both mortally wounded, forcing the surviving Decepticons to retreat, get in Astrotrain and go to space. On his deathbed, Optimus passes the Matrix of Leadership to Ultra Magnus, telling him that its power will light the Autobots' darkest hour. It drops from Optimus's hands and is caught by Hot Rod, who hands it to Ultra Magnus. Optimus Prime's body loses color and dies. The Decepticons withdraw from Autobot City within Astrotrain. To conserve fuel so they can make it to Cybertron, they jettison Thundercracker, Skywarp, Shrapnel, Kickback, Bombshell and Megatron who got discarded by his treacherous second-in-command Starscream. Drifting into space, the wounded Decepticons are found by Unicron, a sentient planet who consumes other worlds. Unicron offers Megatron a new body in exchange for destroying the Matrix, which has the power to destroy Unicron. Megatron reluctantly agrees and is remade into Galvatron, while the corpses of other jettisoned Decepticons are converted into his new troops: Cyclonus, Cyclonus' Armada, Scourge, and Sweeps. Unicron also gives Galvatron a new ship. On Cybertron, Galvatron disrupts Starscream's coronation as Decepticon leader and kills him. Unicron then consumes the moons of Cybertron including the secret bases with Autobots and Spike. Retaking command of the Decepticons, Galvatron leads his forces to seek out Ultra Magnus at the ruined Autobot City. The surviving Autobots escape in separate shuttles, which are shot down by the Decepticons and crash on different planets. Hot Rod and Kup are taken prisoner by the Quintessons, a clutch of tyrants who hold kangaroo courts and execute prisoners by feeding them to the Sharkticons. Hot Rod and Kup learn of Unicron from Kranix, a lone survivor of Lithone, a planet devoured by Unicron at the beginning of the film. After Kranix is executed, Hot Rod and Kup escape, aided by the Dinobots and the small Autobot Wheelie, who helps them find an escape ship. The other Autobots land on the Planet of Junk where they are attacked by the native Junkions, who then hide from Galvatron's arriving forces. Ultra Magnus secures the remaining Autobots while attempting and failing to release the power of the Matrix. He is destroyed by Galvatron who seizes the Matrix, now intent on using it to control Unicron. The Autobots befriend the local Junkions, led by Wreck-Gar, who rebuild Magnus. They are joined by the Autobots from the planet of the Quintessons. Deducing that Galvatron has the Matrix, the Autobots