Out in the vacuum of space, the Underbase travels ever closer to Earth. It is so powerful that its merely grazing the atmosphere of a planet will extinguish all life upon it.

Chapter One

On Earth, the Aerialbots are the first to respond to the alert beacon triggered by Buster Witwicky. Seeing the responsible party, they quickly radio back to the Ark and Fortress Maximus. A full Autobot response battalion arrives within a matter of minutes. Spike is reunited with his brother only to find him on the brink of death. He places Buster within a heating unit in Fortress Maximus's chest to fight off the effects of exposure and frostbite. As the Autobots gather their wits enough to question the situation at hand, though, they are treated to a full scale Decepticon attack, as Ratbat and Scorponok have detected their approach.

The following battle is quick and merciless, and comes to a stop only when Ratbat ends up confronting Fortress Maximus and his own former prisoner, Buster. Buster outlays what Starscream told him before departing, and makes Ratbat see reason about putting his feud with the Autobots on hold until the larger issue can be dealt with. The various faction leaders agree to work together and make a space-worthy craft to hunt down Starscream.

Chapter Two

At the edge of space, the most treacherous Decepticon of all leaves his star cruiser to bathe directly in the light of the Underbase's powerful knowledge and knowledgeable power. Before he absorbs much, however, he is blasted out of the way by Optimus Prime, manning the guns on the island starship. Unfortunately, that momentary exposure was enough to supercharge Starscream, and he manages to grab hold of the entire star cruiser he stole and toss it straight through the island ship, leaving the combined armies crippled and stranded in space, and the Decepticons in particular without any means of star travel from then on.

Chapter Three

For some reason, Starscream chooses to let them live, drifting helpless in the vacuum of space. He also chooses to return to Earth and attack it instead of chasing down the Underbase to fulfill his lust for power. He also announces in advance the exact set of cities he plans to assault. Clearly, the "knowledge" part of the Underbase takes awhile to set in.

Optimus Prime enacts Plan B and summons the Ark to pick them all up and speed back to Earth ahead of Starscream. As the factions begin splitting into teams to cover Starscream's previously identified destinations, Optimus makes the stunning announcement that he will stay aboard the Ark and not confront Starscream. The Decepticons quickly dismiss this as pure cowardice, and leave for Earth in disgust.

"Never again shall you take up catalog space that could be devoted to my magnificence!"

In New York City, Tokyo, and Buenos Aires, Autobots and Decepticons alike confront Starscream one after another and in groups, but ultimately he slaughters them all. The only difficulties he runs into are the Pretenders and those who are binary bonded, as the organic outer shells and bonding prove somehow resistant to his destructive energies. As the battles continue, both Ratbat and Scorponok become suspicious that Optimus Prime's alleged cowardice might actually be greed to capture the Underbase for himself, and abandon their respective battles to return to the Ark and confront him.

Aboard the Ark, Optimus Prime and Hi-Q are guarding Buster Witwicky, while constructing a rocket with reflective panels, designed to catch the Underbase and change its course. Buster makes the mistake of radioing his brother during the battle, though, and Starscream realizes the potential threat an absent Optimus Prime poses to him. He takes off for space to intercept the Autobot leader and the Ark.

Chapter Four

Ratbat and Scorponok arrive on the Ark and confront Prime. After Scorponok blasts Prime and annihilates Ratbat, he heads off to reach the redirected Underbase on his own. Optimus manages to replace his Powermaster engine in time to go after Scorponok, and physically drags the two of them out of the Underbase's path. Starscream arrives just in time for the Underbase to hit him instead of Earth. The combined power of the Underbase mutates Starscream until he is overwhelmed with power, and is obliterated.

In the aftermath, Optimus Prime explains to Scorponok that he learned his lesson about the Underbase millions of years ago. He arranged for the reflector rocket and for Buster's "ill-timed" radio message to Fortress Maximus in order to lure Starscream back out into space, where he would surely try to take all of the Underbase's power and destroy himself. The Cybertronian leaders part in peace, but Scorponok makes it clear that the war will begin anew, tomorrow...

Featured characters

(Numbers indicate order of appearance.)

Autobots	Decepticons	Humans	Nebulans
Air Raid (2) Skydive (3) Fireflight (4) Fortress Maximus (20) Grimlock (21) Gears (22) Beachcomber (23) ? (24) Bluestreak (25) Cosmos (26) Cerebros (27) Ratchet (29) Perceptor (30) Omega Supreme (31) Warpath (32) Hoist (33) Jetfire (34) Optimus Prime (35) Sideswipe (36) Powerglide (37) Blaster (38) ? (41) Mirage (42) Hound (43) Slingshot (44) Tracks (45) Slag (50) Swoop (54) Snarl (56) A Throttlebot (57) Silverbolt (59) Brawn (60) Goldbug (61) Jazz (62) Searchlight (67) Freeway (68) Chase (69) Rollbar (70) Wide Load (71) Sludge (74) Scattershot (81) Strafe (82) Nosecone (83) Afterburner (84) Lightspeed (85)	Tantrum (5) Octane (6) ? (7) Horri-Bull (8) Weirdwolf (9) Astrotrain (10) Ratbat (11) Soundwave (12) Scorponok (13) ? (14) Blitzwing (15) ? (16) Overbite (17) Mindwipe (18) Starscream (19) Buzzsaw (39) Laserbeak (40) Blot (46) Tentakil (47) Finback (48) Skullgrin (49) Snapdragon (51) Apeface (52) Slugslinger (53) Bugly (55) Nautilator (58) Seawing (63) Snaptrap (64) Skalor (65) Thundercracker (72) Skywarp (73) Divebomb (75) Razorclaw (76) Headstrong (77) Bomb-Burst (78) Rampage (79) Iguanus (80) Rippersnapper (87) Cutthroat (86) Hun-Grr (87)	Buster Witwicky (1) Spike Witwicky (28)	Hi-Q (66)

Quotes

"Oh beautiful light -- illuminate my brilliance with your own! Bathe me in your glorious, galaxy-shattering glow! For I am yours, and you are mine -- and no one can stop our union... least of all, the Transformers!"

—Starscream courts the Underbase

"Come to me, my priceless beauty! Blind me with your awful light! Thrill me with your darkest secret! Fill me with your unholy power! Give yourself to me!!"

— Starscream's wedding night

"You have dared to strike me, Transformers... and for that affront you shall pay most dearly -- I sentence you to drift in interstellar space for all eternity, until you return to the cosmic dust from which you came!"

— Starscream continues to wax grandiose

Ratbat: "Bah! The Autobots have a weakling for a leader, not a warrior!"
Scorponok: "The Autobots have exactly who they deserve!..."
Optimus Prime: If only I could believe that, Scorponok, if only I could believe...

"He... he wiped them out -- all of them!"
"Our plan allows for casualties, Fortress Maximus."
"But they were living beings."
"Yes, they were. I suggest we begin Phase Two."

— Fortress Maximus is a lot more upset by Decepticon casualties than Soundwave is

"But it was I who rediscovered [the Underbase]! And it is I who will possess it! I go now to meet my destiny!"
"I think not, Ratbat -- you go to meet your manufacturer instead!"

— Ratbat meets his end, courtesy of Scorponok

"Optimus Prime and Scorponok -- you shall be the first to feel my new power! I shall disintegrate you utterly and scatter your atoms across the galaxy! I shall -- AIGGHH!!"

— the fully-Underbase-empowered Starscream makes a grand entrance, and - seconds later - a grand exit.

Notes

Artwork and technical errors

Some of the artwork is copied directly from "Totaled!". This includes:
- The entire sequence of Cerebros and Spike transforming out of their respective head modes.
- The background shot of Prowl under attack from Scorponok
- Grimlock cutting a Decepticon in half as Fortress Maximus considers a cease-fire.
Once again, Fortress Maximus's Autobots are completely absent from the first half of the issue, most notably from the Autobot-Decepticon battle; only the older toys are shown getting their tails handed to them.
Cerebros' name is misspelled as "Cerebro" during the Cerebros transforming shot.
Page 11:
- Panel 2: Fortress Maximus has only 3 fingers on his left hand. Ratbat could have possibly eaten it off panel...maybe.
- Panel 3: Optimus is shown as being taller than Fortress Maximus and Scorponok. Fort should be quite a bit taller; Scorponok at least equally tall. Behind them, Hoist is the same height as Fortress Maximus.
Page 16: the characters are in outer space and should be communicating by radio, but Optimus and Ratbat have standard speech bubble leaders instead of the zig-zag version.
Page 33, panel 1: Scorponok is block-colored gray, but with a red antenna - it should be orange.
Page 35, panel 4: Scorponok is missing one of his head antennas.

Casualty Notes

"Kill 'em all; let Hasbro sort 'em out."

This issue features the biggest battle toll of any issue, including the battle with Unicron. The confirmed casualties are:
- The Aerialbots
- Hound, Bluestreak, Mirage, Hoist, Brawn and Gears
- Goldbug
- Jazz
- The Seacons and Jetfire
- Blaster
- The Throttlebots
- Thundercracker and Skywarp
- The Dinobots
- The Predacons
- Laserbeak, Buzzsaw, Octane, Astrotrain and Blitzwing
- The Technobots
- The Terrorcons
- Soundwave
- Omega Supreme
- Ratbat
- And, of course, Starscream.
There's much evidence that there were even more casualties off-panel:
- After this issue, almost nothing but binary-bonded or Pretender characters appear in the story; many non-organic characters such as the Protectobots, Insecticons, Coneheads, Monsterbots and Combaticons are never seen again (within the G1 series). Many fans assume that this means everyone without an organic enhancement was destroyed.
  - Given how busy the narrative is destroying other characters, it's perhaps unsurprising that most of the Targetmasters, Headmasters, etc. don't actually appear in the big finale battle.
- Powerglide and Perceptor are both confirmed deactivated in "Yesterday's Heroes!".
- "On the Edge of Extinction!" shows that a variety of Autobots were on life support, including Skids, Wheeljack, Prowl, Sunstreaker and Ironhide.
The Marvel UK stories ran with this idea, showing more casualties:
- Most prominently, Prowl is shown to have been taken out by Starscream shortly after the Seacons in "Flashback!".
- Beachcomber is seen laying in Ratchet's repair bay in "Deathbringer"
- First Aid is confirmed deactivated in "The Greatest Gift of All!"
- Sunstreaker, Ironhide and Wheeljack are shown deactivated in "...Perchance to Dream".
- Tracks is shown as deactivated during "Makin' Tracks!".
Bob Budiansky's reasoning for the mass murder was that he needed a big end for the story, he had too many characters, and Hasbro wouldn't care about characters that didn't have toys for sale. And hey, they weren't getting any panel-time these days anyway, "so they were already just about dead". [1]
Prime refers to the casualties as "destroyed", but later issues make it clear that at least some of them could be repaired. The Dinobots, Jazz, Goldbug, Blaster and Silverbolt are all revived later in the series. Ratchet is also seen working to restore Omega Supreme and others. The task of repairing them all will have consequences very shortly.
Soundwave is explicitly blasted by Starscream, but apparently either survives unscathed or is promptly repaired, as he soon appears in later issues. This is never explained (he has no organic components to ensure his survival), other than Soundwave is BADASS!
This is clearly Slingshot's worst day ever. He gets left behind by his fellow Aerialbots when they go pick up Buster, is ionically disrupted by Astrotrain, transforms into jet mode only to get strafed by a Decepticon flying patrol, and finally is fried battling Starscream. Some people just can't catch a break.
The Seacons get axed 3 issues after their debut appearance (though Marvel UK had them appearing sooner). Even Nemesis Breaker lasted longer than that.

Continuity errors

Starscream (and Ratbat) both state that nobody present could travel from the wreckage site to Earth. Astrotrain and Omega Supreme are both present; their comic incarnations lack the unlimited deep space travel capabilities of their cartoon iterations, but both are space-flight capable and - with enough time - could eventually return to Earth.
The next issue shows Seaspray among the survivors, though by the time "The Greatest Gift of All!" saw print, he is shown and referred to as deactivated.

Continuity notes

This issue is double-length in honor of its milestone issue number. Accordingly, it also cost 50 cents more than a standard issue.
- To accommodate this extra length, the UK comic printed the story across three issues instead of the usual two.
Optimus Prime returns to the US cover corner box, although it's his original form as it appeared on issues #5-29. This image of Prime will remain in the corner box for the next 25 issues.
Starscream's actions would inevitably haunt the Decepticons for some time when he was reborn. Several Decepticons would actually desert in various continuities, because Starscream was among them.
With Ratbat's demise, Scorponok is now in charge of all the Decepticons of Earth. Since most of them were wiped out in this issue, it's not much of a promotion.

Real-life references

In the battle in New York, Starscream declares "The Power Cosmic is mine!" The Power Cosmic is well known in the Marvel Universe as the power wielded by Galactus and his heralds, and the power Starscream gained from the Underbase is certainly comparable.
While New York and Tokyo are obvious symbolic targets because of their high populations, Buenos Aires makes Starscream's list because that's where artist Jose Delbo hails from.
Most of the New York battle occurs on and around the Brooklyn Bridge. In Buenos Aires, Starscream flies over Avenida Nueve de Julio and lands atop the city's famous Obelisco de Buenos Aires (and later hurls it at Fortress Maximus.)

Bot Roster

Autobots: Of 80 active, 31 are confirmed offline and 22 will later be confirmed survivors, leaving 27 MIA, presumed offline. (80 total)
Decepticons: Of 71 active, 26 are confirmed offline (including Soundwave who is soon shown active again) and 20 will later be confirmed survivors; leaving 25 MIA, presumed offline. 4 previously offline/missing. (75 total)

Courtesy of my...

Buzzsaw cannon-blasts Omega Supreme.
Astrotrain ionically disrupts Slingshot.
Octane scorches Mirage.
Blot acid-bathes Tracks.
Jetfire hits Starscream with particle beams and a heat-seeking missile.
Jazz fires "hot photons".
Blaster's electro-scrambler makes yet another appearance.
Soundwave fires his concussion blaster.

UK printing

Issue #208

The first two pages of "Dark Star" aren't here: they ran in #207, padding out the end of "Cold War!"
Back-up strips: Action Force - "Desperate Moves" and Combat Colin
Classic Covers Calendar: The third in a series of monthly calendars that showcased inks from covers of yesteryear with new colours. This March edition used Barry Kitson's inks from issue 138.

Issue #209

Back-up strips: Action Force - "Desperate Moves" and Combat Colin

Issue #210

Back-up strips: Action Force - "Desperate Moves" and Combat Colin

Covers (4)

US issue #50 cover: Starscream supreme, by José Delbo and Danny Bulanadi.
UK issue #208 cover: Starscream bathing in the Underbase, by Andrew Wildman.
UK issue #209 cover: Starscream on the attack, by Geoff Senior.
UK issue #210 cover: Scorponok, having just blasted Prime, by Andrew Wildman.

US issue #50 - He may be powered up, but he's still only got one ear.
UK issue #208 - Starscream needs to learn to share his toys.
UK issue #209 - Sure Prime, sure...
UK issue #210 - Mummy, what's the bad man doing?

US

Ultra Games - inside front cover
Top Gun remote controlled airplane - between pages 4 & 5
Nintendo Game and Watch - between pages 5 & 6
Studio 4 Home D.J. Machine - between pages 7 & 8
Capcom 1943 video game - between pages 8 & 9
American Comics - between pages 32 & 33
East Coast Comics - between pages 33 & 34
Bullpen Bulletins and checklist - between pages 35 & 36
Acclaim Wrestlemania video game and other WWF games / Quickshot joystick - between pages 36 & 37
The West Coast Avengers #42–46: Vision Quest
X-Men, Alpha Flight and the New Mutants in The Asgardian Wars
Epyx 500XJ joystick - inside back cover
Nintendo games: Bubble Bobble, Renegade, Sky Shark, Operation Wolf (back cover)