At the conclusion of the first season, Optimus was upgraded by the Thirteen Primes when the Fallen arrived on Earth, during which he gained a body that closely resembles his "Beast Hunters" form. After the Fallen was seemingly destroyed, Optimus Prime remained with Bumblebee's group, though he stated he would only do so as Bumblebee's "equal", rather than his leader. However, the Thirteen subsequently reclaimed the additional power they granted him, leaving him weakened but still determined to aid the team.