This is a Chapter of Season 2. The Original Predacons have returned, led by their leader, the first Predacon, Predaking, to turn Earth into a New Cybertron. And here, Aelita's past is revealed to her.


The planet Cybertron faces imminent shutdown and reformation due to the core being restored, the result of Optimus Prime fusing with the Core of Cybertron after the War. The ruling council is deposed by the leader of the Predacons, Predaking and his followers during a coup d'état. Knowing that the Predacons would lead to another war, former leader of the Decepticons Megatron, scientist Ratchet and Ultra Magnus attempt to launch the fully human Cybertronian child of Optimus, Aelita, the first naturally organic Cybertronian child in Cybertron’s history, on a spacecraft to Earth after infusing her cells with a genetic codex of the entire Cybertronian race. But the launch is halted, as Predaking stops the launch and attempts to take the girl. After Predaking kills Ultra Magnus, he and his followers are captured and exiled to the Void. However, they are indirectly freed after the planet shuts down into stasis as it slowly reconfigures itself that would last until the Maximals and Predacon races would be born anew with the help of the Codex, later renamed the Key.

Old memories begin to boil in her head, as Aelita attempts to find answers on who, or what she is. The Maximal Base gets a call from their human liason Fowler, on a tip that the US Military discovered a Cybertronian Scout Spaceship in the Artic. Once they infiltrate, they search the wreckage to the questions raised by Aelita’s memories. When they enter the alien ship, she uses her energy "control-key", her DNA signature, which allows her to communicate with the preserved consciousness of Optimus Prime in the form of a hologram. It also awakens Megatron, whom the Maximals attack, but stop, as Aelita is assured that Megatron is no longer an enemy, since the Great War was over. Both Prime and Megatron reveals Aelita's origins, the reformation of the Cybertronian race, and tells Aelita that she and the Maximals were destined to go to Earth to bring hope to mankind for a better future.

Meanwhile, Predaking and his crew seek out other worlds that the Cybertronian race colonized long ago, only to find out that none of the outposts survived after the War ended. Predaking and the others eventually pick up an old Cybertronian distress signal sent from the ship the Maximals discovered on Earth, and that Aelita accidentally activated with the use of her powers. Predaking arrives and demands that the humans surrender Aelita, whom he believes has the codex, or else Earth will be destroyed. Aelita accepts, and the military hand her and Justin over to Predaking's second-in-command, Skylynx, at Predaking's request. 

Predaking reveals that he intends to use a terraforming "world engine", a crude artificial Omega Lock, to transform Earth into a new Cybertron and use the codex to repopulate the planet with genetically-engineered Predacons, killing all of Earth's indigenous life in the process. Jusitn and Aelita escape the Predacon ship with both Maximals and present Predacons working together, Grimlock defeats Skylynx and Darksteel with Optimus’s help, and convinces the military that they are allies with Fowler backing them up. Once he learns that Aelita is the Codex for Cyberton, Predaking deploys the world engine and initiates the process in Antigo and over the Southern Indian Ocean, increasing the Earth's mass and atmosphere.

Megatron destroys the world engine, killing himself in the process, while the Maximals and Agent Fowler uses a Transwarp cell built into an empty stasis pod in an aerial strike on Predaking's ship over Antigo, sending Predaking's forces back into the Void. Only Predaking remains, and he engages Optimus Primal in a destructive battle across Antigo. When Predaking attempts to murder cornered civilians as revenge for his defeat, Optimus Primal is forced to kill him.

After the battle, back in Antigo, Justin looks for Aelita, who hides in the barn. After he walks in, she rushes to him, admitting that she's now scared that she now knows who she is, and that she could never belong to both worlds. He reassures her, telling here that she'll always belong here, because she has people that care for her. Her sorrows are put to rest, as she does take comfort in them, and from him.


I have so many questions. Where do I come from? - Aelita asking Justin privately on her identity and origin.

Goodbye, young one. The hopes and dreams of all Cybertron travel with you. - Ratchet's goodbye to a little baby Aelita before she's put in cryo-sleep.

She will be an outcast. They'll kill her.

How? She'll be not only a goddess, but a beacon of hope to them. - Ratchet and Ultra Magnus calmly argument about Aelita and her future.

[There is a large blast as Predaking and the Predacons are bringing about a coup for control of Cybertron]

Predaking: This council has been disbanded!

Zeta Prime: On whose authority?

[Predaking shoots and kills Zeta]

Predaking: Mine. The rest of you will be trial and punished accordingly.

[Predaking arrives as the Autobots are about to launch a baby and statis locked Aelita into space]

Predaking: I know you stole the Codex, Ultra Magnus. Surrender it and I'll let you live.

Ultra Magnus: This is a second chance for all of Cybertron, not just the bloodlines you deem worthy.

Predaking: What have you done?

Ultra Magnus: When Optimus gave his spark to restore the Allspark, the Well of Sparks gave birth to a child, Predaking. A human girl child. Cybertron's first natural organic birth ever, and she will be free, free to forge her own destiny.

Predaking: Heresy! Destroy it!

[Predaking attempts to destroy the launch, but is stopped by Ultra Magnus and they engage each other in combat. Ratchet is nearly complete with the launch sequence. As Ultra Magnus has Predaking temporarily restrained he begins to plead with Ratchet]

Predaking: Autobot Medic, listen to me, the Codex is Cybertron's future. Abort the launch!

[Ratchet continues the launch sequence and sends the suspended animated Aelita into space]

Predaking: NOOOOOOO! [Predaking is infuriated and he stabs and kills Ultra Magnus. Ratchet runs over to his fallen body and mourns the loss of another friend] the Organic lifeform, Autobot, where have you sent her?

Ratchet: Her name is Aelita, Daughter of Optimus Prime. And she is beyond your reach.

[Predaking and his followers are being trialed for the crimes by the Cybertronian Elders]

Alpha Trion: Predaking, for the crimes of murder and high treason, the council has sentenced you and your fellow insurgents to 300 cycles of somatic reconditioning. Do you have any last words?

Predaking: You won't kill us yourself! You wouldn't filthy your hands but you'll damn us to the Shadow Zone for eternity! [He spits at him in disgust] Megatron was right! You Autobots are a pack of fools! Every last one of you! [He approaches Ratchet, but is held back by a guard] You…you believe Prime’s offspring is safe…I will find her. I will reclaim what you have taken from us! I will find her. I will find her, Autobot. I WILL FIND HER!!!!

[He is silenced as they are banished to the Shadow Zone]

Ratchet: Make a better world than ours, Aelita.

Optimus Prime: To see you standing there having grown into an adult…if only I was still functional to witness this.

Aelita: Who are you?

Optimus Prime: I am your father, Aelita, or at least a shadow of him. His consciousness. My name is Optimus Prime.

Aelita: You? You’re my father?

Optimus Prime: I am. You were forged from the essence of my Spark, when I became one with the spark of our homeworld of Cybertron: Primus himself.

Aelita: I have so many questions. Where do I come from? Why did you send me here?

Optimus Prime: You originated from Cybertron itself, after its restoration. After the War had ended, and when I had made the ultimate sacrifice, you were born from the Well of Allsparks.  Cybertron’s first organic birth.

Aelita: What happened?

Optimus Prime: The restoration of our world was in a slow process; it needed time to fully heal and reformat itself to better adapt itself to growing changes. The outposts and space exploration were abandoned. We had nearly exhausted our natural resources. As a result, our planet's core needed time to heal and rebuild itself from eons of war. Eventually, a military leader, Predaking, attempted a coup, but by then it was too late. My allies and friends foresaw the coming Reformation and we took certain steps to ensure not just our race’s survival, but yours. This is a genesis chamber. All Cybertronian protoforms are conceived in chambers such as this. Every Cybertronian was designed to perform a predetermined role in our society as a worker, a warrior, a leader, and so on. I believed that because of this, Cybertron lost something precious: the element of choice, of chance. What if a child dreamed of becoming something other than what society had intended? What if a child aspired to something greater? You were the embodiment of that belief, Aelita. Cybertron's first organic birth in centuries. That's why they all risked so much to save you.

Aelita: Why didn't they come with me?

Megatron: We couldn't, Aelita. No matter how much we wanted to. No matter how your family loved you. The Autobots, Decepticons, Predacons, and I were a product of the failures of our world as much as Predaking and I were.

Aelita: So I'm alone?

Optimus Prime: No. You are as much a child of Earth now as you are of Cybertron. You can embody the best of both worlds. The dream I and the Autobots dedicated our sparks to preserve. The people of Earth are different from Cybertronians, it's true. But similarly we have the capacity to transform into the people we need to become. Ultimately, I believe that is a good thing. They won't necessarily make the same mistakes we did, but if you help guide them, Aelita, if you give them hope.

Megatron: That's what this symbol means. [Taps Optimus's shoulder to reveal the Autobot symbol, and points to her exo-RIG suit’s chest to where the Maximal Symbol is] The symbol of the Autobots and the Maximals mean "Hope". Embodied within that hope is the fundamental belief in the potential of every person to be a force for good. That's what you and the Maximals can bring them.

Predaking: My name is Predaking, Leader of the Predacons. I come from a world far from yours. I have journeyed across an ocean of stars to reach you. For some time, your world has sheltered one of my world’s citizens. I request that you return this individual to my custody. For reasons unknown, she has chosen to keep her existence a secret from you. She will have made efforts to blend in. She may look like you, but she is not one of you. To those of you who may know of her current location: the fate of your planet rests in your hands. To Aelita, I say this: surrender within 24 hours, or watch this world suffer the consequences...

Justin: Why are you surrendering to Predaking?

Aelita: I'm surrendering to mankind. There's a difference.

Justin: You let them handcuff you?

Aelita: Wouldn't be much of a surrender if I resisted. And if it makes them feel more secure, then all the better for it.

Shockwave: Are you the ranking officer here?

General Morshower: I am.

Shockwave: [pointing at Justin] Lord Predaking would like… this boy to accompany me.

Agent Fowler: You asked for the girl named Aelita right? You didn't say anything about one of our own.

Shockwave: As far as we’ve witnessed, he too is a Maximal.  Human, yes, but Maximal in allegiance. That and it only seems logical that the young lady we have would remain compliant if we had someone she has shown great affection to in our custody. Or shall I tell Lord Predaking you're unwilling to comply?

Agent Fowler: I don't care what you tell him.

Shockwave: Should I tell him, he will destroy you and this entire force you’ve gathered. Or will you give him what he wants?

Agent Simmons: We don’t have any equipment we could give him to breathe up there. We don’t know if he could survive.

Shockwave: Fortunately, we have the equipment to give him.  Give him to us.

Agent Fowler: If we do that, who’s to say you won’t attack us after we hand him over?

Shockwave: Then let’s play this out logically then, Agents Fowler and Simmons. Firstly, I will kill Agent Fowler first to demonstrate my resolve, then if yours holds, I will have no choice but to kill the rest of you.

Agent Fowler: If you open fire, that’ll give the boys behind us the reason they need to blow your tin plated butt back to whatever planet you came from.

Shockwave: Cybertronian bodies may be durable, but yes, we are fragile given enough force. Your bodies however, are far more fragile and it only requires well-placed shots at the explosives in those tanks to finish you all off without even having fired a round upon me. I will target the explosives on your weaponry within the tanks. I will shield only Seyvont in my Tank Form, and after every single person behind me is incinerated in the explosion or suddenly dying of shock, I will take both beings to the ship. Now… shall we begin?

Justin Seyvont: It’s alright. I’ll go.

Shockwave: Wise decision. It would seem that in a planet of unevolved organics… one of them has logical thinking befitting that of a Cybertronian.

[Aelita has a vision while her body is adapting to the Cybertronian atmosphere on Predaking's ship, the Predator]

Predaking: Hello, Aelita. Or do you prefer Aelita Gerehert? That's the name they gave you, isn't it? I was one of Megatron's military leaders. Your father, Optimus Prime, the Last of the Primes. The only thing we three agreed on was that Cybertron needed to change. In return for my efforts to protect our civilization and save our planet, I and my fellow officers were sentenced to the Shadow Zone. And then, the deactivation of our world freed us. We were adrift, destined to float amongst the ruins of our planet until we starved.

Aelita: How did you find your way to Earth?

Predaking: Shockwave managed to retrofit the Space-Bridge projector into a hyper-drive. The Autobot scientist, Perceptor, as well as the medic, Ratchet, made a similar modification to the craft that attempted to bring you here. Yet it was damaged enough to send you to one of Cybertron’s two moons for all that time. And so, the instrument of our damnation become our salvation. We sought out the old colonial outposts looking for signs of life, but all we found was death. Away from Cybertron, these outposts withered and died long ago. We salvaged what we could: armor, weapons, even a World Engine. A crude but effective version of the Omega Lock. For nearly 4 million years, we prepared, until finally we detected a distress beacon you triggered when you accessed the ancient scout ship. You led us here, Aelita. And now, it's within your power to save what remains of your race. On Cybertron, the genetic template for every being yet to be born is incarnate in the Registry of Citizens. Ultra Magnus and Megatron stole the registry's Codex and stored it in the stasis pod that kept you asleep and intended to bring you here.

Aelita: For what purpose?

Predaking: So that Cybertron can live again, on Earth. Where is the Codex, Aelita?

Aelita: If a new Cybertron lives again here, then what happens to Earth?

Predaking: A foundation has to be built on something. Even your father recognized that.

[Aelita looks in horror, as the dream they both are in, changes from the Seyvont Residence, to a death valley filled with the bones of dead humans.]

Aelita: No! I can’t be a part of something this monstrous.

Predaking: Then what can you be a part of?

Predaking: Like you, Ultra Magnus acquitted himself with great honor, child.

Aelita: You killed him?

Predaking: I did. And not a day goes by where it does not haunt me. But if I had to do it again, I would. I have a duty to my people, and I will not allow anyone to prevent me from carrying it out.

[Predaking activates the Genesis chamber]

Optimus Prime: Stop this, Predaking, while there's still time.

Predaking: You haven't given up lecturing your enemies, have you? Even in death.

Optimus Prime: I will not let you use the Codex like this.

Predaking: You don't have the power to stop me. The command key I have entered is revoking your authority. This ship is now under my control.

Optimus Prime: It doesn’t have to be like this.  Our people can coexist.

Predaking: So we can suffer through years of pain trying to adapt, years of prejudice and hatred, like your predecessors and daughter have?

Optimus Prime: You're talking about genocide.

Predaking: Yes. And I'm arguing its merits with a ghost.

Optimus Prime: We're both ghosts, Predaking! Can't you see that? The Cybertron you're clinging onto is gone!

Predaking: [Ordering the computer] Ship, have you managed to quarantine this invasive intelligence?

Computer: I have.

Predaking: Then prepare to terminate it. I'm tired of this debate.

Optimus Prime: Silencing me won't change anything. My daughter and her friends… are twice the beings you were. They will finish what we started. I can promise you that.

Predaking: Tell me. You have Optimus Prime's memories. His conscience. Can you experience his pain? I will harvest the Codex from your daughter's corpse, and I will rebuild Cybertron atop her bones.

[Predaking then terminates the artificial Optimus Prime]

[Aelita and Optimus Primal attemp to destroy the Genesis Ship]

Predaking: STOP!  If you destroy this ship... you destroy Cybertron!

Aelita: Cybertron had its chance!

[she takes her blaster and destroys the controls, while Optimus destroys the Genesis Chamber]

[Shockwave and the Predacons are sucked into the Shadow Zone]

Shockwave: Illogically unbelievable.

[Justin and Aelita kiss, after they are reunited after the old Predacons are defeated]

Justin: You know, they say it's all downhill after the second kiss, right?

Aelita[giggles] I think that qualifies if both parties are human.

[Both smile, as they rest their foreheads to each other]

[Predaking is in sheer defeat after the destruction of everything he was going to use to terraform Earth; with the return of his crew to the Shadow Zone, Predaking and Aelita are the last of the Old Cybertron. As Optimus Primal approaches him and stops, as he listens to what Predaking has to say.]

Predaking: Look at this. We could have built a new Cybertron in this squalor, but you and the Daughter of Optimus Prime chose the humans over your own people. I exist only to protect Cybertron. That is the sole purpose for which I was created. And every action I take, no matter how violent, how cruel, or how evil, is for the greater good of my people. And now, I have no people. My spark…that is what you and she have taken from me!

[He lunges at Optimus Primal and attacks him in his rage and pain at having lost his purpose]

Predaking: I am going to make them suffer, Aelita. DO YOU HEAR ME?! These humans you and the Maximals have adopted, I will take them all from you, one by one!

Optimus Primal: You're a monster, Predaking. And I'm going to stop you.

Predaking: There is only one way this ends, Primal, either you die or I do.

Predaking: Unlike you, I was bred to be a warrior, Primal. Trained my entire life to master my senses for eons, even before I was cloned and begun life a new. Where did you train? IN A CAVE?!

Predaking: If you and the Child of Optimus Prime love these people so much, Primal… then you can mourn for them!

[Predaking starts firing a stream of flames next to a cornered family and Optimus struggles to keep him from doing it]

Optimus Primal: Don't do this! [the flames get closer to the family] Stop! [Predaking doesn't as the family panic more] Stoooooop!!

Predaking[final word] Never.

[As Predaking continues firing his flames, Optimus extinguishes his spark chamber, killing him]

[Optimus, Cheetor, and Air-Razor have taken down one of the government's surveillance satellite drones]

Agent Fowler: Are you effing stupid?!

Optimus Primal: It's one of your surveillance drones.

Agent Fowler: Do you realize that's a 12 million dollar piece of hardware?!

Air-Razor: It was.

Optimus Primal:  I know you're trying to find out where Aelita is, and I know your government’s concerned about her around other humans. You won't, and you shouldn’t.

Agent Fowler: Then I'll ask the obvious question that’s buzzing around Washington and the world: How do we know you or she won't one day act against America's interests, much less the world?

Cheetor: Aelita, Big Bot, and the rest of us spent the last 4 million years sleeping in the Appalachian Mountains. We’re about as American as it gets.

Optimus Primal: Look, We’re here to help, but it has to be on our own terms. And you have to convince Washington of that.

Agent Fowler: Even if I'm willing to try, what makes you think they'd listen?

Optimus Primal: I don't know, Agent Fowler. I guess we'll just have to trust you.

[The Aerial Maximals fly away and the Agent turns to see Captain Ebbs grinning]

Agent Fowler: What are you smiling about, Captain?


  • The plot of the 2013 Warner Bros. film, Man of Steel, was used to create this chapter in Season 2.
  • Aelita's origins and purpose are finally revealed in this chapter.
  • Optimus Prime and Megatron from G1 Prime make their debut.
  • Predaking and the original Predacons from both G1 and Prime make their debut.