Season 3, Episode 9
Evolution screenshot 50
Air date June 28, 2013
Written by Steve Melching
Directed by Shaunt Nigoghossian
Main Character(s) Ultra Magnus
Optimus Prime
Episode Guide
Minus One
{{{discussion}}} Evolution Gallery

  Evolution is the ninth episode of Season 3 of Transformers Prime: Beast Hunters. Sixty-first episode overall of the series. Aired on June 28, 2013.


When the Predacon reveals a secret of its own, Megatron questions the results of Project Predacon. Meanwhile, the Autobots attempt to prevent the hatching of an army of new Predacon beasts, which would threaten the existence of all the human race on Earth


It all starts with the Nemesis arriving at an unknown location on a stormy night. Megatron and a nervous Starscream depart the ship and enter a nearby cave. After berating Starscream again for the failure of his experiment with Dark and Synthetic Energon, resulting in the loss of over half their Decepticon forces and the Insecticon hive, he reveals they are at Shockwave's lab.The scientist informs Megatron that the Predacon army is almost fully matured and will be ready for deployment in three solar cycles. Megatron then orders Knock Out down with the supplies of Synthetic Energon; unaware that the Predacon is watching from the ship before it takes off.

In the lab Shockwave dismissively tells Knock Out that he will judge the value of the new energon when the Predacon army is complete. At this point the Predacon makes his presense known, charging into the lab snarling viciously. Starscream feeling that the "unruly beast" needs more discipline for wandering around without permission begins to strike him across the face with a metal rod scolding it for its actions. Once again the Predacon chucks the 'con aside but charges at him apparently for the kill, however at the last second he transforms into his humanoid robot mode, stunning all watching. More shocking is the beast has developed the ability to speak as he threatens to kill Starscream if he strikes him again.

A stunned Starscream remarks at the Predacon "beast's" transformation which angers him but he ignores the fallen con to look at his slumbering brethren. An angered and suspicious Megatron demands answers from Shockwave; suspecting treachery from his scientist. Shockwave responds transformation is an innate part of Cybertronian life, but there was no historical evidence that the Predacon race had evolved to access that ability let alone reached full sentience before their extinction in the great cataclysm.

Megatron interrogates the Predacon for keeping his intellect and his ability to transform, a secret. The creature responds his intention was not to deceive and he had only recently became aware of his full capabilities. The Predacon laments that all he knew before was hunting and combat wich led him to question who and what he truly was. While the Nemesis provided him historical knowledge of his bretheren it did not answer all his questions and thus he began to question his place in the present. Observing the Decepticons on the ship led him to wonder if he too could transform leading to the being before them. Megatron tells him he is unique, a miracle of science. The Predacon looks back at the clone tanks and regards them in silence.

At the Autobot base, the Autobots are having trouble working with Ultra Magnus' command style: He pressures Ratchet to continue his synthetic energon experiments, complains to the Beast Hunters for taking a break between scouting missions, and demands to know why Wheeljack left without permission and covered in coolant. The Wrecker revealed that he's been recalibrating the engines on Ultra Magnus' ship to increase the efficiency of the thrusters, surprising Magnus. Optimus Prime returns from his recon mission and all Autobots, except Ultra Magnus, flock to him, happy to see him return. Optimus Prime notices that Ultra Magnus was unhappy, behind the Autobots, while he was explaining the lack of Decepticon activity on his mission.

Aboard the Nemesis, the Predacon pledges his loyalty to Megatron and makes a request to be put in command of the clone army when emerge from stasis, taking the name Predaking. Megatron conceals his concern over the Predacon's ambition while remarking that his vision was boundless. While alone with his command staff, Megatron voices his concern that Predaking and the Predacon army can turn on them, whenever they discover that they more powerful than the current Decepticon force. The only thing the Decepticons can do to prevent a potential revolution is to destroy the clones before they awaken. Shockwave agrees, but Knock Out asks what will happen if Predaking finds out. Starscream suggests that the Autobots will be used to do the deed, and thus draw Predaking's wrath.

Ultra Magnus is watching human soldiers running military drills outside the base when Optimus Prime asks what's bothering him. Magnus realized that Team Prime isn't taking to his command style. Optimus reminds his old friend that times have changed and they're not the Elite Guard, and have in fact grown into something greater than an army. Before he can say what that is, Ratchet announces that their scanners have located exposed energon. Optimus declares that they must investigate, due to their own supply of energon being at an all-time low.

A squadron of Vehicons are standing outside an energon mine with wheelbarrows full of energon. Optimus and the Wreckers appeared and ordered them to surrender. The Vehicons open fire, but are quickly cut down by the Wreckers' forward advance and the Stealth Team, which consists of Arcee, Bumblebee, and Smokescreen attacking from the rear. Optimus orders the Wreckers to investigate the mine while the Stealth Team transports their energon spoils back to the base. Smokescreen joined the Wreckers into investigating the energon mine, which lacked of energon signals or additional security. Ultra Magnus orders them to split up, when they came across a fork in the cave, with he and Wheeljack going in one direction and Smokescreen and Bulkhead in the other.

Ultra Magnus and Wheeljack come across Shockwave's laboratory and rows of cloning tanks. Shockwave is working at a computer console when he notices them, opens fire before contacting Starscream. Starscream says he didn't reveal that his plan was already in motion, because Shockwave's surprised reaction would be genuine and ended contact. Knock Out knows exactly why Starscream staged his plan this way, and received a less than subtle confirmation. Shockwave contacts Soundwave to open a GroundBridge. Before fleeing, Shockwave triggers an electrical surge that travels through the cloning tanks, causing the liquid which keeps the beasts in stasis to drain out.

On the Nemesis, Starscream reports that the Autobots have taken possession of the Predacon clones. Megatron orders him to release his seeker armada, but Predaking says that he alone will confront the enemy that threatens his brethren.

Dozens of Predacons begin to stir as the stasis fluids drains from their tanks. Wheeljack notices the cache of synthetic energon in the corner of the room and, with Ultra Magnus' permission, tosses a grenade at it. The Autobots transform and drive away at high speed, but come to a stop as Predaking, in robot mode, GroundBridges right in front of them much to their surprise. Just then, the laboratory behind them explodes in a massive fireball.

On the surface, Bulkhead and Smokescreen emerge from the mine just as the ground is shaken by the explosion. Optimus Prime stares at the mine with a grave expression.

Meanwhile, Predaking stares in horror at the charred remains of Shockwave's lab. With an enraged roar, he immediately attacks the two Autobots, his powerful blows sending them flying through the air. Wheeljack mounts a brief and successful counterattack, but Predaking quickly regains the upper hand, until Ultra Magnus attacks him with the Forge of Solus Prime. Magnus and the Forge bought Wheeljack enough time to recover, and they launched a powerful combined attack that ends when they brought a colossal stalactite crashing down on the Predacon. Predaking, however, merely lifts the stalactite off him and uses it as a weapon to knock Ultra Magnus to the ground and crush Wheeljack against a wall. Magnus reaches for the Forge, but Predaking jumps up and lands on his hand, smashing it underfoot until the Autobot's fingers are nothing but ruined scrap flattened into the ground. Wheeljack laments that he was just starting to tolerate his commander, and Ultra Magnus responds by saying it was an honor to serve with him. Predaking snaps the Forge in half. He makes ready for the killing blow when Optimus Prime flies in and sends the Predacon against the wall. Optimus unleashes his energon mini-gun on the cave ceiling, raining rubble down on Predaking and allowing him to grab his wounded comrades. Optimus flies them out of the mine with Predaking in close pursuit, and is able to make it through a GroundBridge before a blast of flame makes contact. Failed to avenge his brethren, Predaking roars in rage.

Ultra Magnus comes back online to find himself on Ratchet's operating table while the medic attempts to fix the remains of his hand. The other Autobots are gathered around, with Wheeljack telling everyone that Magnus fought like a Wrecker. Ultra Magnus asks Optimus what he was referring to earlier that could be greater than an army. Optimus says that it is a human concept called family.

On the Nemesis, Starscream and Knock Out can barely contain their amusement as Megatron promises Predaking that they will make the Autobots pay for what they've done to his kind. From the lab, Shockwave confirms that the clones are beyond salvaging, but says that there's something in the ruins Megatron must see. Megatron and Starscream GroundBridge to the lab and are stunned to find a large quantity pure Cyber Matter, like that which once existed on ancient Cybertron, and recently created the Decepticon citadel. Shockwave theorizes that it was created when the explosion mixed the CNA of the Predacon clones with Knock Out's Synthetic Energon. Megatron was shocked by this revelation. 


  • Shockwave says that the Predacon clones would have fully "evolved" within a few solar cycles. Given he's simply cloning them, "matured" or "grown" would have been more appropriate. But then again, Shockwave's choice of diction has been odd at times.
  • When Optimus smashes Predaking away just before the latter could end Ultra Magnus's life, his jetpack is active and running. As he watches his target slam against the wall, his boosters and jetpack just fold away without the usual set of clicks and clanks.
  • Shortly before Magnus hurls Wheeljack into the air with the Forge during the attack in the cave, the sound of his footsteps is horribly out of sync with his actual leg movement.
  • Optimus refers to family as a "human concept", despite family being a very common element of Transformers fiction, including Dreadwing and Skyquake, who were explicitly stated to be twins.


  • We learn that the original Predacons of Cybertron faced a similar apocalyptic wipeout to that of the dinosaurs of Earth, further reinforcing the parallels drawn between the two.
  • Like Arcee, Predaking undergoes a dramatic amount of size changing when transforming, but in reverse. He goes from a colossal monster that Megatron can barely look in the chest to a beefy robot about a head taller than Megatron. This is likely so he can have scenes in robot mode while inside the Nemesis.


  • Knock Out: On my way, Lord Megatron!

  • Predaking: Strike me again, and I will bury that rod in your spark.

  • Ratchet: Welcome back Optimus.
  • Smokescreen: Optimus good to see you.
  • Arcee: Good to have you back Optimus.

  • Optimus Prime: Ultra Magnus, something has been troubling you.
  • Ultra Magnus: I fear that my command style may be having a negative effect on unit morale.
  • Optimus Prime: Your service is most welcome, old friend, but this is not the elite guard.

  • Ratchet: Optimus, our scanners detected energon.

  • Optimus Prime: Stealth Team, transport our cargo back to base.

  • Wheeljack: Something doesn't smell right.
  • Ultra Magnus: Head off.

  • Shockwave: Starscream, the Autobots have arrived.

  • Predaking: How is this possible?

  • Ultra Magnus: Blow these beasts back to the Rust Age.

  • Predaking: Prepare to perish!

  • Optimus Prime: Ratchet will take good care of you.
  • Ultra Magnus: Optimus. When we spoke earlier...what could be greater than an army?
  • Optimus Prime: A human concept, one I have learned since coming to Earth: family.


Main Article: Evolution Gallery