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Nightmare Fuel / Transformers: Prime

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"I'm out... or should I say, in? HAHAHAHAHAHA!"

In three seasons, Transformers: Prime proved itself to be one of the darkest incarnations of Transformers.

Warning! In accordance with Wiki policy, all spoilers will be unmarked.

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  • As aforementioned, the general tone of this series is far darker than preceding incarnations, with the realities of war and death and the effects they have on people's lives deconstructed in a more realistic manner. One of the good guys is violently murdered less than five minutes in, with lasting repercussions throughout the series. His partner's quest for revenge is itself a major subplot of the first season.
  • Megatron in general is a whole cavalcade of Nightmare Fuel. Many people have been seen and heard praising this characterization simply because of this trope; unlike other versions of Megatron who were Affably Evil or had standards, this Megatron is ruthless, deadly, frightening, dark, and isn't afraid to kill one of his own men if it means having less incompetence to worry about. If you thought this show was inappropriate for its target demographic, then this will do nothing but strengthen that belief.
  • Airachnid. Think Blackarachnia with "sexy" switched out for "terrifying".
    • In her debut episode, it's shown that she tortured Arcee via flashbacks and has come to Earth to seek human trophies, and Jack just happens to be around, which delivers a fine and very tense chase scene.
    • And in case she wasn't disturbing enough, rather than finding endangered species to hunt, she makes them. So she basically decided genocide would make a nice hobby.
    • Oh, and one of her favorite methods of attack? Tunneling under the enemy and, once beneath them, opening the ground and burying them alive. Claustrophobic much?
      • Fridge Brilliance: There is a spider known as the 'Trapdoor Spider' which actually catches its prey in a manner quite similar, by digging a hole and coming up from a hidden nest.
    • Also, she has a spine-chilling theme song which helps make her even more terrifying.
    • And "Thirst" was happy to give her vampirism and her own TerrorInsecticon army. Even when on a moon light-years away from our heroes, Airachnid is just that frightening.
  • Unicron.
    • Unicron is inside the Earth. Remember when you were a kid watching Transformers and the thought of a planet sized monster from space was scary? Well, What if you've been living on one your whole life!?
    • Oh, and Unicron looks horrifyingly demonic, possibly even more so than he did in his debut appearance. Very fitting that the Chaos Bringer should look like the devil.
    • Worse is his ability to make himself out of bits of rock. Destroy one of his rock forms, he'll make many copies and control them all, then beat the ever-loving crap out of you.
    • He's also inconsiderate of the humans living in his immediate vicinity. He thinks we're all parasites, and it's not going to be hard for him to exterminate us...
    • According to what the characters said, all the devastation Unicron caused in the three-parter was considered his morning stretch. One can only imagine what kind of chaos he would cause if he was fully awake at the time.
  • The Insecticons were almost certainly designed with this in mind.
    • That wailing noise they make when attacking. Geez.
  • Meet the Scraplets. Think tooth fairies, but mechanical.
    • The fact that they're incredibly tiny and caused three Autobots to pull their weapons out on one of them should tell you something about them.
    • Bulkhead's description of what they can do to a Transformer is truly terrifying:
      "Miko, you haven't seen a swarm of these things devour a bot. I have. They pick you apart from the inside out, going for the small juicy bits first, fuse by fuse, circuit by circuit, 'till there's nothing left, and I mean nothing. Not even your optics."
    • As a bonus, remember that a fair amount of the human population has metal in their bodies. Pins, plates, braces, the works. Nice, warm, metal.
    • We get a up close viewing of exactly how much damage Scraplets can do on an Insecticon, completely dismembering the beast while it was still alive and shrieking.
      • Dismembered it? They chewed it in half.
    • And then there's if they got out and into cities - how much metal is in cities? Scraplets might not eat organic matter, but they could reduce Earth to the Stone Age.
  • Soundwave. The guy is a silent, faceless, emotionless 'bot who lives only to enforce Megatron's will. Throw in the fact that he's intercepting Autobot transmissions left and right, keeping tabs on seemingly everyone, more than capable of dishing out the hurt, and constantly looking for the whereabouts of the Autobot base, and you've got walking Paranoia Fuel.
    • It really doesn't help that in the episode "Hard Knocks", (read the following very closely:) Soundwave knocks out Smokescreen and drags him away through a ground bridge as the team arrives at the last minute to watch in horror as the Cybertronian equivalent of a child is dragged off. What the hell, Hasbro?!
  • Megatron abusing and torturing Starscream every time he disobeys him.
    • So much so that even the other Decepticons share in our fright.
  • MECH has dived head-first into HONF territory. If it's one of their projects, it's guaranteed to be at least eight different kinds of sick and wrong.
  • Shockwave. The cold and calculating master of logic that resurrects monsters in his spare time. That giant red eye is always staring back at you. Staring into your soul. He's also as tough and durable as Megatron himself.
    • Predaking as well. Mouths aren't supposed to do that.
      • It gets worse. See below for exact details.

    Season 1 

Darkness Rising 5-Parter

  • Starscream's murdering of Cliffjumper. Usually one of the good guys dying in a kids series is rare or dramatic. Not here. A villain simply stabs a vital organ and casually orders his goons to clean it up in the first ten minutes of the series.
  • Zombie Cliffjumper in the second episode of "Darkness Rising".
  • Megatron's zombie army.
  • Starscream: as if killing Cliffjumper in the first five minutes of the series wasn't enough, everything he says and does in Episode 3 is just terrifying. Three words: "Bring the prod."
  • Fowler's interrogation in episode 4 was pretty messed up too. Never thought Starscream could be that menacing. Primus almighty.
    • When the kids get mixed up in an Autobot vs. Decepticon fight for the first time. The scene is much scarier than it is cool: the first explosion muffling the sound, Vehicons getting their heads ripped off while all of the robots are inches off from stomping the kids in the chaos... and the camera is positioned at Raf's height, showing just how much worse of a war zone, nay a scuffle between giant robots is from a human's perspective.

Masters and Students

  • Skyquake's demise. The worst part was the closeup on his hopelessly mangled body, stuck between robot and jet mode, just before his eyes close.
  • Megatron's nearly dead body floating in space... And then, after Starscream plucks the Dark Energon from his spark, Megatron briefly awakens with what appeared to be an absolutely frightened expression. Megatron was almost pitiable in this situation.


  • As aforementioned, the Scraplets.
  • Optimus and Arcee slowly freezing to death, trying to keep their spirits up as they essentially wait to die is terrifying. Seeing Optimus Prime so helpless and near death makes this cross over into Tear Jerker territory as well.

Con Job

  • Just imagine how many other Autobots Makeshift must have impersonated over the years...
  • That one horrifying moment when it appears Wheeljack will be murdered in the exact same manner as Cliffjumper before him. Thankfully Soundwave stepped in at the last moment.


  • When Fowler is interrogating a MECH grunt, said grunt gets his head whacked by a tree branch. Oh and the noise lets you know he's not going to survive. Yes, there is a scene where a human being was killed ONSCREEN in a Transformers cartoon.

Deus Ex Machina

  • The Energon Harvester used on Cybertronians. Liquid Energon is essentially their blood, so it's a device which sucks your blood out right through the skin until you die. In a matter of seconds. *shudder*
    • Scarier is that it was supposed to be a mining tool.

Speed Metal

  • Knock Out nearly killing a driver for something as small as scratching his paint job is rather unsettling.
    • And at the end of the episode, when Starscream decides to give Knock Out a "cosmetic" punishment. Scratching out the finish might be minor for some, but it's a whole lot scarier when you remember the finish is your skin.
    • Knock Out, or any Decepticon, joining in a street race; an enormous shapeshifting alien with weapons that far outclass conventional Earth guns and a total disregard for human life potentially being the car next to you on the drag strip? Pure Paranoia Fuel.


  • Arcee's flashbacks.
  • Airachnid's introduction. The shot lingers on small campground as tense music stretches the atmosphere of impending dread to the breaking point... and we hear slow, measured, metallic footsteps from something just offscreen. The camera slowly zooms back to reveal a dark figure, talons outstretched, advancing towards the camp. Airachnid pauses for a moment, ruminating to herself, then shifts to spider-mode and rapidly advances on the tent...
  • Jack hiding under a log to escape Airachnid; at first he seems off the hook... and then we see Jack's point of view of the she-spider suddenly hunching over and looking at him.
    Airachnid: Hello, Jack.

Sick Mind

  • The corpses of the Autobots infected by the virus. Their bodies have almost entirely corroded, and the spilt Energon leaking from their corpses has taken on a sickly, irridescent texture that resembles the result of mixing oil with water.
  • Optimus contracts the lethal Cybonic Plague, which enters through his eye and begins to corrode it.
  • The episode's plot in general. Your leader contracts a supposedly incurable disease? Nothing about a cure in the Decepticon database? Well then, nothing left to do but enter the mind of your comatose enemy and try to convince him into giving you the cure, which unsurprisingly leads to a Mind Rape or two later on down the line.
  • While they're only images created from Megatron's consciousness, watching the illusionary Optimus Prime(s) repeatedly die in surprisingly more and graphic ways can be very unsettling.
  • The ending gives us this gem, providing the page image.
    • The ending itself gets a special mention. Knock Out mentions to Starscream that though Megatron's condition has stabilized from yesterday's altercation, his brainwave activity level has dropped to zero. Cut to the Autobot base, where Bumblebee stiffens abruptly... we zoom in on his eye to see Megatron's shadowed face reflected inside it as the Decepticon leader laughs evilly.
    Megatron: I'm out... or should I say, in?

Out of His Head

  • Bumblebee's Demonic Possession/Mind Rape at the hands of Megatron. Not only does it seem mentally and emotionally traumatic for 'Bee (as if he hadn't already suffered enough at Megatron's hands), but the prospect of having your ancient enemy within the walls of your top-secret base is a pretty terrifying one in and of itself.
  • Megatron's booming voice announcing his return is perhaps one of the most terrifying moments in the series.
  • One of Megatron's flashbacks is of Starscream ripping the Dark Energon shard from the Decepticon leader's broken body, only this time it's from Megatron's point of view; after the shard is torn out, Starscream turns to the camera and gives the most terrifying Slasher Smile he can make. Just look at it.
  • The now revived Megatron dragging off Starscream to do presumably horrible things to him.


  • How about the possibility of being trapped in an alternate dimension with a giant robot zombie chasing you in circles for all eternity?
    • You can't even call your friends or family to save you! Granted they bypassed that by texting, but still.
    • It gets even worse when they blow off Skyquake's arm and it starts chasing them on its own, much faster than the whole 'bot was.

Operation Breakdown

  • MECH manages to capture Breakdown. Turning off his pain receptors, they plan to cut him open alive, while he's still awake. Decepticon or not, the look on Breakdown's face is one of pure horror.
    • And the fact that they remove one of his eyes too...
      • As of "Metal Attraction", it seems that he's not getting a replacement despite the rest of his damage being repaired. Judging by Megatron's attitude towards Breakdown, this may be an intentional punishment for getting captured in the first place.
    • Setting makes the nightmare better, always. And... well, the abandoned city in the volcano's evacuation zone certainly doesn't hurt the rest of it, either...
    • From a human/mook perspective: The Mook Horror Show.


  • "Cut her up." Damn you, Silas.
  • The death threats to June must certainly have scared people. As well as the fact that Silas and Airachnid found Jack and June by looking at a social networking page, something that has happened in real life.

Metal Attraction

Rock Bottom

  • Megatron comes across as pretty damn terrifying here. Even when he's trapped under some rubble, he still manages to taunt Jack for not taking advantage of the opportunity to kill him. And that whole ending sequence just... guh.
    • It's a blink and you'll miss it moment, but you'll notice Megatron actually smirks right before the episode cuts to credits. And that smirk makes him all the more terrifying.
  • The way Starscream mocks Bulkhead by menacing Miko is more than slightly creepy, and we have no idea of exactly what he'd have done if Jack hadn't arrived.



  • Watching Bulkhead literally losing his mind as the information in his mind rewrites his brain.

Stronger, Faster

  • Ratchet's torture of the Decepticon Miner might seem awesome to some. But you have to remember that Ratchet is first and foremost a doctor. So basically you're watching someone who's sworn an oath to "do no harm" deliberately inflicting severe physical pain on someone.
    • Made worse if you consider that, as a medic, Ratchet would naturally be very familiar with how a Cybertronian body works and the countless ways they can be made to suffer.
    • Not to mention the bloodcurdling scream the Miner lets out.
    Decepticon Miner: No! No!!! NOOOOOOOOOOOOOOOOOOOOOOO!!!!!

One Shall Fall

  • Most parents will feel very unnerved when Megatron almost kills Raf with Dark Energon, made all the worse as Raf's the youngest of the three kids.
  • Then there's Megatron's Slasher Smile after he and the Autobots find out what happened to Raf.

One Shall Rise 3-Parter

  • Megatron sees a hallucination of Unicron. He's very realistic due to the fact that a character's worth of detail is being poured into making a quarter of his face. And he's looking straight at you.
    • The preview for "One Shall Rise", viewable here.
  • Now "One Shall Rise" has aired its first part. Unicron is waking up. The Earth formed around him, and if he wakes up and stretches, he will destroy us.
    • Megatron remembering Jack, and stating that he never forgets a face—even a human one. It's not a good thing when a bloodthirsty warlord responsible for countless deaths knows you that way! And as of Orion Pax Part 3, he has definitely got a good motive for offing him.
    • Unicron's really inconsiderate of the humans living in his immediate vicinity. He thinks we're all parasites, and it's not going to be hard to exterminate us...
  • At the end of "One Shall Rise, Part Two", Megatron and the Autobots Groundbridge directly into Unicron. Seeing it for the first time is creepy. Then there's a giant eye that suddenly reactivates, stares round for a few seconds, then stares straight at you...
    • The fact that you could hear Unicron's heartbeat as Dark Energon visibly pulsed through the slumbering beast's veins.

    Season 2 

Orion Pax 3-Parter

  • Knock Out engraving a Decepticon symbol onto an amnesiac Optimus Prime.
  • See all that debris laying around on Cybertron? Look closer: That right there is an arm. And over there's a leg, and over there...
  • Even though the Insecticon was bad, his fate was unnerving at best. Remember way back when Bulkhead said that Miko hadn't seen Scraplets devour a bot? Now we have. To clarify, in their debut episode the Scraplets simply started gnawing on you. In this they all start chewing the Insecticon's joints until it's nothing more than a torso and head shrieking in pain.

Operation Bumblebee 2-Parter

  • Par for the course anytime MECH shows up, "Operation Bumblebee" has Bumblebee's T-cog — a vital organ — being surgically stolen. The Autobots are quick to rule out Decepticon involvement simply because Megatron isn't such a "ghoul" (though later events show that assumption was completely wrong).
    • Then, it happens to Starscream in the following episode. It doesn't help that his scream is bloodcurdling. The organ theft parallels are horrifying.

Loose Cannons


  • Airachnid's killing of Breakdown. While the death is offscreen, you do get to see... what's left.
    • Not to mention his bloodcurdling scream, which is even worse than Starscream's in "Operation Bumblebee, Part 2".
  • The Insecticon was somewhat unnerving, right? Well, one of them appears on Earth and, as luck would have it, ends under the telepathic influence of Airachnid.
    • It's even worse. The one Insecticon Airachnid found? Turns out it's a scout and that it was guarding a whole nest of them.
  • The fight between Megatron and the Insecticon was absolutely brutal. At first, the Insecticon viciously lays into the Decepticon Leader, knocking him into walls and ripping at him with its claws before Megatron gets his second wind and things start to turn in his favor. After fighting the beast for several minutes, Megatron grabs one of its claws in each hand, rips them off with a well placed kick, and proceeds to cleave his opponent's head off (which doesn't actually die for another few seconds). Megatron is exhausted from the efforts of the fight, with the implication being that the Insecticon could have killed him were the fight drawn out longer.

Nemesis Prime

  • In the beginning of the episode, Agent Fowler is driving through an expanse of desert towards a military base, when Nemesis, who Fowler believes to actually be Optimus, tries to knock his car off the edge of a very tall bridge into a rocky ravine. Fowler's terrified cry of "Prime, NO!" just before his car goes over is pretty jarring, considering Fowler has never panicked like that before.
  • Nemesis Prime is this, as can be expected. Highly looks like an undead version of Optimus, goes on a terrifying rampage on a military base (and almost certainly killed the majority of the military personnel, if not a fair number of them), takes down all the Autobot team bar Optimus with horrifying efficiency and then guts Optimus.
  • We get our second near-death of a human, Silas. Nemesis Prime falls through the roof of the building he's in and crushes him. Bloodless Carnage really doesn't lessen the impact.



  • The nest of Insecticons was bad enough,but this episode shows them in full force, targeting the Nemesis.
    • The worse part is that now, they're now loyal to Megatron .
  • "Armada" also has Airachnid telling Arcee to make it hurt when Arcee kills her. Didn't know Airachnid was masochistic... and it's disturbing as hell.
    • Airachnid getting locked into stasis was incredibly unnerving, deserved as it was.
  • Starscream pointing a missile at his downed clone before shooting him point-blanknote  was chilling.
  • When one of the Starscream clones attacks Bulkhead. As soon as the clone says that he was the one who killed Cliffjumper and tries to kill Bulkhead the same way, Bulkhead snaps and goes on a No-Holds-Barred Beatdown by bludgeoning the clone to death. When he realizes he just killed a Decepticon in cold blood, he is horrified.
    Bulkhead: You left me no choice.
    • And then there's the fact that Starscream feels the same pain his clones feel. We are treated to another example of that when Megatron kills the remaining clones.

Flying Mind

  • Megatron infuses the Nemesis with Dark Energon, causing it to gain a mind of its own. Except Megatron should have known something like this might happen, since at the end of Transformers: Fall of Cybertron, Megatron builds the ship from Trypticon's body. Of course, none of the other Dark Energon zombies showed that much intelligence... or power.
    • The ship putting everyone on board into stasis was also unnerving to say the least. Even if everybody was eventually restored.
    • When Knock Out wakes up from stasis, he sees Jack trying to remove the transfer drive from the control panel. He then puts on a Slasher Smile, activates his drill, and then starts inching it closer to Jack. Thankfully, though, Ratchet arrives before Knock Out can do any damage.

Tunnel Vision

  • Not many in this, but the fight against the Insecticon stands out. The lights being damaged and flashing the whole with the screen going black every half second does not help.
  • Jack and Miko. Stuck on a sweeper train, the brakes are damaged so they cannot stop, and they're going full speed towards a literal dead end.


  • Starscream trying to replace his t-cog with one he swiped from his traitorous clone by performing surgery on himself. As in, he's fully conscious. And then there are those few tense moments when he's holding that drill over his torso, trying not to lose his nerve. Mercifully (for us and him), he's interrupted before he can start.


  • Soundwave. The little bit of Soundwave we normally get is eerie enough, but Triage is the first episode to give him heavy focus. And his silence makes that focus damn scary.
    • "Triage" also gives us a gravely injured Bulkhead being hurled back through the Ground Bridge. How it happened isn't clear at first, but "Toxicity" shows that he's just had a vicious fight with the Insecticon Hardshell.
    • Anyone ever noticed whenever someone or something hits Soundwave, he doesn't react? When Wheeljack scratched his visor with his sword, Soundwave didn't even make a noise. It's quite unsettling.
    • When Soundwave arrives to collect Laserbeak, it seems like he's taken the bait, only for a small piece of Laserbeak to make itself known to him... right behind the same rock as Ratchet. Thankfully, Soundwave's tentacles avoid the doc altogether.


  • In this episode, we have the Tox-En, which in short, is the poisonous Cybertronian equivalent to Kryptonite. Throughout the entire episode, Bulkhead has to try and handle this, but it gradually starts killing him. We get treated to a lovely first person view of him blurring and being unable to see what he's doing, all while Hardshell is kicking the crap out of him.
    • Oh yeah, and it turns out that he was gravely injured when Hardshell shot him in the back with a missile, after the Insecticon climbed out of the volcano.
    • The episode also gives us another Family-Unfriendly Death of an Insecticon. Hardshell and the Insecticons manage to locate the Tox-En, only to discover all too late that there's a grenade in it as well. The grenade explodes, embedding Tox-En shards into the poor Insecticon's throat. The beast piteously writhes in agony for a few moments before it finally kicks the bucket.


  • "Hurt" has one of the most brutal fight scenes in the series yet with Wheeljack vs. Hardshell. At first Wheeljack is doing well, keeping his larger foe off balance, and then Hardshell catches him and begins beating him to death while Miko watches in horror.
    • The same episode ends with a pretty nasty shot of Hardshell's remains.

Out of the Past

  • "Out of the Past" gives us Shockwave and his lab, complete with table of ill-defined but menacing tools, including a cortical psychic patch (which Shockwave himself invented) for use in getting information directly from subjects' minds. Arcee and Cliff spend much of the episode's flashback Strapped to an Operating Table there.
    • It doesn't help that the device he used to view Arcee's memories make look like it's Mind Raping her in the process (fortunately, Arcee reveals that she's faking the severity of it). Shockwave and Starscream even discuss that such a procedure can break the victim's mind.

New Recruit

The Human Factor

  • This preview clip shows Silas/CYLAS coming online. Shiver.
  • Silas razing a military base singlehandedly. Unlike in "Nemesis Prime", this time the Autobots didn't get there in time and the place seems to have been completely annihilated.
  • Even worse when you imagine how Cybertronians view the scenario. Think of all those sci-fi/horror settings where a monster inhabits a human corpse. Except this time, the human is the monster. Even Megatron is a bit put off, calling CYLAS an "abomination" during their first meeting. Hell, just the looks of shock and horror on both Knockout's and Bulkhead's faces speaks a lot on how horrified they must feel witnessing what Silas did. Bonus points in that this is the episode Megatron acknowledges what a truly dangerous species humans actually are.
  • The ultimate fate of Silas. Dissection, to the death, while he's still alive.


  • Jack being chased and nearly killed by a pair of Insecticons.
    • The whole prospect of Optimus claiming the Star Saber is itself Nightmare Fuel to Megatron - complete with an Oh, Crap! look across his face from the first glance.

Alpha, Omega

  • Megatron keeps proving himself to be terrifying. First by stealing the right arm of a deceased Prime, having Knockout graft it onto him without anesthesia, then using Dark Energon to forge the Dark Star Saber, using it to easily defeat Arcee and Smokescreen. And when he fights Optimus, he breaks the Star Saber. When Optimus and Smokescreen escape, he laughs manically, stating that with the Dark Star Saber, he'll tear the world apart.
    • Worse still is that Megatron became what Ratchet said he wasn't back in "Operation Bumblebee": a ghoul that steals the body parts of other Cybertronians.

Hard Knocks

  • Soundwave dragging a barely conscious Smokescreen through the groundbridge to the Nemesis and closing the portal right as the Autobots reach it.
  • While being pinned against a rock by the Resonance Blaster, Bumblebee's hood starts to crack.

Inside Job

  • Knock Out's "Wakey, wakey...".
    • Also, Knock Out shuffling about Smokescreen's insides with the Phase Shifter. Judging by the patient's reaction, it wasn't painless.
      • Immediately before that, Knock Out pretends he's going to just cut open Smokescreen with his rotary saw.
      Knock Out: Made you squirm.
    • Knock Out getting embedded into a wall might be amusing, but to others, it comes across as a real nightmare.
      • Just look at Knock Out's face as Megatron leaves him there, telling him he'll serve as a reminder to those who fail him. The poor guy looks absolutely terrified that he's going to be left in the wall forever.
  • We get to see the cortical psychic patch in action again. Smokescreen doesn't take it well.
  • Super Speed Starscream. He casually mentions that if he had more time, it would be perfectly easy to kill Arcee, Bumblebee, and Smokescreen without them even knowing it. Thankfully, time restraints kept him from it, but still.
    • Especially the Eye Scream he was about to perform on Arcee.
    • Not to mention Starscream keeping the corpse of his traitorous clone mounted in his hideout, still with a gaping wound in its body.


  • Most of "Patch." The scene where a frightened Starscream asks that Megatron just beat him rather than continue digging through his memories/or killing him is among the most disturbing.
    • The montage of previous beatings from Season 1 and season 2 really shows Srarscream what a Jerkass Woobie he is. Put 'em all together back-to-back and they're downright uncomfortable to watch.
  • Megatron breaking the in-show created Fourth Wall of the Cortical Psychic Patch. It's the unexpected nature of it, and the fact that it's Megatron doing it - With an accompanying Death Glare - that really drives it into this territory.
    Megatron: Infighting has nearly destroyed the Decepticons during your absence, we must operate as a united front if we are to revive and conquer Cybertron. That means each and every one of us. Knock Out!
  • Dreadwing's Skyward Scream in "Patch".


  • When we first realize that Dreadwing has been shot by Megatron, the damage doesn't seem so bad. Then the camera pans down, and we see the gaping hole in his abdominal area... Then he falls to his knees and keels over, smoke curling upwards from his corpse.
    • "Do not ever make me regret which one of you I spared." That one line really helped put Starscream in his place.
  • After two seasons, it finally happens: the Decepticons kidnap Jack, Raf, and Miko and are more than willing to kill all three by exposing them to Cybertron's toxic atmosphere if Optimus doesn't surrender the Omega Keys and allow the Decepticons to be the ones to regenerate Cybertron.
    • Knock Out and Starscream engage in a little dog-kicking. Knock Out kneels down to tilt Miko's pod a bit and tap on it, while Starscream lifts Jack up close to his face to grin wickedly at the boy and scrapes his claws over the glass. It's a small mercy that young Raf is in Soundwave's hands, as the communications chief seems to have no interest in terrorizing the captives.
  • We finally get to see the spark extractor in action and it's horrifyingly effective. The Vehicons just drop. They don't have time to make a sound or even twitch before they bite the dust and once they do, there's not a scratch on them. They just die.
    • Smokescreen's cavalier attitude towards the whole thing is downright chilling.

Darkest Hour

    • And Cybertron is made even more doomed than it was before.
    • Megatron deciding to drop the whole "robots in disguise" aspect and just declare the invasion of Earth. No more skulking about in disguise, or hiding aboard the Nemesis in the sky, it's a full-on attack with ALL the Vehicons in blatant Cybertronian Vehicle-Form. After all, why bother hiding amongst the sheep when you're about to feast on them?
    • And to throw in some Adult Fear in there, June has no knowledge that the Autobots escaped with the kids, so as far as she knows, Jack is dead.
    • And to put the cherry on top, the Decepticons blast the Autobot base and when the camera pans, we see the hand of Optimus Prime, not knowing if he's alive or not.
    • There's also the lingering knowledge that Megatron, whether he himself realized it or not, completed a Xanatos Gambit and Optimus will forever be remembered as the one who doomed Cybertron because Optimus destroyed the Omega Lock.
      • Check out Megatron's glee after the fact. He knows it alright.
    "They can run, but they can never again run home."


    Season 3 

Darkmount, NV

  • The Decepticons rather unambiguously killing soldiers with their newfound weaponry.
    • We do hear a few screams (or grunts of pain) as well. June affirms that there are in fact survivors, but that doesn't mean everyone made it. Alternately - and perhaps more horrifically - it's possible that the Decepticons weren't even trying to kill anyone. It may well have been mean as a mere display of power meant to cow humanity (and attempt to manipulate them, as Megatron tries with Fowler), which is pretty scary in its own way.
  • Shockwave's reappearance. Doesn't speak, doesn't emote in anyway whatsoever, just walks slowly through the portal, his massive eye getting closer and closer to the camera, and... the episode ends.
  • And on the Adult Fear front, we've got June teetering on the edge of a freak-out over the unknown fate of her son. Makes you wonder what Raf's family and Miko's host parents are going through, too.


  • Shockwave's discusses his fate since the events of "Out Of The Past", and it wasn't pretty - trapped on a dead planet, blinded and in rubble, completely sealed off from anyone else.
  • Subsequently, Shockwave questions Starscream as to why why the latter left him for dead. Based on his tone, it is clear he was angry. Starscream was only too lucky that he was able to come up with a reasonable excuse.
  • Shockwave bringing in Predaking. Knockout, Starscream and even Megatron are taken aback.
    Shockwave: I present to you, my liege: the ultimate Autobot hunter.


  • If the reveal of Predaking in the previous episode and his sheer stature wasn't intimidating enough, there's also the fact that he's Nigh-Invulnerable and can track and hunt down any Cybertronian from at least halfway across the country merely by getting a single whiff of his energon spillage.
  • Predaking roaring at the screen gave many viewers quite the shock.


  • Shockwave in a Tranquil Fury is a terrifying thing, given how quickly he takes out Bulkhead and Wheeljack.

Project Predacon

  • A single strand of CNA is enough to bring back a Predacon. The Decepticons don't need the whole bone, just one bone piece is enough...and they've already got two pieces from two different Predacons.
  • Jack and Miko nearly getting crushed by the lobbing ball that Wheeljack threw after it bounced off of Bulkhead. Jack's quick moves saved them and the moment's over in an instant, but how horrible would that have been (especially since it was just a few seconds of roughhousing gone wrong)?
  • Smokescreen's nonchalant 'look above you' to the Vehicon he has just tossed near an oil drill. The Vehicon looks up, and we get a pleasant point of view from the Vehicon as the hammer of the drill slams into his face - the last thing it sees being its own Broken Faceplate on a black background. In other words, we just saw the final image of a Vehicon before it died - and felt the subsequent mental Oh, Crap! as the hammer came down.
  • Smokescreen and Bumblebee essentially detonate half an oil field on Shockwave. Doesn't slow him down in the slightest.

Chain of Command

  • Ever wondered what it would be like to fight an intelligent dragon? This episode shows us what could happen if you're lucky.
    • Getting hunted by Predaking in a narrow corridor is a nice opener to the danger the Wreckers are in. Miko gets a nice Oh, Crap! look when seeing its fire breath.
    • Way to go, Wheeljack, throwing a grenade inside a cramped environment next to your teammates. Enjoy the cave-in!
    • Miko was really lucky to have the Apex Armor on because she can protect herself from Preadaking's fire breath and battle Starscream.

Plus One


  • This episode reveals that Knock Out has been keeping C.Y.L.A.S. alive and experimenting on him.
  • Two words: Vampiric Terrorcons. Infected ones with Nested Mouths that look like a cross between the Elites and the Xenomorphs.
    • Even worse, Breakdown's corpse is among them. And the award for reigning champion of Undead Body Horror goes to...
    • Any and all of the Nested Mouths reveals, but special mention goes to Airachnid's at the very end.
  • Silas's Body Horror is far more worse for wear than last time, in particular his dilated eye, which is now almost completely blank, and his face has more scars than before.'
    • If you look closely on Knock Out's monitor, you can see that Silas lost all his limbs after being crushed by Nemesis Prime, and has wires hooked into the nubs of his body.
  • Cylas is torn open by Airachnid, revealing the still living Silas inside. After a short conversation, he thanks her for killing him and then dies, on screen.
  • Megatron punishing Knock Out and Starscream for the whole fiasco. Knock Out has to turn all of his projects over to Shockwave. Starscream... isn't so lucky.
  • And then there's the ending. The Insecticons are trapped on Cybertron's moon with a vampiric Airachnid.
    • It's much worse than that; the Insecticons are in a line leading up to Airachnid, who is feasting on a screaming Insecticon, who can't move because Airachnid is controlling them all. It's implied she's going to eat all of them right then... and then she's probably going to starve to death anyway. Which would probably serve her right.
  • At first, when Airachnid is first attacked by Cylas. Look through that fight again. She's terrified not only because it's Breakdown she's facing again, but because the new features he has are stuff she's never seen before and she knows that's bad news if it hits her once. Most of the fight, she's trying to run away.


  • The newly forged Predacons are activated, and subsequently set up to be destroyed by the Autobots. We only get brief glimpses of each one as they struggle to break free of their hyper evolution chambers, but the sounds they make just before they're blown to smithereens are chilling.
  • Predaking destroying Ultra Magnus's hand by stomping on it. The gnarled way it looked at the end is pretty grisly.
  • Predaking himself. The way he took down Ultra Magnus and Wheeljack shows this guy is playing for keeps. Especially now since the Autobots just destroyed his entire race. The rage inside him translated out to him kicking the crap out of the two Wreckers. Punching and tossing them about, picking up large rock chunks to smash them with, snapping the Forge in half, and as mentioned above, mutilating Magnus' right hand. Whereas they barely survived fighting him as in his beast form, the beating he gave them would have been the end of them had Optimus not intervened. And to compound this nightmare, he's now in full rage mode, devoting himself to dealing to the Autobots the same genocide they carried out against his kin.
    Predaking: What have you done to my brethren?! WHAT HAVE YOU DONE?!

Minus One

  • The beginning of the episode has Shockwave angrily snapping at Starscream for intentionally leaving him at the Autobots' mercy and nearly impales one of latter's optics on a piece of cybermatter (while speaking the line below). Had Starscream not appealed to his sense of logic again, he would have killed him.
    Shockwave: I am tempted to force you to share my perception of things...
  • Ratchet suggesting that they cut Soundwave open and get a firsthand look at his hard drive. Keep in mind that, Ratchet's a doctor and he's suggesting to dissect a sapient being. Villain or not, it's quite frightening to hear one of the good guys suggest something like this.
  • After two and a half seasons, Soundwave finally speaks. And calling it unsettling would be a grand understatement. Hearing him speak in that demonic, monotonous voice sounds just plain... wrong. Even Shockwave's Creepy Monotone at least sounded human. It was only for a brief moment but it left one big impression.
  • Soundwave subsequently crashes his drives to prevent the Autobots from accessing them, which basically puts himself into a self-induced coma. It's almost the equivalent of a human soldier taking a cyanide pill. Soundwave's so fanatically loyal to Megatron that he's willing to virtually die for the Decepticon cause. It really hammers home how unfettered he is.
    • Equally terrifying is how efficient and ruthless Soundwave is in his mission. Any time one of the other main Decepticons fights the Autobots, we usually get an actual fight between the two sides. But Soundwave shocks both Smokescreen and Bulkhead into unconsciousness with no wasted movement, as if this business was casual for him. Even Megatron has to fight a bit with at least two Autobots before taking them down; Soundwave did it as if it was the easiest thing in the world.
  • In the ending, Soundwave slowly approaching Ratchet with his electrified tentacles. You can see a reflection of Ratchet's completely shocked and terrified expression on Soundwave's visor as his tentacles descend on the helpless medic.
  • On the other end of the spectrum, the Autobots treatment of Soundwave. They strap him down, speak to him civilly enough...then prepare to cut him open and manually read his drives.


  • The absolutely savage beating Ratchet gets from Predaking, as the latter attempts to avenge his fallen cohorts. Ratchet is totally helpless, and if he hadn't managed to appeal to Predaking's logic and force him to analyze the situation with Project Predacon, he very well could have died.


  • Soundwave getting trapped in the Shadowzone is a terrifying fate. He's trapped in a dimension where he can't be seen or heard. He can't call for help. And to compound the nightmare, none of the other Decepticons know he's there.
    • And it's even more frightening when you realize the kids did this to him! The kids were perfectly willing to trap a sapient being in another dimension forever. Good Is Not Soft indeed.
    • Though the kids didn't trap him in the Shadowzone because of their dislike of the communications officer, they did so because they knew that was the only viable option. Soundwave is just too badass to be defeated any other way, which is frightening in its own way.
  • Bumblebee being shot repeatedly by Megatron's fusion cannon and briefly dying as a result. Even if the Omega Lock restored him to life, it's just horrifying to watch.
  • While Starscream and Shockwave do manage to escape the Nemesis before the Autobots can catch them, and we see them later in Predacons Rising, we never actually see the other escape pods (launched by some of the Vehicons) land on Cybertron, and we know what's waiting on at least one of Cybertron's moons...


Predacons Rising

  • Megatron's resurrection at the hands of Unicron.
    • That, and Megatron's torture at Unicron's hands.
    • Heck, just imagine what :Megatron's thinking when Unicron explains that his soul can't join with the Well of Souls. Imagine dying and then having your race's version of Satan telling you 'your soul is mine.' Megatron is essentially being told he's been doomed to Hell!
  • Zombie Predacons. Accompanied by the utterly blood-curdling line from Unicron...
    "The past shall consume the future, the dead shall consume the living, AND CHAOS SHALL REIGN SUPREME!"
  • Shockwave being surrounded by millions of undead Predacons and torn apart by the beasts. He gets better.
  • While shortly averted seconds later, the Autobots' reaction to Unicron taking the Allspark from Optimus' grasp. It's impossible to even imagine their absolute horror as their last and only hope for Cybertron's survival being devoured by the Chaos Bringer.
  • Although it's presented as a happy moment overall, Megatron's final words to Starscream prove that, even if he just had a Heel Realization, that does not change his personality.
    Megatron: (Menacingly approaching Starscream)
    "Enough! The Decepticons are no more - and that. Is. Final!"
    (Gives Starscream a final Death Glare before transforming and flying away)
  • The Predacons surrounding the cowering Starscream with intentions to maul him to death for what he did to them.

    Tie-in Comics 

  • Swoop being brainwashed to turn on his fellow Dinobots.


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