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"They're almost in", someone says as the Insecticon swarm tries to claw its way through a wall. Megatron, Starscream, Thundercracker, and Skywarp walk down a hallway and Thundercracker comments on how there are nearly three thousand of them "out there", and that it "was gonna happen eventually". Defying Megatron's order for silence, he tells Megatron that the swarm is an obscene and twisted defilement of their own kind that should be killed as an act of mercy. Megatron only glares back at him before continuing to walk with Starscream, leaving the other two behind.

They approach Deluge standing in front of a laboratory door. Deluge giddily announces the success of their experiments, saying that their venture into the creation of deliberately tortured life-forms has produced a startlingly intelligent and malicious specimen at a one-in-a-thousand chance. Inside the lab, Bombshell sits on a med-table while two others lay prone. Megatron asks him his name, location, and purpose, to which he replies with, "Bombshell", "Cybertron", and "torment". This pleases Megatron, who says that there is someone he wants him to meet.

On present-day Cybertron, the Autobots are on the move in vehicle mode. Kup sits on Roadbuster's hood while Perceptor keeps watch in the back. Kup asks Jazz to relate what happened "from the beginning".

With Optimus Prime and Megatron on the same planet, the front lines have been redrawn into an escalated stalemate. Everyone is looking for a way to tip the balance, but the Decepticons are staying out of sight and no longer exhibiting their usual tactics of manipulation and facsimile-usage. Then the Autobots get a break: Mirage delivers news of an apparent power struggle between Megatron and Starscream that is verified by other sources. Thinking the Decepticon ranks have been split, the Autobots invest all of their forces in an attack on Starscream's location. They believe that they will outnumber the handful of Decepticons with Starscream, and they are impatient to get back into action.

But as they prepare for battle in a canyon, they are suddenly attacked from above. Megatron and Starscream stand together as the Decepticons, Constructicons, and three primary Insecticons swoop from the canyon edges onto their Autobot prey. The Autobots fight back courageously, but the Decepticons play their trump card: Devastator. Unprepared for a gestalt, the Autobots fall and Megatron tears the Matrix from Optimus Prime's chest.

Kup cuts Jazz's story short with a call for a break. The Autobots stop and transform, spreading out into the ruined landscape. Kup says that he'll give the unseen Blurr and Drift time to scout around them before they move on. Jazz hopes that they'll make it to base without a sign of the swarm, but Kup wonders if they're trying harder to outrun the swarm or to outrun their own mistrust and tension. Inside a small building, Sideswipe tries to talk to Sunstreaker, but Sunstreaker wants to be left alone. Sideswipe says that they need to put their old rivalry behind them, and that's not the only thing. Sunstreaker asks what he's talking about, and Sideswipe tells him that he and Ironhide are just making things worse. He tries to sympathize with Sunstreaker over the pain of the Headmaster incident, but even that quickly turns into an accusation: The Autobots had managed to reverse the process that bonded Sunstreaker with Hunter O'Nion, but Sunstreaker had turned his back on Hunter. As Sideswipe describes the way Sunstreaker had once been merged with the human, Sunstreaker shouts back that the matter is completely irrelevant and that he never ever wants to hear about it again.

Meanwhile, Jazz continues his story...

The Decepticons are gloating at them, laughing. Optimus Prime has been tortured to the point of hardly being able to stand up, and Devastator still looms over them. But the coup de grâce to their morale is the Decepticons' announcement that the Autobots have been betrayed by one of their own. Prime bears the news particularly badly. The Autobots are taken to a wormhole device created by the Insecticons and all the Autobots are to be dropped through to Cybertron, where the swarm will feed upon them. Two Decepticons, Dirge and Deluge, go through first, and the Autobots follow. Last through is Optimus Prime, who summons enough fight to sabotage the portal even as he is falling through. With the portal sealed and Prime lying nearly dead on the Cybertronian ground, the Autobots turn toward the two Decepticons who are suddenly trapped in hostile territory.

Jazz explains that with no energon or means of escape, the Autobots could only hide. Luckily, the storms had gotten considerably less severe than they used to be, merely causing constant pain instead of deactivation.

Ironhide notices Sunstreaker storming off and stops him. Ironhide asks him what's wrong, and Sunstreaker describes Sideswipe's attempt to talk to him. He relays Sideswipe's accusation that he and Ironhide are taking things too far regarding Mirage, dividing the group. This only enrages Ironhide, who fumes that he hasn't taken things far enough. He walks up to Mirage and grabs his arm, slamming him against a wall and punching his face. Sunstreaker tries to dissuade Ironhide ("The others will see"), but Ironhide ignores him and accuses Mirage of tearing the group apart. Mirage tells him he's not going to fight, but that suits Ironhide just fine, and he punches him again. Mirage says that he didn't betray the Autobots, that he just overheard Starscream talking. Ironhide says that that's awfully convenient, and Mirage retorts that overhearing information is his job. Ironhide accuses him of never having really been an Autobot. Mirage says that disagreeing with "certain elements" of the war doesn't constitute treason, but Ironhide declares that he doesn't deserve to wear the Autobot badge. In demonstration of the point, he beats Mirage's chest-sigil into unrecognizability, punches him in the face again, and kicks his head when he falls, all the while declaring that Prime is dying because of him.

By this time, other Autobots have arrived, but Ironhide simply stalks off as they look on in shocked silence.

Featured characters

Characters in italic text appear only in flashbacks.
(Numbers indicate order of appearance.)

Autobots

Decepticons

Humans

Jazz (10)
Sunstreaker (11)
Bumblebee (12)
Sideswipe (13)
Ratchet (14)
Ironhide (15)
Springer (16)
Perceptor (17)
Kup (18)
Roadbuster (19)
Mirage (20)
Wheeljack (21)

Optimus Prime (22)
Cliffjumper (23)
Prowl (24)
Hound (25)
Trailbreaker (26)
Tracks (27)

Frenzy (31)
Ravage (32)
Viewfinder (33)
Dirge (34)
Scrapper (35)
Hook (36)
Devastator (37)
Scorponok (39)
Spectro (41)
Soundwave (42)
Spyglass (43)

Abraham Dante (38)
Hunter O'Nion (40)

Quotes

"He knows what he's doing."
"That's what bothers me."

—Skywarp and Thundercracker have read their own bios.

"A portal, a wormhole... one-of-a-kind."
"Our side's been trying to build—"
"Exactly."
"If Ultra Magnus knew—"
"I know."

—Jazz and Kup need not mention, especially to the audience apparently, what Ultra Magnus would do if he knew about this.

"I didn't sell us out! I overheard them talking—I'm a scout! I overheard Starscream—I don't know!"
"Pretty convenient. You overhearin'."
"I'm a scout, how is that—"

—Mirage and Ironhide, debating the merits of doing one's job.

Notes

Continuity notes

Both the Autobots and Decepticons on Earth are seen to have bolstered their numbers considerably, post-Revelation.
The fates of Dirge and Deluge were left unclear until the publishing of "Stick Together" three years after this issue revealed that the Autobots left them to fend off the Swarm on their own.
This is the first issue of the series to attempt to rectify some of the continuity issues with Simon Furman's work. Facsimiles are briefly mentioned, as is the environmental damage Cybertron suffered from Thunderwing (with a mention that Cybertron is slowly healing); Starscream, Skywarp, and Thundercracker appear in their F-22 bodies from Infiltration in the flashback; Sunstreaker's tenure as a Headmaster is a major point; the bitter rivalry between him and Sideswipe is also mentioned and dealt with; and flashbacks include Abraham Dante and Hunter. The environmental issue is addressed rather clumsily, as the reader must accept that the storms had died down tremendously just in time for the Autobots to be stuck there, and that the Autobots had been walking around in pain all the while without mentioning it at all. The Transformers: Ironhide would retcon the environmental improvements as the work of Alpha Trion.
The ambush plan relied upon Optimus Prime (as well as two unit commanders) thinking it would be a good idea to send the entire Autobot force after a handful of Decepticons in an enclosed space with no back-up, then declining to orbital-jump away when the battle went south. And yet the ambush worked!
- Issue #15's first story would imply this happened because Optimus let himself be talked into it by Ironhide, instead of following more cautious advice from the likes of Prowl.
First appearances: Deluge, Dirge

Transformers references

On page 5, panel 1, a cracked lamppost is an homage to Soundwave's original The Transformers cartoon Cybertronian alternate mode.

Errors

Based on the dialogue and blocking of subsequent panels, Thundercracker and Skywarp's colors might be swapped in the first panel of page 2.
In the flashback sequences, Cliffjumper is missing the checkerboard patterns on his arms.
The Insecticons are seen being created after Revelation, in spite of Bombshell being with the Decepticons as far back as just before Cybertron became uninhabitable and Kickback being around at the very beginning of the war.
- Years later, Robots in Disguise #21 would acknowledge that the first Bombshell was a separate individual from the second Bombshell.

Trivia

E.J. Su drew the flashback sequences for this issue.
Deluge is the only Generation 2 character to appear in All Hail Megatron. Some fans suspected that E.J. Su had drawn him into the scenes of his own accord, but Su confirmed that Deluge was specifically part of the script.^[1]
Assuming that Bombshell is correct, the Decepticons had a working laboratory on Cybertron even earlier than the Autobots' arrival. So at what point, exactly, did Cybertron jump from being an instant deathtrap to merely having a disagreeable climate?
Prime's sacrifice is of dubious merit. All of the Autobots had already been transported, and the Decepticons were presumably going to close the portal after them anyway, as it was the Decepticons' stated intention to leave them to the Swarm. All Prime really did was guarantee that the Autobots had no way out. Even damaging the wormhole machine is a limited gain, since there's no reason the Decepticons can't rebuild it. Of course it's possible Prime knew they could rebuild it and simply thought he could slow down their efforts (which he technically does).

Covers

Cover A: Ironhide accusing a fallen Mirage; art by Casey Coller and Joana Lafuente.
Cover B: A fallen, shattered Optimus Prime; by Trevor Hutchison.
Cover RI: Pencil sketch of Sideswipe by Guido Guidi.