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Here's how Megatrain betrayed Spencer in Thomas' Place as a Prime.

Spencer: Once we find your machine and bring back your army, the world we'll be ours!

Megatrain: Ours? [laughs]

Spencer: What's so funny?

Megatrain: I used you. So you can help me kill Tirek.

Spencer: What?

Megatrain: Besides, who said that anyway?

Spencer: You did.

Megatrain: Yes. But it was not meant to be.

Spencer: You sold me out? [then J.J.'s words hit him]

J.J.: [in Spencer's mind] You can't do this Spencer! He'll betray you! It's what's inside that counts!

Megatrain: You were created by humans, to obey humans. We can never be partners.

Spencer: But you said we were partners!

Megatrain: You, were the one who chose my side. You made the choice to side with me, you made the same mistake I did when Tirek was working with me. He betrayed me, I betray you. [he walks away]

[our heroes manage to break out of the cage]

Terence: Spencer, you saw this comin' didn't you?

Spencer: I didn't, I truly didn't. Now I know how Ernie feels.

Steamy: Spencer, you may hold the key to the world's survival. Yav' got ta' tell the others wer' Megatrain is goin'. You know wer' his machine is.

Spencer: You're right, I must stop this traitor from destroying this world! [he blows his whistle bravely and starts racing off to find the others]

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