Season Two has episodes twenty-seven through fifty-three of Transformers: Prime.


Megatron recruits Orion Pax, who has no memory of the Autobot-Decepticon war, into the Decepticons by lying about the Autobots being evil. Jack and Arcee travel to Cybertron to find the legendary super-computer Vector Sigma, and the Autobots successfully restore Optimus's memories. With the defection of Starscream and Airachnid, and the demise of Breakdown, the Decepticons suffer a prolonged period of infighting as Megatron struggles to keep his troops in line. Season 2 sees the return of Wheeljack and the arrival of Megatron's new second-in-command, Dreadwing. Having been convinced by the events of the first season finale that Megatron is beyond hope of redemption, Optimus has resolved to kill Megatron at any cost, a choice he still struggles with in the season. The main theme for the majority of the second season is the discovery of ancient relics and weaponry from Cybertron buried on Earth, with the Transformers fighting over each new discovery. Among the relics hidden on Earth are the four Omega Keys, which activate the Omega Lock, an ancient machine capable of making Cybertron habitable again. The Decepticons acquire all four keys when Starscream returns to replace Dreadwing as Megatron's ever so faithful second-in-command, and plan to terraform Earth into a planet like Cybertron, which would eradicate all life on Earth. Optimus Prime destroys the Omega Lock to save Earth, but before its destruction the Lock creates a massive fortress outside of Jasper. With the Decepticons discovering the location of their base, the Autobots retreat to different locations across the country, with Optimus remaining to ensure the Decepticons can not follow as they destroy their base.