Out of His Head
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![]() If looks could kill. | ||||||
| "Out of His Head" | ||||||
| Production company | Hasbro Studios | |||||
| Airdate | May 7, 2011 | |||||
| Written by | Nicole Dubuc | |||||
| Directed by | Vinton Heuck | |||||
| Animation studio | Polygon Pictures | |||||
Megatron attempts to resurrect himself using Dark Energon by controling Bumblebee's mind.
Synopsis

Ratchet concludes his tests on Optimus Prime and gives their leader a clean bill of health. Optimus thanks Ratchet and Bumblebee, while Arcee is unsure whether she managed to successfully end Megatron's life during their mission on the Decepticon ship. In truth and unknown to any of the others, Megatron's psyche still dwells in Bumblebee's processor, and he's determined to reclaim his own body.
Miko referees a basketball game between Bumblebee and Bulkhead. Bulkhead easily sinks the first basket, but as Bumblebee goes to shoot, he suddenly flashes back to the space bridge explosion. When Bulkhead interrupts the vision, he gets the ball thrown at his head. Bumblebee apologizes and they play on. Later on, Bumblebee freezes as Megatron takes control. Megatron wonders how he escaped the destruction of the space bridge, and recalls Starscream pulling the sliver of Dark Energon from his chest.
On the Decepticon warship, Starscream taunts Megatron's body with the Dark Energon sliver, announcing that he has come up with a new epic plan that will convince the other Decepticons that he's worthy of leadership. Knock Out arrives in time to hear the tail end of the speech.
Waiting outside his house, Raf calls Jack, who is already in class, to complain that Bumblebee hasn't picked him up for school. Bumblebee is at base, being puppeted by Megatron to crush a piece of equipment. Ratchet is irritated by the destruction, and Bumblebee explains his visions of Megatron. Ratchet induces a power down to allow Bumblebee's mind time to rest. While he's explaining this to Optimus and Raf, they get a call from Agent Fowler, who says that Decepticons have broken into the Kauai Naval Observatory in Hawaii and stolen the Heuck Nigoghossian telescope's primary lens. Fortunately the lens has a tracking device, and the Autobots trace it to the Arctic where there's a massive unminable energon deposit — unminable unless the glacier it's in is melted, something that would devastate coastal cities.
Indeed, the Decepticons have already created a heat ray with the lens, and Starscream begins melting the glacier in question.

Raf chats with the shutdown Bumblebee, despite Ratchet pointing out that Bumblebee can't hear him. Raf asserts that Bumblebee is family, and shows off a photo of his parents and siblings.
Optimus, Arcee and Bulkhead walk through the Arctic and locate the Decepticon warship, which is warming things up with its heat ray.
Ratchet leaves Raf and Bumblebee to find parts to repair the equipment Bumblebee damaged. While he's gone, Bumblebee suddenly powers up and heads to the main control room, where he activates the GroundBridge. Ratchet and Raf are surprised to find him departing through the GroundBridge and wonder where the diminutive Autobot is going. Bumblebee arrives at the battlefield where Optimus and Ratchet once fought Megatron's army of Terrorcons, in search of the Dark Energon shard Megatron used to raise the dead. Ratchet attempts to use the GroundBridge to follow Bumblebee, but once he activates it, Bumblebee promptly steps back through carrying the Dark Energon and decks the medic. Having placed Raf out of the way, Bumblebee runs back through the GroundBridge. Ratchet realizes that Megatron's mind has taken over Bumblebee, and tracks the scout to coordinates in the Arctic. Raf insists on going too.
Atop the Decepticon warship, Starscream spots Bulkhead and Arcee. Knock Out orders Breakdown to deal with the two Autobots, and the big 'Con starts laying into them. Meanwhile, the unseen Optimus scales a nearby cliff.
Ratchet and Raf arrive in the Decepticon ship to find disabled Vehicons everywhere. They reach the lab, where Bumblebee has hooked himself up to Megatron's body, but when Ratchet attacks Bumblebee, he's knocked across the room. Raf manages to encourage Bumblebee to retake control, but it's only a brief respite. Ratchet yanks the life support cable from Megatron, only to again be tossed across the room. Despite a last-ditch attempt by Raf to stop Bumblebee, the scout plunges the Dark Energon shard into Megatron's body, and Megatron awakens. A group of Vehicons arrives to find Megatron has risen from the dead, and he orders them to terminate the Autobots. Ratchet, Bumblebee and Raf retreat.

Optimus reaches the top of his cliff and takes a flying leap onto the Decepticon ship. On the ground, Arcee and Bulkhead continue to battle Breakdown. Starscream and Knock Out spot Optimus coming towards them across the hull of the ship, and Starscream turns the heat ray on the Autobot leader. Undeterred, Optimus drives all the way up to the heat ray and slices it with his sword, causing the whole thing to explode. Optimus is thrown to the ground, only to face the rage of Starscream, who begins diving towards him, missiles at the ready. Starscream is intercepted halfway through the dive by Megatron, who takes his disloyal lieutenant back to the Decepticon warship. Faced with his old leader, Starscream attempts to flee in his vehicle mode, only for Megatron to grab him by the tail and toss him against the ship. Even the promise of nearby Autobots to destroy isn't enough to distract Megatron, who begins dragging Starscream away by the head.
Watching the still-blazing ship depart, Optimus radios Ratchet for a bridge, but Ratchet, Bumblebee and Raf appear nearby.
Later at base, Ratchet finishes checking over Bumblebee, who thanks Raf for helping to rescue him.
Featured characters
(Numbers indicate order of appearance.)
| Autobots | Decepticons | Humans |
|---|---|---|
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Quotes
"Lucky for us Megatron was still alive. Yeah, I actually said that."
- —Arcee surprising us all.
"Bumblebee! I NEEDED that!"
- -Ratchet says his catchphrase after Bumblebee crushes a piece of equipment.
"Hm, hm. Yes, very nice."
- -Ratchet is unimpressed with Raf's picture of his family.
"Decepticons! Your rightful lord and master has returned!"
- -Megatron reawakens.
"Lord Megatron! You...are... you're healed! Praise the Allspark! It's a miracle!" "Oh, it will be a miracle all right, Starscream... if you survive what I have planned for you!"
- -Starscream attempts to feign joy at Megatron's revival, the latter of whom just isn't buying it.
"But the Autobots! Optimus! Right there, waiting for you!"
- -Starscream desperately tries to deflect Megatron's wrath.
"My greatest mistake? I've made a few. But there is one I do not intend to make again!"
- —A surprisingly self-aware Megatron.
Notes
Animation or technical errors
Continuity errors
- Bumblebee is not only able to speak, but also able to produce Megatron's voice. Of course, Megatron could be speaking through Bumblebee and what we hear is Raf's "translation".
Continuity notes
- Arcee hasn't forgotten her trip to the Arctic in "Scrapheap."
- It seems that Megatron was conscious (and able to perfectly remember) when Starscream extracted the fragment of Dark Energon from his chest in "Masters & Students."
- The fight with the Dark Energon zombies took place in "Darkness Rising, Part 4".
Transformers references
- Optimus Prime recalls their "end run on Polyhex."
Foreign dubbing
Real-world references
- The Heuck Nigoghossian telescope is named for Prime directors Vinton Heuck and Shaunt Nigoghossian.
- Starscream loves it when a plan comes together.
Trivia
- In the real world, large telescopes use mirrors, not lenses.


