Orion Pax, Part 1
Season 2, Episode 1
Soundwave and Arcee
Air date February 18, 2012
Written by Nicole Dubuc
Directed by Vinton Heuck
Main Character(s) Team Prime
Orion Pax
Episode Guide
One Shall Rise, Part 3
Orion Pax, Part 2
{{{discussion}}} Orion Pax, Part 1 Gallery

 Orion Pax, Part 1 is the season premiere of the second season of Transformers: Prime. It is the twenty-seventh episode overall.


Megatron manipulates Orion Pax, formerly Optimus Prime, into joining the Decepticon cause.


With the Autobots back at base after Unicron's defeat, Ratchet grimly outlines the situation and speculates that Optimus has reverted to Orion Pax, his pre-Prime self. On the Nemesis, Megatron makes a ship-wide announcement that Orion Pax is to be treated as a guest. Airachnid doesn't think it's wise to let an Autobot on board, but Megatron isn't concerned and has his own plans for Orion. Elsewhere on the ship, Knock Out affixes a new Decepticon Symbol to Orion's shoulder.

Fowler wonders why they can't just track down Optimus's signal, but Ratchet says it hasn't been on their sensors since they left the Earth's core. They must find some way to track down Optimus regardless, so they can somehow restore his memory. The best bet seems to be to use the Key to Vector Sigma but the problem is,Vector Sigma is on Cybertron. Megatron begins to fill Orion Pax in on what's been happening, spinning a yarn about how Orion has been a captive of the Autobots, who are led by the Warlord Ratchet. Orion is shocked at the images Megatron shows him of a war-ravaged Cybertron.

June announces that there's no way Jack is going to Cybertron, but Ratchet says only Jack can use the key to access Vector Sigma. The point's moot anyway, as they don't have any way to get to Cybertron. As Raf points out to Miko that the Groundbridge barely made orbit, though Miko wonders why Ratchet can't just "turbo-charge" it.

With Megatron finished "informing" Orion, the latter vows to help the Decepticons overcome Ratchet and the Autobots. Megatron has Soundwave remove any incriminating evidence from the ship's data core so Orion can be put to work furthering the Decepticon cause without any risk of him finding anything embarrassing.

Sierra turns up at KO Burger to visit Jack as he works at the drive through, confused that she never sees him outside school. Their discussion is interrupted by Arcee picking him up as his shift ends. Sierra jumps to the obvious conclusion after hearing the female voice, and seems unconvinced by Jack's claim that it's his mother. Arcee reports that they haven't detected Optimus yet.

Megatron discusses their new comrade with Knock Out, specifically his task to decrypt records stolen from the Iacon archives near the end of the War. Knock Out wonders if they shouldn't beef up the security, but Megatron feels that Orion will work better if he feels he is not under threat. In any case, Orion's workstation has been located close to the energon storage, which is under heavy guard, Knock Out is impressed and remarks on that.

Back at base, Ratchet is "tinkering" with the GroundBridge.

Orion has managed to decode some of the data from the Iacon archives, giving coordinates on Earth of stashed Cybertronian technology, possibly weapons. He is puzzled by the absence of Starscream from the Nemesis as he is stated to be Megatron's second-in-command in the documents, but Megatron claims Starscream is dead. Megatron returns to the bridge, where he tells Soundwave he's concerned that Orion will soon learn the truth and have to be eliminated before he decodes all the Iacon database files since Orion asks a lot of questions, which was a valuable trait in a clerk or archivist, but not in a Decepticon...

Fowler contacts the Autobots to let them know that the Decepticons are attacking one of the military bases they hit two months before. Bumblebee, Bulkhead and Arcee respond, finding Knock Out and Breakdown in the process of stealing a power source. As the pair GroundBridge out, Arcee races through after them and begins speeding through the Nemesis, bashing Vehicons and hunting for Optimus. Soundwave soon relays her presence to Megatron, and though Airachnid offers to deal with it, Megatron sends Soundwave to ensure the Autobot is escorted off the ship. Alerted by the fighting, Orion emerges from his quarters, but Soundwave manages to GroundBridge Arcee off the ship just before Orion can see her. Deposited somewhere Arctic, Arcee is soon back at base admitting she didn't succeed in determining the location of the ship or whether Optimus was even aboard. Fowler makes a brief call to yell at them for the human casualties at the base, and tensions among the Autobots soon spill over into arguing. Jack, however, believes they can commandeer the Decepticon space bridge once it's complete, and use it to reach Cybertron. The Autobots are doubtful, but determined to try and find the space bridge.

Meanwhile, Starscream sneaks back on board the Nemesis to steal a stack of energon. Though he deals with the Vehicons guarding the energon storage, more are on their way, and he's forced to duck into a nearby room. His relief is momentary, as he finds himself face to face with Optimus Prime. Starscream calls out Optimus by his name and points his missiles at Orion...

To be continued...











"Orion Pax"

Knock Out




William Fowler

June Darby

Jack Darby

Miko Nakadai

Rafael Esquivel





Megatron: - and the first to address him as Optimus Prime will have their voice box torn out.

Megatron on his punishments.

Orion Pax: One question Megatron. Why are we called Decepticons?

Megatron: Another craven Autobot scare tactic. The name was meant to demonize us. Instead, we wear it as a badge of honor, for if speaking the truth is deception, then we are gladly guilty.

— Orion and Megatron.

Ratchet: Bulkhead! Bulkhead: What? You needed that!?

— Ratchet and Bulkhead on their frustrations.

Starscream: No! Optimus Prime?

— Starscream


Main Article: Orion Pax, Part 1 Gallery


  • The scar on Starscream's right cheek disappears in his first appearance but suddenly comes back.
  • When the vehicons returned to the Nemesis, they failed to realize that Starscream was behind them since he was the last one to transform.
  • The sound of Starscream's missiles as he points it at Orion sounds in this episode but in the next episode, the sound is gone.


  • Fowler states that two months have passed since the end of Season 1. But the events of this episode happen almost instantly after the Bots return from Unicron. Either it took them two months to get themselves collected, or it was merely a dialogue or continuity error.
  • Ratchet remarks that if the government shuts down the Autobots' base, they would have to fire them into space, which is a reference to the transformers live action movie called Transformers: Dark of the Moon.
  • Arcee remarks on how Optimus believes that there is "more to Jack than meets the eye" when Optimus gave Jack the key card.
  • Agent Fowler calls Optimus a "librarian", which was Megatron's insult to Optimus in Exodus.
  • Ratchet states that Optimus's signal has not reappeared since "One Shall Rise, Part 3" but it did as seen near to the end of that episode.
  • Starscream still has that scar that Arcee gave him in Partners.
  • There was a 12 minute sneak peek of this episode On Demand on February 10, 2012.
This page uses content from Transformers Wiki. The original article was at Orion Pax, Part 1.

The list of authors can be seen in the page history. As with Transformer: Prime Wiki, the text of Transformers Wiki is available under the Creative Commons License.

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