Ultra Magnus, a cursory evaluation of Decepticon capabilities indicates a distinct tactical deficiency.
Ultra Magnus In other words, Perceptor—
Ultra Magnus Springer, you and Arcee transform Autobot City. Perceptor, tell Blaster to radio Prime for reinforcements.
[speaking quickly]
What about me, Magnus, what about me? Huh, huh? I can help. I wanna help. What about me?
Ultra Magnus Blurr, you can help me alert the others.
[speaking quickly]
Absolutely, positively, definitely! Nobody can get the job done faster than I can! Nobody, nobody, nobody!
Come on, Arcee, let's go!
But Hot Rod and Kup are still outside the city.
We can't wait, they'll have to take care of themselves, come on.
I fear the wounds are... fatal.
Do not grieve. Soon... I will be one with the Matrix.
Ultra Magnus. It is to you, old friend, that I shall pass the Matrix of Leadership, as it was... passed to me.
Ultra Magnus But Prime... I'm... I'm just a soldier. I'm not worthy.
Nor was I. But one day... an Autobot shall rise from our ranks... and use the power of the Matrix... to light... our darkest hour.
[Prime's chest compartment opens to reveal the Matrix. Awed, the Autobots take a step back] [last words]
Until that day...'til all are won.
[Optimus tries to give the Matrix to Ultra Magnus, but it falls until Hot Rod catches it. Hot Rod gives the Matrix to Ultra Magnus, right before Optimus dies]
I, Galvatron, will crush you just as Megatron crushed Prime!
Ultra Magnus And you'll die trying, just like Megatron!
S Scourge
You want to me to gut Ultra Magnus?
There are plenty of Autobots for you. Ultra Magnus is mine!
Ultra Magnus Blurr, get the Dinobots in the shuttle!
[speaking quickly]
I'm trying to get the Dinobots into the shuttle, Ultra Magnus, 'cause I know we can't launch the shuttle until I get them into the shuttle, but I can't seem to get them in the shuttle 'cause they're impossible, impossible, impossible!
Ultra Magnus Okay, forget it! Kup, Hot Rod - you guys get the Dinobots aboard and get out of here!
[lassoing Grimlock's neck]
Come on, you big bozo, get in the shuttle.
[Kup and Hot Rod's spaceship crashes in flames in the middle of a heated battle]
Kup and Hot Rod just bought it.
Ultra Magnus I can't deal with that now!
Face it Magnus, the Decepticons are gonna dog us till they see us dead!
Ultra Magnus Then that's exactly what they're gonna see. Prepare for emergency separation!
P Precepter
But that's too dangerous!
Ultra Magnus What choice do we have?
Did we have to let them detonate three quarters of the ship?
Seeing as how they would have detonated four quarters, I think it was a good choice.
But how are we going to get there in this wreck?
Ultra Magnus Perceptor, can you locate a place a set down for repairs?
Gamma waves in this sector of space create marginal navigational probabilities, however...
[Ultra Magnus and Springer look impatient]
Ahem, yes, I believe I can. The planet of Junk is in this vicinity.
Ultra Magnus Then let's go for it.
