and Behemoth!

This is unbelievable! I feel like I'm in the race!

You did this for me?

No.

I did this for us.

And now the moment you've all been waiting for.

The icon of Iacon!

The savior of Cybertron!

Quintessons fear him, but we love him!

Our leader, the one and only...

Sentinel Prime!

I love you, Sentinel!

Yes! It feels so good to be here with you all today.

My friends. My Cybertronian family.

It has been precisely 50 cycles

since the Quintessons attacked our home.

Fifty cycles since we lost the Matrix of Leadership

and our Energon supply dried up.

Fifty cycles since the battle that killed the other Primes,

my brothers and sisters in arms.

Today we honor the Primes who gave their lives for ours

and we show them that the strength of Cybertron will never be diminished.

Racers, on your marks!

I can't believe we get to watch from the starting line.

The best seats in the house!

Why'd you bring jetpacks?

Get set!

It's time to show them we are more than meets the eye.

Oh, no.

And they're off!

Are you crazy? Sure feels like it.

The Iacon 5000 has begun!

I'm sorry, are those miners in the race?

Miners! Those are miners, like us!

I can't believe what I'm seeing here! Miners trying to run

in the Iacon 5000! You've got to be kidding me.

This is insane!

There are miners in the race! Miners?

No way! They can't even transform!

It's Orion Pax and D-16!

This is a first in Iacon 5000 history.

How are they going to survive?

If we survive this, I'm gonna kill you!

I accept those terms.

It's Tailwind pulling into the lead down the main stretch

followed by Strafe and Skyfire!

Hey, look out!

I owe you one. More like a thousand.

I can't believe we're not in last place!

Eat it, miner!

Darkwing delivers a devastating blow! Gotcha!

We're not fast enough! Improvise!

Hey! Get off! Spinout! Big fan!

Hey! Jetstorm, I'm so sorry. Big fan!

Get off!

Time it just right!

And... now!

Move!

And the miners have fallen way behind.

We can now focus on the real contenders in this race.

I don't believe it! The miners take down Darkwing!

Oh, miners!

Great effort, Darkwing!

That worked! It actually worked!

Is this the dumbest thing we've ever done?

Oh, yeah, it's up there!

No, no, no!

Whoa!

Wait!

Go, go, go!

A four-bot pileup in the magnetic tunnel

and the two miners are now in first position!

This is unbelievable!

Ah!

D!

No. Go. Leave me!

No, we do this together.

One miner is now carrying the other

mere steps from the finish line

in the most amazing, sensational, dramatic, heartrending, exciting,

thrilling finish in the history of--

We have a winner!

Chromia comes from behind to take the prize.

Talk about an Iacon 5000 for the ages.

Well, second place is still pretty good.

Paging Dr. Ratchet. Dr. Ratchet to Medical Bay 94.

Do not worry. You will be fixed up in no time.

Did I win?

You participated.

Yay!

So...

how long do you think we'll be here?

I'm not talking to you.

You know what? I can't believe you made me do that.

We are so screwed! Thought you weren't talking to me.

Hey, look, I know it's all a big joke to you. But not me.

I was paying my dues. I was going places.

And now they're gonna bust me down

I-- I don't even know how many tiers!

I'm sorry, D.

But come on, didn't you feel it?

Even for just a second, didn't you feel liberated?

Didn't you feel like you were something else?

Like you could be more than what they say you are?

Yeah, I felt it. I did.

But it doesn't matter.

We're going to get punished and demoted.

Sentinel Prime saw the whole thing.

This is so embarrassing.

It's clear.

Orion Pax.

D-16.

What you two did today

was one of the craziest things I've ever seen.

Sir, this is all my idea, and we're so sorry.

I loved it!

You did?

How could anyone not love it?

You gave my best racers a real run for their money.

So we're not getting demoted?

Demoted?

Demoted.

What is happening?

The fact of the matter is we're halfway into the first shift

since the race ended and that mining crew has already reached 150% quota.

You inspired them to work harder!

Sentinel Prime, sir,

we joined the race to show everyone our potential.

That we bots can do more than just mine--

Outstanding! I love a bot that can think for himself.

Perhaps you two could tour the mines,

speak to your brethren, and help them see their potential.

Wow! Okay, great.

That sounds incredible.

I would love to-- Sir, it's time.

Ah, yes.

I'm sorry, friends.

We're preparing our next travel to the surface.

But in the meantime, I've got a treat for you.

Hang tight. Airachnid, have someone escort these heroes

to my personal service facilities.

Best care in Iacon.

Until next time, legends.

Sentinel Prime. The Sentinel Prime!

You still mad at me? I am less mad at you.

I'm telling you, D-- I got a feeling that everything's gonna change

and we're gonna go--

Miners!

Hi, Darkwing.

Oh, no, no, no. No!

Wait, wait! You don't understand!

We were supposed to go to Sentinel Prime's service pod!

You two dolts aren't going to see anyone ever again.

I'll make sure of that.

You're making a mistake! Ask Sentinel!

I hate that guy!

You! How did you get down here?

There's no access to this level.

There is nobody down here but me.

Oh, my gosh, you're real!

You're others! You're not... me!

You're here, and you're not me!

Uh, yeah. Awesome!

I am so sorry. That must have been weird for you.

I just haven't had a lot of company

since they put me down here in sublevel 50.

Fifty? But there are only 40 sublevels.

That's what I thought!

Turns out there are ten more, and they are not pleasant.

Probably why nobody ever really talks about them.

How long have you been down here?

How long have I been here?

Let's see, somewhere between a long time and forever?

I mean, I had other jobs, but I kept getting reassigned

'cause I'm so good at what I do.

Oh! I'm B-127, by the way.

But you can call me B.

And I'm actually working on some nicknames.

The one I'm floating right now is Badassatron.

Which is actually pronounced... "Badassatron."

But if you have any critiques--

Yeah, great. How do we get out of here?

Great question. You don't.

We don't? Nope.

We have limited access to the waste management area,

but the new shift manager there does not like distractions.

No, they prefer we stay here on the task at hand.

Which is? Oh!

The scrap comes in from the chute there

onto the conveyor belt.

Our job is to look for anything that might be worth salvaging

before it hits the furnace and gets smelted.

So you watch garbage burn.

Yes!

It is so great that you're here now.

I can't wait to learn everything about you.

And then tell you everything about me!

I have a lot of hopes and dreams that I am just dying to share

with one or two new best friends.

Uh, yeah, I would love to--

Where are my manners?

Come on, I'll introduce you to the rest of the crew.

Hey, guys, we've got company!

This is EP-508,

this is A-A-Tron, and this fella here is Steve.

"Steve"? Yeah, he's foreign.

Do they talk back to you?

Um, they're not real.

Jeez, you think I'm that crazy?

It's just you've been down here a--

No, I was talking to Steve.

Classic Steve.

What is that? Look at this guy.

It's coming from inside.

Oh! Steve! No!

I am so sorry. Steve, no!

We can fix it, don't worry. My Steve!

Quintesson ambush!

Calling the High Guard for immediate support. Immediate support!

That's Alpha Trion.

One of the Primes?

Repeat, Zeta Prime has fallen!

It's an SOS message. Protect the Matrix!

Sending location coordinates. Sending location coordinates.

Holy Primus!

Those are coordinates to a location on the surface.

This could be where the Primes died in the Quintesson war.

Which means this is where we could find

the Matrix of Leadership.

What are you talking about? It's an old beacon inside a statue made of garbage.

Or it's a clue of how we could find

the Matrix of Leadership. No. No way. Absolutely not!

Hey, D, come on, this could be our chance to show everyone we're not--

You already tried to "show everyone"

in the race you tricked me into running,

which got us stuck down here

in this waste hole with this, uh...

really cool guy.

Oh, thank you. I'm just saying--

There's a reason no one goes to the surface.

It's dangerous!

I'm waiting right here until Sentinel Prime finds us.

Oh, okay. Yeah. Hmm.

Well, we'll just stay here forever. That cool with you, B?

Forever? This is great!

I have new coworkers and roommates.

There's plenty of room now that Steve is dead.

I usually sleep on the conveyor belt, but you can totally have it.

I'll sleep in the corner next to A-A-Tron.

Plenty of room for you to stretch out, too,

'cause you're taller than I am. Know what I mean?

Hey, D, what do you think Sentinel's reaction would be if you personally handed him

the Matrix of Leadership that you found?

Okay, stop. I know what you're trying to do.

And it's definitely working. I'm in.

Hah, ha! Yeah, buddy. How do we get to the surface?

Pfft! You kidding me? The surface?

Easy. I know a way.

But it won't be easy.

Why is there so much trash? Ah!

Warn me next time, please. My mouth was open.

Only 49 sublevels to go!

Waste-disposal trains are the only vehicles

that go all the way to the surface.

Yeah, but they don't allow passengers. The trains are autonomous.

Yeah, that's the "won't be easy" part.

It's perfect. We'll be safe inside the train.

That's the last one. Send 'er up!

Hold up! One more.

I'll lock it down.

Thanks for being an idiot, whoever you are.

Turning you in will definitely get me promoted back up a rank or two.

Got her!

No, wait, I--

Elita! Stop!

Orion? Hold on, let me--

Security! Sound the ala--

She's headed to the engine! Don't worry, I got this.

Hold on, let me explain! We're on a mission!

So am I. To ruin your life.

Elita, wait. We found a message. We know where--

This bot is crazy! Who is she?

Dead end, Elita. There's no way...

Well, she's gone.

Whoa!

Why? Why am I doing this? Why am I doing this?

Climb faster!

Gotcha!

Ah, the surface.

It's beautiful.

I am speechless.

Elita, listen to me.

We know where the Matrix of Leadership is.

Oh, sure. And I'm really a Prime.

I just prefer loading crates of toxic waste.

Whoa. Where did you get this?

From my friend Steve. Orion killed him.

I did not kill Steve. He was never alive.

What? Look.

Sentinel told us he was going to the surface,

and then we found this message.

We figured that we could hand deliver it to him

or scout the locations ourselves.

Whichever comes first.

This was too important to wait.

It will change all of our lives.

No, no, no, no.

I'm not going to get demoted again because of you.

I'm turning this rig around and I'm notifying the--

Hey, guys? Guys?

What is that?

Is it getting bigger?

Or closer?

No, no, no, no, no, no!

Are you closing? Don't close. Stop closing.

It's closed!

Oh, come on!

Oh, now I know why no one comes to the surface!

Elita?

Elita?

You okay?

Please stop punching me in the face.

Can you help?

Iacon-- The train--

Where's the train? Relax, okay? Here it comes.

And there it goes.

Okay, I was wrong about that. It was going the other way.

Okay, so I think this is us,

and if we follow the path to-- Now you listen to me,

Mr. "Zero Seconds Since My Last Accident"!

I'll go on your little quest because I don't have a choice.

But I carry the map, I navigate, and if this leads to nothing,

then I'm dragging you and those two idiot go-bots

back to Iacon City

and to the first supervisor depot we see,

at which point you will explain everything that's happened,

using words that reflect me

in a very positive light! Got it?

Yeah, okay. Deal. Great. All right.

Let's go! She's joining us?

Fantastic!

Hi there. Uh, Elita, right? Am I saying that right?

Wanted to formally introduce myself.

I'm B-127. You kneed me in the face earlier, back there.

You can call me B, or Badassatron.

It's a nickname some of the guys gave me.

I don't know. I didn't give it to myself or anything.

Actually, it's pronounced... "Badassatron,"

in case you were wondering.

Badassatron.

You like that, right?

Badass-- I'm gonna need you to talk less.

Sure! No-- Yeah, no problem.

What am I talking less about, my nickname?

That's fine with me. Got some mountains over here...

Hey. You're thinking about what you'll say

when you hand the Matrix to Sentinel, aren't you?

I can't help it.

D, we're really doing this.

So glad I'm out here with you. This was a great idea.

I'm just having a good time.

How much further is the Matrix on the map?

Make an educated guesstimate.

This is the coolest thing that has ever happened

to anyone anywhere, I'm telling you!

♪ Not one, not two Not three, but four ♪

♪ Four best friends who are Walking through the door ♪

There's no doors, we're outside.

Hey, look, there's more of it over here.

What is it? It's not metal.

It's like some kind of weird nature. It's weird.

So are they.

♪ Going to the Matrix ♪

♪ With my best friends ♪

What was that?

Um...

I think this is not right. We should go.

Yeah, good idea. Run!

What are we running from?

What is that? Oh, no.

It's a Quintesson ship. What?

What do we do? What do we do? Shh! Quiet.

It's scanning for life-forms. Move, move!

Wait!

Go, go, go, go!

Come on!

They're not gonna make it.

Whoa.

What-- What were they searching for?

Someone to hug, B. How should I know?

I'm not waiting around to find out.

This way. We're close.

Quintessons haven't been here for 50 cycles.

It doesn't make sense. There's nothing out here.

A cave with teeth. Nothing scary about that.

Knives coming out of the ceiling. Amazing.

Everyone, do we have to go insi--?

Okay, yep, we're going in.

Why shouldn't we? Just walking into the scariest place

I've ever seen in my entire life.

This is ridiculous.

I don't believe it.

The Primes.

We're here.

Megatronus Prime.

Zeta Prime.

The Matrix!

It's gone.

Let's keep looking.

Hey, guys!

It's Alpha Trion!

He's powered down.

But his spark is still lit.

Quintesson ambush!

Attack!

Message before--

Whoa, whoa, it's okay! It's okay.

You're safe now.

The war is over.

I failed you, old friend.

You deserved so much better than this end.

No, you didn't fail.

We heard your message. We've come to find the Matrix.

Your transformation cogs. What happened to you?

Who are you?

We're cogless miners, from Iacon.

Miners? Why?

Well, we've had to drill for Energon

ever since it stopped flowing.

Impossible.

That's why we came. To fix things.

If we find the Matrix of Leadership

and get it to Sentinel Prime, he can fix--

Sentinel is no Prime.

What? He's broken. Fantastic.

What are you talking about? Why would you say that?

Sentinel Prime is our protector.

He's been saving us from the Quintessons ever since--

You have not been saved. You've been living a lie.

I saw the truth with my own eyes.

Come. I will show you.

For thousands of cycles, the war with the Quintessons

had been a brutal conflict.

Until Sentinel, the principal aide to the Primes,

intercepted an enemy transmission.

There was going to be a secret gathering of Quintesson commanders.

Their elimination could end the war.

It was a mission so important, we Primes took it on ourselves.

We agreed to meet Sentinel for his sensitive intel in secret,

here in this cave.

But we were not alone.

Quintessons! They're here!

It's a trap! Battle positions!

Hold the line! Primus be with us!

For Cybertron!

We were outnumbered, but stood as one.

Our victory was near.

Until we were betrayed.

Sentinel, why?

For all the power of Cybertron.

But Sentinel never understood the true power of what he desired.

The Matrix of Leadership can only be wielded

by one that Primus himself deems worthy.

And Sentinel most certainly was not.

No!

Wait. Hold on. You're saying that the Matrix of Leadership just vanished?

No.

No, no, no. That is impossible. I don't believe it.

Why would Sentinel do that?

To make a bargain.

A bargain? With who?

With the new rulers of Cybertron.

The Quintessons.

There are so many.

He's here.

Sentinel Prime is here.

Keep your eyes open. They always are.

I load those crates.

Those are filled with contaminated metal.

I don't understand.

What do the Quintessons want with toxic waste?

Our Energon.

Traitor! D, no.

I know what I promised you

but our mines, they're running out!

There's barely enough Energon for us.

I swear I will get you the rest.

Triple-time every mining shift.

No miner gets a break until I get my Energon.

All of it! Let's go.

Now you have seen the truth.

Every day...

Every single day of my life

has been a lie.

My God, I knew it!

Deep down, I always felt something was off.

He deceived everyone.

Sentinel bought himself power and then put us to work paying off his debt.

I can't believe it.

Well, obviously, I can believe it,

I just saw it, but I still...

I can't believe it.

Sentinel lied

to my face. It was all a sham.

How could we have been so gullible?

Oh, this-- this is going to change everything.

You just had to do it, didn't you?

Me? What did I do?

You just had to go to the surface,

had to enter the Iacon 5000.

You just had to break protocol!

Who cares about protocol? I do!

I care!

Because nothing bad happens when you stay on protocol!

Sentinel Prime has been forcing us

to work in the mines until our gears strip,

and all the while he's been giving the Energon away to our greatest enemies!

And what do you think he's going to do to us when he finds out that we know?

I'm not thinking about what he's going to do,

I'm thinking about what we're going to do.

That's the whole thing!

You're never thinking about anything else, just yourself!

Fantastic! Another Orion Pax master plan. I can't wait to hear this.

Don't you want to stop him?

No, I want to kill him!

I want to put Sentinel in chains

and march him through the mines

so everyone can see him for the false Prime that he is!

I want him to suffer and then to die in darkness.

But we all know that it doesn't matter

what I want, right, Pax?

The fact is, we're just cogless bots. Right?

We had limited options, and now... now we have none.

No son or daughter of Cybertron is born without a cog.

Oh, yeah. I've been with myself since I came online,

and this slot's always been empty.

What are you saying? Are you saying--

No. No way. Nobody could be that evil, not even Sentinel.

He removed your cogs before you came online.

We were born with transformation cogs, but he...

He took them from us.

What defines a Transformer...

...is not the cog in his chest

but the spark that resides in their core.

A spark that gives you the will to make your world better.

My fellow Primes had that spark.

And I see their strength in you.

Take their cogs and access your full potential.

Prima.

Onyx.

Alchemist.

Micronus.

Warriors of noble spirit, loyalty, strength.

Their uniqueness enhanced by these.

They were one. You are one.

All are one!

Wait. We have... You-- You gave us...

The ability to change your world.

How you choose to use that power is up to you.

They've found us.

Oh, yes! Time to fight back!

No. You must return to Iacon City and alert everyone.

Embedded in this are the records I have shown you.

Use it to reveal the truth.

We will.

This tunnel leads to the mountains.

Cybertron's future is in your hands.

We're out of time.

We got to move!

Wait, we can't just leave you here.

Your fight will come, my friend.

Primus has a purpose for us all.

But this fight...

This fight is mine.

Now go!

Stand down, old timer.

Ah. Old, you say?

Not too old for you.

We need to hurry!

I still think we have better odds

fighting than outrunning them.

Wait! We have cogs. We can transform now.

That's right. Everyone ready? I was born ready.

On three. One--

Ah!

How do we use these things?

I don't know. Just try.

It's working. Ha! It's working!

My head! My head!

Whoa!

Help! Help!

This is not faster!

Oh, come on!

And transform!

Wheels! I need wheels!

Whoa.

Ha!

Oh, wow.

We're alive! I've never moved that fast.

That was incredible! Did you see me slide all over?

Yes!

Hey, whoa, buddy. You okay?

I'm great. Are you kidding me? We can transform!

We transform!

Oh, hey! I know.

We're wasting time. We have to get back to Iacon.

Looks like the fastest way

back to Iacon is-- Here, I got it.

Hey, what are you doing?

Don't worry, I got it. Yeah, but be careful.

Our proof is inside and you're spilling it everywhere.

I... got... it.

Okay.

Follow me.

Alpha Trion!

You are still alive. Would you look at that?

You look horrible.

Traitor. You are a disgrace.

Primus will surely-- Uh-huh. Yes. Shut up.

I seized an opportunity to take control of my future.

Anything to get out of working for you

and that boring council of elders.

Seriously, I would watch you Primes

spend half the day losing a war

and the other half sitting around waxing poetic about loyalty and honor.

And now look at you.

Hear my words: You will fall.

And a new Prime will rise--

There you go again.

I don't want to listen to any more speeches.

There were others in the cave with you.

Who are they?

They are to be your undoing.

You've lost, Sentinel. Nothing you can do--

Oh, didn't I just say no speeches?

You heard me, right?

This is what I'm talking about. Unbelievable.

All of them are like that. So disrespectful.

Okay. Hunt down the others.

With pleasure.

Hey, buddy.

Oh. Hey.

You've been a little quiet. Are you all right?

All I can think about is Sentinel's smirking face.

He must pay for what he's done. Someone has to do something.

We are. With Alpha's proof inside that device, we will show everyone the truth.

You honestly believe it'll be that easy?

Iacon doesn't want to hear the truth.

They worship Sentinel.

There's got to be a better way to bring him down.

We have to trust everyone will believe what we show them.

I trusted Sentinel!

With everything.

I will never trust a so-called leader ever again.

There's only one bot I know I can trust--

All right, wake them up.

Now, are you spies

or just incompetent lackeys?

We're not spies. But he is incompetent.

Scanning electrical impulses. He speaks the truth.

That just means he believes himself, like any spy would.

Uh, why is he gagged?

He wouldn't stop talking.

Even when he was unconscious?

Especially when he was unconscious!

Enough!

Two options for you!

One, we slowly dismantle each of you one bolt and screw at a time,

and really make sure you feel it.

Or two:

In exchange for a quick death,

you give us intel on the Energon trains,

access to the mines

or anything else that could hurt your boss, Sentinel Prime.

Who exactly are you guys?

Ah!

The Cybertronian High Guard!

I told you it wasn't tight enough!

Prestigious defenders of Iacon. Prestigious?

He's right. I read all about you in the archives.

You were the most legendary warriors in all of Cybertron.

Look, look, look! That's Starscream,

and you're Shockwave, and Soundwave.

Raise your hand if "wave" is in your name. There's a lot of "waves."

Silence!

The yellow annoying one is correct.

Whoo!

We were once the High Guard.

We witnessed Sentinel's betrayal, saw the Primes fall.

Since that day, we've been fighting from the shadows,

doing whatever we can to sabotage Sentinel.

That's great! We're-- Whoa, whoa, whoa.

Okay, okay. We're good. Everyone relax.

I'm just saying we're allies.

We were on our way back to Iacon,

and now with your help, we can unify Cybertron against Sentinel Prime.

The idea of a unified Cybertron is a myth.

All that counts is the strength of one bot over another!

Okay. So, these guys are a little intense.

Yeah. Just a little.

Hey!

What are you doing?

I tell you what I'm not doing.

I'm not cowering in some busted ship, playing king of the throne.

I'm not pretending like I'm making a difference

by throwing one punch and then running away to hide!

I found out that Sentinel is rotten today,

and I'm gonna make him pay for it.

Today!

You think you can insult me and just walk away?

No one leaves here unless I say so.

Is that right?

Well, how can you say so

with my head in your teeth?

D!

Whoa!

Hit me!

Do it! Come on! Yeah, more!

D-16! D-16! D-16!

You want to see the strength of one bot over another? Huh?

Is that all you've got, tough bot?

Let's go! Do it! Come on!

Please! I beg you!

Stop! D, he's not the enemy!

Bear witness!

This is the last time I show mercy!

Decide right now:

You can stay here in hiding, bowing before your pathetic leader,

or follow me as we march on Iacon

and I take down Sentinel once and for all!

D-16! D-16! D-16!

B, come on!

Engage all hostiles! I've got the bridge!

Elita, get down!

I feel like someone dropped a cliff on me.

Where are the others?

Sentinel's troops took as many prisoners as they could carry.

They got D-16 and B.

Oh, no.

And half of those High-Guard nutjobs.

Our proof.

It's gone.

So, what do we do now?

D was right.

About what? Everything.

Look at it. Look around. This is a disaster.

It's all my fault.

I should have stayed on protocol.

Listen to me. I really want you to hear this.

Are you listening?

I'm better than you.

Yeah, okay, I'm hearing you.

I'm better than you in every way,

except you have hope.

You always have. You went back into the mine to rescue Jazz.

You snuck up to the surface to find the Matrix of Leadership.

Yeah, and how'd that work out?

My point is,

that your instincts tell you to break protocol for a reason.

This blind optimism that you have

is why you make such bold and courageous choices,

that are also extremely stupid.

First time giving a pep talk?

You're inspiring.

You can envision a better future that no one else can see.

And if we ever want to see B and D-16 again,

that is the Orion Pax that we need right now.

Listen to me.

We can do this.

Those Energon trains will be heading back to Iacon.

If we intercepted one--

Hell yes, I can reroute it. What else do we need?

Well, my bold instincts tell me we have to recruit some nutjobs.

I was afraid you'd say that.

Uh, Shockwave, Soundwave. You in the back.

In order to save our captured friends, we have to act now.

How about I blast you back to Iacon?

Oh! She punched me in my eye!

Everyone, shut up! All of you. Listen to him.

Most likely, our friends are being held captive

at the top of Sentinel's tower.

A surprise attack would give us a chance to rescue them.

Impossible. We do not have enough soldiers or a way inside.

Elita will get us in. And I will get more troops.

Why should we follow you?

We will follow you.

Attention, High Guard. Prepare for battle.

What is our first move?

We roll out.

What?

Louder.

Transform and roll out!

I don't understand. Why are we still alive?

Look at this rowdy bunch! The High Guard!

You know, you guys have been tough to find.

Every trip to the surface, I've been searching for you.

Tracking the bots in the cave led me right to them.

Oh-ho-ho!

You captured Starscream! It was too easy.

I'm going to rip you apart piece by piece

so that your death is painful!

You'll regret the day you were--

You sound ridiculous. It's weird.

Oh, D-16, what a tragic story you'll be.

Atop the leaderboard in your sector and secretly a traitor.

I'm not a traitor. You're the traitor.

Nuh-uh. You, all of you, are traitors.

You've been working with the Quintessons to sabotage my expeditions.

You're the reason why I haven't found the Matrix of Leadership yet.

None of that is true!

Oh, trust me, it'll be very true

when I'm executing you in front of all of Iacon.

Because down here, the truth is what I make it.

Well, well. What's this about?

I'm not kneeling in front of you.

Feeling confident, are we?

You don't scare me. You want to know why?

Please.

Because I don't have anything left to lose.

You took it all.

I sure did.

Ah, Megatronus Prime.

Of course you were a fan. Megatronus was the coolest Prime!

The biggest! The baddest! The toughest!

That's why, after I killed him,

I took his cog for myself.

He was greater than you'll ever be!

I don't know. I'm pretty great.

But I can understand why you'd want to wear his face over mine.

Here.

Let's make sure it doesn't come off.

Okay.

I can do this.

You can't be serious. We just worked 22 shifts without a break!

These miners need rest and time to repair and--

Sentinel Prime wants more Energon.

So get back in the mines before I make you get back in the--

Who was that? Did you see who that was?

That can't be him.

Is that...

It can't be.

Orion? Jazz.

Is it really you?

Yeah, I know I, uh, look a little different.

"Little"?

There's nothing "little" about you.

Uh, how is this possible?

Sentinel told us you died from your race injuries.

Sentinel is a liar.

What? Huh?

Look, I know how this will sound coming from me.

I was never the most focused miner.

But as you can see, everything is different now.

I went to the surface and I learned the truth.

My friends,

we were all born with transformation cogs.

And then Sentinel, he stole them from us.

He took away our ability to make our own decisions.

He stole our freedom.

But now, I'm offering you your first real choice.

You can work a 23rd shift and mine yourself to death

or fight back against Sentinel with me.

Right now.

How are we supposed to do that? We can't fight. We don't have cogs.

What defines a Transformer is not the cog in its chest

but the spark that resides in their core.

A spark that gives you the will to make your world better.

And that spark, Sentinel can never take from us.

There's not enough of us. We'd need an army.

And we have one. Elita is bringing troops.

We are not alone in this.

If we want to be in control of our own destiny,

we will have to fight for it.

Now is the time for us to stand up...

...for ourselves.

Stand up for this injustice.

I promise you this fight will be worth it.

Follow me.

Nothing can stop us when we stand together.

Together as one.

Orion Pax! Orion Pax! Orion Pax!

Elita, it's time.

You got it.

Buckle up, Blinky. We're going in.

Not a good idea.

D, stay down.

Well, that's a shame.

You really were a great miner.

We've got a breach! Protect Sentinel!

They spotted us. It's about to get bumpy.

High Guard, eject.

Come on! Move out!

There's too many. We have to abort!

We're not gonna make it.

Whoo-hoo!

Metal to the pedal, miners!

Let's break some protocol!

That's what I'm talking about, Pax!

Whoa! That's intense.

You can't win, miner. I see everything!

That's right, you do.

Except the tower we're about to crash into.

What's going on?

Hey!

What has he done to you?

This is nothing compared to what I'm gonna do to Sentinel.

Soundwave, free the prisoners.

I know how to stop him. Airachnid is the answer.

I'm doing this my way. D!

Yes!

Whoa!

Whoa-ho-ho!

I got a battle mask!

Elita! Battle mask!

It appeared when this guy tried to--

Knife hands? I have knife hands!

What the--?

Badassatron.

Where's Sentinel?

You pathetic little twits.

Did you really think that you could knock down everything I've built?

It's over, Sentinel. You can't escape the truth. What truth?

That I plucked the cogs from your newborn chests?

Forced you to mine so that I could pay off the Quintessons

and live like a king?

None of that matters! Because the truth...

...is what I make it.

Incoming!

Whoa!

He's too strong. I have a plan.

We need Airachnid. Airachnid?

We need her memory. Where is she?

Found her!

Elita!

Do not break her.

Bring her to the broadcast station.

We'll meet you there.

Easier said than done.

I said, don't break her!

Relax! I'm being very gentle.

Orion! Orion, look! I have knife hands!

I can see that.

I'm gonna cut these guys. Watch. Come here!

You can jab them later. We got to go.

Yeah!

Uh, excuse me. You can't be in here.

B!

These are not the bad guys. Why did you cut the door?

What? No, I didn't-- That was an-- I--

It was already like that. Right?

Yes, that's right. That's right, yes.

Yeah, it was already like-- Yes. Mm-hmm.

Attention, Iacon City.

Stand by for a live transmission from Sentinel Prime.

What's wrong, D-16?

Rise up!

That's why after I killed him--

That's why after I killed him, I took his cog for myself.

...cog for myself.

What truth? That I plucked the cogs from your newborn chests?

Forced you to mine so that I could pay off

the Quintessons and live like a king?

What truth?

That I plucked the cogs from your newborn chests?

Forced you to mine so that I could pay off

the Quintessons and live like a king?

I'm working my miners as hard as I can.

I swear I will get you the rest!

I'm working my miners as hard as I can.

I swear I will get you the rest!

I'm working my miners as hard as I can, I swear--

Liar!

We trusted you!

Traitor!

Pax, we did it.

D!

D-16.

We can lead Cybertron together!

Don't do this!

What are you doing?

It's over, D.

Everyone in Iacon knows the truth.

So do I!

He took everything from us! I have to do this!

No, you don't.

Rebuilding Iacon cannot begin with an execution.

He deserves to die! Can't you see that?

We're better than this. Don't be like Sentinel.

Pax,

you need to move out of my way before I move you myself.

D, listen--

Stop!

No!

No, no, no, no. Why?

Why did you do that? Why?

D, no.

I'm done saving you.

The Age of Primes has ended!

No more false prophets!

Follow me and you will never again be deceived.

Rise up!

Rise up! Rise up!

Rise up! Rise up! Rise up!

Orion Pax,

your noble sacrifice for the greater good

has proven you worthy in the eyes of Primus.

He entrusts in you

the future of Cybertron

and the Matrix of Leadership!

I will lead us all into the future!

I...

am...

Megatron!

Arise...

Optimus Prime.

Burn it down!

All of it!

All hail Megatron!

He's gonna kill everyone. We have to stop him. Come on.

Stop! It's over.

It's over when every last one of his followers is dead!

Impossible.

Primus gave you the Matrix.

We could've built the future together.

I'll build it myself.

After I tear down everyone in my way!

Ah!

We were given the power to change our world

and you chose to destroy it.

Just like Sentinel.

You have betrayed Cybertron and its citizens.

And you betrayed me.

Go.

Take the High Guard and leave.

You are banished from Iacon.

It didn't have to end this way.

This isn't over, Prime.

High Guard, follow me!

The line between friend and enemy

is not as clear as I once believed.

Once it's crossed, there's no going back.

Because some transformations are permanent.

Hey, Megatronus Prime. Nice.

Oh, yeah. Well, he's my hero.

The greatest Prime to ever live.

I'm D-16. Orion Pax.

You ever mine Energon before?

No. You?

No. I hear it's dangerous.

Well, I'll tell you what.

You watch my back, I promise to watch yours.

All right.

Thanks, Pax.

A new beginning for Cybertron.

And a new leader.

Yes, about that.

I could use some help from a bot who is better than me in every way.

Who, me? Oh, no, no.

I have a pretty sweet gig working in waste management.

Well, Captain, I do owe you a promotion.

How's Major Elita sound?

How about Commander?

Even better.

And I'm sorry, B, but I cannot let you go back to sublevel 50.

I may be a Prime now,

but I'm gonna need you by my side.

Are you serious? This is the greatest day of my life.

I get to work for the government.

Okay. So that's new.

I'm sorry, what is happening?

And now we stand here together as one...

proving we all have the power to transform,

to become who we were destined to be,

to right wrongs, to make our world better.

Because here, freedom and autonomy

are the rights of all sentient beings.

Here, all are truly Autobots.

This message is a warning to all Quintessons.

If you dare return to Cybertron, the Autobots will be waiting.

I will be waiting.

I am Optimus Prime.

Hey, guys! Great news, the Energon's back!

And I have a cog and I can transform!

It's a long story. I'll fill you in later.

Oh! And here's the best part. My hands are straight-up knives.

Watch this. Knife hands!

No!

Sentinel the betrayer is dead.

But his death has given life to a new enemy.

A stronger enemy.

A personal enemy.

We will not be blinded by his deception.

We are the ones who are...

Decepticons!

Rise up!

Rise up! Rise up!