Trials

Optimus and Megatron finally locate the Allspark, but will need to pass its guardian's trials to claim it.

Synopsis

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Characters in italic text appear only in flashbacks.
(Numbers indicate order of appearance.)

Autobots	Decepticons	Others
Windblade (1) Rack'n'Ruin (3) Bumblebee (5) Wheeljack (6) Optimus Prime (7) Grimlock (11) Hot Rod (12)	Lockdown (2) Soundwave (4) Shockwave (8) Megatron (9) Generic seekers (10) Decepticon soldiers (13) Clobber (14) Shadow Striker (15) Slipstream (17) Starscream (18) Thundercracker (19) Acid Storm (20) Nova Storm (21) Thrust (22)	Cheetor (16)

"Megatron! I should've expected this from you!"
"Y-yes! You should have! This was part of my plan all along! And... er... and now I must go!"

—Optimus unwittingly gives Megatron a way to save face after Starscream steals the AllSpark right from under their noses.

The Decepticons learned of the existence of the AllSpark groundbridges in the previous episode, when Cheetor used one to escape before Megatron could order him captured.
Bumblebee emerges from one of the groundbridges onto the moon, implying this might've been the one Cheetor used to observe the battle from "Sea of Tranquility" and "Bad Moon Rising".

Megatron claims his most famous match in his gladiator career was his victory against "Devastator Maximus," referencing the Constructicon combiner Devastator and the Energon combiner Constructicon Maximus. Apparently, despite the historical significance of the match, Optimus never even heard of it.

Cheetor gives Optimus a jet and Megatron a helicopter as armor. This refers to their elite class toys' respective "Sky Turbine" and "Chopper Cut" spark armors. The armors used onscreen, however, are considerably altered, and the vehicle colors don't match the toys.