The 14th episode of Transformers Prime aried on The Hub on the 7th May 2011. The episode was titled Out of his head and continued directly from the end of the 13th episode, Sick Mind.

The overall story of episode was the return of Megatron. At the end of Sick Mind, Megatron's consciousness was trapped within the body of Bumblebee. In this episode the viewer would watch on as Megatron took control of the Autobot scout and then reclaimed his own body from the Decepticons. The episode also included a few additional links to previous episode.

The episode begins with Optimus Prime a "health check" from Ratchet to see how the leaer of the Autobots is recovering from the virus he caught the previous week. Time skips on and Bumblebee is playing a game of Basketball, Cybetronian style, against Bulkhead but the Autobot scout keeps getting flashes of Megatron's memories as the Decepticon leader tries to take control of his mind.

Having forgotten to pick up Raf for school, Bumblebee tells Ratchet of his symptoms and the Autobot medic forces Bumblebee to shutdown to try to help him rest his mind.

Whilst this has been going on, Starscream comes up with a new scheme to prove to the Decepticons that he is the rightful replacement for Megatron and so the scene switches back to the Autobot base where Agent Fowler informs the Autobots that the Decepticons have stolen a lense that was meant for a powerful space telescope. The lense is fitted with a tracking device which the Autobot's used to determine that the Decepticons have taken it to the North Pole and a huge Energon deposit. The Decepticons are planning on using the lense, as a part of a lazer, to melt the ice caps and gain access to the Energon deposit. Agent Fowler warns the Optimus Prime of the disastrous consequences of allowing such a plan to work. As such, Optimus Prime, Arcee and Bulkhead ground-bridge back to the artic whilst Ratchet stays behind.

Upcon arriving at the Artic, Arcee comments on how much warmer it is compared to their previous visit in episode 7, Scrapheap. It is not long before the triumvirate locate the Decepticon spaceship and start planning their assualt.

Meanwhile, back at Autobot HQ, Megatron takes control of Bumblebee's body and ground-bridges himself to the site of the "zombie battle-field" where Optimus Prime and Ratchet took on the Decepticon leader in the events that took place within the Darkness Rising episodes. Megatron is after the Dark Energon that is the only thing that will enable him to bring his body back online. After locating the shard he used to raise the zombies, Megatron returns back to the Autobot base and proceeds to transport himself aboard the Decepticon cruiser, but not before attacking Ratchet and putting Raf to oneside. When Ratchet comes too, he and Raf ground-bridge after Megatron / Bumblebee with Raf explaining that Bumblebee is still conscious within his own mind as Megatron could not force any actual harm to Raf (in reality its a kids cartoon so they won't harm the children but it was a nice touch to include a mention within the dialogue to justify it).

As Ratchet follows Megatron, Optimus Prime starts to scale the ice using Bulkhead and Arcee as a diversion. It works and the Decepticons unleash Breakdown to stop the two Autobots. Optimus scales the ice and lauches himself onto the Decepticon ship whilst Arcee and Bulkhead battle it out below. Inside the ship, at the same time, Ratchet and Raf can not stop Megatron from transfering his mind back into his freshly revived body. Megatron leaves the two Autobots, as Bumblebee is now once again in control of himself, to a squad of Eradicons whilst he goes to settle some business for himself with Starscream.

Now onboard the ship, Optimus charges the laser in vehicle mode and manages to destroy it as well as damage the Decepticon spacecraft all in one blow. The explosion that follows not only throws the Autobot leader back down onto the ice, but also breaks up the fight between Arcee, Bulkhead and Breakdown. As Optimus lies prone on the ice Starscream, now in jet mode, prepares to make a final attack and finish Optimus off for good. As the angry Decepticon is about to fire his rockets an unlikely saviour emerges in the form of Megatron. Megatron collides with Starscream in his own jet form, dragging his minion back to the Decepticon base. The Autobots have tiem to re-group whilst Megatron takes his anger out on Starscream dragging him away by his head.

The episode concludes back at Autobot HQ with Ratchet completing another medical scan of Bumblebee who has now fully recovered.