Gears goes to spy on the Decepticons and meets Spider-Man. The Autobots then engage the Decepticons outside the base while Gears and Spider-Man sneak inside. They manage to rescue Sparkplug but it is later revealed that he gave the Decepticons what they needed.
Jim Salicrup
Frank Springer
Kim DeMulder / Mike Esposito
Nel Yomtov
Release date
Autobots featured
Optimus Prime, Gears, Ratchet, Hound, Sunstreaker, Brawn, Cliffjumper, Windcharger, Huffer
Decepticons featured
Megatron, Starscream, Thundercracker, Skywarp, Soundwave, Rumble, Frenzy, Ravage
Humans featured
Spider-Man, Buster Witwicky, Sparkplug Witwicky
Origin of
Death of
First appearance
Locations featured
Oregon, USA
Story synopsis
The Decepticons attack the army that circles their fortress base, and swat the air force out of the sky as well. Meanwhile, Spider-Man runs into Gears, who he assumes is one of the villains of the piece until the Autobot intervenes and saves some humans. The pleasantries over with, Gears introduces Spider-Man to Optimus Prime and the rest of the Autobots and they agree to join forces to save Sparkplug.

Spider-Man, in disguise, drives Hound past the army front line, with the rest of the Autobots following behind. When they transform, the army opens fire on them, as do the Decepticons, and a big brawl ensues. Gears and Spider-Man split up from the main group and infiltrate the Decepticon fortress from the rear entrance. However it’s a very steep drop off the side of the cliff and Gears falls, but Spider-Man catches him just in time with one of his webs.

They sneak into the base and with some good teamwork they take care of Rumble, Frenzy, Ravage and Soundwave in turn. Finally they come face to face with Megatron, and Gears frees Sparkplug. But Megatron blows a hole in the floor with his fusion cannon and Gears and Sparkplug fall to the valley far below. Spider-Man shoots a web to each of them but this time the load is too heavy, and the web holding Gears snaps, sending the mini-Autobot falling to his doom.

Back at the Ark Buster and Sparkplug have a tearful reunion. Spider-Man wishes the Autobots good luck and bids them farewell. Ratchet manages to just barely revive Gears, who informs the gathered Autobots the bad news that Sparkplug supplied the Decepticons with the fuel that they desired…
This issue zips along very nicely indeed. The action is snappy, and Spider-Man, though not a natural co-star, swings and wisecracks his way through the issue with aplomb. Gears gets a welcome starring role too. The scene where Spider-Man tries to save Gears and Sparkplug with his web shooters as he clings to the side of the mountain is filled with tension, and is quite touching, as Gears says: “Mission accomplished…friend!” before falling to his ‘death’.

This issue was reprinted in Collected Comics 2, The Complete Works Volume 2, and the Titan Trade Paperback ‘Beginnings.’
Character development
Gears seems very grumpy when we first see him in this issue: “How did I get stuck with this scouting mission? What do I care about these pesky little creatures?” However, the script also confirms that “despite his gruff exterior, Gears reacts as any noble Autobot would when innocent lives are threatened.” His profile in the Transformers Universe explains: “Gears is the complainer in the group: He absolutely hates the Earth and everything about it and he is eager to let the others know this. He is a self-proclaimed misfit, the type who finds fault in everything and everyone, even himself.” It also describes him as “an excellent reconnaissance agent” which would explain why this issue sees him scouting the area.

Frenzy shows compassion for his brother Rumble when he exclaims: “You’ll pay for striking my brother!” to Brawn and, “Fear not brother, I’ll see that you are restored to fighting strength!” before carrying him back to base.

We get a little teaser of Soundwave’s loner tendencies when Gears taunts: “What do you know about friendship Soundwave? I hear that even your fellow Deceps can’t stand you!” This obviously has a lot to do with his mind-reading abilities and propensity for blackmail.

Spider-Man initially assumes Gears is one of the bad guys, showing he’s prone to confusing ‘bots and ‘cons just like the rest of the human population. However, he and Gears quickly become good buddies, though Spidey remains aware of the weirdness of the situation he is in at all times. He’s not afraid to take on the Decepticon big guns, including even Megatron. He’s quick to swing to the rescue of Sparkplug and Gears, and seems genuinely saddened by Gears’ fate. Upon seeing the Ark, the science geek in him marvels at its technology. Oh, and he’s very funny, but we knew that anyway.

This is the first time we see Skywarp use his teleportation powers. He vanishes from an airforce jet’s sights only to appear above his quarry, where he then transforms into his robot form to land on the jet and dramatically tear it apart. This extremely nifty trick is explained in the Transformers Universe: “what makes him unique is his ability to instantly teleport himself a maximum distance of 2.5 miles.”

Gears is shown with the ability to jump great distances, and able to land by “creating a cushion of compressed air under his feet.” He also seems very tough, and in a short space of time he knocks Soundwave unconscious, punches out Ravage, catches a tank, tears through a wall and punches through a blast door. His profile confirms that “Gears has tremendous strength and endurance.”

Sunstreaker uses a “shoulder-mounted, laser-guided, ground-to-air missile” to hit Skywarp out of the sky. Once again the Transformers Universe is extremely accurate: “Each missile is the equivalent of 450 lbs. of TNT and can down a Decepticon jet fighter at a maximum distance of 37.5 miles.” Whilst he does this Sunstreaker boasts: “This proves that I’m Cybertron’s greatest warrior!” which is probably a hangover from his gladiatorial combat days back on his homeworld.

Frenzy and Rumble are brothers.

Frenzy knocks out Brawn, one of the toughest Autobots, with a “high-pitched grating sound” that “disrupts the electrical flow within Brawn’s circuits.”

Megatron has the capability to detect Gears and Spider-Man entering through the rear of the fortress with his internal sensors.

Gears is soon revived to “minimum operating level” by Ratchet. When previously Gears gets smashed to pieces and the Autobots gather up his parts, the humans are struck by how cold and unfeeling the ‘bots appear to be. “Don’t you even have mechanical hearts?” Sparkplug asks them. What follows is a small glimpse into the Transformers concept of life and death, and how Gears, in his current demolished state, is neither. Prime says: “The humans don’t understand! Our form of life is vastly different from theirs.” This is the first time the subject is covered in the comic, and as it pans out many more Transformers will become casualties in some way or other, and then revived at a later date. It seems unless there is permanent damage to a Transformers’ brain module (see Shockwave in issue 147), a deactivated Transformer can be brought back on line, whether by medical (Ratchet) or mystical (the Matrix) means. The fact that the Autobots seem unemotional in this instance would seem to suggest that Gears’ situation is not serious, as future stories will show that Transformers can be anything but ‘unfeeling’ when someone close to them perishes.

Spider-Man namechecks Reed Richards, the leader of the Fantastic Four.
Good quotes
Gears – “Shoo! Go away! You’re endangering my mission!”
Spider-Man – “Well, we wouldn’t want that to happen! Don’t tell me – you want to take over the world! Am I right?”
Bad quotes
Story rating
5 star
Art rating
4 star
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