Megatron Rising (2) Transformers: Animated : Season 1 Episode 16

Now that Megatron's body is rebuilt and designed to blend in on Earth, Optimus Prime, Prowl, and Bulkhead battle valiantly against him only to get brutally beaten. Then after punching Starscream, Megatron uses Sari's key to lead Lugnut and Blitzwing to Dinobot Island, unaware that Blackarachnia has beaten them to it.