The Transformers: The Movie/Transcript

THE TRANSFORMERS
			 THE MOVIE
			 Written by
			 Ron Friedman
			Story Consultant
			 Flint Dille
(C) 1986 Sunbow Productions, Inc.
Sunbow Productions, Inc.
380 Lexington Ave. Suite 1105 
New York, N.Y. 10168
(212) 687-2500
For a bound, printed copy, contact:
Script City, 8033 Sunset Blvd., Suite 1500, Hollywood, CA 90046
Tel. 213-871-0707 or 1-800-676-2522, Fax 213-871-9260
Transcriber's note:
 This is a mostly faithful copy of the original script for TF:TM,
 with many errors (like grammar errors) from the original text left in,
 though some (like spacing errors and obvious spelling errors) have been
 corrected.
 Note that many of the scenes and lines here did not make it to the
 final release of the movie, and some scenes were later added.
For images, sounds, movie clips, trivia, and more information about the
coolest movie ever, check out:
http://iocon.com/cj/tf/movie
-----------------------------------------------------------------------------
FADE IN
EXT. SPACE
A small planet glows in the light of its sun.
Suddenly, we hear a loud rumble, and see a thick, electronic
mist behind the planet...
Then, the electronic mist begins to engulf the planet, and we
hear the horrible sounds of destruction.
Almost like somebody, or something, is eating it.
							PUSH DOWN TO:
EXT. THE NEAR SIDE OF THE PLANET'S SURFACE
Strange robotic creatures scramble around the planet in a wild panic.
It looks like Pompeii must have looked as Vesuvius erupted.
ANGLE ON ONE OF THE CREATURES - TRACKING
The creature is KRANIX. We will meet him later on
in a very different context, but for now, he is
running from the ever-growing mist that threatens to
engulf him.
ANOTHER ANGLE - THE PANIC
As Kranix runs, another creature, ARBLUS, calls to him.
				ARBLUS
		Transform and flee, Kranix! You must warn
		all you meet of the horror of Unicron!
Suddenly, the pitiful creature is surrounded by the strange
energy cloud and it looks like his body has simultaneously caught
fire and been doused with acid.
				KRANIX
		Arblus! No!
ANGLE ON KRANIX
The mist threatens to engulf him too.
He transforms into a small rocket ship and...
TRACK WITH KRANIX AS...
He takes off.
As we rise higher and higher in the atmosphere, we see the horror
wrought by the hideous and still mysterious Unicron.
The planet cracks like an egg and rivers of lava leak out.
The energy cloud surrounds it and...
Dissolves everything...
... And when the smoke clears, we get our first look at Unicron.
It is horrifying.
A massive, metal orb with a gaping maw and a field of electricity.
PAN FORWARD to SHOW that this hideous planet is on a direct
collision course with...
MOONS ORBITING CYBERTRON IN DEEP SPACE
There are TWO MECHANISTIC MOONS orbiting the huge planet Cybertron.
But we are most concerned with a small, greenish metal one.
				NARRATOR
		It is the year 2005. The treacherous Decepticons have
		conquered the Autobots' home planet of Cybertron. But
		from secret staging grounds on two of Cybertron's moons
		the valiant Autobots prepare to retake their homeland.
CLOSER ON GREEN MOON
At first, we see nothing unusual or suspicious. Then, pulling
closer, we see that the top of the moon is covered with moon
camouflage "netting" and underneath it is a huge cache of
futuristic weapons.
This is the Autobot staging ground for an assault on Cybertron.
DOLLY THROUGH THE COMPLEX until we arrive at a Command Center
where several Autobots peer into monitors, running constant
surveillance on Cybertron.
ANGLE ON IRONHIDE
He peers into a monitor.
As he speaks, we see the monitor PAN to an area where a huge
Decepticon Symbol is emblazoned on Cybertron.
				IRONHIDE
		Every time I look into this thing, my
		circuits sizzle. I'm tired of this waiting
		game, Prime. When are we gonna start bustin'
		Deceptichops?
ANGLE ON OPTIMUS PRIME
He stands over a holographic map which shows various invasion
plans for Cybertron.
				OPTIMUS PRIME
		We still don't have enough Energon cubes to power a
		full scale assault, Ironhide.
				IRONHIDE
		Then let me make another run to Autobot City
		on Earth. I'll bring you back more cubes than
		you'll know what to do with.
ANGLE ON PRIME
He solemnly hands down an order
				PRIME
		Alright, ready the shuttle for launch.
ANGLE ON IRONHIDE
He raises a fist in a warwhoop!
				IRONHIDE
		YAHOO!
			(looking into monitor)
		Your days are numbered now Decepticreeps.
A SMALL MOON "MOUNTAIN"
Ironhide transforms and Races toward a mountain, which stands
about a half mile from the secret Autobot facility.
				OPTIMUS PRIME (V.O.)
		Jazz, report security status.
COMMAND CENTER - ANGLE ON THE CONSOLES
				JAZZ
		No sign of Decepticons in this sector, Prime.
				PRIME
		What about Moon Base 2?
				JAZZ
		Jazz to Moon Base 2.
PAN UP and through the sky to -
ANOTHER MOON
This is the second moon. It is much closer to Cybertron than the
first one. This is where Bumblebee and Spike are stationed.
				JAZZ (V.O.)
		Jazz to Moon Base 2.
ANGLE ON BUMBLEBEE AND SPIKE
They stand together a communication console. Spike is now 35
years old. Bumblebee looks as he has always looked, save for a
couple of funny bumper stickers on his tail: I (heart)
Cybertron. I (club) Decepticons.
				BUMBLEBEE
		Bumblebee and Spike here.
				JAZZ (V.O.)
		We're about to send up the bird.
		Any Decepticon shenanigans in your sector?
				BUMBLEBEE
		All clear, Jazz.
			(pause)
				SPIKE
		Hey, Ironhide, tell my son, Daniel, I miss him,
		and tell him I'll be coming home as soon as we've
		kicked Megatron's tail across the galaxy.
							CUT TO:
INT. THE SHUTTLE
Ironhide and Prowl sit at the controls, running a series of
pre-launch tests.
				IRONHIDE
		Will do, Spike.
ANGLE ON PRIME, CLIFFJUMPER, AND THE OTHERS
Standing at the Command Center, watching:
				PRIME
		Commence countdown, Cliffjumper.
				CLIFFJUMPER
		Five...Four...Three...Two...
THE LUNAR "MOUNTAIN"
Suddenly, smoke starts pouring out of the mountain.
				CLIFFJUMPER
		One....
Then, the "mountain" which must be made of paper mache or
something blows away revealing --
The shuttle!
				CLIFFJUMPER (V.O.)
		Liftoff.
Suddenly, the shuttle rips out of the ground in a ball of fire.
As it takes off, we realize this isn't any dinky shuttle, but a
massive ship, capable of carrying all the energon needed to
fight a war and an army to boot.
The screen is bathed in smoke and fire which slowly clears.
ANGLE ON PRIME
As he watches the shuttle shoot into the distance.
				PRIME
		Now, all we need is a little Energon
		and a lot of luck.
ANGLE BEHIND PRIME
We see a bank of computers. Suddenly, a small tape deck pops
open...
a cassette pops out and transforms into...
...Laserbeak who flies away unseen.
							DISSOLVE TO:
EXT. SPACE - LATER
The shuttle hurtles though a massive asteroid field.
				PROWL (V.O.)
		Slow down, Ironhide. We
		want to get to Autobot city in one piece.
							CUT TO:
INT. THE SHUTTLE
Ironhide is at the controls.
				IRONHIDE
		If I can dodge Dececpticon rays,
		I can sure as shootin' dodge a
		couple of asteroids.
Suddenly, there is a terrible BANG! on the side of the ship, and
the two Autobots are thrown from their seats.
				PROWL
		You were saying?
				IRONHIDE (irked)
		That wasn't an asteroid.
There is a blast of light and they turn to see...
ANGLE ON THE SHIP
The most powerful laser light anybody has ever seen cuts a gaping
hole in the side of the ship...
Then, when the light clears, a panel of the ship falls in and we
see -
MEGATRON!
In all his glory.
				MEGATRON
		Die Autobots!
Then, he transforms to Gun Mode, spins into STARSCREAM'S arms and
Starscream fires.
BRAWN
is cut in half by Megatron's blast.
ON PROWL
as SCAVENGER MELTS HIM DOWN.
THE INSECTICONS
...eat away at the hole in the shuttle to make way for...
...an ARMY of other Decepticons including Laserbeak who enter,
firing.
IRONHIDE AND RATCHET
While FIRING back are FUSED TOGETHER...
... then blasted apart and fall in smoking, glowing fragments.
ON STARSCREAM AND MEGATRON
As they enter the now empty ship, a number of Decepticons flood
past them, taking positions and searching for other living
Autobots.
				MEGATRON
		This was almost too easy, Starscream.
				STARSCREAM
		Much easier, oh mighty Megatron, than attacking
		the real threat: the Autobots moon base.
				MEGATRON
		You're an idiot, Starscream. Were we simply to
		wipe out that minuscule base, they could build another
		one. But when we slip by their security systems
		in their own ship and destroy Autobot city, the
		Autobots will be vanquished forever!
				IRONHIDE
		Fat chance, Megatron!
Ironhide pulls himself up and grabs onto Megatron who flings him
against the wall.
				MEGATRON
		Such heroic nonsense!
							DISSOLVE TO:
EXT. EARTH - CLOSE SHOT- MINIATURE RADAR SCREEN
A child's hands hold a scanner device which tracks a TRAVELING
BLIP across a star map towards a pulsing dot which represents the
Earth.
				DANIEL (V.O.)
		The Shuttle just zipped past checkpoint zeta.
ON DANIEL
Daniel, a classic twelve year old American boy watches the
portable viewer which is like an over-sized Boy Scout compass.
WIDEN SHOT to show he is at an old fashioned "fishin' hole" on
Earth - surrounded by weeping willows, assorted trees and shrubs,
and that his fishing pole is stuck in the dirt, the line floating
lazily out on the water.
				DANIEL
		Let's watch Ironhide land it, Hot Rod!
As Daniel runs to small skateboard-like device, hits a button,
and watches, it transforms into a hoverboard and rides it, like a
surfer up a steep, grassy hillside we change angle to feature...
HOT ROD
an "adolescent" Autobot. He is in robot mode, sitting with his
fishing rod held between two fingers, looking bored with it all.
				HOT ROD
		Talk about dull......!
Then, he tosses the rod into the water.
ON DANIEL RIDING HIS HOVERBOARD UP THE HILL
				DANIEL
			(calling excitedly)
		Hurry or we'll miss it!
HOT ROD
lopes up hill after Daniel.
				HOT ROD
		If you're gonna ride, Dan-O ...ride in style!
Hot Rod catches up with Daniel, scoops him off his hoverboard,
TRANSFORMS to automotive mode and RIDES OVER CREST OF HILL with
Daniel in the front seat.
ANOTHER ANGLE - ON AUTOBOT CITY
FOLLOW Hot Rod up and over a roadway leading around the perimeter
of Autobot City which becomes visible the instant Hot Rod clears
the rim of a hill. As they travel, we SHOULD also be getting a
sense of what Autobot City is all about.
(DESIGN NOTE: Autobot City looks like a federal energy project
gone mad. Here, the Autobots are trying to exploit every known
means of getting energy. The mountain is covered with solar
panels, windmills spin in the valley, oil derricks pump, and not
far away a hydroelectric dam catches millions of volts. Near all
of these various things are energon compressors, which turn the
raw energy into energon cubes.
IN THE BACKGROUND of these scenes, we should see various panel
truck-type Autobots cruise up in auto mode to stacks of this
energon, convert to humanoid mode, load up their vans, then
convert to Auto mode again and drive the Energon into Autobot
City.
In short, it should be clear that the purpose of Autobot City is
to harvest energy.
All the while, Hot Rod and Daniel are riding recklessly out from
the Autobot City and up into neighboring hills for an overview of
the -
CIRCULAR LANDING AREA
which resides within the "bowl" created by the City structure and
natural surroundings.
				DANIEL
		Hey! Let me out.
				HOT ROD
		Why settle for a peek when you can see
		everything from Lookout Mountain?
				DANIEL
		But we're not supposed to go beyond City
		limits!
				HOT ROD
		Chromo-Chicken!
ON KUP AND OTHER AUTOBOTS
KUP - a grizzled, "old Soldier" of an Autobot - is directing the
positioning of a large metal road barricade.
Hot Rod barrels through a sign which reads: "STOP -THIS AREA OFF
LIMITS", almost knocking Kup over in dust and wind
KUP
disgustedly watches Hot Rod drive up the mountain.
				KUP
			(to sound like swearing)
		Cam bustin', turbo revvin' young punk.
							CUT TO:
MOUNTAIN ABOVE AUTOBOT CITY- LOOKOUT POINT
Hot Rod arrives at a viewing platform carved in mountainside and
TRANSFORMS back to humanoid mode.
Daniel rushes to a set of PUBLIC VIEWING BINOCULARS and peers
into them.
				HOT ROD
		This is it! Now take a squint through those babies.
				DANIEL
		Hot Rod, look! There's a hole in the shuttle!
				HOT ROD
		What!?
DANIEL'S P.O.V - BINOCULAR MATTE - THE SHUTTLE
The hole Megatron blasted in order to get into the shuttle mars
the otherwise perfect exterior of the ship.
ANGLE ON DANIEL AND HOT ROD
Hot Rod looks up and a pair of futuristic binoculars pop out of
his eyes.
HOT ROD'S POV - THE SHUTTLE
Hot Rod's vision, now, infinitely better than human vision, spots
something truly disturbing --
-- Starscream, and several Constructicons inside the ship!
				HOT ROD (O.S.)
		Decepticons!
ANGLE ON HOT ROD
Drawing his gun, he starts FIRING on the shuttle.
				HOT ROD
		This is for Ironhide. As so's this!
ANGLE ON THE SHUTTLE
Rays streak through the hole searing...
STARSCREAM
He ducks away from the door.
				STARSCREAM
		I'm hit!
ANGLE ON MEGATRON
Standing behind a pair of Decepticons who pilot the shuttle, he
turns to see...
THE CONSTRUCTICONS
Firing out of the hole.
MEGATRON
He's furious.
				MEGATRON
		You imbecile, our cover is blown!
				STARSCREAM
		It was your stupid strategy!
							CUT TO:
ANGLE ON KUP, CONSTRUCTION CREW
Kup and the Autobot Construction Crew watch Hot Rod shooting at
the shuttle.
				KUP
		What's that darn fool doing?
Hound looks up and points.
				HOUND
		Decepticons!
ANGLE ON THE SHUTTLE
Suddenly it cracks open, and Decepticons shoot out of the
wreckage like toys from a pinata.
CLOSE - MEGATRON
In mid-air
				MEGATRON
			(shouting to forces)
		Attack!
			(he looks down and fires)
HOT ROD AND DANIEL
Hot Rod pulls Daniel back as Megatron's BLAST SHEARS OFF the
VIEWING PLATFORM which crumbles and falls down the steep
mountain!
				HOT ROD
		Hang on!
Putting Daniel under one arm, he pivots and kicks up at...
...Hook and Scavenger who are descending on him in humanoid
mode...
...causing them both to crash against the mountainside which
starts a...
...landslide which Hot Rod "rides" down the slope, pursued by...
... Decepticon FIRE.
				HOT ROD
			(SHOUTING)
		WHoooooooaaah
ANGLE ON BOTTOM OF MOUNTAIN SLOPE - BLITZWING
Blitzwing flies down in jet mode, transforms to robot
mode, looks up at the "slide riding" Hot Rod and Daniel,
transforms to tank mode and takes aim.
				BLITZWING
			(amused)
		Come on down, Autobrat!
ON HOT ROD AND DANIEL
as Hot Rod tumbles, he covers Daniel with his arms and tries
unsuccessfully to slow his fall.
				HOT ROD
		Yiiiiiiiiii!
ON BLITZWING
about to fire, when...
...Kup's arm descends into SHOT, spinning Blitzwing's turret
around.
Blitzwing's blast, scorches...
SHRAPNEL
who is flying nearby.
BLITZWING
transforms to robot mode and turns as...
Kup comes flying, feet first, into Blitzwing knocking him off the
mountain ledge.
FOLLOW Kup as he lands in front of Hot Rod, who is just coming to
a stop at the bottom with Daniel.
				HOT ROD
		Not bad for an old timer!
				KUP
			(gruffly)
		Old timer?! That's something you'll never be if
		you don't get back to the city. You know what we
		used to do with cocky, insubordinate upstarts?
				HOT ROD
			(interrupting)
		Save it.
STARSCREAM
transforming into jet mode, fires on them with laser bursts
which...
... chew up the ground beside them.
HOT ROD AND KUP
with Daniel race toward Autobot City, transforming into vehicle
mode as shots gouge the terrain around them.
							CUT TO:
PERCEPTOR IN MICROSCOPE MODE ON "BATTLEMENT" OF AUTOBOT CITY
he watches...
PERCEPTOR'S POV - THE DECEPTICON ATTACK
Megatron, Insecticons, Constructicons, and other Decepticon
forces attack the city from the sky and ground.
PERCEPTOR
transforms to humanoid and runs toward......
... Three new Autobots, ARCEE, a lovely female Autobot of about
Hot Rod's age, SPRINGER, a very muscular and bantering "Indiana
Jones" type Autobot and ULTRA MAGNUS, the large and soldierly
City Commander.
				PERCEPTOR
		Ultra Magnus.....a cursory evaluation
		of Decepticon capability indicates a
		distinct tactical deficit!
				ULTRA MAGNUS
		In other words, Perceptor...
				SPRINGER
			(translating)
		We're outnumbered!
He turns and FIRES from his hip.
DIRGE IN JET MODE
Zooms in to strafe as...
SPRINGER'S BLAST...
...Explodes on his wing tip.
SPRINGER, ULTRA MAGNUS AND OTHERS
as Decepticon BOMBS AND LASER FIRE pour in on the City.
				ULTRA MAGNUS
		Springer, Arcee, transform Autobot City!
HIGH ANGLE - LOOKING DOWN ON COURTYARD - TRACKING SPRINGER AND ARCEE
				STARSCREAM (V.O.)
		Pathetic fools!
STARSCREAM
TRANSFORMS and hovers in robot mode, firing all around
them as they...
..dive for the switch and pull it down.
				STARSCREAM
		There's no escape...Uuuuh!
Just then, the floor of the courtyard STARTS TRANSFORMING -
- the center line of the floor snaps shut like the halves of a
gigantic steel shelled clam, trapping Starscream's foot.
				STARSCREAM
		Agggggggh! My foot!
ANGLE ON SPRINGER AND ARCEE
as they make it through an archway which TRANSFORMS INTO A STEEL
SHIELD as they run through
ON STARSCREAM - HIS FOOT STILL CAUGHT IN "CLAM" OF COURTYARD
He struggles to get free before he is crunched by the still
transforming city.
In the nick of time, he shoots a "shoe horn" like projection from
his wrist and pulls his boot free, then...
...dodges away.
... The "clam" shape RETRACTS COMPLETELY and more armored
shielding SLIDES INTO PLACE TO COVER where the Courtyard was.
He winces in mid-air and flies away as the city continues to
transform to a fortress below.
							CUT TO:
ANOTHER ANGLE - THE TRANSFORMING CITY
The towers and buildings of the city, picot and retract..
... withdrawing like periscopes, turning and vanishing into
steel shield coverings.
ON MEGATRON
as he FLIES OVER SCENE, BLASTING this way and that, shouting
				MEGATRON
		Breach their defenses!
ON INSECTICONS
who are trailing Megatron, attack the fast CLOSING CITY, trying
to GNAW AND DEVOUR their way through the PORTS and BRIDGES
leading inside.
				KICKBACK
			(Chewing on jamb of doorway
			 near bridge)
		Delicious, eh Shrapnel?
				SHRAPNEL
			(CHEWING on draw-bridge to
			 City)
		A little heavy on the electrons. Electrons.
							ZOOM UP TO:
KUP, HOT ROD AND DANIEL
as Kup and Hot Rod are racing down mountain toward the
transforming city's drawbridge.
				KUP (V.O.)
		The Insecticons are in our way.
				HOT ROD (V.O.)
		Wrong! They're our way in! Yaaaaaaay-hah!
ANOTHER ANGLE
Hot Rod speeds up, passes Kup and...
... rides up and over Kickback's back, using it like a stunt
driver's ramp to...
... hurtle across the open space between Kickback and the doorway
into the city.
ON SHRAPNEL
As Shrapnel looks up and reacts...
...Kup hurtles up and over Kickback's back just as Kickback is
starting to rise to see what knocked him face down onto the
bridge in the first place.
... Kup goes SAILING OT OVER OPEN SPACE between Kickback's back
and the doorway into the city-
-clobbering Shrapnel, who is in the way and landing on the city
doorstep, driving in as...
THE DOORWAY
transforms, shutting down with metal shields with a "clank" sound
as Kickback and Shrapnel both leap at is to...
... bite Kup and Hot Rod and instead BREAK THEIR TEETH on steel
door, falling face down with a grunt as LAST BITS OF CITY
TRANSFORM.
							CUT TO:
INT. CITY SIDE OF DRAWBRIDGE
as Kup and Hot Rod roll in and TRANSFORM where Ultra Magnus is
waiting for them with Perceptor. Other Autobots are moving into
battle stations in the b.g. and ALARMS SOUND.
Daniel looks on in awe.
				ULTRA MAGNUS
			(sternly)
		You can explain your security violation later,
		Hot Rod! Now, man your battle station.
				HOT ROD
		I don't have to explain my so called violation
		to you or anyone...
				KUP
			(tugs him along roughly)
		He said "later!"
Kup moves OFF with Hot Rod and Daniel.
							CUT TO:
BLASTER ON FORTIFIED " CROWS NEST" LOOKOUT TOWER
The "Crows Nest" has windows all around and Blaster's
seat rotates so he can watch action and broadcast battle reports
like a Top 40 Deejay.
Perceptor climbs up ladder into "Crows Nest" from lower level.
As Blaster speaks, we see Decepticons FIRING at the windows of
the Crows Nest but the bursts explode harmlessly against the
glass
				BLASTER
		Lookout and shout! Yow!
Explosions rock the Crows Nest.
Blaster swivels around and tilts to see...
BLASTER'S POV - INSECTICONS
Chewing on armor plating at the lower edge of the fortified,
transformed city.
BLASTER
activates turret type LASER CANNON
				BLASTER
		Gonna lay some slugs on those overweight
		bugs!
			(FIRES Laser Cannon)
CANNON SWIVELS
LASER BLAST cooks out and we FOLLOW IT OFF SCREEN to...
THE INSECTICONS
as a Laser BLAST hurls Bombshell up and out of sight and causes
Shrapnel and Kickback to get sucked into the vacuum.
BLASTER
Perceptor joins him.
				BLASTER
			(joyful at his direct hit)
		I'm talkin' hits here, Autobuddies! Hits
		with a capital "aitch" like in Hard, Heavy and...
			(sees Perceptor)
		Hey, Perceptor, what's shakin' other than
		this fortress?
BLASTS of enemy fire continue to rock the crows nest as Perceptor
answers
				PERCEPTOR
		Blaster, Ultra Magnus sends orders to contact
		Optimus Prime for reinforcements.
				BLASTER
		Alright! Cover your receptors, Perceptor!
Blaster transforms to ghetto blaster mode and broadcasts VISIBLE
waves...
THE WAVES
rise and expand into space
				BLASTER
		Optimus Prime... Do you read me? The Decepticons
		are blitzing Autobot City. We're really takin' a
		pounding. Don't know how much longer we can hold out.
ON WAVES SPREADING THROUGH SPACE
							CUT TO:
MEGATRON LEADING ASSAULT ON TRANSFORMED AUTOBOT CITY
He is FIRING at ARMORED DOOR, trying to melt through when he
reacts to SOUND of Blaster's broadcast for help, stops, and looks
up at CROWS NEST.
				MEGATRON
		Soundwave! Jam that transmission.
ON SOUNDWAVE
SOUNDWAVE moves forward and starts heaving CASSETTES upwards
toward Blaster's Crows Nest position.
				SOUNDWAVE
		Rumble! Frenzy! Ravage! Ratbat! Eject!
		Operation: interference.
ON CASSETTES
as they transform and attack the crows nest.
ON RUMBLE
as he starts PILE DRIVER MOTION on Crows Nest windows
				RUMBLE
		First we crack the shell. Then we crack the
		nuts inside.
INSIDE CROWS NEST
as Blaster and Perceptor see Rumble and others and react.
Blaster stops broadcasting.
				BLASTER
		We got Cassette Critters knockin' on
		the window!
ON RUMBLE
as he CRACKS THROUGH GLASS and he and others swarm in and
attack Perceptor who tries to beat them away
				PERCEPTOR
		Run, Blaster! Save yourself!
				BLASTER
		No way. Two can play!
ON BLASTER
as he spews out CASSETTES which TRANSFORM into CUBBIE, a lion,
STRIPES, a tiger, STINGER, a scorpion and BOLTS, a small, tough
robot.
				BLASTER
		Sic 'em!
ON RUMBLE
as Cubbie takes him down by the foot, turning him over and over
ON STRIPES
as he SNAPS at Ratbat who screams and darts, trying to escape as
we move to
STINGER AND BOLTS
as Bolts swats Frenzy into Stinger who JABS Stinger into Frenzy
making him yowl and run.
PERCEPTOR AND BLASTER
As they fight Decepticons.
				PERCEPTOR
		You think you got through to Prime?
				BLASTER
		Let's hope so! Cause if I didn't we're
		gonna look like burnt out toaster ovens!
							CUT TO:
LONG SHOT -AUTOBOT CITY BESIEGED
The city shows gaps, dents, smoking holes and Decepticons continue
to pump fire into it and get back sporadic return fire from
inside as...
... Megatron moves INTO SHOT and fills THE SCREEN
				MEGATRON
		Constructicons merge for the kill!
IN "PILLBOX" LIKE GUN EMPLACEMENT IN CITY'S ARMORED WALL
Where Springer and Arcee clear the twisted remains of Autobot
defenders away from a CATAPULT LIKE TORPEDO LAUNCHER.
POV - THROUGH LAUNCHER PORT
we see the mountain where the Decepticons are getting ready for
the final charge.
				SPRINGER
		Great! Megatron's making his big push
		and we can't even push...
			(struggling to turn Catapult
			 around to re-aim it)
		...back!
Arcee starts to push beside him.
THE HUGE CATAPULT
moves slowly as we CHANGE ANGLE and Kup, Hot Rod and Daniel ENTER
SHOT.
				KUP
		Keep at it, Springer, lad! Help's at
		hand!
			(to Hot Rod)
		Together now!
Hot Rod joins the others in pushing the huge Catapult into firing
position.
DANIEL
also leans against it, his small legs churning.
THE CATAPULT
starts moving easily now.
ON ARCEE BESIDE HOT ROD
Pushing on the busted catapult.
				ARCEE
			(pushing, manages to speak
			 to Hot Rod. She likes him
			 but doesn't want to go too
			 far)
		I was afraid you'd be trapped outside
		the city walls.
				HOT ROD
			(likes her, too, but tries to
			 be cool and collected)
		Hey, I wasn't worried for a micro-second, Arcee!
				ARCEE
			(enjoying letting him have
			 it)
		Then you probably didn't understand the situation.
Before Hot Rod can react, Kup steps back from repositioned
Catapult
				KUP
		That did it!
DANIEL AT LAUNCHER PORT (Opening in "pillbox" through which the
Catapult will fire)
				DANIEL
		Kup, Hot Rod! Look!
			(he points)
THEIR P.O.V. - THE CONSTRUCTICONS
as they start linking themselves together into enormous
DEVASTATOR.
				KUP (V.O.)
		Devastator!
ON DEVASTATOR
as he rises up and starts FIRING, HAMMERING, TEARING AWAY at
metal shields which create armored walls of the transformed City.
WIDEN SHOT TO INCLUDE MEGATRON, STARSCREAM, DIRGE, ET, AL.
as they line up behind Devastator, FIRING INTO THE CITY, ready to
follow Devastator inside when he has torn the "roof" off.
ON SPRINGER, ARCEE, HOT ROD, KUP AT CATAPULT
as Springer LOADS TORPEDOES ONTO CATAPULT LIKE SLING
				SPRINGER
		I got better things to do today than
		die.
			(he FIRES Catapult)
ANGLE ON CATAPULT
as it HURLS FLAMING TORPEDO BOMBS one after the other out the
launch port and we FOLLOW THEM TO
MEGATRON AND OTHER DECEPTICONS
waiting for Devastator to open the way as a succession of
torpedo-bombs explode, knocking them aside, some of the
Torpedo-Bombs strike...
DEVASTATOR
and explode harmlessly as Devastator continues to grunt and tear
off armored layers of the city. He grabs Hot Rod and Kup and
starts to crush them.
				ARCEE
		Hot Rod!
							CUT TO:
EXT. THE EDGE OF THE EARTH'S ATMOSPHERE
as Optimus Prime's Space Shuttle hurtles in.
INSIDE THE SPACE SHUTTLE - OPTIMUS PRIME WITH DINOBOTS
				OPTIMUS PRIME
		Dinobots. Destroy Devastator!
				GRIMLOCK
		Uhhhh! Me Grimlock love challenge!
		Dinobots, transform!
DINOBOTS
transform into humanoid mode, and, with Grimlock at the front...
...fly out of the shuttle in wedge formation, blasting in unison.
FOLLOW DINOBOTS
In as they transform again and, in dino mode, swoop over to
Devastator...
DEVASTATOR
Roars towards the Dinobots.
THEIR BATTLE
shakes the Earth...
...buckling City walls, menacing the Autobots inside. Hot Rod and
Kup are released during the struggle.
ANGLE ON THE DINOBOTS
As they try to destroy Devastator...
... Their strength is more than matched and soon
they are overwhelmed by him.
							CUT TO:
EXT. THE BATTLEFIELD - MOMENTS LATER
Prime stands outside the dented shuttle with Sunstreaker and
Hound. As he talks he shoots at a swarm of Decepticons who
battle their way towards him.
				PRIME
		Megatron must be stopped.
			(pause)
PRIME'S POV - MEGATRON
The Decepticon leader stands a hundred yards away, vanishing and
reappearing with the shifting waves of Generic Decepticons that
charge back and forth.
				PRIME (V.O.)
		No matter the cost.
PRIME'S CHARGE: A SERIES OF SHOTS
	 PRIME'S CHARGE - HEROIC BATTLE THEME SONG
	 Optimus Prime leader and hero of the Autobots
	charges into certain doom. As he battles his way
	through the Decepticons, we HEAR an inspiring anthem
	of courage, strength and triumph, like "Eye of the
	Tiger".
	This theme will reprise during the film when the
	Autobots are battling at impossible odds.
He charges headlong into the Decepticon forces which separate him
from Megatron.
Decepticons fire on him, but he takes the shots, and...
Spinning and whirling like the Sundance Kid, he takes a lot out.
Then, Decepticons attempt to block his charge and Prime...
... Like a powerback, transforms to Truck Mode and barrels
into them, sending Decepticons flying around like shards of
glass hit by a .45.
... finally, he is engulfed by an incoming swarm, and it
looks like his attack is foiled.
MEGATRON
as he commands his troops.
				MEGATRON
		Their defenses are broken. Let the slaughter
		begin.
Then he turns and sees...
				MEGATRON
		Prime!?
PRIME
smashing through a wall of lesser Decepticons.
				PRIME
		One shall stand, one shall fall.
CLOSE ON MEGATRON
his eyes blazing with hatred.
				MEGATRON
		Why throw away your life so recklessly?
ON OPTIMUS PRIME
Dirge takes a sneaky leap at him...
Optimus stiffarms him with a shuddering clank...
...then turns him upside down with one hand and...
...drives him headfirst into the rocky ground, letting him
crumple and fall.
				OPTIMUS PRIME
		That's a question you should ask yourself.
MEGATRON
hurls himself at Optimus Prime...
.... both tumble into the walls of the City...
...denting the walls and causing the electronic panels inside to
short circuit, surrounding them with a fiery nimbus of crackling
electrical energy.
Ultra Magnus in car carrier mode barrels out of city carrying
several Autobots. He and the others transform into robot mode
and fire lasers at the Decepticons.
INTERCUT TO HOT ROD, KUP, DANIEL, ARCEE, BLASTER, PERCEPTOR,
fighting their way to the battle of the titans.
				HOT ROD
		We've got to save Prime!
Punching...
				KUP
		That's his fight, lad! Stay away.
Shooting..
...And charging.
ANGLE ON OPTIMUS AND MEGATRON
Megatron attempts to kick Prime in the throat...
...Prime catches his foot, twists it...
... and hurls Megatron backwards into a metal pile.
MEGATRON
grabs a jagged, spearlike piece of steel and hurls it at
PRIME
The steel "spear" pierces his side and sticks in him as...
... he charges Megatron,
...dodging shots from Megatron's gun to...
...deliver a huge UPPERCUT which...
...lifts Megatron into the air so high that...
... his head butts sharply against overhanging concrete balcony,
mashing him down...
MEGATRON
lands and stealthily slips a laser dagger from his boot, turning
and slashing at...
PRIME
as he comes for him, tearing...
...a gash across Prime's midsection, which spews smoke and
sparks and...
... dropping Prime to one knee.
				MEGATRON
			(gloating)
		Farewell, Prime!
As Megatron hurls the laser dagger as we CHANGE ANGLE to -
OPTIMUS PRIME
as he lifts chunks of broken concrete and catches the laser dagger
on it, tossing it aside as he lunges at-
MEGATRON
who claws his fingers and digs them into Prime's eyes
				MEGATRON
		I'll rip out your optics!
Optimus grabs Megatron's clawed hand in one of his hands, twists
it in see-sawing test of strength which...
Optimus wins in a judo toss which sends Megatron -
- skidding face first through steel rubble, in a shower of sparks
until he crashes into the side of the city.
ANGLE ON HOT ROD
He dispatches a Decepticon and turns to Prime.
				HOT ROD
		That's showing him, Optimus!
KUP
knocks two Decepticons on their tails and turns.
				KUP
		Finish him off, Prime! Do it now!
ON MEGATRON
as he spots a gun on the ground ahead of him
				MEGATRON
		No more, Optimus Prime! Grant me mercy,
		I beg of you!
ANOTHER ANGLE FEATURING OPTIMUS PRIME AND HOT ROD
as Optimus Prime warily moves out to look down at the cowering
Megatron, keeping him in his gun sights.
				OPTIMUS PRIME
		You who are without mercy now plead for
		it. I thought you were made of sterner
		stuff, Megatron!
ON HOT ROD
as he sees Megatron go for the gun and leaps out to grapple with
him
				PRIME
		Out of the way, Hot Rod.
MEGATRON AND HOT ROD
as Hot Rod grabs for the Blaster -
- Megatron quickly gets Hot Rod in a headlock and using Hot Rod
as a shield, gets the gun and...
BLASTS PRIME IN THE WOUND HE'D MADE WITH HIS LASER DAGGER
ON OPTIMUS PRIME
his midsection now glowing and smoking, a huge hole where the
Blaster has struck.
ON MEGATRON
firing blaster again and again
				MEGATRON
		Fall! Fall!
Megatron tosses Hot Rod aside like a rag doll and stands above
the dying Prime.
				MEGATRON
		I would have waited an eternity for this.
		Crawl, slave! On your knees!
ON OPTIMUS PRIME
as he gathers his remaining strength and smashes Megatron with
both fists clasped together.
				OPTIMUS PRIME
			(gasping painfully)
		Never!
He bashes in Megatron's torso casing, fracturing the sides which
split, spilling wires, fuses, lights, circuitry. Megatron falls!
Prime falls to his knees, tries to rise, collapses to his side
and falls slowly back.
HOT ROD runs over to him.
				HOT ROD
		Optimus! Forgive me!
ANOTHER ANGLE- MEGATRON
Starscream and other Decepticons stand over the smoking body.
				STARSCREAM
			(sarcastic, filled with
			 false sympathy)
		How do you feel, Mighty Megatron?
			(he kicks Megatron)
				MEGATRON
			(weakly clutching at
			 Starscream's hand, gasping)
		Enshrine me!
				STARSCREAM
			(drops Megatron's hand
			 coldly, calls to other
			 Decepticons)
		Take this scrap to Cybertron! Astrotrain,
		transform and get us out of here!
ANOTHER ANGLE- ASTROTRAIN
as he MOVES ONTO SCENE in Humanoid mode, showing battle burns
and scars.
Then, he converts to train mode, and rolls through a crowd of
generic Decepticons, crushing many under his wheels, as he makes
his way towards Starscream.
ANGLE ON THE EXODUS
Ramjet, Thrust, Dirge, the Constructicons, Soundwave and his
cassettes, et.al. run towards Astrotrain.
ANGLE ON KUP AND ARCEE
They fight for a moment, then they notice their attackers are
beating feet...
				ARCEE
		The Decepticons are retreating.
				KUP
		Prime did it. He turned the tide!
He shoots (O.S.) into...
A CROWD OF DECEPTICONS
Who fight each other for a place on the shuttle.
ANGLE ON STARSCREAM
dragging Megatron by one leg, callously disregarding the way
Megatron's head and upper body BUMP AND GET KNOCKED from
dragging.
THE AUTOBOTS
fire after them, closing ranks on the shuttle, and pouring shots
into the melee.
ANGLE ON ASTROTRAIN
Decepticons make way for Starscream as he tosses the nearly
lifeless Megatron into the shuttle and gets in.
Then, standing at the door, he kicks other Decepticons away.
				STARSCREAM
		Astrotrain, take off.
ANGLE ON ASTROTRAIN
The shuttle takes off, leaving a number of generic Decepticons
behind, who immediately raise their hands upon realizing that
they are surrounded by Autobots.
							DISSOLVE TO:
OPTIMUS PRIME
as he lies on an improvised bier-like platform, a profusion of
electricity discharging tubes and "plasma" bottle devices hooked
up to his arms and into his gaping middle wound.
SCANNERS
emit bleeps and show oscilloscopic patterns but sounds and wave
patterns are steadily growing weaker and weaker.
PERCEPTOR
is bent over Prime, in microscope mode, examining him... He then
transforms and straightens up, his voice strained and cracking
with emotion.
				PERCEPTOR
		I fear the wounds are...
			(he can't finish what he's
			 going to say)
INTERCUT TO HOT ROD, KUP, ARCEE, DANIEL AND OTHER AUTOBOTS as
they react.
				OPTIMUS PRIME
			(using remaining strength
			 to makes himself heard)
		Autobots...do not grieve...
		Soon, I shall be one with the matrix.
				HOT ROD
			(a flash of hope)
		Prime!
			(looks off at Prime)
HIS P.O.V. - OPTIMUS PRIME
His head is turned so all assembled can see. His eyes flicker
weakly, his voice RUMBLES with overtone of vast weariness and
resignation
				OPTIMUS PRIME
			
			(reaches up with right hand
			 with great effort)
		Ultra Magnus! It is to you, old friend,
		I shall pass the matrix as it was
		passed to me ....
ANOTHER ANGLE FEATURING ULTRA MAGNUS
as he steps forward unwillingly, mixed grief and surprise on his
face
				MAGNUS
		Prime, I'm just a soldier. I'm not worthy.
				OPTIMUS PRIME
			(gasping)
		Nor was I, but one day, an Autobot
		shall rise from our ranks and use the powers of
		the Matrix to light our darkest hour.
TIGHT SHOT - ULTRA MAGNUS AND OPTIMUS PRIME
Optimus Prime is tilted into half sitting position by other
Autobots manipulating the platform as Ultra Magnus grasps his
hand with great emotion
				OPTIMUS PRIME
			(voice failing, pressing
			 on with it)
		Until that day...
		Until all are one...
		Continue the struggle...
			(sags, gasps, hanging on)
		Transfer the Matrix of Leadership.
TIGHTEN SHOT ON ULTRA MAGNUS AND OPTIMUS PRIME
A distraught Ultra Magnus nods, reaches out with free hand and
points his forefinger at Optimus Prime's chest.
Then, pressing a button on Prime's chest, a small, secret doorway
opens, and we see something extremely bright glowing in there.
Ultra Magnus, nearly blinded by the intense light, reaches in,
and lifts out --
THE AUTOBOT LEADERSHIP MATRIX,
-- and holds it for a moment in his hand.
ANGLE ON ALL
The bright light, which emanates from the perfect crystal, seems
to blind everybody and washes all color out of the shot.
Then, slowly, Ultra Magnus moves it into his own chest, closes
the door, and the light is gone, save for a momentary, and
extremely powerful glow from his eyes.
ON KUP, HOT ROD, ARCEE AND PERCEPTOR
They are all full of great sorrow.
ON PRIME - HE DIES
All of his lights go out, including his eyes.
							DISSOLVE TO:
UNICRON
Rotating satellite dishes on the surface spark with electricity.
Dissolve inside Unicron to reveal scenes of Prime's death and the
passing of the Matrix to Ultra Magnus playing on various monitors.
Some of the scenes are in slow motion, others are sped up. The
effect should be eerie.
							CUT TO:
EXT. ASTROTRAIN
As it whizzes through the Solar System.
				ASTROTRAIN
		Jettison some weight, or I'll
		never make it to Cybertron.
INT. ASTROTRAIN
The ship is packed with living, dead and wounded Decepticons.
Starscream addresses them like an Athenian Orator.
				STARSCREAM
		Fellow Decepticons, Astrotrain has
		requested that we lighten our burden!
ANGLE ON BONECRUSHER
				BONECRUSHER
		In that case, I say it's survival of the fittest.
				STARSCREAM
		So I hear a second on that?
ASSORTED SHOTS
				HEALTHY DECEPTICONS
		Aye!
				STARSCREAM
		And against?
				NOT HEALTHY DECEPTICONS (weakly)
		NAY!
				STARSCREAM
		The ayes' have it!
A robotic hand flips a switch, and chaos ensues. Strong
Decepticons start heave-hoing the weaker ones out into space.
				DECEPTICONS
				 (AD LIB)
		Beat it! Spare me!
ANGLE ON STARSCREAM AND MEGATRON
Starscream picks him up and holds him up by the door.
				STARSCREAM
				(sarcastic)
		Oh, how it grieves me to do this.
				MEGATRON
		Wait, I still function!
Starscream kicks him out.
				STARSCREAM
		Wanna bet?
MEGATRON IN SPACE - TRACKING
He shakes his fist.
INT. THE SHIP
The last of the weak Decepticons is tossed, and the others dust
off their hands.
				STARSCREAM
		Well, as Megatron has, how shall we say -
		departed. I nominate myself as the new leader.
ON THE CONSTRUCTICONS
				SCRAPPER
		The Constructicons form Devastator, the
		most powerful robot. We should rule.
				SOUNDWAVE
		Constructicons inferior. Soundwave superior.
				BONECRUSHER
		Who are you calling inferior.
				HOOK
		Nobody would follow an uncharismatic
		bore like you.
The five cassettes: BUZZSAW, FRENZY, RUMBLE, RAVAGE AND
LASERBEAK pop from his chest transform, and prepare to attack.
				RUMBLE
		Hey, nobody calls Soundwave uncrazmatic.
				FRENZY
		Yeah! Let's kick tailgate.
THE CONSTRUCTICONS
try to form Devastator, but...
				HOOK
		Constructicons, unite!
RUMBLE AND FRENZY
quake the ship so hard with their pile-driver arms that, with the
help of Laserbeak, Buzzsaw and Ravage, they keep knocking the
Constructicons off.
				RUMBLE/FRENZY
		No way!
Over the battle.
				BLITZWING
		I am a triple changer. I am worth any
		two of you. I should run things.
DIRGE
				DIRGE
		Death comes to anyone who crosses me.
He attacks Blitzwing.
EXT. ASTROTRAIN - SAME TIME
He is flying a very wobbly course past Pluto...
				ASTROTRAIN
		Stop squabbling or we're gonna crash.
DISSOLVE TO:
EXT. SPACE - LATER
Megatron and the other dented, dinged and dead Decepticon bodies
float through space.
we follow the wailing Megatron and the others down to:
THE SURFACE OF UNICRON
littering the otherwise beautiful technological expanse.
				UNICRON
		Welcome, Megatron.
				MEGATRON
			
			(looking around)
		Who said that?
				UNICRON
		I am Unicron.
				MEGATRON
		Show yourself!
				UNICRON
		I have summoned you here for a purpose.
				MEGATRON
		Nobody summons Megatron!
				UNICRON
		Then it pleases me to be the first.
				MEGATRON
		State your business.
				UNICRON
		Bring me the Autobot Matrix.
		It is the one thing - the only
		thing that can stand in my way.
				MEGATRON
		You have nothing to fear. I have already
		crushed Optimus Prime with my bare hands.
				UNICRON
		You exaggerate.
				MEGATRON
		The point is, he is dead! And the
		Matrix died with him.
				UNICRON
		No. It has been passed to their new
		leader. Get it for me.
				MEGATRON
		Why should I? What's in it for me?
				UNICRON
		Your bargaining posture is highly
		dubious, but very well, I will provide
		you with a new body, and new troops to command.
				MEGATRON
		And...
				UNICRON
		And nothing.
		You belong to me now.
				MEGATRON
		I belong to nobody.
				UNICRON
		Perhaps I misjudged you. Proceed
		on your way to oblivion.
The Mist appears and starts to dissolve Megatron.
				MEGATRON
			(pleading)
		No, no. I accept your terms. I accept!
				UNICRON
		Excellent! Behold - Galvatron!
X-ray images: wiring, circuitry, etc. flash on and off as a new
and larger being starts to form, changing from dented Megatron to
a huge, new creation: Galvatron.
THE TRANSFORMATION - CREATION
ends in a blinding flash and Galvatron - who still resembles
Megatron - laughs and flexes his muscles and stretches. His
voice is deeper, different from Megatron's
				GALVATRON
		
		Long live Galvatron!
				UNICRON
		And these shall be your minions...
ANGLE ON OTHER DECEPTICONS
Their bodies are turned from battered Decepticons to...
SCOURGE
SCOURGE (Sweep character) is bearded, fanged and ferocious
looking and as soon as he has been CREATED, he roars and
stretches and an ARRAY OF SIMILAR CREATURES - smaller and all
wearing dark and matching uniforms - are INSTANTLY CREATED
FROM OTHERS behind him
				UNICRON
		Scourge, the tracker....and his huntsmen...the
		Sweeps....
ON CYCLONUS (NEW DECEPTICON WITH PLANE TRANSFORM ABILITY)
CYCLONUS is CREATED and then his "armada" of similar, but smaller
and similarly colored and clad creatures are formed.
				UNICRON
		Cyclonus, the warrior...and his armada.....
ANGLE FEATURING GALVATRON
				GALVATRON
		To Cybertron!
He roars with a mad power-rush, gets into Cyclonus (who will be
his personal ship) and leading the armada, takes off for the
distant stars.
				UNICRON
			(loudly proclaiming over
			 the scene)
		Bring me the Autobot matrix!
DURING UNICRON'S COMMAND we CHANGE ANGLE TO SHOW
LONG SHOT OF UNICRON
as Galvatron and his newly created force FLY UP AND AWAY with
great speed.
				GALVATRON
		I will rip open Autobot after Autobot until
		it is yours, Unicron.
							CUT TO:
THE DECEPTICON HALL OF HEROES - STARSCREAM
This is the closest thing the Decepticons have to a throne room.
It is a massive, circular room with tombs of old leaders, and a
raised area where Starscream stands.
STARSCREAM AND OTHERS
The Decepticon plane looks slightly ridiculous with cloak on his
shoulders and Thrust and Ramjet at his side, weapons held high,
but ready for action should anybody question Starscream's rule.
In front of him stands Astrotrain holding a huge Metallic CROWN
over his head.
OTHER DECEPTICONS
in neat ranks but their grim expressions show their displeasure.
				STARSCREAM
			(preening)
		Get on with the ceremony!
Dirge and others react to EERIE SOUNDS and look up and off.
Starscream looks where others are looking and reacts.
HIS P.O.V. - GALVATRON AND HIS FORCES
as they descend in Hall of Heroes and Galvatron moves out to
confront Starscream
ON STARSCREAM AND GALVATRON
				STARSCREAM
		Who disrupts my coronation?
				GALVATRON
		Coronation? This is bad comedy!
				STARSCREAM
		Megatron, is that you?
				GALVATRON
		Here's a clue!
HIS P.O.V -GALVATRON
as Galvatron transforms into cannon, FIRING A HUGE BURST
ON STARSCREAM
as BLAST hits him. For a moment, he retains his shape then piece
by piece, he falls apart.
Only a pair of boots remain on the floor.
GALVATRON
He transforms back to robot mode and confronts other Decepticons
boastfully.
				GALVATRON
		
		Will anyone else attempt to fill his
		shoes?
ON DECEPTICONS - THRUST, DIRGE, ASTROTRAIN, BONECRUSHER, ET. AL.
PAN for their reactions as they ponder for a brief beat and then
exchange looks/
				DECEPTICONS
				 (AD LIB)
				 LONG LIVE...
			(they look at each other)
		What did he say his name was.
		He didn't.
				GALVATRON
		Galvatron.
				DECEPTICONS
		LONG LIVE GALVATRON!
							CUT TO:
UNICRON
Bit by bit, we see new sections of the planet being generated.
Then, the sinister mist we saw at the beginning of the film
starts pouring out.
He's about to do the big munch on.. 
THE FIRST MOON OF CYBERTRON -
PUSH IN TO - JAZZ AND CLIFFJUMPER
Standing outside the "netted" complex, looking off at...
UNICRON
A strange, LOUD HUM fills the air and the ground heaves and
SHAKES beneath their feet
				JAZZ
		Where'd that come from?!
				CLIFFJUMPER
		Who cares? I'm more worried about where it's going!
				JAZZ
			(on communicator device)
		Talk to me, Earth! We got a situation
		out here!
							CUT TO:
AUTOBOT CITY- EARTH -LONG SHOT
Autobot City is almost rebuilt, and we see Kup and Hot Rod working
with other Autobots to move large panels into position. In the
background, two huge SPACE SHUTTLES are almost completed and
Ultra Magnus is directing the work. During this ESTABLISHING
SERIES OF SHOTS, we HEAR JAZZ'S VOICE OVER
				JAZZ (V.O.-FILTER)
		
		Roger me. Wilco me. Anything? Hello.
		Hello Earth.
							CUT TO:
OUTSIDE OF LARGE SPACE SHUTTLE UNDER CONSTRUCTION
Springer and Arcee fit a hull section in place with Daniel
motioning to them, directing the action.
BLASTER
He reacts to muffled transmission from Jazz.
				BLASTER
		I'm pickin' up a faint signal!
BLASTER TRANSFORMS to blaster mode and Jazz's VOICE is broadcast
loud and clear causing Springer, Arcee, and Daniel to react
				JAZZ (V.O.-ON FILTER)
		This is Jazz. I gi-normous weird lookin'
		planet just showed up in the suburbs of
		Cybertron....
				CLIFFJUMPER
		And it's attack...
STATIC obscures the message
				ULTRA MAGNUS
		Jazz! Cliffjumper!
							CUT TO:
THE FIRST MOON
is covered by Unicron's energy field, and slowly seems to
dissolve.
ANOTHER ANGLE FEATURING UNICRON
a great maw works more intensely crushing bits of the planet.
							CUT TO:
JAZZ AND CLIFFJUMPER ON THAT MOON
as quakes, tremors and cyclonic winds toss and tear at all
structures on the moon and the energy field closes in on Jazz and
Cliffjumper - who, using handholds every step of the way - et
into
AN ESCAPE POD VEHICLE
as Unicron looms larger, larger, the energy field seems to
dissolve the landscape.
				JAZZ 
		Got ...to....blast free....if we can.....
They get in and start retro blasters, the flame of blasters
whirling in wild winds as moon is engulfed.
							CUT TO:
				CLIFFJUMPER (V.O.)
		Ignition and....
SOUNDS of torrential winds, quakes, etc as moon is quickly
becoming Unicron's lunch.
				JAZZ (V.O.)
		Hit it!
ON ESCAPE POD
as it BLASTS OFF and away from Unicron with an EXPLOSION.
For a moment, it looks like they are going to get clean away,
but...
ANOTHER ANGLE
Suddenly it is pulled deep into Unicron.
ANOTHER ANGLE - THE MOON
as Moon shatters like a hollow egg and is sucked completely into
Unicron's maw which closes around it with a snap.
							CUT TO:
GALVATRON IN DECEPTICON HALL OF HEROES
Silence. No more winds. No more movement.
				GALVATRON
		How dare Unicron?!
			(defiant)
		Cybertron and all it's moons are mine!
ANOTHER ANGLE ON GALVATRON
His body starts to twist making him writhe in pain powerless to
resist
				SCOURGE
		But remember, WE belong to HIM!
				GALVATRON
			(gasping for breath,
			 writhing, nods)
		I....will obey, Unicron! Decepticons, to Earth!
The torture stops and Galvatron clutches his throat and tries to
regain his composure as we...
							CUT TO:
EXT. AUTOBOT CITY -- ULTRA MAGNUS
He has a portable communication device. Spike and Bumble can be
seen on it. Springer, Kup, the Dinobots, Blurr, and Hot Rod
look on amid general gathering of Autobots. Arcee holds Daniel
up on her shoulder so he can see. Blaster is in b.g.
				SPIKE
		It's like a terrible nightmare, Ultra Magnus.
				BUMBLEBEE
		This thing - this juggernaut just ripped the
		first moon to shreds.
				SPIKE
		And it's heading this way.
				BUMBLEBEE
		We'll try 'n slow it down...
				SPIKE
		But you'd better get here fast because...
Suddenly, static obscures the transmission.
				DANIEL
		Dad!
				ULTRA MAGNUS
		Autobots, prepare to board the shuttles.
		This new menace is more dangerous than all the
		Decepticons put together. Somehow we must
		destroy it before it devours Cybertron.
				DANIEL
		But what about my dad? He's on the moon 
		between that monster and Cybertron.
				ULTRA MAGNUS
		Daniel, I'll do everything I can for Spike.
				HOT ROD
		And what are we going to do when we get
		there? If that thing crunches moons, it'll
		make short work of us.
				ULTRA MAGNUS
		Maybe the Matrix can stop it.
				HOT ROD
		You're right! It can.
				KUP
		What do you know about it lad?
				HOT ROD
		It's just a feeling.
Hot Rod looks up and sees something.
				KUP
		
		Look!
THE AUTOBOTS TURN TO SEE
POV - ANGLE ON ATTACKING DECEPTICONS
Decepticon ships seem to dive from nowhere to attack the
Autobots.
				ULTRA MAGNUS
		To the shuttles!!!
ANGLE ON DECEPTICON JETS
Galvatron is in the lead.
				GALVATRON
		There is no escape. I, Galvatron
		will crush you just as the magnificent Megatron
		crushed Prime!
				ULTRA MAGNUS
		And you'll die trying just like Megatron!
Ultra Magnus fires Laser and hits Galvatron.
				GALVATRON
		aaaaaaaah! Autobot cur!!
				CYCLONUS
		You want me to gut Ultra Magnus for you?
				GALVATRON
		There are plenty of Autobots for you.
		Ultra Magnus is mine!
THE BATTLE - QUICK CUT
Decepticons dive on fleeing Autobots.
ANGLE - ARCEE AND DANIEL
As Daniel looks up and Arcee moves over to him protectively.
Hot Rod looks at Arcee in the same way she is looking at Daniel.
				ARCEE
		Stay close to me, Daniel...
				HOT ROD
			(to Arcee)
		And you better stay close to me...
Arcee pulls Hot Rod toward her before he gets hit by laser
				ARCEE
		No, you'd better stay close to me.
Blurr is trying to get Grimlock into Shuttle with the rest of the
Dinobots as Decepticon FIRE COMES IN ALL AROUND. Grimlock is like
a "spooked horse" refusing to be shut in the barn.
				BLURR
			(pleading with him, shoving
			 him, talking very, very
			 rapidly)
		Nice Dino, good, Dino, sweet Dino! Won't
		you step into the nice spaceship for Blurr?
		Please, pretty please.
				GRIMLOCK
			(sticking head out past
			 struggling Blurr)
		Me, Grimlock, not "nice Dino!" Me bash brains!
HIS P.O.V. - SEVERAL DECEPTICON JETS COMING AT HIM
GRIMLOCK
He gives FIRE BREATHING BLAST AT JETS as they go by STRAFING THE
SHUTTLE , SHOTS RICOCHETING AROUND GRIMLOCK AND BLURR
THE DECEPTICON JETS
as Grimlock's BLAST SETS THEM ALL ON FIRE and they spin into one
another as we CHANGE ANGLE TO
ULTRA MAGNUS
as Kup, Hot Rod and Arcee MOVE INTO SCENE BEHIND HIM
				ULTRA MAGNUS
		Kup, Hot Rod. Get the Dinobots out of here!
KUP AND HOT ROD
as they run into Dinobot Shuttle, retracting their entry ramp in
HAIL OF FIRE FROM SCOURGE AND HIS SWEEPS.
ON SCOURGE
as he TRANSFORMS to Humanoid mode and shouts orders, FIRING AT
Blurr who BLURRS PAST and then at Arcee who also SHIPS BY
				SCOURGE
		No survivors!
IN DINOBOT SHUTTLE
as Hot Rod squeezes past Sludge Swoop, and Slag to join Kup who
is already at control deck where Grimlock sticks his head down to
look out the window. Kup shoves him aside.
				KUP
		This reminds me of the battle on Alpha 9, when the
		Petro-Rabbits were...(annoyed) Grimlock, get your
		noodle out of my face!
			(starts throwing switches)
				GRIMLOCK
		Me, Grimlock, love Kup's war stories!
				KUP
		You're living one now!
			(to Hot Rod)
		Engage the boosters for Cybertron's sake!
Hot Rod nods and quickly passes his hand over bank of SWITCHES
all of which GLOW AND PULSE with the action.
ANOTHER ANGLE
as DECEPTICON FIREBALL COMES UP and SPLATTERS AGAINST WINDOW,
sending tongues of fire running across the glass behind Hot Rod's
head
				HOT ROD
		You got 'em!
BACK TO KUP AND GRIMLOCK
Grimlock still trying to stick his face in the control panel as
Kup works furiously and more DECEPTICON FIRE HITS THE SHIP
				GRIMLOCK
			(to Kup)
		Tell Grimlock about Petro-Rabbits again.
				KUP
			(muttering, using joystick)
		I'll give you Petro-Rabbits. Contact!
The Shuttle lurches and shakes
ANGLE ON SHUTTLE WITH DINOBOTS
It takes off amidst a hail of Decepticon fire.
				HOT ROD (V.O.)
		Yaaaaaaaaho! We're airborne!
				GRIMLOCK (V.O.)
		Groooooowwwwwrrrr!
ON CYCLONUS AND HIS "WING" OF PLANES
as they bank down toward RISING SHUTTLE FAR BELOW.
				CYCLONUS
		Vaporize them!
Jets streak down toward upward rising Shuttle as we
							CUT TO:
ANOTHER PART OF SHUTTLE LAUNCH AREA
Springer springs onto scene with Daniel, Ultra Magnus and
Perceptor are guarding the entry ramp, firing at Decepticons.
				SPRINGER
			(to Daniel)
		Looks like we're shipmates, squirt!
				DANIEL
		All right!
				SPRINGER
		But if you get space sick, you're gonna
		walk home.
ANOTHER ANGLE FEATURING ULTRA MAGNUS AND PERCEPTOR
				ULTRA MAGNUS
		Hurry!
Blurr blurs up ramp. Arcee reaches the ramp as the shuttle takes
off horizontally.
ON BOARD THE SHUTTLE- ANGLE ON SPRINGER
as he reaches down for Arcee.
				SPRINGER
		Jump.
ON ARCEE
still going up the ramp while the shuttle slowly leaves the
ground.
Just as the wind and gravity are about to knock her off, she
jumps up and...
INSIDE THE SHUTTLE
Springer grabs her hand and pulls her in, narrowly avoiding a
barrage
Daniel is watching, terrified.
				DANIEL
		That was close!
Concussion of Decepticon hit rocks the shuttle
				SPRINGER
		Believe it or not, this is the fun part.
IN "COCKPIT" OF ULTRA MAGNUS' SHUTTLE
Ultra Magnus is at control deck with Perceptor as they "taxi" for
launch and we see oncoming Decepticon jets firing at them
				ULTRA MAGNUS
		No time to preheat....Can this ship take
		it?
				PERCEPTOR
		With an accelerated ignition procedure
		the ceramic housings might create a magnetic
		flux.
				ULTRA MAGNUS
			(baffled)
		What?
				SPRINGER
			(ENTERING SHOT, reaches in
			 and pushes joystick
			 forward)
		He says "go for it!"
Powerful rockets ignite, and the shuttle SHAKES with the sound.
ANGLE ON RUNWAY
The Shuttle's rockets surge, melting the pursuing Sweeps as the
Shuttle hits the sky and soars upwards.
ON DINOBOT SHUTTLE
Cyclonus' Jets fire on it, as we CHANGE ANGLE
ON ULTRA MAGNUS' SHUTTLE
It roars up behind Cyclonus' jets and overtakes and smashes
through them, scattering them as it pulls up alongside the
Dinobot shuttle
INT. DINOBOT SHUTTLE- KUP AND HOT ROD IN "COCKPIT"
Grimlock is peering out of the side ports.
HOT ROD
gives the thumbs up gesture.
ANOTHER ANGLE
INCLUDING Ultra Magnus' shuttle through side port as Springer
gives thumbs up signal in return and Daniel waves
ON SPRINGER
as he turns and reacts, looking straight up and ahead
				SPRINGER
		It ought to be smooth sailin' from here on in.
ON ASTROTRAIN AND DECEPTICON JETS
				ASTROTRAIN
		Fuse them!
Astrotrain starts diving into upcoming Shuttles BLASTING AWAY.
INT. DINOBOT SHUTTLE - "COCKPIT"
as Kup struggles to hold controls, his shuttle also ROCKING from
direct hits
				KUP
			(using intercom)
		Ultra Magnus...what next?
INT. ULTRA MAGNUS' SHUTTLE - "COCKPIT"
shuttle ROCKS WITH DIRECT HITS as Ultra Magnus struggles with
controls
				ULTRA MAGNUS
		Remember what we did off Beta Four!
				KUP
		I remember it well.
ON THE SHUTTLES
They fire (O.S.) at...
A LARGE ASTEROID
With incredible precision, the rays strike the asteroid,
splitting it in two parts.
ANGLE ON ONE OF THE ASTEROID HALVES
It shoots through space and strikes another asteroid, which,
breaks into several pieces, many of them angling back towards...
GALVATRON'S SHIPS
which swerve to avoid them as....
THE OTHER ASTEROID PART
Hits another moon or asteroid or general rock in space, doing
the same thing...
WIDEN SHOT to show that the pieces are shooting around like pool
balls after an incredibly violent break...
... zinging into each other...
.... Narrowly missing Galvatron's ship...
... Filling space with incredible amounts of Dust, lava from
inside the moons, multi-colored gasses, explosions and generally
making a mess of space. (Note: think of this scene as the
"Asteroids" video game.)
ANGLE ON THE AUTOBOT SHUTTLES
As all of this is going on, they jam into hyperspace...
... Corkscrewing and arcing off into the galaxy, leaving only
blurred images of themselves as...
GALVATRON'S SHIP
emerges from the chaos.
ON CYCLONUS
				CYCLONUS
		The explosions jammed my sensors.
			(pause)
		I have lost track of the Autobots!
ON GALVATRON
				GALVATRON
		Damn it!! They did the same thing
		to me off Beta four!
							DISSOLVE TO:
DEEP AND SERENE SPACE - ULTRA MAGNUS' SHUTTLE AND DINOBOT
SHUTTLE
		Possible song - optimistic adventure
		with the suggestion that all dreams
		might not happen.
as both shuttles soar majestically through the vast depth of
infinite space.
				ULTRA MAGNUS (V.O.)
		Congratulations Autobots, we've lost
		'em at least for a while. So rest up. We'll
		refuel on the Junk Planet and work out our
		battle plan there.
INT. DINOBOT SHUTTLE - KUP
Kup sits spinning yarns, leaning back in chair as Grimlock,
Sludge, Slag and Swoop lie, lounge, sit with chin on hands, all
listening like little kids to a bedtime story - in rapt attention
				KUP
		Yep, I remember the dust was so thick off Beta 4
		had to use windshield wipers on your optic
		sensors....
				GRIMLOCK
			(impatiently)
		Me, Grimlock, know all about wipers!
		Want to hear good part of story!
				SWOOP
			(beating wings rapidly,
			 excitedly)
		Good part, Kup! Tell Swoop good part!
	 SLUDGE SLAG
 (excitedly) (beating tail on
 Unh unh unh.... floor)
					 Good part...tell
					 ...tell...
				KUP
		Okay, Okay. The dust was really thick and
		then this gigantic Ick Yak...
ON HOT ROD
He is practicing sparring with a SPINNING AUTO-COMBATANT - a very
high tech quintain with many arms, legs, and weapons that test
the user's skills, and reflexes.
Hot Rod wears sparring gauntlet, and holds a small LASER DAGGER
and special shield.
As he lowers shield and reacts to Dinobot reactions to Kup's
story.
				HOT ROD
		Don't you think we have better things
		to do now than tell stories Kup?
				KUP
		Like what?
				HOT ROD
		Like maybe figure out how we're gonna stay alive.
				DINOBOTS
			(ALL SHUSH HIM)
As he is speaking, Auto-Combatant "sees" its opening and gives
Hot Rod a swift kick in the rear, sending him flying (o.s.)
THE AUTO COMBATANT
Then hammers its fists on top of his head...
ON HOT ROD
Irked.
				HOT ROD
			(continuing)
		Time out, for Cybertron's sake!
ON AUTO-COMBATANT'S FACE
as it sticks out a metal tongue and gives him a LOUD RASPBERRY
BACK TO SCENE
as Hot Rod rises and draws his fist back to clobber the
Auto-Combatant
				AUTO COMBATANT
			(mechanically, quickly)
		Time out, time out, time out!
Suddenly, the shuttle rocks from impact and SPARKS and flames
shoot out of large hole in wall
ON ULTRA MAGNUS AT CONSOLE INTERCOM
				ULTRA MAGNUS
		Kup! Raise your force fields at once! They're
		armed with.....
ON GALVATRON ON "BRIDGE" OF FLAT TOP
as he presses firing button ...
				ULTRA MAGNUS (V.O.)
		Moleculon Missiles!
ANGLE ON GALVATRON'S CARRIER
Particularly deadly looking missiles shoot out.
ANGLE ON THE DINOBOT SHUTTLE
It zooms towards a whopper of a planet, surrounded by several
small moons. We will later learn that this planet is Quintesson,
but for now, it's mysterious.
The moleculon missiles streak after it like sidewinders.
INT. THE DINOBOT SHUTTLE
Kup and Hot Rod pilot the thing for all it's worth.
				HOT ROD
		They're closing on us!
				KUP
		Yep, like the shrikebats of Dromedon!
				HOT ROD
		Yeah, how'd you beat them?
				KUP
		I'm trying to remember...there were an awful
		lot of casualties that day...
ANGLE ON THE SHUTTLE AND MISSILES
The missiles streak toward them.
				KUP (O.S.)
		Oh yeah, we inversed polarities.
				HOT ROD (O.S.)
		That'll tear the ship apart!
				KUP (O.S.)
		You got a better idea?!!
With that, the ship seems to stop, on a dime, in mid air!
The missiles zoom past it.
INT. THE SHIP (KUP AND HOT ROD)
Hot Rod watches wide-eyed, as Kup watches ahead warily, hands on
the controls.
				HOT ROD
		Okay, so you were right.
				KUP
		Don't run your programs until they're debugged.
ANGLE OUT THE VIEWSCREEN
Suddenly, the moleculon missiles, reverse course and start coming
back.
				HOT ROD
		They're coming back.
				KUP
		Let's just hope we've screwed up their
		trajectories.
ANGLE ON THE MISSILES
The missiles sidewind towards them, then their paths cross and
BOOOM!
Everything flashes white.
ANGLE ON THE DINOBOT SHUTTLE
				HOT ROD
		Whew!!!
INT. THE DINOBOT SHUTTLE
Kup and Hot Rod look forward, their eyes, blinking, as if
strained.
				KUP
		Yep, I thought we'd had it that time
		for sure.
EXT. ANGLE ON THE SHIP
It sits next to a gigantic alien-made moon. Suddenly, a hatch
opens and a massive grabber that looks like a lobster claw
shoots out at it.
ANGLE ON HOT ROD
He sees the claw coming out of the viewscreen.
				HOT ROD
		Dive!
ANGLE THROUGH THE VIEWSCREEN
The claw snaps on the front of the ship, smashing the window
and...
ANOTHER ANGLE
crushing the area between Hot Rod and Kup.
SPACE - ANGLE ON THE SHIP
As it explodes, flinging the Autobots inside down toward the
Quintesson's planet.
							CUT TO:
GALVATRON PURSUING ULTRA MAGNUS' SHUTTLE
							CUT TO:
INT. ULTRA MAGNUS' SHUTTLE - ULTRA MAGNUS, SPRINGER
as they man control panel in cockpit. In the background, Blurr
and Arcee work to patch other holes in hull and Daniel helps
them.
Perceptor slowly plots coordinates on light-up table, oblivious
to
SHAKES AND ROCKINGS of their ship.
				SPRINGER
		Kup and Hot Rod just bought it!
				ULTRA MAGNUS
		I can't deal with that now.
				SPRINGER
		Face it, Magnus, the Decepticons 're
		gonna dog us until they see us dead!
Ultra Magnus nods solemnly
				ULTRA MAGNUS
			(cryptic)
		Then that's exactly what they're gonna
		see.
							CUT TO:
THE DECEPTICON FLAT TOP AND CYCLONUS' ARMADA
ON GALVATRON
as he works controls which eject more Moleculon Missiles.
HIS P.O.V. - ULTRA MAGNUS' SHUTTLE
electrical outline envelopes it and there is a...
... blinding flash after which...
.. remnants of the hull and superstructure explode toward camera
and past camera accompanied by explosive sound and then, silence!
... Where the shuttle had been there is now...nothing! Just loose
asteroids and clouds of space dust
				CYCLONUS
		The Autobots have been terminated!
				GALVATRON
		Excellent. And soon we shall say the
		same of that infernal Unicron.
Suddenly, Galvatron's body begins to twist, and he writhes in
pain.
				GALVATRON (CONT)
		Aaaah! Take me to Unicron...Aaaah!
LONG SHOT ON THE HUGE FLAT TOP
as it veers off and away from the space cloud, followed by
Cyclonus' Armada.
Hold for a beat, and then CLOSE IN on the dust cloud as...
... part of Ultra Magnus' shuttle flies into the clear.
ANGLE ON THE COCKPIT
Arcee, Perceptor, Springer, Blurr are crowded together in cramped
remnant of cockpit as Daniel and Ultra Magnus sit at the control
deck
				ARCEE
		Did we have to detonate three- quarters
		of the ship?!
				SPRINGER
		Seeing how they would have detonated
		four quarters, I think it was a good choice.
SUDDEN SHUDDER AND THE SHIP DROPS SHARPLY, all holding on to each
other and to any protruding handhold
				ULTRA MAGNUS
		Perceptor....can you still locate the Junk Planet?
				PERCEPTOR
		Gamma waves in this sector of space create
		marginal navigation probabilities, however.....
			(looks at Ultra Magnus)
ULTRA MAGNUS
Holds his head in his hands as Springer grimaces
RESUME ON PERCEPTOR
realizes he's overdoing it again, clears his throat
				PERCEPTOR
		Ahem.....yes I think I can.
LONG SHOT- SHUTTLE CHANGING COURSE TOWARD LARGE DISTANT PLANET
which we see as dim shadow on the edge of space
							CUT TO:
A small, falling object appears high above Quintesson and hurtles
down, down, over and over until it is in view and we see it is...
HOT ROD
still cartwheeling down toward the planet below, trying to change
the angle of his fall
HOT ROD - TRACKING
He plummets down through layers of atmosphere and continues to
fall past shiny rock pinnacles of unusual construction as we
CHANGE ANGLES TO
AERIAL VIEW OVER A VAST SEA OF LIQUID ENERGY
as Hot Rod falls into the sea, we CUT TO
THE SILVERY ENERGY SEA
Hot Rod sinks to the bottom where he collides with...
... a metallic reef, bounces, manages to right himself, shaking
his head as he regains equilibrium, and...
Then he transforms into auto mode modified for undersea action
and starts riding off as he calls through intercom.
				HOT ROD
			(bubbling, filtered voice)
		Kup....Grimlock? Slag!....Anybody?
WE FOLLOW him through undersea world as he rounds a "corner" of
the Reef Wall and reacts
HIS P.O.V. - A HUGE, MECHANICAL 0 SQUID CREATURE
The ROBOTOID SQUID is tearing Kup to pieces and tossing the
pieces across the ocean floor with its silvery metal tentacles
ON HOT ROD
				HOT ROD
		Kup!
He transforms and blasts...
THE SQUID
angrily streaks toward Hot Rod.
HOT ROD
Fires at the Squid, but not stopping him.
ANOTHER ANGLE
Hot Rod's shot plinks off a couple of tentacles, but the squid
keeps coming...
... Wraps his tentacles around Hot Rod and starts crushing...
... Hot Rod looks like he's about to be crushed, but he...
... Shoots
... Its hideous Optical Sensor.
THE SQUID
releases a laser print ink stream which boils out in the water in
a series of dots and "x" shapes and retreats.
				HOT ROD
		Don't worry, I'm not coming after you.
HOT ROD
lowers his head and blows blast of air through head-piece. The
air blast clears the water, revealing Kup's head and torso half
buried in the "sand"
ON HOT ROD AND KUP'S HEAD
as hot Rod kneels
				HOT ROD
		Kup! Say something!
CLOSE ON KUP'S HEAD
as he turns head around to look up at Hot Rod and spits out a
mouthful of sand
				KUP
			(bubbling as he speaks)
		Fix me!
				HOT ROD
		Sure, Kup....right away!
Hot Rod rapidly PULLS KUP'S SCATTERED BODY PARTS TOGETHER.
							CUT TO:
KUP AND HOT ROD ON THE RED DESERT SHORE OF THE ENERGY SEA
Kup stands impatiently while Hot Rod reassembles them.
				HOT ROD
		Well...what do you think?
Kup feels his elbow joint, twists his neck side to side and gets
creaks and squeaks and moves legs in odd, creaky way as he is
trying himself out.
				KUP
			(a beat, then grimaces)
		There's a piece missing.
				HOT ROD
		No way....
			(sifts through pile of
			 SCRAP METAL PARTS lying
			 at Kup's feet)
		See, this wasn't yours...it's some kind
		of prehistoric ion cruncher....and this
		doohickey looks like a funky energon
		funnel... and this...
				KUP
			(moving up and back, bending
			 arms and hands, CREAKING,
			 CLUNKING, SQUEAKING)
		Well, I still think I'm short a part!
			(sees Hot Rod hang his head)
		But all things considered, you did an
		amazing job, lad! Amazing!
				HOT ROD
			(brightening)
		Really?
				KUP
			(rotates arm rapidly)
		Yeah, you even got rid of a nasty burr on my
		rotator! Now, let's find the Dinos and
		get off this twisted planet!
ON KUP
as he transforms it's evident that a fender is misplaced and a
wheel mounted improperly so it wobbles and he rides unevenly with
much chugging and oil spewing
				KUP (V.O.)
			(in vehicular mode)
		Of all the circuit glitched diode blowin'
		dim-wittery... I told you a part was
		missin'.
we watch Hot Rod and Kup move off into the distance as we:
DISSOLVE TO:
ANOTHER PART OF QUINTESSON
Kup and Hot Rod walk along a swampy, marshy area.
Suddenly, there are several loud gurgles, and we can see the
shapes of something terrible emerging through the muck.
Hot Rod spins to fire, but Kup bats down his arm.
PAN TO SHOW
EIGHT SHARKTICONS (in humanoid mode) surrounding them. The
Sharkticons are smaller than the Autobots, but they look ugly and
vicious.
				KUP
		Don't act hostile. I'll use the universal greeting.
				HOT ROD
		Universal Greeting.
				KUP
		Watch. I'll have them eating out of
		my hand.
				HOT ROD
		Or our faces.
Kup holds out his hands to show that he has no weapon. Then, he
addresses them...
				KUP
		Bah-weep-Graaaaagnah wheep ni ni bong...
				HOT ROD
			(mocking, mimicking)
		Bah-weep-Graaaaagnah wheep ni ni bong...
The Sharkticons look interested.
				SHARKTICONS
			(GROWL VERSION OF THE SAME
			 THING)
				
				KUP
		See, the Universal Greeting works every
		time.
			(pause)
		Now, without making any sudden moves,
		give them an Energon goody.
Kup reaches into his belt, presses a button and pulls out an
Energon cube. Hot Rod, somewhat suspicious of the whole process
does the came.
They hold out the cubes and two of the Sharkticons take the
Energon cubes, like dogs getting a treat.
Then, the other six show up looking for cubes.
				HOT ROD
		This is getting expensive.
				KUP
		Don't worry, they'll reciprocate.
They each hand out three Energon goodies to the remaining six
Sharkticons... The Sharkticons eat them happily.
Then, they back off, eyeing the two Autobots with menace.
				HOT ROD
		I thought they were supposed to reciprocate.
				KUP
			(not sure of himself)
		Customs vary from place to place.
Suddenly, the Sharkticons transform to their vicious mode and
lunge at them.
The two robots, taken by surprise, fall backwards.
PAN FROM the fallen robots to an area behind a tree. For just a
moment, we see a small yellow Autobot in robot mode. There, then,
as quickly as we realize what it is, it transforms into automode
and vanishes in a flash.
It was Wheelie.
THE SHARKTICON CAMP ON QUINTESSON - KUP, HOT ROD AND SHARKTICONS
Sharkticons march Kup and Hot Rod into a HOLDING PEN within a
walled compound.
As we FOLLOW THEM INTO PEN we PULL BACK and PAN to establish that
entry procession is being watched by...
THE QUINTESSONS
slender, spindly framed robotic creatures with oversized five
sided heads, each side bearing a different mechanistic face with
a different expression on each - smiling, angry, grimacing,
suspicious and the fifth face is not yet to be seen.
As Hot Rod and Kup are led to certain death in the Quintesson
dungeons, harsh, dissonant, metallic and terrifying music plays,
underscoring the brutal evil they face,
				KUP (V.O.)
		Reminds me of the Niter Slave Mines on
		Golgonath Seven....
				HOT ROD
		Every place reminds you of some place
		else.....
				KUP (V.O.)
		Experience, lad. You should learn to appreciate
		it.
				HOT ROD
		A lot of good it's done us so far!
ON HOT ROD AND KUP
as Hot Rod looks around and reacts sharply
HIS P.O.V.- THE QUINTESSONS
as we feature the Leader Quintesson who is taller and wears a
different color robe from others. He is watching arrival of Kup
and Hot Rod and his faces rotate so it goes from smiling face to
suspicious face to angry face to furious grimace.
RESUME ON HOT ROD AND KUP
as Sharkticons shove and prod them, JOLTING them into the holding
pen and locking the gate.
Then, they install RESTRAINING BOLTS.
				HOT ROD
		I can't transform!
				KUP
		They're restraining bolts, lad.
				HOT ROD
			(looking around)
		We got to get a new travel agent.... What
		is this place?
PAN FROM HIS P.O.V. - A SHADOWED, ALCOVE LIKE HUT
as a figure moves forward slightly and speaks in a harsh, bass'o
voice. It is GRANIX. We saw him in the first scene, escaping
from his planet when Unicron ate it.
 {Note: The script says *G*ranix here. Not my mistake.}
				
				KRANIX
		The world of the savage Sharkticons and their
		cruel masters the Quintessons. They hunt down
		those who try to escape the wrath of Unicron,
		and put them on trial.
				KUP
		But what if they're innocent?
				KRANIX
		Guilty or innocent, the sentence is always the
		same - death!
				HOT ROD
		Unicron?! Who's Unicron?
				KRANIX
		A planet six times the size of this one that
		absorbs everything in its path.
				KUP
		So that's the monster's name.
				HOT ROD
		I wonder if there's any connection between
		it and Galvatron.
Suddenly, a Quintesson Guard roars in...
				QUINTESSON GUARD (V.O.)
		That one!
All turn and look off, reacting as two Guards thunder in, grab
Granix and pull him back out of the door.
 {NOTE: Another instance of the spelling of Granix}
ANOTHER ANGLE - INCLUDING THE LEAD QUINTESSON
as he points at Kup and Hot Rod
				QUINTESSON GUARD
		Soon, you too shall receive your sentence.
THEIR POV - OUT THE WINDOW THE ARENA
Kranix stands on what almost looks like a wide diving board over
a watery (or oily) pit teeming with Sharkticons.
				LEAD QUINTESSON
		Jury, have you reached a verdict?
				JUROR #1
		We have your honor.
				LEAD QUINTESSON
			(to jury of Quintessons)
		Guilty.....Or innocent. I repeat.
				KRANIX
		Spare me this mockery of justice.
				LEAD QUINTESSON
		
		I repeat, guilty...or innocent.
				JURORS
		Guilty!!
Jury's faces rotate to fifth expression - a DEATH'S HEAD
ON GRANIX {NOTE: Yet another, final, reference to Kranix as Granix}
Suddenly, the Robot is dumped into a pit of teeming Sharkticons
and there is a mad frenzy.
In moments, he is no more.
ANGLE ON KUP
He watches grimly through the bars.
				KUP
		Not the end I'd wish for, lad.
							DISSOLVE TO:
THE EDGE OF A HUGE, SHADOWY PLANET IN SPACE
as Ultra Magnus' Shuttle is BUFFETED BY WINDS AND STORMS as it
enters the atmosphere of JUNKION.
INT. THE SHUTTLE
as it SHAKES AND RATTLES VIOLENTLY
				DANIEL
		Where are we, Springer?
				SPRINGER
		The place where everything ends up
		after you throw it out.
TIGHT ON BLURR
as he holds up hands and CROSSES fingers.
RESUME ON SPRINGER
Tenses and crouches protectively around Arcee and Daniel as we
see mountains of junk whizz past the window.
				ULTRA MAGNUS
		Brace for impact!
ON SHUTTLE - TRACKING
It plummets through the mountains and canyons of junk, narrowly
avoiding crashing, but frequently hitting junk pinnacles or sides
of junk walls, and causing avalanches of junk.
By the time the ship lands, it is nearly indistinguishable from
the junk.
INT. THE SHUTTLE
Everyone is in a jumbled tangle - Ultra Magnus beneath Blurr,
Perceptor upside down and hanging from torn end of stairway,
Arcee crouched over Daniel and Springer with half his body
sticking through the hull
 SPRINGER
 (pulling himself free of
 hull wall)
 Remind me to give the Auto Pilot a raise...
Daniel creeps out from under Arcee and shakes bits of broken
metal and dust off his shoulders
 DANIEL
 Wow! That was better'n the Roller
 Coaster at Future World!
 PERCEPTOR
 (working scanner, computer
 device, thoughtfully)
 The composition of this planet seems
 to be a chaotic amalgam of discarded
 ferrous and non-ferrous articulations.
 ULTRA MAGNUS
 (baffled)
 How's that?
 SPRINGER
 (opening hull door with a
 RIPPING OF METAL)
 He says the planet's made of junk.
SPRINGER AND PERCEPTOR AT OPEN DOOR
as they look out on landscape of "living" junk
 SPRINGER
 Yep, this dump is a dump......
ULTRA MAGNUS
as he straps on TOOL BELT
 ULTRA MAGNUS
 We might be able to salvage this thing.
 (checks LASER DRILL, turns
 it on, off)
Ultra Magnus starts for door followed by Blurr who takes up a saw
and tool belt and Perceptor who rolls up Shuttle Plans as Daniel
moves out to join them
 DANIEL
 Can I help, too?
 SPRINGER
 It's rough out there, kid. Stay inside
 and play with crayons or something.
ARCEE
as she steps forward with a smile, a strange GRID LIKE "SUIT" in
her hand
 ARCEE
 I think Daniel can make himself useful
 with....this! It used to be Spike's.
 (holds Grid-like metal frame "suit")
 DANIEL
 Wow! Dad's exo-suit. He told me about
 it but I never saw it.
 ARCEE
 Here, try it on.
She starts helping him into the exo-suit.
ON DANIEL
as he gets inside the "suit" which fits over his body like a
grid-work metal "cage."
Daniel clips "cage" of Exo-Suit shut and stands up inside the
gridwork which makes him taller and broader. He moves awkwardly,
barely able to advance a step
 SPRINGER
 Just think about what you want to
 do before you do it!
DANIEL
brows knitted, thinking.
 SPRINGER
 Don't fight it Dan-O.
He suddenly starts moving rapidly backwards, then sideways, then
forward, then he starts dancing rapidly, then bounces off
walls...
..spinning upside down, then flips over several times and lands
in a splatter, legs spread, arms this way and that - amused,
startled and unhurt.
 DANIEL
 (continuing)
 It's kind of tricky....
He suddenly flips around twice in mid-air then regains his feet
and leans way over against Arcee for support.
She laughs and pats his shoulder
 ARCEE
 For the first time out, you were great!
ON SPRINGER AT DOOR
as he sends down RAMP and motions to the others curtly
 SPRINGER
 Show time's over! We've got work to do!
 (he starts out)
EXT. THE SHUTTLE
as Springer, Arcee, Daniel et.al. come down the ramp and look
around at the lush "vegetation" of growing junk clumps all around
them and a long vista of junk mountains and spires of weathered
junk-rock.
 DANIEL (V.O.)
 (whistles)
 This must be the junk capital of the
 universe!
LONG SHOT- DANIEL AND THE OTHERS
as they start DIGGING for parts to repair the ship, sinister
Junkions begin to emerge from the junk to watch them. Their
leader, WRECK-GAR, speaks to his fellow Junkions.
 WRECK-GAR
 (in guttural, rusty,
 metallic rumble)
 Stop thief! No welcome-wagon, "hello stranger!"
 that good coffee flavor
 OTHER JUNKIONS
 Yeah, or your money back!
Wreck-Gar shows large JUNK GUN with all sorts of razor sharp fins
and rusty little rocket missiles mounted around the howitzer
like barrel
 WRECK-GAR
 Operators are standing by!
They laugh in guttural, clanking sounds and look out at Springer
and the others who keep working as we
 CUT TO:
EXT. THE GATE TO THE QUINTESSON PALACE
At first, we see only the face of a sinister Quintesson
gatekeeper, backed up by heavily armed Sharkticons.
 QUINTESSON
 Greetings, noble strangers.
ANGLE ON THE DINOBOTS
They stand at the gate, looking more like kids showing up at your
door wondering if you can come out and play, than like serious
robots on a serious mission.
 GRIMLOCK
 Yes, me, Grimlock, noble!
 Me, Grimlock search for friends.
ANGLE ON QUINTESSON AND GRIMLOCK
The Quintesson, showing his friendly face, smiles.
 QUINTESSON
 And who might they be?
 GRIMLOCK
 Autobots. Hot Rod and Kup.
 QUINTESSON
 (feigning recognition)
 Oh yes. A young one and an old one.
 GRIMLOCK
 Yes. You know friends. Where are they?
 QUINTESSON
 They went down that path.
He points to...
A PATH
It probably isn't lined with primroses, but it should be.
GRIMLOCK
 GRIMLOCK
 You good friend to Grimlock. I reward
 you, sometime.
With that, the four Dinobots head towards the "primrose path."
ANGLE ON THE QUINTESSON
His head rotates and he smiles a sinister, evil smile.
EXT. UNICRON
Galvatron stands upon the demonic planet, in an extremely
contorted position.
 GALVATRON
 Why do you torture me?!
VARIOUS ANGLES ON UNICRON
We have no idea where this godly voice is coming from, but this
place sure is spooky.
 UNICRON
 You have failed.
 GALVATRON
 No, Unicron. Ultra Magnus is dead.
 UNICRON
 Then where is the matrix?
 GALVATRON
 Destroyed, with him.
 UNICRON
 The matrix can not be destroyed.
 (pause)
 And Ultra Magnus lives on the
 planet of Junk. Stalk him. Cut him open!
 And bring the matrix to me.
 DISSOLVE TO:
EXT. THE PRIMROSE PATH
They step along the primrose path, not noticing as sinister
things start to happen all around them.
ANGLE ON A METAL EATING PLANT
This thing looks like a metal version of a "venus fly trap," and
it has a malevolent red eye which lights up.
Swoop walks past it in humanoid mode.
SNAP!
It misses him by an inch.
 GRIMLOCK
 Me Grimlock, positive Hot Rod and Kup
 close! Get thump, thump, thump...
 (taps his head hard)
ANGLE ON THE GROUND - IN FRONT OF SLAG
Suddenly, a section of stones drop away in front of Slag
revealing a spiked pit...
 SLAG
 Me, Slag say you are full of beryllium balony.
He is just about to fall in when...
ANGLE ON GRIMLOCK AND SLAG
Grimlock, in dino mode, slaps him with his tail, knocking him
away an instant before he steps into the hole...
 GRIMLOCK
 Me, Grimlock, say you full of cesium salami!
Slag gets up...
 SLAG
 Beryllium balony!
 GRIMLOCK
 Argh!
ANGLE ON GRIMLOCK
He is about to pounce on Slag when a massive tree, which is
actually more like a sword, suddenly is spring and arcs
toward him.
The machete like blade strikes the ground, between Grimlock and
Slag narrowly missing them. He turns and sees the thing
stocking in the ground.
 GRIMLOCK
 Me, Grimlock think trees here are
 cheap model.
 SLAG
 Like your head! (laughs at own joke)
Grimlock jumps on Slag and wrestles him to the ground.
Suddenly, a SQUEAKY, ODDLY CHILDISH VOICE speaks from o.s.
 SQUEAKY VOICE (WHEELIE)
 Friends find. Look behind.
 GRIMLOCK
 (furious)
 Who say that?
HIS P.O.V. - WHEELIE
WHEELIE is the Wolf Boy of Quintesson - an Autobot who's been
evading the Sharkticons since his parents' ship crashed, killing
everybody else in his party. He wears a necklace of Sharkticon
teeth, packs a three bladed laser knife and a special SLING which
hurls FIRE STONES.
He fears nothing, especially the Dinobots, and he cockily struts
into the clear...
... walks right up Sludge's tail onto Sludge's back and then
shinnies up his neck and jumps onto...
... Slag's head where he stands eye to eye with Grimlock
 WHEELIE
 Friends find. Look behind. Many Face
 lie. You fool! You buy!
GRIMLOCK AND WHEELIE
 GRIMLOCK
 (eyes blaze, furious)
 Me, Grimlock, "fool?"
 WHEELIE
 (smiling breezily)
 Picture you got. Now fool you not!
 (he laughs in a wild,
 metallic cackle)
Grimlock raises a claw to swipe Wheelie off Slag's head
 GRIMLOCK
 Me, Grimlock, no like you!
ON WHEELIE
as he scowls and quickly loads FIRESTONE IN SLING and slings it
onto Grimlock's nose where it EXPLODES making Grimlock yowl and
pull back, feeling his reddened nose and speaking through his
nose angrily
 GRIMLOCK
 (continuing)
 Doooooooow! Why boy hit by dose?
 WHEELIE
 (folds arms across his
 chest)
 Wheelie say, find friends today!
 (nods defiantly)
Grimlock and Slag react as we
 
 CUT TO:
THE QUINTESSON "COURTROOM"
Kup and Hot Rod stand on the platform over the Sharkticon pit.
They are "bound" by restraining bolts.
ANGLE ON THE QUINTESSON JUDGE
 QUINTESSON JUDGE
 Before we deliver your verdict, would you like to
 beg for your lives?
ANGLE ON KUP AND HOT ROD
Kup turns to Hot Rod.
 KUP
 Remember when you put me together today?
 HOT ROD
 (sarcastic)
 Sure, that's all I got to think about.
 KUP
 I know what part you forgot.
 QUINTESSON JUDGE (V.O.)
 Silence or I'll hold you in contempt of this court.
 HOT ROD
 I have nothing but contempt for this court.
ANGLE ON THE QUINTESSON JUDGES
Suddenly, their heads swivel around to deaths heads.
ON KUP AND HOT ROD
The platform drops away and they tumble...
KUP AND HOT ROD - TRACKING
Suddenly, Kup in double-jointed fashion slips out of the
restraining bolt...
 KUP
 That doohickey you lost was part of my shoulder socket.
 Watch this, lad... without it, I'm double jointed
 as Houdini.
Then, he transforms to humanoid mode and shoots off Hot Rod's
bolt.
 HOT ROD
 Wish you'd figured that out a little sooner.
 KUP
 Better late than never!
ANGLE ON THE SHARKTICON PIT
In full humanoid mode, they land, their weapons drawn.
ANGLE ON ALL
Kup and Hot Rod fire, driving some Sharkticons back.
 HOT ROD
 They've got more Sharkticons than we have
 photon charges!
Kup transforms to Auto mode.
 KUP
 Let's hold a demolition derby!
Then, he roars into a bunch of them, slamming a massive stack
into the wall.
ANGLE ON HOT ROD
He transforms, too and does the same thing.
ANGLE ON THE SHARKTICON PIT
As fast as the Autobots can run the miserable things over, new
swarms of them come out.
ANGLE ON KUP AND HOT ROD
They clear out a circle in the center of the pit and transform to
humanoid mode.
 HOT ROD
 Didn't even bend a fender.
 KUP
 Yeah, but look. There are a lot more of
 those cam dinging, grill-crackin' things.
WHAT HE SEES
is a wave of larger, more powerful Sharkticons.
 HOT ROD
 We can't hold out forever, but we
 can give them one whopper of a repair
 bill.
ANGLE ON THE SHARKTICONS
They charge Kup and Hot Rod
Kup and Hot Rod
fire into them, destroying several, but are....
... Soon overrun.
The Sharkticons crawl all over them, munching on their metal.
SUDDENLY --
 DINOBOTS (O.S.)
 
 (WAR WHOOP)
ANGLE ON THE DINOBOTS
They fly down and land on the pile, transforming into Dinobot
mode.
ASSORTED SHOTS OF DINOBOT CARNAGE
SLUDGE in brontosaurus mode, swats several around with his tail,
while stomping them with his feet.
GRIMLOCK
Lowers his teeth to devour a much smaller Sharkticon, the
Sharkticon bares his teeth, realizes that he's a second stringer,
and scampers away.
 GRIMLOCK
 Me Grimlock want to munch metal!
Slag barrels into Sharkticons, making a quick shishkebob out of
them, while...
Swoop picks two up with his claws, flies in the air and drops
them on other Sharkticons.
THE SHARKTICONS
suddenly back off and begin transforming (bowing) to the
dinobots.
ANGLE ON ALL
Kup and Hot Rod dig themselves out of a pile of Sharkticon parts.
 HOT ROD
 I never thought I'd be so happy to see
 those big bozos.
ANGLE ON GRIMLOCK
He turns to Hot Rod.
 GRIMLOCK
 Me Grimlock no bozo. Me king!
ANGLE ON QUINTESSON JUDGES
They look down, their angry faces showing.
 QUINTESSON JUDGE
 Sharkticons! Execute them.
ANGLE ON GRIMLOCK
He points to the Quintessons...
 GRIMLOCK
 Me Grimlock say execute them.
THE SHARKTICONS
for a brief instant, don't seem to know what to do.
Then, they charge the Quintessons.
THE CHASE
The Quintessons start to flee, but it's clear that the
Sharkticons, who climb over the stacked bodies of other
Sharkticons, are going to catch them.
 KUP
 I think the problems on this planet
 will be solved very shortly.
ON HOT ROD
 HOT ROD
 But what about our problems. We need a ship.
WHEELIE
 WHEELIE
 You get a ship if I get a trip.
ANGLE ON HOT ROD
He turns to the little, feral, robot.
 HOT ROD
 Who are you.
SLAG AND WHEELIE
The dinobot lifts up Wheelie.
 SLAG
 Him Wheelie, him friend.
HOT ROD
 HOT ROD
 He'll be mine too, if he can find a Quintesson ship.
ANGLE ON WHEELIE
He points into the distance...
WHAT WE SEE
is the strangest looking corkscrew ship we've every seen
sticking out of the ground.
 HOT ROD
 That's a ship?
EXT. THE SECOND MOON OF CYBERTRON
PAN ACROSS an enormous stockpile of weaponry as we hear the
terrible roar we have come to associate with Unicron.
 SPIKE
 If this doesn't do it, nothing will.
ANGLE ON SPIKE
He sets a timer to 20 seconds. The L.E.D. clicks down.
BUMBLEBEE
now with a new bumpersticker which is a Unicron with a red circle
and slash through it, looks very fidgety.
 BUMBLEBEE
 Let's get out of here.
BUMBLEBEE AND SPIKE
They run over to a small space ship as...
... The timer counts down.
THE SPACESHIP
takes off.
ANGLE ON THE SECOND MOON
Now, for the first time, we see what is really going on. Unicron
looms behind it, about to do the big munch.
ANGLE ON BUMBLEBEE AND SPIKE
They roar away.
ON UNICRON
His mist surrounds the planet...
ON BUMBLEBEE AND SPIKE
They stop their ship in space.
 BUMBLEBEE
 Five, four, three, two, one...
ON THE SECOND MOON AND UNICRON
BLAMMMOLA!
An incredible display of fireworks goes off, seemingly blowing
Unicron to smithereens.
ON BUMBLEBEE AND SPIKE
They slap palms.
Then, they look up, horrified.
 BUMBLEBEE
 It isn't even dented.
 SPIKE
 Let's get out of here!
ON UNICRON
The great Maw opens and we hear a grand cosmic roar!
Suddenly, the smoke and space junk from the explosion are sucked
into his mouth.
ON BUMBLEBEE AND SPIKE
They try to fly away.
 SPIKE
 We're being sucked into it!
ANGLE ON THEIR SHIP AND UNICRON
Despite the fact that their thrusters are on full power, they are
still sucked into...
UNICRON...
Whose great mouth shuts when he's got the human and the Autobot.
 CUT TO:
DEEP SPACE - THE PLANET JUNKION 
ANGLE ON ULTRA MAGNUS' SHUTTLE
as Arcee and Springer work on the ship, while Perceptor watches.
 PERCEPTOR
 Be sure the fittings are securely welded!
ANGLE ON BLURR
as he uses FLAME JETS FROM FINGER TIPS TO WELD joints where new
"canopy" is fitted
 BLURR
 (very fast, as usual)
 Absolutely, positively, definitely...
WIDE SHOT TO INCLUDE DANIEL
as he helps Blurr install a junk part.
 DANIEL
 This exo-suit is fantastic!
 (to Blurr)
 Want me to do that?
 BLURR
 Weld? You? Really? Well, why not? Give
 it a try, but think it through first!
Daniel knits his brow, extends FINGER OF EXO-GLOVE which is part
of exo-suit.
CLOSE ON EXO GLOVE AND DANIEL'S HAND
as hand quivers and his finger shoots out a tiny flame which
sputters, sparks and then goes out like a wet match
RESUME ON BLURR AND DANIEL
 BLURR
 Practice, practice, practice!
WRECK-GAR AND JUNKIONS IN HIDING
Wreck-Gar starts to motion them to the attack, and the Junkions
ready their weapons.
 WRECK-GAR
 Forward, avanti, apfel and like, go for
 gusto....
 (stops as OMINOUS ROAR comes
 from overhead and he looks
 up)
HIS P.O.V. - GALVATRON AND HUGE DECEPTICON FORCE
 WRECK-GAR (V.O.)
 Hang on, this be industrial strength
 We watch...
ULTRA MAGNUS
as he, too, hears and then looks up and sees the Decepticon force
 ULTRA MAGNUS
 Decepticons!
 (to Springer)
 We've got to draw them off and then double back
 to the ship!
ANGLE ON CYCLONUS
with Galvatron piloting, races up and launches a particularly
nasty looking missile which streaks INTO SHOT and...
ANGLE ON ULTRA MAGNUS' SHIP
... BLAMMOLA!!!!!!!!!!!!!
Turns it into junk.
Springer FIRES UP at INCOMING JETS, calling to the others
 SPRINGER
 Cancel that last order.
ON ARCEE, DANIEL, BLURR
as Arcee transforms and moves off in one direction. Daniel looks
at Blurr who is starting to transform
 DANIEL
 What do I do?
 BLURR
 Transform! You can do...
 (TRANSFORMATION complete,
 he blurs off and, in V.O.
 adds)
 ...it!
Blurr GOES OFF outblurring past HAIL OF LASER FIRE from Ramjet
scorching by overhead
ON DANIEL
as he reacts, looks around, thinks, brows knitting, looking off,
reacting
 DANIEL
 Transform....
HIS P.O.V.- SCAVENGER
Coming at him from one side, Shrapnel coming from the other side
ON SCAVENGER
as he starts reaching for Daniel
 SCAVENGER
 Human germ!
ON DANIEL
as his Exo-Suit SUDDENLY TRANSFORMS INTO auto mode and takes off
and drives through...
...SCAVENGER AND SHRAPNEL, knocking them over.
 DANIEL (V.O.)
 Wooooh!!
GALVATRON
flies up to a ridge in advance of his forces, motioning to them
to split off and follow...
EXT. JUNKION - THE CHASE
BIRD'S EYE VIEW - THE AUTOBOTS
They dash through the maze-like walls of junk, pursued by Sweeps,
who strike them from above...
SWEEP
He lets out a rayblast...
ANGLE ON PERCEPTOR - TRACKING
... Hitting Perceptor and spinning him around...
... Until he stumbles to the ground.
ANGLE ON PERCEPTOR AND ULTRA MAGNUS
... Perceptor lies on the ground, stunned.
... Ultra Magnus stops next to him...
 ULTRA MAGNUS
 Perceptor!
... Suddenly, shots tear into the junk all around them as...
ANGLE ON A SWEEP
ROARS towards them...
ANGLE ON PERCEPTOR
He suddenly transforms to cannon mode and fires!
... Blowing the sweep to protons.
ON PERCEPTOR
He transforms to humanoid mode.
 PERCEPTOR
 It appears that my lacerations
 were primarily superficial.
 ULTRA MAGNUS
 Then move it...
ANGLE ON PERCEPTOR
He takes off.
ULTRA MAGNUS
Stays behind, taking a few shots at...
SWEEPS
which streak over in deadly formations.
ULTRA MAGNUS
He stands and shoots.
 SPRINGER (O.S.)
 Ultra Magnus!
Ultra Magnus turns to see...
THE OTHER AUTOBOTS
several yards down the junk-lined corridor.
 PERCEPTOR (O.S.)
 Your estimated survival time is 10 seconds.
ANGLE ON ULTRA MAGNUS
He shoots at the junk walls.
 ULTRA MAGNUS
 Then use that time to escape! The Matrix
 was designed for an emergency like this. I'll
 try to unleash its power.
 SPRINGER
 But what if it doesn't work.
 ULTRA MAGNUS
 Until all are one!
THE OTHER AUTOBOTS AND JUNK WALLS
Ultra Magnus' ray hits the walls and they tumble down, separating
him from the other Autobots.
ANGLE ON ULTRA MAGNUS
His back to a wall of fallen junk, he pulls out the matrix.
ANGLE ON GALVATRON IN CYCLONUS
Galvatron pops out of Cyclonus and both transform, to land in
front of Ultra Magnus.
ANGLE ON ULTRA MAGNUS
Struggling to open the leadership matrix. He puts his hand
inside of it and gets a powerful shock!
He pulls his hand out quickly.
 ULTRA MAGNUS
 Damn it! Open it!
ANGLE ON GALVATRON
He laughs.
ON ULTRA MAGNUS
He still struggles.
 ULTRA MAGNUS
 (baffled) 
 Prime, you said the Matrix would light
 our darkest hour.
ANGLE ON GALVATRON
Four sweeps fly TOWARD CAMERA in formation. Galvatron pops out
a communication device from his helmet.
 GALVATRON
 Sweeps, quarter him!
ANGLE ON THE SWEEPS - TRACKING
Four rope-like rays shoot out of them and...
ON ULTRA MAGNUS
wrap around his arms and legs.
ANGLE ON ULTRA MAGNUS AND THE SWEEPS
His arms and legs caught by the four ropes, he knows he's just
about had it.
He struggles for one last moment, then...
ANGLE ON THE SWEEPS AND ULTRA MAGNUS
Pulling their rays taut, the Sweeps fly in four separate
directions, effectively drawing and quartering the Autobot
leader...
ON ULTRA MAGNUS
As all of his limbs are separated from his body and scattered in
the distance, he SCREAMS IN HORROR.
 ULTRA MAGNUS
 (SCREAMS IN HORROR)
ANGLE ON THE MATRIX
It tumbles from Ultra Magnus' hands to...
... Galvatron's hands!
ANGLE ON GALVATRON
He holds the Autobot Matrix.
 GALVATRON
 Unicron, my "master," with this I shall
 make you my slave!
Galvatron gets into Cyclonus and flies off
 DISSOLVE TO:
DANIEL
as he moves out and looks down at Ultra Magnus' remains
 DANIEL
 (tearful)
 Ultra Magnus!
ANOTHER ANGLE - BLURR, SPRINGER, ARCEE AND PERCEPTOR
as they move up beside Daniel.
 BLURR
 Without the Matrix there
 is no hope. No hope at all!
WRECK-GAR AND AN ARMY OF JUNKIONS
as they are moving in battle array towards the Shuttle.
Junkions are an interesting species. They ride themselves. That
is, the Junkions ride transforms of themselves, so that if their
vehicle breaks down, the driver will become the vehicle, and the
vehicle will transform to become the driver.
They are gibbering, singing almost a wild kind of junk-rock,
war-cry song which, like their language, is constructed of bits
and pieces of the museum junk of our culture - a humorous aggressive
song which makes a surreal kind of sense. "Slice 'em dice 'em...
And that's all folks or your money back..."
ON WRECK-GAR
as he roars into the lead and shows his teeth
 WRECK-GAR
 Don't look behind door number two, Monty.
 It's time to play End-of-the-line-my
 valentine! Geroni-roni-doo-ron-ron-i-mo!
 (he charges)
ON SPRINGER AND OUR FRIENDS
as they react
 SPRINGER
 Get gone!
Springer leads the way and Blurr, Arcee, Daniel and Perceptor
follow and we MOVE TO
A ROAD WARRIOR STYLE CHASE
as Springer and Arcee ride on either side of Daniel and Perceptor
with Blurr bringing up the rear-
- zig zagging back and forth to keep the Junkions from getting
at Daniel.
A JUNKION
roars alongside Springer on his motorcycle and throws out laser
barbed grappling hook, trying to hook Springer.
Springer ducks first pass of hook.
ON JUNKION
as he hurls GRAPPLING HOOK AGAIN
ON SPRINGER
as he catches HOOK BY THE CHAIN AND YANKS IT
THE JUNKION
goes flying off his motorcycle.,,
He transforms into a motorcycle as
The motorcycle transforms into a rider and hops on the new
motorcycle and then...
...turns around to come back.
ON SPRINGER
He looks over, astonished.
 SPRINGER
 It's not hard to knock 'em down. It's
 getting them to stay down that's the
 trick.
ON ARCEE
as she fires at a Junkion who is trying to swerve her off the
road knocking him off the motorcycle...
The Junkion looks down at his missing arm, digs around in the junk
for a minute, comes up with another, and then transforms to a
motorcycle.
ANOTHER ANGLE
as Junkion rides over to her, starts belting her with junk sword
 ARCEE
 They're indestructible!
ON DANIEL
as he skids, stopping his Exo-Suit as he reacts to what's ahead
 DANIEL
 They're everywhere!
HIS P.O.V. - PILES OF JUNK
as Junkions arise out of every junk pile in sight and, gibbering,
singing their junk-rock battle song, start moving in
ON SPRINGER
as he stops and Arcee, Daniel, Perceptor and Blurr stop around
him. They close ranks and look out at the Junkions grimly
 PERCEPTOR
 Perhaps they're not as vicious as they look.
ON WRECK-GAR
as he gnashes his teeth and grins and then BLINKS HIS EYES which
roll to show eyes like ping pong balls. Wreck-Gar makes blipping
noises as he does this
ON SPRINGER
reacting to Wreck-Gar's noises and eyeball display
 SPRINGER
 (to Perceptor)
 Positive thinking gets on my nerves.
Suddenly, all react to sound and wind of passing space cruiser
their P.O.V- HOT ROD, KUP AND DINOBOTS IN CRUISER
as it shoots past and banks, coming back for a closer look
 SPRINGER (V.O.)
 It can't be....it's.....Hot Rod! He's alive!
DANIEL
as he looks up at passing Cruiser and waves
 DANIEL
 And Kup and the Dinobots! We're saved!
 PERCEPTOR
 I wouldn't count on that!
 (indicating Junkions)
HIS P.O.V. - EVEN MORE JUNKIONS ARISING OUT OF THE JUNK HILLS
as Junkions newly risen from Junk look up and point at Cruiser
and make hostile signs toward it, shaking weapons, etc.
INT. THE CRUISER - MOVING SHOT - VIEW THROUGH CANOPY
Hot Rod and Kup look down on the army of Junkions below
surrounding their friends as they SWOOP BY
 KUP
 Not since the Crocodillos of Strontero
 have I seen such a sight....
ANOTHER ANGLE GRIMLOCK
as he sticks his face up next to Hot Rod. Wheelie, riding on
Grimlock's head, slips down to stand on console next to Hot Rod
 GRIMLOCK
 Maybe they make me king, too!
 KUP
 Don't hold your breath, your majesty.
WRECK-GAR
as he watches Cruiser descend and start gliding in for a landing
 WRECK-GAR
 Steady as she goes, mob! Snoopy visitors
 get mud in the eye bye and bye, and film at five!
 (gives thumbs up sign, RIDES
 OFF)
 JUNKIONS
 
 Everything must go by midnight!
With a SINGING ROAR of musical, tribal excitement, the Junkions
sweep Springer and our friends along with them, following course
of landing Cruiser to
CRUISER LANDING SITE
Cruiser sets down and Junkions line up with weapons aimed at
rampway as they watch door
ON DOORWAY
as Hot Rod steps out with big smile and hand full of energon
sticks followed by a very wary Kup, and the Dinobots with Wheelie
riding Sludge's neck.
INTERCUT TO SPRINGER, DANIEL, ARCEE ET. AL FOR REACTIONS
ON WRECK-GAR AND OTHER JUNKIONS
as they react to hot Rod's smile, Wreck-Gar trying to mimic that
smile to his followers who laugh
ON HOT ROD
as he steps up beside Kup and gently pushes Kup's rifle aside
 HOT ROD
 (aside to Kup, still holding
 smile)
 Guns aren't exactly friendly.
 KUP
 (through his teeth to Hot
 Rod)
 Neither are they in case you haven't noticed.
 HOT ROD
 (sotto)
 What was the Universal greeting again?
WRECK-GAR
growls and slips a SNIPPER, BLOW TORCH CUTTING TOOL out of a
holster and starts toward Hot Rod with it
HOT ROD
 HOT ROD
 (big smile)
 Bah weep graaaagnah wheep ni ni bong?
WRECK-GAR AND OTHER JUNKIONS
They look at one another, blink, then beam with smiles
 WRECK-GAR 
 Bah weep graaaagnah wheep ni ni bong?
 HOT ROD
 (nodding, smiling)
 Bah weep graaaagnah wheep ni ni bong?
 (presses energon sticks
 forward)
As Hot Rod says this...
...Wreck-Gar takes the energon sticks and holds them over his
head and...
...all the Junkions smile and cheer and start chanting the
universal greeting phrase, laughing, clapping their hands and
dancing around, taking Arcee's hand and...
... taking Springer and Perceptor and Daniel out into center
of a square dance type gathering, moving back and forth with them
dancing happily, singing the universal greeting in a melodic,
rhythmic way
 EVERYBODY
 Bah weep graaaagnah wheep ni ni bong Bah weep
 graaaagnah wheep ni ni bong! Bah weep graaaagnah
 wheep ni ni bong....
WRECK-GAR
hugs Hot Rod, and Perceptor who winces and tries to enjoy it, and
then hugs Daniel, Wheelie, Arcee, laughing and dancing as SINGING
goes.
ON GRIMLOCK
as he reacts to Wreck-Gar kissing his leg
 GRIMLOCK
 Yuck! Me Grimlock, not a kisser! Me,
 Grimlock, a king!
WHEELIE
claps his hands and gleefully makes noises as he hops about,
dancing with Junkions until we CUT TO
WRECK-GAR
as he stands on top of platform and RINGS JUNK BELLS AND SIRENS
getting silence and smiling as he waves hands all around
 WRECK-GAR
 Have a nice day and please, close cover
 before striking, friends! Amigos, buddies
 and side kicks, Breep drit, aw rootie!
 So say the Junkions!
 (holds hands over his head)
ANGLE ON HOT ROD
He looks at them, strangely.
 HOT ROD
 Where did you learn to talk like that?
ANGLE ON WRECK-GAR
He reaches into his body, and about where a heart or some other
organ would be, he pulls out a Watchman.
THE WATCHMAN
On it is a crazy Eddy-type commercial.
 WRECK-GAR
 We talk T.V. You talk some T.V.?
KUP
looks around nervously.
 KUP
 I talk some TV. And now, Hot Rod for the news. Don't
 touch that dial. Void where prohibited.
JUNKIONS cheer wildly while the Dinobots react with uncertainty
RESUME ON WRECK-GAR
as he points off and shouts happily.
 WRECK-GAR
 By George kimosabes your smashed
 up, blotto friend, soon like brand new
 with ninety day warranty
 all iciban parts and labor is!
HIS P.O.V. - JUNKIONS WITH ULTRA MAGNUS
The Junkions move Ultra Magnus' mangled body through an amazing
assembly line, quickly piecing together his body parts, using
junk when they can't find a part.
Then, they lube him, dust him, spray him and polish him.
Then, Wreck-Gar hits a switch, and Ultra Magnus' eye lights go on.
 WRECK-GAR
 Happy motoring! Cock-a-doodle-do!
ON ULTRA MAGNUS
as he steps away from Junkion line of reconstruction and into
group consisting of Hot Rod, Kup and Springer.
 SPRINGER AND OTHERS
 (Ad lib jubilation)
 Ultra Magnus!
 ULTRA MAGNUS
 You're all alive...
 HOT ROD
 The matrix!
All turn to Ultra Magnus.
 ULTRA MAGNUS
 It's gone...
 KUP
 And with it, all hope.
 HOT ROD
 No...
 (inspired)
 The matrix will not fail us.
 ARCEE
 Didn't you hear Ultra Magnus. We don't
 have it anymore. Galvatron does.
 HOT ROD
 Then we've got to trust in ourselves, and
 no matter what they odds, destroy Unicron.
ON WRECK-GAR
His eyes light up.
 WRECK-GAR
 Yeah! Destroy Unicron... Kill the grand poobah....
 Flush cosmic troubles down the drain.
ANGLE ON JUNKIONS
 JUNKIONS
 (almost chanting)
 Destroy Unicron... Kill the grand poobah...
 Flush cosmic troubles down the drain.
ANGLE ON SPRINGER
The Quintesson ship in the BACKGROUND.
 SPRINGER
 Listen, I don't want to rain on anybody's
 parade, but how are we going to move
 the army to Unicron. We don't have enough
 room on that ship.
 WRECK-GAR
 No fuss, no muss.
 (to others)
 Hurry, hurry. Sale must end! Rush
 right on down to bridge and test drive
 latest with no obligation.
 
Suddenly, several Junkions scramble to concealed doorways in the
Junk.
 ULTRA MAGNUS
 You have ships here?
 WRECK-GAR
 New, improved Junkion planet, is sleek
 sexy import with turbo handling.
 SPRINGER
 What's he talking about?
ANGLE ON QUINTESSON
Suddenly, boosters fire from the back side of the junk, and
somewhere under all of the junk, we realize is a real space ship.
Maybe the junk is the space ship.
It takes off, bits and pieces of junk flying off as it moves.
 SPRINGER
 This is what I call traveling in style.
DISSOLVE TO:
LONG SHOT- UNICRON
as Galvatron stands on the surface of Unicron, holding the
Matrix.
 GALVATRON (V.O.)
 Listen to me, or suffer the consequences.
 UNICRON
 Aren't we getting pompous?
 GALVATRON
 I now possess that which you most fear.
Unicron LAUGHS and the force of it rocks the surface of the
planet, knocking Galvatron to his knees.
 GALVATRON
 You will do my bidding, or...
Unicron roars with laughter.
 GALVATRON
 ...taste my wrath.
He leans down and starts trying to open the matrix.
ANOTHER ANGLE - FAVORING GALVATRON
IN THE BACKGROUND, we see Cybertron getting closer.
Galvatron struggles with the Matrix, but gets a big shock.
 UNICRON
 You underestimate me Galvatron.
ANOTHER ANGLE - GALVATRON ON UNICRON
He desperately struggles to open the matrix.
The planet suddenly starts shaking.
Galvatron is bathed in a reddish light, and looks up in horror!
ANGLE ON UNICRON
A hideous transformation is beginning. The surface of the planet
in front of Galvatron opens up, and we see that the hideous
light comes from eyes set on a hideous head!
GALVATRON AND UNICRON
Galvatron is maybe the size of a single tooth on the horrible
head before him.
 UNICRON
 For a time, I considered sparing your measly
 little planet, but now you shall witness its
 dismemberment!
ANGLE ON GALVATRON
Suddenly, the ground he stands on drops away, and he falls
through space...
... Landing on a protruding plate which sticks out of Unicron's
chest.
GALVATRON - CLOSE
He looks around himself in horror and lets out a loud scream as
he realizes the unimaginable horror that surrounds him.
ANGLE ON UNICRON - LONG SHOT
The massive planet transforms, arms and legs fold out of the
enormous body, hands unfold from the arms, jets from it's back
propel it towards...
... Cybertron, which, now looks lonely and vulnerable in space.
ANGLE ON GALVATRON
He stands on a ledge on Unicron and desperately tries to open
the matrix, but no cigar.
 GALVATRON
 No!!!
ANGLE ON CYBERTRON
Unicron enters shot and grasps at Cybertron with a hideous
claw...
ANGLE ON A TOWER ON CYBERTRON
Shockwave talks into a communications device, as alarms sound and
troopers run everywhere.
 SHOCKWAVE
 Decepticons...we're under attack...Scramble -
Then his voice is cut off as...
SHOCKWAVE'S POV - OUT HIS WINDOW
Unicron's hand reaches towards the window, squeezes, and the
walls crash in.
SPACE - UNICRON AND CYBERTRON
Unicron tears off the tower and crushes it as...
A FLEET OF DECEPTICON SHIPS
streak out of Cybertron and begin firing on the enormous planet.
Here, we see the true scale of Unicron. The fighters are the
size of bees as they attack.
ANGLE ON UNICRON
He looks down on the swarm of fighters and...
...Breathes fire down on them.
The fighters POP and burn like popcorn in a blowtorch.
In moments they disappear like sparks from a fire.
ANGLE ON CYBERTRON
Decepticon troopers man a massive gun emplacement as...
... Unicron's huge hand reaches down...
... scraping buildings and...
... tearing out gun emplacements.
ANOTHER ANGLE- UNICRON'S FACE
as he puts his face down so his mouth will receive all the
rockets, laser blasts, etc.
THE DECEPTICON DEFENDERS
are silhouetted like ants in the foreground as Unicron OPENS HIS
MOUTH and swallows the fire barrage
GALVATRON
 GALVATRON
 Stop feeding him, you fools!
ANGLE ON UNICRON AND CYBERTRON
As yet more Decepticon fighters rip out of the planet, it
looks like Unicron is going to have a field day tearing it apart.
 CUT TO:
EXT. SPACE - SAME TIME
The massive Junkion ship and the corkscrew cruiser piloted by Hot
Rod and Kup race through the dark void.
 HOT ROD
 I don't believe it.
INT. THE QUINTESSON SHIP - SAME TIME
Hot Rod, Kup, Springer, Arcee and Daniel as they also look
through canopy, astonished
 DANIEL
 Wow!
THEIR P.O.V. - UNICRON Destroying CYBERTRON
 HOT ROD (V.O.)
 Doesn't it remind you of something, Kup?
RESUME ON KUP, DANIEL AND HOT ROD
as they MOVE CLOSER STILL. Kup is glassy eyed.
 KUP
 (entranced)
 Nope, never seen anything like it.
 HOT ROD
 I knew there had to be a first time....
 (using intercom)
 Battle stations!
LONG SHOT- HOT ROD'S CRUISER AND THE JUNKION SPACE SHIP
as hatches open and the Dinobots start FLYING OUT.
INT. - CRUISER
Hot Rod shoves joystick forward and Cruiser DRIVES TOWARD UNICRON
whom we see turn to take a swat at it through glass canopy
ON JUNKION SPACE SHIP
as it pulls up beside Hot Rod's Cruiser so they are both in a
line.....The Dinobots behind both ships ...all diving toward
Unicron's nose
INT. JUNKION SHIP - WRECK-GAR AT CONTROLS
As Wreck-Gar also has joystick shoved down and watches Unicron's
face loom closer, closer, closer
LONG SHOT- CRUISER, JUNKION SHIP AND DINOBOTS IN FORMATION
as Unicron smiles and cups both hands together, preparing to
catch the lot of them as soon as they get within reach
UNICRON'S CHEST
Galvatron, the matrix hanging around his neck. Transforms to
Cannon and fires up at...
... A bright panel on Unicron's chest...
BLAAAM!
He hits the panel and lights and sparks fly out, causing the
gigantic robot to flicker momentarily.
ANGLE ON UNICRON
The monster lets out a ROAR!
Then, reaches down, picks up Galvatron and drops him into his
mouth like a raisin.
ANGLE ON GALVATRON
He drops into the deep pit of Unicron's mouth, narrowly avoiding
both a torrent of fire, and his sharp, crushing teeth.
EXT. THE SPACE BATTLE - SAME TIME
As they Junkion cruiser comes close, Unicron lets out a burst of
fire...
... Flames lick the ship, but when the fire subsides, nothing has
happened.
 WRECK-GAR (V.O.)
 Patented enamel resists fire, rain
 and corrosion. Five year warranty, satisfaction
 guaranteed.
 OTHER JUNKIONS
 Or your money back!
The ship fires back, dumping rays into...
... Unicron's face, but not really doing any damage.
UNICRON AND JUNKION CRUISER
Unicron grabs the Junkion cruiser with both of it's hands and...
CLOSER
... tears it in half.
 WRECK-GAR (V.O.)
 Unshakable, unbreakable, unbeatable.
 And for a limited time we include...
INT. CRUSHED JUNKION SHIP
As Ultra Magnus, Perceptor and the others watch in amazement...
 WRECK-GAR (CONT'D)
 Free bonus surprise!
 JUNKIONS
 Free bonus surprise!
THE JUNKIONS RUN AROUND
welding things...
...screwing things together...
... and kicking control panels to make them work...
EXT. SPACE
Both halves of the Junkion ship act as independent space ships.
 PERCEPTOR (V.O.)
 Most unscientific, but... effective.
EXT THE SPACE BATTLE
As the Quintesson ship shoots toward Unicron's face.
THE CRUISER
Is suddenly struck by a ray from Unicron's eye, and half of it
is knocked off.
INT THE CRUISER
Lights go off, and the Autobots are thrown around like toys.
ANGLE THROUGH THE VIEWSCREEN
They are heading right to Unicron's eye.
ANGLE ON UNICRON AND THE CRUISER
Unicron swipes at the cruiser, but misses.
The Cruiser crashes right through Unicron's eye like a corkscrew!
 UNICRON (V.O.)
 Graaaaaaaaaaa!
INT. UNICRON'S HEAD - SAME TIME
The cruiser rips through the eye socket and smashes through
several electrical membranes that are, in fact, Unicron's brain.
ANGLE ON THE SHIP
As the ship tumbles through, it dumps off the various Autobots
like rubbish and disintegrates.
ANGLE ON HOT ROD
He tumbles out of the rubbish and down a deep pit (which we can
assume is a robotic sinus or something)
EXT. THE BRAIN AREA
Kup, Springer, Daniel and Arcee are scattered about the floor in
the giant, flickering chamber.
 DANIEL
 Where's Hot Rod?
SPRINGER
Sees something in the distance.
 SPRINGER
 I don't know, but I hope they didn't get him.
WHAT HE SEES
Are dozens of hovering Robots that look like floating bear
traps, snapping their jaws as they drift slowly towards the
Autobots.
ANGLE ON THE AUTOBOTS
 KUP
 Debugoids!
 ARCEE
 Quick! This way.
They run into a long, cave-like chamber which looks like the
central nervous system or something.
 CUT TO:
INT. ANOTHER CHAMBER - LATER
Hot Rod drops through the darkness and lands in a pile of
miscellaneous junk.
ON HOT ROD
He slowly gets up and looks around the chamber.
WHAT HE SEES
Pan as Hot Rod looks over various different bits of junk, until
he sees the glowing shape of the Autobot Matrix apparently
suspended in mid air.
 HOT ROD
 The Autobot Matrix!
Then, suddenly two red, burning eyes light up above the matrix,
and we see the hideous form of Galvatron.
 GALVATRON
 It will do you no good, Autobot. It
 cannot be opened.
ON HOT ROD
He stands up and walks towards Galvatron.
 HOT ROD
 Not by a Decepticon.
ANGLE ON HOT ROD AND GALVATRON
Hot Rod steps towards Galvatron.
 GALVATRON
 It is strange that we should find
 ourselves as allies...
ON GALVATRON
Suddenly, his body is violently twisted, and his arms are almost
broken off.
 GALVATRON
 Uhhhh...
 UNICRON
 Destroy him, or feel yourself torn from limb to
 limb.
 GALVATRON
 Of course, my master!
ANGLE ON GALVATRON AND HOT ROD
Galvatron takes a shot at Hot Rod.
... Hot Rod dives away, as electricity seems to flash
everywhere.
ON GALVATRON
He peers into the gloom.
GALVATRON'S POV - PANNING THE ROOM
Hot Rod is nowhere to be seen amidst all of the junk.
ON GALVATRON
Weapon drawn.
 GALVATRON
 Puny Autobot, you lack even Prime's courage.
There is no response.
 CUT TO:
EXT. SPACE - THE BATTLE
ASSORTED SHOTS
Unicron now stands atop Cybertron, fighting the various ships
that swarm around him like bees.
... Rays streak from his one good eye.
... His hands smash fighters...
... Fire shoots from his mouth.
THE DINOBOTS
Now reaching Unicron's butt, start kicking.
 GRIMLOCK
 Me Grimlock kick Butt.
ANGLE ON UNICRON
Suddenly; he looks down, sending down a searing blast of fire.
ANGLE ON THE DINOBOTS
They transform to robot mode and fly away.
 GRIMLOCK
 Me, Grimlock, need new strategy.
 CUT TO:
INT. THE CORRIDOR IN UNICRON -- SAME TIME
Kup, Arcee, Springer and Daniel dash down the corridor.
Suddenly, Daniel's foot is caught in a maze of wiring.
ANGLE ON THE OTHERS
Not noticing, they keep running.
ANGLE ON DANIEL
He tries to pull his foot out.
No luck.
Then, he looks up.
WHAT HE SEES
The Robotic Antibodies are drawing very close to him.
DANIEL
He looks o.s. towards the others.
 DANIEL
 Help...
ANGLE ON KUP AND ARCEE
They turn around and see Daniel about to be munched by the
antibodies.
 ARCEE
 Daniel!
ANGLE ON SPRINGER, KUP AND ARCEE
They dash down the corridor firing on...
THE ROBOTIC ANTIBODIES
Their shots hit some, knocking them to scrap, but there are so
many of them, that they can't hold back the tide as it...
ANGLE UNDER THE ANTIBODIES
Daniel, unscathed by the things, which hover over his head,
munching their way towards the Autobots, gets his foot free.
 DANIEL
 I'm okay. They don't even see me.
ANGLE ON THE AUTOBOTS
It looks like Custer's last stand as they are surrounded by the
vicious antibodies.
 KUP
 They must not programmed to
 catch flesh creatures.
 SPRINGER
 Us, on the other hand...
 ARCEE
 Daniel... Try to find help!
Arcee fires...
HER SHOT - TRACKING
Misses the Antibodies, but strikes a large tube.
ANGLE ON THE TUBE
When it is hit, it pours a torrent of liquid which...
... Goes over the swarm of Antibodies, but hits Daniel...
... Carrying him away in a flood of glowing liquid.
ON DANIEL - TRACKING
He shouts as he finds himself in a river of flowing goo.
 CUT TO:
INT. UNICRON - A FLOWING TUNNEL
Daniel rips through what seem to be endless caves on the torrent
of liquid, until he is dumped down a high waterfall into...
.... A glowing lake.
... He stays under for a moment, and then bobs up to see...
UNICRON'S STOMACH
This is the central processing area for Unicron's "food" and
"energy." A long conveyer belt drops junk into a clear, bubbling
vat, where it is separated into raw material and energy.
The energy, which comes out in raw form, goes into a machine and
is crunched into energon cubes, while the solid material, is
separated into it's component metals and plastics, formed into
ingots and sent elsewhere in an assembly line fashion.
DANIEL
watches this with awe until he sees...
ANGLE ON THE ASSEMBLY LINE
... Several Decepticon troopers hanging from cables like shirts
at a dry cleaners are dropped into the bubbling vat, and in
moments converted to nothing...
... Then, Cliffjumper and Jazz roll out of the line...
ON DANIEL
He dashes to the shores of the glowing lake...
 DANIEL
 Cliffjumper! Jazz!
And then Spike comes rolling down, followed by Bumblebee!
 DANIEL
 Bumblebee! Dad!
ON CLIFFJUMPER, JAZZ, AND SPIKE
They look down, but can't move because they are held by massive
pincers.
 SPIKE
 Shut off the control, Daniel.
Daniel looks around.
Then, he sees.
 A CONTROL
.. which controls the whole thing.
ON DANIEL
He runs up a catwalk towards it....
ANGLE ON DANIEL
He reaches the flickering panel.
 DANIEL
 What do I do? It doesn't have any
 buttons or anything.
ANGLE ON SPIKE - TRACKING
He looks down.
 SPIKE
 Shoot it, Son.
 DANIEL
 But I don't have a gun.
 SPIKE
 Use your exo-suit.
ANGLE ON DANIEL
He looks down at his hand and concentrates as hard as he can.
Then, a spark comes out.
It grows longer.
ANGLE ON THE MACHINE
Spike and the Autobots are about to go in.
 CLIFFJUMPER
 Hurry!
DANIEL
Starts frying the command console!
ANGLE ON THE LINE
It keeps moving.
Then, Cliffjumper is dropped in!
ANGLE ON DANIEL
He looks back, and to his horror sees Jazz, Bumblebee and his
father about to be dropped in.
He keeps firing.
The panel starts exploding!
 DANIEL
 I can't stop it!
ANGLE ON THE ASSEMBLY LINE
Jazz drops in, then Bumblebee, then Spike.
DANIEL
turns around and sees this.
 DANIEL
 Dad!
There is no answer.
Play the moment.
Then...
 SPIKE
 Son.
ANGLE ON THE VAT
It is empty. The Autobots and Spike sit at the bottom, smoking
but alright.
 SPIKE
 You did it!
 
 CUT TO:
INT. THE DARK CAVERN WITH GALVATRON AND HOT ROD
Galvatron, the Matrix at his neck, stalks around the room.
Looking everywhere for Hot Rod.
 GALVATRON
 Come out, Autobot. We all must die
 sometime.
Suddenly, shockingly, Hot Rod jumps out of the floor and grabs
Galvatron, sinking his fist into the Decepticon's face.
GALVATRON
stumbles backward.
ANGLE ON GALVATRON AND HOT ROD
Galvatron jumps at Hot Rod...
... Hot Rod transforms to a car and races away...
ANGLE ON GALVATRON
He transforms to cannon mode and fires...
... Hot Rod transforms to humanoid mode and the shot goes through
his legs.
... Then, he fires back at Galvatron...
... Hitting him as he transforms back to humanoid mode and
angering him.
.Raises his gun, then lowers it.
 GALVATRON
 No, I will crush you with bare hands.
Hot Rod transforms back to car and tries to race away...
... Galvatron jumps after him and catches him...
... Hot Rod, nearly pinned by Galvatron transforms to humanoid
mode.
... Galvatron wrestles him to his back..
... The Adolescent Robot tries to fight back, but the other is
stronger.
... Galvatron puts his hands around Hot Rod's neck and starts
squeezing.
... We hear the crunching of metal.
 GALVATRON
 First Prime, then Ultra Magnus and now you.
 It is a pity Autobots die so easily or I might have
 a sense of satisfaction now.
Hot Rod desperately gasps and pulls at Galvatron's hands...
EXT. SPACE - THE BATTLE
Unicron shoots down more Decepticons with his remaining eye,
while he crushes the Junkion ship.
INT. THE JUNKION SHIP
The walls crush in. The Junkions and the Autobots are being
smashed together.
 WRECK-GAR
 Ashes to ashes. Junk to junk.
INT. THE DARK CAVERN
Galvatron still strangles Hot Rod.
 HOT ROD
 Gasps.
 GALVATRON
 Die!
ANOTHER ANGLE
On Hot Rod, his hands, nearly dead, spring to life for a moment
and grasp the Matrix which hangs from Galvatron's chest.
ANGLE ON THE MATRIX
Suddenly, it lights up.
ANOTHER ANGLE
A miraculous transformation takes place.
... Hot Rod begins to grow at an alarming rate.
... Age shows on his face.
... He is stronger and wiser.
 OPTIMUS PRIME
 Arise, Rodimus Prime.
 HOT ROD
 Optimus!
ANGLE ON GALVATRON
He fires at Hot Rod as...
 GALVATRON
 Nooooooo!
... Hot Rod gets up.
... The shot doesn't even dent him.
 HOT ROD
 This is the end of the road, Galvatron.
With that, he picks up the Decepticon and throws him through...
EXT. UNICRON - SAME TIME
... Unicron's side...
 CUT TO:
INT. THE DARK CAVERN
Hot Rod, bathed in the glow of the matrix. Sticks his hand in
the way we saw Galvatron and Ultra Magnus try earlier.
There is no shock.
Then, like pulling the pin on a hand grenade, he unleashes the
spiritual equivalent of a bomb!
ASSORTED SHOTS - INVASION OF THE MATRIX
The matrix rips through Unicron's body, blowing up wires causing
floods and generally causing havoc.
EXT. SPACE - THE BATTLE
Unicron suddenly lets out a scream and lets go of the Junkion
ship, sending it hurtling.
INT. THE JUNKION SHIP
It tumbles through space.
 AUTOBOTS AND JUNKIONS
 (THEY SCREAM WITH EXHILARATION)
ANGLE ON UNICRON
Suddenly, he starts tearing into his body.
EXT. SPACE
Unicron writhes in space, tearing himself apart, ripping off a
leg, and sending out sparks like a roman candle.
 CUT TO:
INT. THE CORRIDOR WHERE KUP ET.AL ARE TRAPPED
They are overrun by the antibodies.
One takes a whopper bite out of Springer's chest.
 SPRINGER
 I'm almost out of energy.
Suddenly, he looks up and sees one of the creatures explode above
HIM.
Then another explodes, then another.
SPRINGER'S POV - A WALL OF ANTIBODIES
Suddenly, every antibody in the wall begins exploding, and through
the carnage, we see Bumblebee, Spike, Daniel, Cliffjumper and
Jazz.
ANGLE ON THE BATTLE
The last of the antibodies is blown away, and Kup, Arcee and
Springer sit up amidst a pile of antibody bodies.
 SPRINGER
 That's what I call the nick of time.
ANGLE ON ALL
Suddenly, an entire wall vanishes as Unicron's hand tears at
things.
 JAZZ
 Let's burn rubber!
ANGLE ON THE TUNNEL
They transform.
The humans jump in.
THE CHASE - TRACKING
They race up the tunnel, one step ahead of Unicron's hand which
shoots after them, pulling apart what we know must be pieces of
his brain...
Then, they reach what seems like a dead end.
In fact, it is the back side of Unicron's good eye.
The hand comes in after them!
ANGLE DOWN THE CORRIDOR
An unbelievably fast and powerful robot races towards the
Autobots.
When it gets there, we realize that it is Rodimus Prime.
 KUP
 I knew you had potential, lad!
ANGLE ON RODIMUS PRIME
 RODIMUS PRIME
 Autobots, transform and roll out.
Rodimus Prime transforms into truck mode as the other Autobots
also transform. Daniel and Spike jump into him.
Then, in a continuous line, he shoots off, the other Autobots
racing behind him.
 SMASH CUT:
EXT. UNICRON
Rodimus Prime shoots out the second eye... Followed by the
others.
ANGLE ON UNICRON
An arm and a leg dangle uselessly as the Autobot essence spreads
throughout the body, blowing circuits.
Suddenly, Unicron lets out a loud agonized ROAR.
SPARKS seem to shoot out of every part of his body.
Then, he spins in space like some kind of a fireworks display,
shooting off sparks.
And then...
BANG!
We get the big visual explosion.
DISSOLVE TO:
EXT. SPACE - MUCH LATER
Unicron's head orbits Cybertron.
PAN to Cybertron where and PUSH IN on Rodimus Prime, Arcee,
Kup, Springer, Ultra Magnus, Wreck-Gar, Daniel, Perceptor,
Blaster and Spike watch construction being done on Cybertron
below.
 RODIMUS PRIME
 Let this mark the end of the
 Cybertronian wars as we move forward to
 a new age of peace and happiness....
 ALL
 Until all are one!
 THE END
Category:Transcripts