Seeing Devastator was turning the tide in favour of the Decepticons, Optimus Prime sent the Dinobots ahead to destroy Devastator and hold back the Decepticons until he landed. The Dinobots transformed in mid-air and attacked. Together they managed to knock the giant off his feet. However, Devastator gave Grimlock, Sludge, and Swoop a pouding.
But Optimus knew it was Megatron, the leader, who must be stopped - no matter the cost! Transforming into truck mode, he persued the row of Decepticons penetrating into the city. Optimus knocked over the unexpected Thrust and Shrapnel with ease. Transforming back to robot mode, Optimus jumped in front of the Decepticons. With rapid firepower, he brought down the remaining Decepticons.
Megatron was entering a building when he turned around and saw Optimus Prime, having decimated his troops.
"One shall stand! One shall fall!" the Autobot Leader said sternly
"Why do you throw away your life so recklessly?" Megatron asked Optimus.
"That is a question," answered Optimus "that you should ask yourself!" - and their duel began
The two arch-enemies fell upon each other. Megatron hurled his laser-dagger from his boot, wounding Optimus - but not enough to keep him from finally throwing Megatron into a metal heap. Optimus retrieved his gun and pointed it at the fallen Decepticon leader.
Megatron pretended to plead for his life, but he moved towards a gun hidden from Optimus. Hot Rod saw Megatron's move and tried to stop him. The young Autobot leaped on the wicked Decepticon. Turning the tables, Megatron overpowered Hot Rod and used him as a shield.
Picking up the gun, he fired a shot at Optimus who wouldn't shoot for fear of hitting Hot Rod.
"Fall!.......Fall!" Megatron exclaimed, and fired more direct hits at Optimus. Optimus fell to his knees.
"Ah, I would have waited an eternity for this." Megatron pointed the gun at Optimus "It's over, Prime."
"Never!" Optimus on his last burst of energy responded with a mighty uppercut that sent Megatron crashing from high on the city walls to the ground far below. With his last bit of energy drained, Optimus fell to the ground.
"Optimus, forgive me." Hot Rod ran to help the fallen hero.
Below, the Decepticons gathered around Megatron. With a brief flicker of electricity, the Decepticon leader laid still.
"How do you feel, 'mighty Megatron'?" Starscream mocked him sarcastically. "Astrotrain, transform and get us out of here!"
Astrotrain transformed into a train engine, boarded by the retreating Decepticon army under a hail of Autobot fire. Megatron, about to be left behind, convinced the faithful Soundwve to carry him onto the ship. Astrotrain transformed into shuttle mode, blasting off in full retreat back to Cybertron.
As the dust of battle settled, the Autobots gathered about their fallen leader.
"I fear the wounds are..." Perceptor examined Optimus. "...fatal."
"Do not grieve," a faint glow showed on the eyes of the leader. "soon I'll be one with the Matrix."
Optimus turned his head to Ultra Magnus. "it is to you, old friend, I shall pass the Matrix of Leadership, as it was passed to me."
When Ultra Magnus replied he was not worthy, Optimus told him one day an Autobot should rise from their ranks and use the powers of the Matrix to light their darkest hour. He opened the compartment in his chest and lifted out te crystal of pure energy. Weakening, the Matrix dropped from Optimus' hand. Hot Rod caught it and for a moment felt the power of the Matrix. Ultra Magnus placed the glowing Matrix in his own body cavity.
Optimus told the new leader to continue the struggle "until the day when all are one..."
With these last words, Optimus died. His body turned charcoal gray, leaving the Autobots to mourn.
But not all grieved at his death. Out in the endness blackness of space, the giant metal planet Unicron detected the power of the Matrix. His internal sensing monitors observed the transfer of the Matrix from Optimus to Ultra Magnus. Detecting a possible threat, Unicron continued his journey towards Cybertron.
Go to Part6.