(Printed with an unregistered version of Fade In)

TRANSFORMERS

RETALIATION

by

Luis Filipe

Based on Hasbro's Transformers Action Figures

Copyright © 2018

This is a fan script

[email protected]
(Printed with an unregistered version of Fade In)

FADE IN:

EXT. CYBERTRON - OUTER SPACE

OPEN ON a shining metal, technological world ten times

bigger than Earth.

Unlike our planet, Cybertron does not have any traces of

nature. It is a massive, metallic sphere hovering in space
graced by TWIN MOONS.

LEGEND: “CYBERTRON, HOME PLANET OF THE TRANSFORMERS”

EXT. CLOUDY SKY - CYBERTRON - NIGHT

FLYING through dark-gray clouds as a not-so-distant SOUND of

gunfire echoes in the air, increasing more and more.

Gradually, the clouds settle looming miles below an ARMED

CONFLICT taking place.

EXT. ENERGON REFINERY - CYBERTRON - NIGHT

[NOTE: All the dialogues in Cybertron or written in italics

means that the conversation is in their ALIEN LANGUAGE,
SUBTITLED.]

There, a group of AUTOBOTS are engaged in an intense warfare

against another group of DECEPTICONS.

The combat feels real and brutal. It's as if we're watching

a Saving Private Ryan scene, but with giant robots instead.
Soldiers of both factions are shoot down at all times,
adorning the ground with their bodies.

On the Autobots side we have:

ULTRA MAGNUS. The current leader of the Autobots in

Cybertron. The perfect soldier who follows all the rules
without hesitation.

He runs through the place barely escaping from the

Decepticons shots, taking cover behind a metal barrier where
there is -

CLIFFJUMPER. The charismatic lieutenant of the resistance.

He maintains a barrage of fire alongside HOT ROD, the most
hyperactive and independent of the group.
(Printed with an unregistered version of Fade In)
2.

Although the Autobots are winning that battle, the

Decepticons' firepower is even more powerful and Ultra
Magnus knows that.

CLIFFJUMPER
Sir, the bastards are resisting
more than old rust.

ULTRA MAGNUS
Now is not the time for jokes,
Cliffjumper. Jetfire and Air Raid
should be here by now.

HOT ROD
If you give me cover, I can try to
get close to them.

ULTRA MAGNUS
This is out of the question, the
initial plan is still in progress.

Hot Rod shakes his head, clearly outraged by that Magnus

decision.

ULTRA MAGNUS (CONT'D)

(into comm)
Arcee, any status about our air
support?

CUT TO -

Elsewhere in the refinery, ARCEE fights bravely alongside

some more Autobot soldiers. She is the female member of the
team, smaller but deadly.

ARCEE
The only news I have is that they
were on their way to the refinery
forty minutes ago and then I lost
the signal.

ULTRA MAGNUS (V.O.)

Hold on the safe distance, they can
arrive at any time.

ARCEE
Roger that.

Suddenly, a Decepticon BOMBSHELL hits an Autobot soldier

SEVERING a leg off. He tumbles, agonizing.

Without thinking twice, Arcee runs up to the wounded soldier

and starts dragging him toward the cover as she shoots the
Decepticons with the other hand.
(Printed with an unregistered version of Fade In)
3.

But just a few feet away from the cover, the poor Autobot
takes hit twice on the ground by energy fire, dying in the
middle of the path.

Arcee has no choice but to drop the body right there. With
her agility, she returns unharmed to the back of some
rubble.

Off Arcee, disappointed with herself for not having saved a

companion...

CUT TO -

On the Decepticon side of the field, we have the leader

SCORPONOK shielding himself behind his foot-soldiers.
SCORPONOK
(shouting)
We are Decepticons! Whatever we
want we take to ourselves and
eliminate all who oppose it!

In addition, there is also the sinister and mysterious

SOUNDWAVE. Unlike most Cybertronians, he has no features but
a display instead of a face, making him more frightening.

Completing the Decepticon team we have MOTORMASTER and his

STUNTICONS: HEATSEEKER, WILDBREAK, DRAGSTRIP e SLASHMARK.

ON ULTRA MAGNUS, CLIFFJUMPER AND HOT ROD -

When it looks like the Decepticons are going to turn the

tide in their favor, a familiar voice sounds in Magnus'
comm:

JETFIRE (V.O.)
Jetfire and Air Raid reporting to
duty. Sorry for the delay.

ULTRA MAGNUS
Where the hell were you?

JETFIRE (V.O.)
We were intercepted by two
Decepticons gunship along the way,
but we managed to overcome them and
we are ready for the attack.

ULTRA MAGNUS
All right, bring the rain.
(into comm)
Arcee, we have the air strike.
(Printed with an unregistered version of Fade In)
4.

CLIFFJUMPER
Let's hope the refinery resists.

ON ARCEE -

After hearing the warning from Ultra Magnus, she turns to

her fellow Autobots there:

ARCEE
Air strike!

ON THE DECEPTICONS -

As everyone continues to fervently fire on the Autobots,

Soundwave's face-display detects two bogeys approaching in
the sky.

He turns to Scorponok, who keeps shouting at his men to

inspire them.

SOUNDWAVE
Sir, I detected two Autobot
aircraft approaching this position
and fast.

SCORPONOK
Are you sure?

SOUNDWAVE
Yes.

Scorponok JITTERS before that information. All that posture

of leader disappeared in the blink of an eye.

SOUNDWAVE (CONT'D)
What are your orders?
That is the question which Scorponok feared, because he has
no idea how to react. He tries every moment to disguise his
nervousness.

SCORPONOK
Ah... well... you and the others
keep the fire, protect your
leader... yeah, that’s it: protect
the leader at all costs!

And so Scorponok runs in the opposite direction of the

battle, leaving his team behind. The Decepticons glance at
him confused as Scorponok flees.

Motormaster sees all that scene indignantly.

(Printed with an unregistered version of Fade In)
5.

MOTORMASTER
What the hell does he think he's
doing?!

SOUNDWAVE
There's an Autobots’ air strike
incoming. We should do the same.

Like Scorponok, Soundwave begins his escape. Motormaster

spots in the sky the Autobots aircraft about to attack.

MOTORMASTER
Stunticons: retreat! Now!

Motormaster and his tactical group move off as fast as they

can, following Soundwave.

EXT. SKY OVER ENERGON REFINERY - NIGHT

The couple of jets JETFIRE and AIR RAID fly side-by-side a

few feet above the large refinery.

JETFIRE
All right Air Raid, it’s showtime.

UNDERNEATH both jets, the door of a compartment SLIDES open

by pouring...

... TONS OF BOMBS toward the Decepticons.

EXT. ENERGON REFINERY - CYBERTRON - NIGHT

The infantry Decepticon notes the bombing but it is too

late. Jetfire and Air Raid STRAFED right upon the enemies.
The numerous bombs lift not only dust but also hewed pieces
of several Decepticons hit by the explosion.

Meanwhile, the Autobots remain crouched behind their cover

while the shells PUMMEL the ground a few feet from them.

Moments later, the bombing finally calms down leaving only a

cloud of dust and smoke at the spot of the strike.

A beat. Everything is quiet now. The Autobots leave their

covers, moving forward as the smoke disperses. Only now do
we realize that the refinery was also hit, the Decepticons
were very close to it.
(Printed with an unregistered version of Fade In)
6.

ULTRA MAGNUS
Autobots, scan the area in search
of some survivor. Arcee, make sure
the refinery is still usable.

The Autobot team spreads through the area, past the

Decepticons who are now chunks all over the ground. And
Arcee goes into the refinery alone.

HOT ROD
If you'd let me try to do it my
way, I could have killed their
leader and did not risk the
refinery.
ULTRA MAGNUS
And you'd probably be in the middle
of those bodies too, Hot Rod. You
do not have to do it all alone,
we're a team.

AUTOBOT (O.S.)
Commander Ultra Magnus!

Ultra Magnus turns around to an Autobot in the distance,

standing next to a Decepticon who survived the bombing.

AUTOBOT
I found one, alive.

Ultra Magnus e Hot Rod walk up to the survivor and find that
he has been severely injured, but is still functional.

ULTRA MAGNUS
I'll take it from here.
The Autobot soldier walks away. Magnus and Hot Rod stand
around the Decepticon, who is lying on the floor half-dazed
but conscious.

HOT ROD
Let's end his suffering.

Without hesitation, Hot Rod transforms his right hand into

an ENERGY CANNON aiming at the Decepticon's head, ready to
execute him.

However, Ultra Magnus pushes away the cannon from its target
with his own hand.

ULTRA MAGNUS
No. We are not executors.
(Printed with an unregistered version of Fade In)
7.

HOT ROD
Are you kidding me? He is a
Decepticon! He would do something
worse if we were in his place now.

ULTRA MAGNUS
Optimus Prime himself left me in
charge before he left, and I am
saying that this Decepticon is our
prisoner and that he will remain
alive until the second order. Am I
clear, soldier?

The two robots stare into each other eyes in a tense

silence. Hot Rod clearly pissed off by his look. Cliffjumper
joins them after noticing the discussion.

CLIFFJUMPER
Am I missing something interesting
here?

ULTRA MAGNUS
(eyes locked on Hot Rod)
Cliffjumper, handcuff the prisoner
and prepare him for transportation.
Maybe he has something useful to
tell us.

CLIFFJUMPER
Okay then.

Arcee exits the refinery, and not very happy with what she
saw there. Everyone turns to her, waiting the report.

ARCEE
The bombs demolished a critical
part of the building. We can take
advantage of the reservations, but
it will take months to restore the
complete system.

ULTRA MAGNUS
Collect as much as we can. At least
the Decepticons will not have
another refinery.

HOT ROD
And neither do we.

Hot Rod heads off from the others, not happy as things have
settled there.
(Printed with an unregistered version of Fade In)
8.

One of the Autobots soldiers TRANSFORMS into a CARGO TRUCK.

Cliffjumper places the surviving Decepticon - now
handcuffed - inside the back compartment. As he shuts the
doors -

CUT TO:

EXT. HIGHWAY - CYBERTRON - NIGHT

In vehicle mode, the Autobot team drives down the highway

with Ultra Magnus in the lead.

The highway crosses large cities along the way revealing a

WAR-TORN Cybertron in all directions. There is an EERIE
silence around.

The Autobots travel by what were once vivid, glorious cities

in the past. But now, they are just skeletal frames ravaged
by an endless war.

EXT. GATE OF IACON - CYBERTRON - NIGHT

Huge walls that stretch as far as the eye can reach mark the
presence of a glorious city beyond them.

AUTOBOT SENTRIES sight Ultra Magnus and the others

approaching. One of them signals, and then...

... A LOUD ENGINE RUNNING NOISE. A MASSIVE and bulky gate

starts to open slowly due to its extreme weight. Ultra
Magnus and his team cross it into the city.

EXT. IACON - CYBERTRON - NIGHT

Unlike what we have seen previously, this city is full of
life everywhere. Skyscrapers that look more like monoliths
of steel and glass. Cybertronians walking here and there.

LEGEND: “IACON, CITADEL OF THE AUTOBOTS”

The Autobots convoy rolls through the city streets toward

their headquarters in downtown.

EXT. ENTRANCE - AUTOBOTS BASE - NIGHT

The gates automatically open allowing passage to Ultra

Magnus and his team. They get in the property and park right
away.
(Printed with an unregistered version of Fade In)
9.

Everyone transforms into robot mode again, less the truck

that carries the Decepticon prisoner. Cliffjumper opens the
back doors of the truck and pulls the Decepticon out.

CLIFFJUMPER
What shall we do with him,
Commander?

ULTRA MAGNUS
Lock him in a cell for now. In
three hours we'll interrogate him.

CLIFFJUMPER
(to the Decepticon)
You heard, move on.
ARCEE
Do you accept a company?

CLIFFJUMPER
Of course.

ARCEE
There's a new bar on the east side
of Iacon, I thought I'd invite you
to check it out.

CLIFFJUMPER
(grins)
You know me so well.

They escort the prisoner into the base.

INT. HALLWAY - AUTOBOTS BASE - NIGHT

Ultra Magnus and Hot Rod stride down the metal hallway.

HOT ROD
If you keep pitying your enemy like
that, you'll end up getting shot in
the back.

ULTRA MAGNUS
We already talked about this, Hot
Rod.

HOT ROD
And you do not seem to hear me.
Those bastards destroyed my city...
my friends... I just want to
retaliate on the same level.
(Printed with an unregistered version of Fade In)
10.

ULTRA MAGNUS
Autobots work by law and order, if
we act like the Decepticons all
this war will have been in vain.
(beat)
If you have any problems with my
leadership, report to Optimus when
he comes back. Until then, you
obey.

Hot Rod gets silent after that sermon, letting those words
sink in.

INT. OPERATIONS CENTER - AUTOBOTS BASE - NIGHT

A large room filled with dozens of TECHNICIAN AUTOBOTS
manning their stations on holographic screens. All focused
and busy.

Working on the main console is KUP, the veteran warrior.

He’s surrounded by three floating holographic screens which
show various data and codes in the Cybertronian language.

He talks with PERCEPTOR, the chief scientist of the

Autobots, who holds a kind of TABLET while talking to Kup.

As Ultra Magnus and Hot Rod come in, they are greeted by
another Autobot: SIDESWIPE. He and Magnus shake hands.

SIDESWIPE
Nice to see you again, Commander.

ULTRA MAGNUS
Same to you, Sideswipe.
Ultra Magnus heads to Kup and Perceptor as Sideswipe turns
to Hot Rod, who is in a bad mood today.

SIDESWIPE
So, how was the mission today?

HOT ROD
You do not want to know.

Kup and Perceptor stop their personal conversation as they

notice Ultra Magnus approaching.

PERCEPTOR
Oh, there he is.

ULTRA MAGNUS
Perceptor. Kup.
(Printed with an unregistered version of Fade In)
11.

KUP
Commander. Apparently the mission
was a success.

ULTRA MAGNUS
More or less. What do you have for
me today?

KUP
Jazz and his team ambushed a
Decepticon patrol heading to Tagan
Heights. It was close but they did
it.

ULTRA MAGNUS
Great. What about Optimus?

KUP
That was what I was talking to
Perceptor before. We have not
gotten anything so far.

PERCEPTOR
I checked our signal and it's fine.
Probably the Ark was badly damaged
in the landing, or anything else.
Hard to know at this point.

ULTRA MAGNUS
Keep trying, we can not lose hope.
They are still out there.

KUP
We will.

Then, Ultra Magnus walks out. Kup and Perceptor back to

work.

EXT. EARTH - OUTER SPACE

Our blue world hanging in the infinite darkness of space

like a graceful marble.

EXT. SERIES OF SHOTS AROUND THE AMERICA - DAY

On a CITY FREEWAY, cars, thousands. Jammed bumper to bumper.

And one of them could be a Transformer...

In a METROPOLIS, more miscellaneous cars filling the

streets. People walking the sidewalks following their
lives...
(Printed with an unregistered version of Fade In)
12.

On another DOWNTOWN, crowded traffic, several horns

constantly ringing all over the place...

CUT TO:

EXT. CITY STREET - DAY

In a quieter street without much traffic...

... A DODGE CHARGER SXT POLICE CRUISER pulls into frame

slowly, almost to stop. Meet the new PROWL.

That’s when we hear a familiar voice:

WHEELJACK (V.O.)
I got the new location. Sending
coordinates now.

Right after that, Prowl ACCELERATES UP screeching tires as

he SPEEDS away out of our view.

EXT. SKY - DAY

THE ARK makes its way sweetly through the cloudy sky.

INT. BRIDGE - THE ARK - DAY

Inside, the engineer WHEELJACK works hard at his console,

eyes focused on the holographic screen.

RATCHET walks up to behind him.

RATCHET
Please tell me you have good news
this time.

WHEELJACK
I am connected to the human
satellite and have captured two
distress calls at two different
power plants.

RATCHET
Two at the same time? Why are the
Decepticons so hungry? They took
the energy from another one two
weeks ago.

WHEELJACK
Well, let's hope our friends find
out.
(Printed with an unregistered version of Fade In)
13.

RATCHET
Optimus already know the location?

WHEELJACK
Yes. I sent Optimus and Ironhide to
the first plant, then Prowl and
Bumblebee to the second.

EXT. DESERT HIGHWAY - NEW MEXICO - DAY

Racing through the highway, an old well-known RED KENWORTH

CAB OVER - it’s OPTIMUS PRIME.

Following right behind Optimus’ tail, a RED PICK-UP TRUCK at

high speed - IRONHIDE.

LEGEND: “NEW MEXICO”

EXT. DESERT HIGHWAY - OREGON - DAY

At top speed, Prowl follows his route to Wheeljack’s

coordinates. Suddenly, a horn sounds as if it had hailed
Prowl.

REVEAL a yellow 2017 VOLKSWAGEN BEETLE rushing behind

Prowl - BUMBLEBEE. Prowl honks in reply.

LEGEND: “OREGON”

EXT. LOS ALAMOS NUCLEAR PLANT - NEW MEXICO - DAY

A black smoke tower rises from the facility to the skies.

Nuclear plant WORKERS run away scared like hell.

INT. LOS ALAMOS NUCLEAR PLANT - NEW MEXICO - DAY

Three new Decepticons are in there: BONECRUSHER, LONG HAUL

and SCAVENGER. They are members of the CONSTRUCTICONS.

Scavenger totes a huge HIGH-TECH BOX-LIKE DEVICE. A

Cybertronian artifact with some semi-transparent sides.

BONECRUSHER
Hurry about it. The Autobots can
get here anytime.

As he steps closer the power core, Scavenger plugs a cable

in there that begins to DRAIN nuclear power from the plant.
(Printed with an unregistered version of Fade In)
14.

But the Cybertronian box is not only draining, it is also

converting that nuclear energy into ENERGON.

EXT. DESERT HIGHWAY - NEW MEXICO - DAY

Optimus and Ironhide are heading to Los Alamos plant. CAMERA

PULLS BACK from both Autobots, rising up.

Camera continues ascending, pulling away from the ground

faster and faster to -

EXT. SKIES ABOVE LOS ALAMOS NUCLEAR PLANT - CONTINUOUS

Where a FIGHTER JET in a blueish tinge patrols the skies
around the nuclear plant. This is THUNDERCRACKER. Another
Decepticon.

He spots Optimus and Ironhide on the move.

THUNDERCRACKER
Here is Thundercracker. I'm
spotting two Autobots oncoming.

EXT. SKIES ABOVE HIGHWAY - OREGON - DAY

ANOTHER FIGHTER JET - this one black and imposing - flies

unnoticed following Bumblebee and Prowl high above them.

This is SKYWARP, Thundercracker’s brother.

SKYWARP
I see two others here too. We need
to save time for the Constructicons
to get all the energy they need.

THUNDERCRACKER (V.O.)
Understood.

EXT. HARRISON NUCLEAR POWER PLANT - OREGON - DAY

More workers running PANICKED.

INT. HARRISON NUCLEAR POWER PLANT - OREGON - DAY

Here we see the other trio of Constructicons: HOOK, SCRAPPER

and MIXMASTER.

Like the other three from Los Alamos, these also use a
converter box to drain power from the plant.
(Printed with an unregistered version of Fade In)
15.

EXT. DESERT HIGHWAY - NEW MEXICO - DAY

In the distance, Optimus and Ironhide are already able to

see the nuclear power plant.

EXT. SKIES ABOVE HIGHWAY - NEW MEXICO - DAY

Thundercracker U-turns, lowering his altitude and setting up

his MISSILES. Then, he FIRES.

EXT. DESERT HIGHWAY - NEW MEXICO - DAY

Still in vehicle mode, Optimus and Ironhide SHUNT off the

road as the missiles HIT the highway.

The explosions OVERTURN some of the civilian cars that were

passing there at that moment.

The two Autobots TRANSFORM into robot mode already assuming

battle pose, both drawing their ENERGY WEAPONS as
Thundercracker ROARS past above their heads.

IRONHIDE
Is Starscream here too?

OPTIMUS
It’s not him.

Thundercracker maneuvers towards the Autobots again, this

time raining down MACHINE GUN FIRE, which TEARS through the
ground.

Optimus and Ironhide have no choice but to make an evasive

maneuver, narrowly escaping the shots.

EXT. DESERT HIGHWAY - OREGON - DAY

Bumblebee and Prowl do not notice Skywarp in the sky coming

towards them until he fires a barrage of missiles.

BUMBLEBEE
Prowl, watch out!

The cruiser and the Beetle swerve left and right as the
projectiles STREAK PAST blowing CRATERS on the highway.

The Autobot duo transforms into robot mode, skidding feet on

the pavement. Prowl draws his energy weapon.
(Printed with an unregistered version of Fade In)
16.

PROWL
Bumblebee, you're faster. Take the
others in the plant, I'll keep him
occupied.

BUMBLEBEE
All right.

Bumblebee starts to run toward the plant, leaving Prowl

behind with Skywarp.

The Autobot opens fire skyward. However, Skywarp is fast and

swerves with quick aerial maneuvers, making Prowl miss all
the shots.
PROWL
Damn it!

INT. HARRISON NUCLEAR POWER PLANT - OREGON - DAY

With an almost complete drainage, the box emits a bluish

energy glow from the Energon.

The Constructicons wait anxiously. They hear the sound of

explosions and shots outside.

HOOK
Come on, come on, come on...

Then the drainage finally ends. The entire plant BLACKOUTS.

Hook unplugs the box from the power core.

HOOK (CONT'D)
We have the Energon, let’s go!
The trio leaves.

EXT. DESERT HIGHWAY - NEW MEXICO - DAY

While Optimus and Ironhide are exchanging shots with

Thundercracker...

... Ironhide notes that the nuclear power plant has also
suffered a blackout. And he realizes.

IRONHIDE
Prime, the Decepticons got the
energy.

OPTIMUS
Go!
(Printed with an unregistered version of Fade In)
17.

Ironhide rushes toward the plant to try to reach the

Decepticons, leaving Optimus with Thundercracker.

In the sky, Thundercracker skillfully dodges Optimus' energy

blasts. He retaliates with his machine gun.

Thundercracker’s hail of gunfire rips along the earth toward

one of the overturned civilian cars on the highway where a
man tries to pull his wife out of the vehicle.

Immediately, Optimus SPRINTS as fast as he can for those

defenseless humans.

When it seems that the machine gun will hit them, Optimus
SHIELDS the man and his wife with his own body, taking all
the shots FULL ON.

OPTIMUS (CONT'D)
Are you all right?

The man stares at Optimus with wide eyes, MESMERIZED. But

not in total fear.

MAN
(nervous)
Yes... t-thanks.

OPTIMUS
Stay hidden.

EXT. LOS ALAMOS NUCLEAR PLANT - NEW MEXICO - DAY

Bonecrusher, Long Haul and Scavenger - who takes along the

Energon box with self - exit the nuclear plant ready to go
away.
But Bonecrusher notes Ironhide coming toward them. His
killing instinct makes him want to shoot down Autobot right
there.

SCAVENGER
Don’t do it, Bonecrusher. The goal
is to take the box to the boss,
Thundercracker is who guards our
back from any unforeseen.

Even though Bonecrusher does not like it, he gives up

attacking Ironhide and joins the others to leave.

ON IRONHIDE -
(Printed with an unregistered version of Fade In)
18.

After realizing that the Constructicons are turning into

vehicles to escape, he points his assault rifle to stop
them.

A TERRIBLE WHISTLE draws his attention. Ironhide whirls to -

a flurry of MISSILES from Thundercracker showering toward
him.

IRONHIDE
Shit.

BOOM. BOOM. BOOM. The missiles detonate as if it were a

bombardment, knocking Ironhide to the ground.

BEAT as the Autobot recomposes himself. He looks through the

smoke Thundercracker and the Constructicons departing
together.

Optimus reaches up Ironhide and helps him to stand.

IRONHIDE (CONT'D)
Who the hell was the newbie one?

OPTIMUS
Another follower of Starscream,
probably. His numbers are growing
fast.

IRONHIDE
(scanning Optimus)
You look bad.

OPTIMUS
We both.
(into comm)
Wheeljack, prepare the Ground-
Bridge. We are coming back.

WHEELJACK (V.O.)
Affirmative.

EXT. HARRISON NUCLEAR POWER PLANT - OREGON - DAY

Hook, Scraper and Mixmaster get out the facility - with

Scraper carrying the Energon box.

But they are targeted by ENERGY FIRE coming out nowhere.

They turn around to find Bumblebee coming for them, energy
cannon blazing.

MIXMASTER
It’s the Autobot!
(Printed with an unregistered version of Fade In)
19.

The three Decepticons transform their hands into ENERGY

CANNONS, initiating an exchange of shots with BB.

ON PROWL -

Reloading his weapon. When he's ready to shoot again, it's

too late - Skywarp has already fired missiles at him.

Prowl runs for his life as the missiles PUMMEL his

surroundings in a row of blasts, which THROW the Autobot to
the ground leaving him stunned.

ON BUMBLEBEE AND THE CONSTRUCTICONS -

They are slowly destroying the power plant with their shots.
However, Bumblebee gets hit from behind by Skywarp’s machine
gun who overflies him.

Hook takes advantage of that distraction and sends an energy

shot into Bee’s chest, knocking him off his feet.

HOOK
He’s down, it’s our chance!

CUT TO:

RIFLE SCOPE POV: Someone far away observes all the action
taking place in the plant, aiming at the Constructicons.

WIDEN TO REVEAL -

EXT. ROCK SHELF ON DESERT - OREGON - DAY

Camouflaged amidst some rocks is a SKYWATCH SNIPER on

position, wielding a rifle ready to shoot.
SKYWATCH SNIPER
Target on lock. Proceeding to
shoot.

SKYWATCH CENTRAL
(over radio)
Copy that.

RIFLE SCOPE POV: At the nuclear plant, Scrapper and

Mixmaster transform into vehicle mode - a FRONT-LOADER and a
CEMENT MIXER, respectively - while Hook keeps firing.

After a short beat - the sniper shoots a single TRACKING

BULLET that -
(Printed with an unregistered version of Fade In)
20.

EXT. HARRISON NUCLEAR POWER PLANT - OREGON - DAY

- PINS discretely on Hook's thigh seconds before he

transformed into a CRANE TRUCK. He speeds away with the
others without noticing the tracker.

Meanwhile, Bumblebee remains hidden behind a pile of debris,

injured in the shoulder. He watches the Decepticons fleeing,
as does Skywarp.

Prowl joins him.

PROWL
Bee, you've been hit!
BUMBLEBEE
I'll be fine. The bastards managed
to escape.

PROWL
We can not do anything now. Let's
go back to Ratchet to treat this.

EXT. ROCK SHELF ON DESERT - OREGON - DAY

After seeing Bumblebee and Prowl together there, the

Skywatch Sniper assumes his position again.

RIFLE SCOPE POV: He takes aim at the Autobots, but before he

can shoot, Bumblebee and Prowl turn into vehicles, racing
off there as well.

With the Autobots out of range, the Sniper gets up and walks
toward his UNMARKED VEHICLE.
SKYWATCH SNIPER
(into radio)
Mission accomplished. Returning to
the base now.

EXT. SKYWATCH HQ - DAY

In the middle of nowhere in the desert, a barbed-wire fence

rings a COMPOUND of hangars. Armed soldiers monitor
everything in WATCHTOWERS.

LEGEND: “SKYWATCH, CENTER OF DEFENSE ANTI-TRANSFORMER”

The place is ornamented with the most modern military

apparatus: vehicles, tanks, aircraft, weapons etc.
(Printed with an unregistered version of Fade In)
21.

A Jeep rushes across the base conveying MAJOR SPIKE WALLACE

in the passenger seat. As the car stops, Spike hops out it
heading for the main hangar.

INT. SKYWATCH HQ - DAY

Spike walks in the large hangar-like room. An elevated

walkway spans 180 degrees around. A WIDE DISPLAY PANEL
dominates the scene.

In there it’s a bustling hive of activity - many SKYWATCH

OFFICERS prowling here and there really busy.

VOICE (O.S.)
You’re late.

Spike tilts his head up, from where the voice came, finding
there on the walkway his friend SERGEANT JOE HENDERSON.

SPIKE
I'm sorry, I did not know you were
my nanny now.

JOE
Well, most of the time I feel like
I really am.

Spike takes a SMALL SERVICE LIFT up and proceeds to the

center of the walkway, where he and Joe shake hands.

Then, they start to walk.

JOE (CONT'D)
We're in luck. None of the robots
noticed the tracker yet, by then
we'll be in the lead.
(beat)
How was it there in Washington?

SPIKE
You know, the same old talk. They
want results soon, since we've been
almost four months without a good
shot.

They stop before the large display panel and wait. Moments
later, the display crackles to life streaming a LIVE VIDEO
of COL. SPARKPLUG.

Spike and Joe salute.

(Printed with an unregistered version of Fade In)
22.

COL. SPARKPLUG
(on screen)
At ease, gentlemen. So, what did
you got for me?

SPIKE
About four hours ago, a nuclear
power plant in Oregon was attacked.
Luckily we managed to get a sniper
on the scene in time, before the
Transformers flew.

JOE
The target is under constant
surveillance. The last place we saw
it was on the outskirts of Nevada.

COL. SPARKPLUG
(on screen)
Do you believe that's where they're
hiding?

SPIKE
I do not think so, sir, if they're
smart they would not pick such an
exposed spot. We still need time to
draw straight conclusions.

COL. SPARKPLUG
(on screen)
I see. But time has not been in our
favor in the last few days. The
high command wants a response to
the height, or those damn robots
will leave the whole country sunk
in an energy crisis.
JOE
We’re working on it, sir.

COL. SPARKPLUG
(on screen)
I hope so. How is the progress of
our great gift?

SPIKE
Progressing better than ever, sir.

INT. SCIENCE DIVISION - SKYWATCH HQ - DAY

In another section in Skywatch's main building, Spike and

Joe enter the large laboratory packed with scientific
equipment.
(Printed with an unregistered version of Fade In)
23.

The sprawling lab spread over two floors vertically. Most of

the activity happens on the level below, where it works more
like a workshop.

SCIENTISTS and ENGINEERS in white coats are scattered on all

sides focused on different jobs. DOCTOR WESTON - Skywatch’s
chief scientist - welcomes Spike and Joe.

SPIKE
Doctor Weston.

DOCTOR WESTON
Major. Sergeant. I did not expect
you so early today, but know that
we have had great discovery with
that new technology.

SPIKE
It's good to hear it.

Dr. Weston leads both soldiers through the lab, taking them
to where the majority work happens.

Inside a glass-walled room, scientists work hard at an

E.M.P. BOMB - its design is a fusion of human technology
with Cybertronian technology. Dr. Weston, Spike and Joe
behold it.

JOE
Wow, it’s huge.

DOCTOR WESTON
Indeed.

SPIKE
I must remind you that we have no
room for failures here, Dr. Weston.
This thing needs to work when the
time calls.

DOCTOR WESTON
Do not worry, Major, I'm focusing
all my attention on this project.
When it gets ready, the EMP will
shut down any life form moved with
Energon.

Joe walks over to the banister of that floor, his eyes

caught by something beyond the camera. He stares as Spike
and Dr. Weston flank him.

JOE
How ironic is that? We gonna defeat
them with their own technology.
(Printed with an unregistered version of Fade In)
24.

REVERSE ANGLE REVEALS what they all see -

MEGATRON! In fact, his lifeless body held in that hangar.

Just as we saw Shockwave in the first movie, Megatron is
also in that same situation.

Several scientists swarm him on scaffolding, studying that

alien body in all known ways. Some metal plates have been
removed for some time, and more are being removed now.

SPIKE
(to Dr. Weston)
Did you get what I asked for?

DOCTOR WESTON
(grins)
Come with me.

JUMP CUT:

Still in the lab, Dr. Weston enters an access code on a wall

panel. Seconds later, a door whooshes open revealing...

... A CRASH-SUIT. An advanced high-tech exoskeleton

specially built for combat, also blending Cybertronian
technology with the human’s. About the size of Bumblebee.

DOCTOR WESTON (CONT'D)

The new suits have been improved
according to your requirements. We
assign the weight to make it more
tactical.

SPIKE
Good. I fear they will be used
soon.

EXT. LAS VEGAS - VARIOUS - DAY

Casinos rise above plains. A million plus people move about

the city. The Sin City gleams under the blazing sun.

CUT TO:

EXT. LAS VEGAS STREETS - CONTINUOUS

FOLLOWING A BIKER racing through the traffic. Whoever it is,

he shows great skills on that old bike, which RUMBLES and
SPUTTERS, but still wheel.

REVEAL the person manning that handlebar: VERITY CARLO. Our

young woman remains as graceful as ever.
(Printed with an unregistered version of Fade In)
25.

But she is not just strolling around the city, but wanting
to get to a place in a hurry...

... at a humble PIZZERIA. Verity parks, leaps off and runs

into the establishment.

INT. VEGAS PIZZERIA - DAY

Verity hurtles into the shop, out of breath, frantic. MR.

HODGES, the owner, shoots her a deprecating look. Typical.

MR. HODGES
Tell me, Verity, do you have any
watches at home?
VERITY
I’m sorry Mr. Hodges, I’m really
sorry. The alarm clock was out of
battery, I forgot to buy some new
ones and --

MR. HODGES
(interrupting)
Ten minutes ago I received a full
order. All the other delivers are
already rolling around doing their
job, so you're the only one now.

Mr. Hodges grabs a stack of pizzas and slams it on the

counter.

MR. HODGES (CONT'D)

Time is our first god here -- in
any pizza shop, in fact. So you
better do well this time, otherwise
you'll be out.

Verity got the message. Rapidly, she grabs all those pizzas
and runs back to her motorcycle.

JOB MONTAGE:

Throughout the entire day we accompany Verity into her work

routine delivering Pizzas. She zigzags through the traffic,
riding that bike as if she were going to crash at any
moment. She makes the delivery; back to pizzeria to pick up
more orders; delivery to the recipient; back to pizzeria to
get more orders; delivery; and so on over and over again.
(Printed with an unregistered version of Fade In)
26.

EXT. VEGAS PIZZERIA - NIGHT

At the end of the night, Verity starts her bike while Mr.
Hodges closes his shop.

MR. HODGES
Don’t forget the batteries.

She just gives him a nod and drives off.

EXT. LAS VEGAS STREETS - NIGHT

Exhausted after a hard day, Verity rides more calmly back to

her home. She’s about to cross an intersection when
SUDDENLY...

... A CEMENT MIXER TRUCK WHOOSHES PAST a few inches from

Verity, narrowly smashing her.

Verity STARTLES and jams the brakes, dropping to the ground

in the process. Coming right behind the mixer: a DUMP TRUCK
and a FRONT-END LOADER.

The trucks make their way as if Verity did not exist. She
stands, indignant with that.

VERITY
(yells)
Eyes on the road, assholes!!

All vehicles ignore her. Verity hauls her bike to its wheels
again and starts it.

EXT. VERITY’S APARTMENT BUILDING - NIGHT

A grand, ancient building. Verity enters.

INT. HALLWAY - VERITY’S APARTMENT BUILDING - NIGHT

With slow, heavy steps, Verity emerges from the staircase,

walking down the hall to the door of her home.

She pulls the keys from her pocket and opens the door, after
entering, she locks it again.

INT. VERITY’S APARTMENT - NIGHT

After turning on the lights, Verity lands on the worn sofa

and begins to remove the shoes. Only now does she realize
that her knee is scratched by that motorcycle fall.
(Printed with an unregistered version of Fade In)
27.

VERITY
Great.

Off Verity, hanging her head...

EXT. SKY - NIGHT

NEMESIS. The massive Decepticon flagship flies across the

sky like a menacing shark.

INT. LAB - NEMESIS - NIGHT

SHOCKWAVE lies motionless on a metal table. He has been

fully restored from the inside out.

Around him, RUNABOUT and BRAWL make preparations to bring

Shockwave back to life. They connect several cables and
wires to that body.

In the meantime, STARSCREAM watches everything impatiently.

STARSCREAM
Can you hurry up with that?

BRAWL
We've been restoring Shockwave for
a year, very carefully, so it would
not be smart to risk throwing all
this work in the trash.

STARSCREAM
Beware of the words you choose to
speak to your master.
Runabout fits the last cable into Shockwave’s spark.

RUNABOUT
I think we’re ready.

Brawl steps up to a console, then types.

BRAWL
Preparing body to Energon recharge.

As Brawl taps a button on the console...

... the machinery around Shockwave lights up. The cable in

his spark is connected to an ENERGON CUBE, which begins to
glow more and more intense.

BRAWL (CONT'D)
Initiating energy transfer.
(Printed with an unregistered version of Fade In)
28.

THEN -

- Shockwave’s body JOLTS as the Energon flows into his body.

The others retreat but keeping their eyes on Shockwave at
every moment.

Tendrils of energy swirl Shockwave’s body, causing him to

SHAKE hard over that table.

STARSCREAM
(to Brawl)
Tell me this is normal.

But Brawl shows him a confused look.

And SUDDENLY...

... everything simply STOPS. Shockwave stops shaking. The

Energon cube is completely empty. The three Decepticons
wait, but... nothing.

RUNABOUT
Did it work...?

All eyes turn to Brawl.

BRAWL
Do not look at me, that was my
first, and I hope the unique,
resuscitation!

Starscream takes cautious steps closer to Shockwave. He

stands beside him, trying to find some sign of life but
Shockwave is still off as before.

Starscream’s wrath erupts:

STARSCREAM
Nice job, “doctor”, now we have one
year of waiting ended in nothing!
The whole mission was thrown in the
hole, everything we've done so far!
Now I will have to go back to
Cybertron and...

But AT THIS MOMENT -

- Shockwave’s single EYE irises OPEN, glows RED. Starscream

only notices what is happening when Shockwave CLUTCHES his
throat hard, interrupting his speech.

Runabout and Brawl get on ALERT, aiming their weapons at

Shockwave as he gets up from the bed, still holding
Starscream.
(Printed with an unregistered version of Fade In)
29.

Feeling confused and besieged, Shockwave points his menacing

cannon - which is his left arm - to the other two
Decepticons, threatening to shoot.

STARSCREAM (CONT'D)
Hey, hey, hey -- easy there.

Shockwave’s head turns to Starscream.

STARSCREAM (CONT'D)
We are on the same side. It's me,
Starscream. And those are Runabout
and Brawl, as you may already know.

It seems that Shockwave's memory is beginning to come back.

He gradually calms down, loosening his grip on Starscream's
neck.

STARSCREAM (CONT'D)
Yeah, that’s it.

Shockwave releases Starscream and lowers his cannon.

Runabout and Brawl also lower their weapons, but still
afraid.

Beat as Shockwave reflects on everything that is happening

now. Then, he turns to Starscream again.

SHOCKWAVE
Where is Megatron?

STARSCREAM
Well... how can I say? He is dead
by the hands of the Autobots. Now I
am your new leader, who has brought
you back to life after so long,
which makes you loyal to me
forever.

Starscream expects Shockwave to greet him as his new lord,

but he remains silent just staring.

STARSCREAM (CONT'D)
Anyway, the war with the Autobots
has reached a critical state, and
it's up to me to finish it
following Megatron's plan: bring
you functional again to use the
super-weapon hidden on this planet
to put an end to all Autobots.
(off look)
There's a super-weapon here...
right?
(Printed with an unregistered version of Fade In)
30.

SHOCKWAVE
(processing beat)
I need to reorganize my system data
and reset any flaws with my backup,
plus do a full topographic scan to
locate the weapon, which must have
changed its place due to the
geological activities of the
region.
(re: his own body)
And fix some stuff.

STARSCREAM
Huh... okay then, sounds good. How
long will this take?
Shockwave walks past Starscream and leaves the lab without
saying a word.

STARSCREAM (CONT'D)
Do not delay, we still have a war
to win! I'm ordering!

EXT. KOLKULAR - CYBERTRON - DAY

The site of the great Decepticon command fortress, located

far from any big city of Cybertron. Its perimeter is
patrolled by armed guards always attentive.

LEGEND: “KOLKULAR, KAON DISTRICT”

INT. THRONE ROOM - KOLKULAR - DAY

A crowd of Decepticons are gathered in the great hall.

Everyone talking to each other on several different
subjects.

The door swings open. Soundwave comes in, walking across the
room. As he passes by the other Decepticons, we hear a
little of what they talk about:

DECEPTICON #1
-- this became a huge mess after
Lord Megatron's death...

DECEPTICON #2
Do you have any idea how many of us
died under Scorponok's leadership?
The Decepticons will end if they
continue like this.
(Printed with an unregistered version of Fade In)
31.

DECEPTICON #3
We should leave all this and go to
planet Earth, where Starscream is
now...

DECEPTICON #4
Starscream? That idiot only knows
how to think of himself and to
praise his own pride. I do not know
how he survived so long with
Megatron.

DECEPTICON #3
Do you prefer Scorponok?
Soundwave stops in a corner of the room, just watching.

A moment later, BLITZWING - Scorponok’s right arm - emerges

on the throne altar and turns to the crowd.

BLITZWING
Attention all of you here present!

Everyone turns to him almost in unison.

BLITZWING (CONT'D)
Your master will come to give you
an important pronunciation, and it
is essential that all of you pay
attention to his words.

Then, Blitzwing makes room for Scorponok to climb on the

altar as well.

SCORPONOK
My dear Decepticons. I know we are
going through dark ages... chaos
and despair. But all this was
because of Megatron and his
leadership. Now he's dead, and it's
up to me to guide the Decepticons
to victory, something Megatron
could never do.

DECEPTICON
What about Starscream? He also
proclaims himself the leader.

SCORPONOK
Starscream may have acted alongside
Megatron for many cycles, but he
does not have the guts of a leader
just like me.
(MORE)
(Printed with an unregistered version of Fade In)
32.

SCORPONOK (CONT'D)
He's still useful for our ultimate
plan to exterminate with the
Autobots...

ON SOUNDWAVE -

Standing still, listening.

SCORPONOK (O.S.)
... and then, when the war is over
and we win, I promise there will be
only one supreme leader: Scorponok.

The Decepticons go wild and greet Scorponok. Motormaster

approaches Soundwave, standing beside him.
MOTORMASTER
I know what you're thinking because
it's the same as me. If that coward
stays in charge, he'll bury the
Decepticons faster than anyone
else.

Soundwave remains quiet.

MOTORMASTER (CONT'D)
You're planning something, are not
you? Perhaps... to bring Megatron
back.

They exchange glances. Although Soundwave does not have

expressions, it is exactly what he is thinking.

SOUNDWAVE
Are not you coming too?
MOTORMASTER
No... someone needs to keep an eye
on Scorponok to make sure he does
not do any shit around here.
(beat)
But I know some people who will
love having a chance to see
Megatron back in the lead of the
Decepticons. If you want, I can
contact them.

Soundwave just gives Motormaster a nod and walks away.

Off that...

CUT TO:
(Printed with an unregistered version of Fade In)
33.

INT. HALLWAY - KOLKULAR - LATER

Hydraulic doors open. Soundwave comes up revealing A GROUP

OF INSURGENT DECEPTICONS waiting for him. Everyone stands
up.

INSURGENT DECEPTICON
So, you’re the guy?

SOUNDWAVE
Follow me.

Soundwave walks past the group making his way down the
hallway. The Decepticons share suspicious looks but follow
Soundwave.
INSURGENT DECEPTICON
According to Motormaster you have a
plan to revive Megatron, right? How
exactly will you do it?

SOUNDWAVE
I'm also Megatron's personal
medical officer and I know how to
proceed.

INSURGENT DECEPTICON
If you say so.

INT. FLIGHT HANGAR - KOLKULAR - DAY

Multi-tiered platforms with dozens of huge Decepticon ships.

The elevator door opens. Soundwave leads his insurgents

toward THE HARBINGER - a spaceship built for battles.

INT. CARGO HOLD - HARBINGER - FLIGHT HANGAR - DAY

A DECEPTICON GUARD is doing an inspection inside the ship

when...

... Soundwave and the insurgents climb in through the ship's

lowered ramp.

DECEPTICON GUARD
Hey, you are not authorized to --

Before the guard could finish his sentence, two insurgent

Decepticons FIRE their cannons at him, shooting him down.

After that, they go ahead with the plan.

(Printed with an unregistered version of Fade In)
34.

EXT. KOLKULAR - CYBERTRON - DAY

The Harbinger ZOOMS skyward, taking off Kolkular.

EXT. CYBERTRON - OUTER SPACE

When the Harbinger moves away enough from Cybertron...

... it enters a SLIP-SPACE PORTAL and vanishes.

INT. INTERROGATION ROOM - AUTOBOTS BASE - DAY

Arcee and Cliffjumper interrogate the Decepticon prisoner

from the refinery. They've been there for some time.

ARCEE
(fierce)
What are the Decepticons planning?

CLIFFJUMPER
I suggest you to say what she
wants, pal. I've seen her angry.

DECEPTICON
You think you're scaring me,
Autobots? I hope Unicron devours
your sparks and --

WHAM! Arcee SMACKS the Decepticon backwards, dropping him to

the ground.

INT. OBSERVATION ROOM - AUTOBOTS BASE - DAY

Watching all the interrogation: Ultra Magnus and Hot Rod.

INT. INTERROGATION ROOM - AUTOBOTS BASE - DAY

Arcee hauls the Decepticon to his feet, slamming him against

the wall.

ARCEE
If you will not cooperate, I swear
that --

DECEPTICON
What? Will kill me? Go ahead,
because I will not say a word to
you.
(Printed with an unregistered version of Fade In)
35.

When it seems that Arcee will break that Decepticon in half,

she actually loosens him.

ARCEE
(sighs)
Well, I tried. Cliff.

Cliffjumper takes a step forward.

CLIFFJUMPER
All right, here’s the thing: when
we leave you power down before we
bring you here, we ask our
scientist to make a little
modification in your central
nervous system.

DECEPTICON
What kind of modification?

CLIFFJUMPER
There is a cerebral cortex diffuser
installed in your head that will be
activated in...

From Cliffjumper’s wrist, A HOLOGRAPHIC TIMER projects with

a countdown.

CLIFFJUMPER (CONT'D)
... very soon. And guess what,
it'll put all his pain sensors on
top and on. You will fall flat,
will squirm, but you will not die
because we were careful.

INT. OBSERVATION ROOM - AUTOBOTS BASE - DAY

Hot Rod casts a glance at Ultra Magnus, surprised to learn

that he approved of something like that.

INT. INTERROGATION ROOM - AUTOBOTS BASE - DAY

Now the Decepticon has lost his posture, he is nervous and

unsure of what Cliffjumper says.

CLIFFJUMPER
You will beg to die but the intense
pain will continue until you become
a plant without consciousness, and
none of your friend Cons will come
to help you because you’re nothing
to them.
(MORE)
(Printed with an unregistered version of Fade In)
36.

CLIFFJUMPER (CONT'D)
(re: the countdown)
Oh, it’s almost there.

DECEPTICON
It’s bullshit! You’re lying!

CLIFFJUMPER
Well, let’s find out.

TIGHT ON the Decepticon, mind churning. Growing fear as well

as doubt as the countdown decreases every second.

And seconds before the countdown is over:

DECEPTICON
WAIT! Stop it, stop it! I talk!

CLIFFJUMPER
What did he say?

ARCEE
I think he said he wants to talk.

Cliffjumper pauses the countdown. The Decepticon feels a

great relief.

ARCEE (CONT'D)
Okay, spit it out.

DECEPTICON
They... they have a brand new
super-weapon, powerful enough to
drain Energon on a large scale.

ARCEE
How large?
DECEPTICON
All Cybertron.

CLIFFJUMPER
What else do you know about this
super-weapon?

DECEPTICON
It is an old Megatron’s project,
built by Shockwave. But its trigger
is not here on Cybertron.

CLIFFJUMPER
What do you mean?
(Printed with an unregistered version of Fade In)
37.

DECEPTICON
What will fire the weapon is on
another planet, one called Earth.
Shockwave built it all there to
keep you Autobots from getting it,
and now we're just waiting for the
signal to strike.

Cliff and Arcee look at each other, clearly thinking the

same thing: “we are screwed.”

CLIFFJUMPER
Thank you for your cooperation.

The Autobots move toward the door.

DECEPTICON
Wait! What about the... the...

CLIFFJUMPER
The cerebral cortex diffuser? Who
knew, you were right, it was total
lie.

DECEPTICON
What...?

ARCEE
He invented that name now, you
dumbass.

They leave, Cliff closes the door with a smile on his face
for the decepticon.

INT. OBSERVATION ROOM - AUTOBOTS BASE - DAY

Ultra Magnus and Hot Rod share a worried look after hearing
that. Then, Kup calls:

KUP (V.O.)
Commander, we have newcomers.

INT. OPERATIONS CENTER - AUTOBOTS BASE - DAY

Ultra Magnus steps in coming across three more Autobots:

JAZZ, HOUND and SMOKESCREEN.

JAZZ
Commander.

ULTRA MAGNUS
Jazz. Hound.
(MORE)
(Printed with an unregistered version of Fade In)
38.

ULTRA MAGNUS (CONT'D)

(to Smokescreen)
And you are?

Smokescreen salutes as a good soldier.

SMOKESCREEN
Smokescreen, sir. It's an honor to
finally meet you.

ULTRA MAGNUS
At ease.
(to Jazz)
Status report.

JAZZ
The bastards of the Cons caught us
off guard at an outpost in Nyon.
Besides the three of us here, two
more survived.

ULTRA MAGNUS
Let's retaliate, but with time.
There is a more pressing mission
going on now.

The other three listen closely.

ULTRA MAGNUS (CONT'D)

There is a great Decepticon weapon
that can annihilate us at once, and
part of it is found on Earth, where
Optimus is. I want to send two of
us to warn him about the current
situation.

When he hears "Prime", Smokescreen gets excited.

HOUND
Why not use our communications?

ULTRA MAGNUS
Perceptor said we're still offline
with the Ark so we'll have to be
there in person.

SMOKESCREEN
I'm offering myself to go warn
Optimus Prime, sir.
(off everyone’s look)
I always wanted to meet a Prime,
since when I worked in the library
of the citadel.
(Printed with an unregistered version of Fade In)
39.

ULTRA MAGNUS
You have to keep in mind that this
is not a tour, it is the destiny of
Cybertron that is at stake.

SMOKESCREEN
Yes sir.

JAZZ
Do not judge by what he looks like,
Magnus, the kid is a good fighter.
Thanks to him we got time to escape
from Nyon.

ULTRA MAGNUS
Right. I want Sideswipe here, he
and Smokescreen will go to Earth to
warn Optimus.
(to Kup)
We'll have a meeting. Tell
everyone.

INT. BRIEFING ROOM - AUTOBOTS BASE - LATER

Later that day, the major Autobots are gathered around a

round table. Ultra Magnus informs everyone.

ULTRA MAGNUS
-- and according to that
Decepticon, the super-weapon will
destroy all life moved by Energon.

PERCEPTOR
With all due respect, Commander,
but he may be lying just to scare
us. If this weapon does what he
says it does, the Decepticons
themselves would die, too.

CLIFFJUMPER
Oh, he was not lying, I guarantee
that. And Arcee can confirm that.

KUP
Maybe they have some kind of
protection in Kaon that takes them
out of the fire line.

PERCEPTOR
A force field. It’s probable.

JAZZ
How much time do we have left?
(Printed with an unregistered version of Fade In)
40.

ULTRA MAGNUS
It's still hard to say. It all
depends on how things are going to
happen on Earth.

HOUND
There is still hope that Optimus
will destroy the other part of the
weapon on Earth, right?

HOT ROD
Even so, it is not guaranteed. It
does not mean that we will just
stand here.
ARCEE
So what's the plan? From what I
see, our time is short.

ULTRA MAGNUS
As we still can not contact the
Ark, Sideswipe and Smokescreen will
warn Optimus about the hidden
weapon on Earth and hope that they
find it before the Decepticons.

JAZZ
What about us?

As Ultra Magnus taps on a digital panel on the table...

... A HOLOGRAPHIC 3D image of Kolkular materializes in the

center of the table.

ULTRA MAGNUS
We will invade the Decepticons
command base and get all possible
information about their super-
weapon.

INT. COMMAND CENTER - SKYWATCH HQ - DAY

Dozens of SKYWATCH TECHNICIANS dutifully at a bank of

MONITORS, manning their data terminals.

One of the technicians snaps around to Spike, who's

discussing strategies at a table not too far away with other
officials.

SKYWATCH TECHNICIAN
Major Wallace, we have a peak.
(Printed with an unregistered version of Fade In)
41.

Almost immediately, Spike stops what he was doing and joins

the technicians.

SKYWATCH TECHNICIAN (CONT'D)

The target is on the move rapidly
in a new direction. Apparently
California.

Spike draws his RADIO and speaks:

SPIKE
We have the signal, time to act.

EXT. THE ARK - FLYING - DAY

Establishing.

INT. MED LAB - THE ARK - DAY

WHAM! A furious Ironhide SLAMS his fist on the wall, leaving

a DENT. Ratchet ends of treating injuries on Optimus
shoulder.

Bumblebee tests his left arm, already healed by Ratchet.

Prowl is also with them.

RATCHET
Easy there, Ironhide. This ship has
already suffered too much.

IRONHIDE
I hate being caught off guard. Who
the hell were those two?
PROWL
Those are Thundercracker and
Skywarp. I already met them on a
mission at Polyhex.

BUMBLEBEE
We are increasingly smaller in
number.

RATCHET
How many more soldiers Starscream
will summon from Cybertron? If we
continue like this, we will not be
able to overcome them.
(Printed with an unregistered version of Fade In)
42.

OPTIMUS
How much he finds enough. Until
then, we are the earthlings’ only
defense against the Decepticons.

IRONHIDE
I think you're making a mistake,
Prime. The Decepticons are kicking
our ass and you only care about
humans.

BUMBLEBEE
Come on Ironhide, do not be unfair.

OPTIMUS
You're mistaken if you think I do
not care about my own kind, too,
Ironhide. But humans are taking the
same risks because of us. We
brought the war to them.

IRONHIDE
You even saw how they are, wild,
violent. Only Primus knows what
they might have done with
Megatron's body.

OPTIMUS
And we are so different? How many
of our alike are now scraps buried
in Cybertron... how many are still
standing.

RATCHET
Hey! It's not time to let emotions
emerge now, there's still work to
do out there.

BUMBLEBEE
Wheeljack will be able to connect
with our friends on Cybertron, I'm
sure of that, and soon we'll have
our numbers too.

After a short beat:

WHEELJACK
(over intercom)
Autobots, I got something. There is
a new emergency call from humans
saying that "giant robotic
monsters" are attacking a power
plant.
(Printed with an unregistered version of Fade In)
43.

PROWL
The Cons are getting fast.

OPTIMUS
Wheeljack, prepare the coordinates
to get us close. Let's use the
bridge.

INT. GROUND-BRIDGE CHAMBER - THE ARK - DAY

Optimus, Ratchet, Bumblebee, Ironhide and Prowl step into a

chamber where shelters the Ground-Bridge.

A circular portal with enough diameter to pass a Transformer

in vehicle or robot mode, which allows transport to
coordinates on a single planet.

RATCHET
Are you sure you want to continue
using this thing? Even after the
repair is still a risk that
something goes wrong.

OPTIMUS
We need to get to the Decepticons
as quickly as possible, whatever
the cost.

RATCHET
Optimus, you do not really want me
to go help? You yourself have said
that the Decepticons numbers are
larger.

OPTIMUS
You're our only medical officer
here, Ratchet. You are more
valuable than you think.

Ratchet just nods. Thereafter, the portal crackles to life

in a burst of light.

OPTIMUS (CONT'D)
Autobots: roll out!

Under the Optimus’ leadership, he, Bumblebee, Ironhide and

Prowl rush into the portal fading within the light.

Ratchet watches them go, hoping his teammates will succeed

this time around.
(Printed with an unregistered version of Fade In)
44.

EXT. SKYWATCH HQ - DAY

The Skywatch soldiers are mobilizing all over the base as if

they were going to war.

A couple of landed TRANSPORT AIRCRAFT wait with their back

door lowered. One of them carries some FORCE APPLICATION
VEHICLES.

They are a four-wheel drive, all-terrain utility vehicle and

has a total seating of two or three. On the back of each,
advanced HARPOON GUNS that are swivel mounted.

In the second aircraft, NINE CRASH-SUITS lined up ready for

flight. Still without their pilots, just empty shells.
Standing in the middle of it all, Spike coordinates
everything as Joe approaches him.

JOE
The bastards are going to
California. If there is no
unforeseen event, we'll get the
bastards just in time.

SPIKE
This time we go with the right toys
for the play.

CUT TO:

EXT. LANDING STRIP - SKYWATCH HQ - DAY

Both aircraft lumber down the runway and roar aloft.

EXT. DESERT - DAY

A vast plain where there is only sand and stone. Wind howls,
dust flies with the breeze.

Tranquility is broken by a...

... burst of light in the air, it's a TELEPORTATION PORTAL

from the Ground-Bridge.

And out of the light arise Optimus, Bumblebee, Prowl and

Ironhide in vehicle mode speeding through the desert.
(Printed with an unregistered version of Fade In)
45.

EXT. NOVA POWER PLANT - DAY

Chaos is already in place at the plant. Bonecrusher,

Scrapper - carrying the power converter box - and Hook are
entering the facility, in addition to the brothers
Thundercracker and Skywarp.

Hundreds of workers flee desperately away from those

mechanical figures. Bonecrusher GRABS one of them, studies
him like an insect under glass.

SKYWARP
We will be orbiting around as
usual, do not delay. Autobots
already know we're here.
SCRAPPER
I know that.

Scrapper and Hook enter the plant while Bonescrusher

continues distracted analyzing that human.

SKYWARP
Hey you, move that steel ass.

Bonecrusher tosses the man away and turns to Skywarp.

BONECRUSHER
Why do you think you can give me
orders?

SKYWARP
Because it is the only thing for
which you serve: to fulfill what
others order.
The Constructicon didn't like the answer at all. His fists
clench, as if he were going to strike at any moment. Skywarp
maintain his posture.

But Thundercracker knows it's not the right time for this
fight and he intervenes between the two Decepticons.

THUNDERCRACKER
Both of you can hate each other as
much as you want, but now we have a
mission to fulfill. Save your
energy for the Autobots.

A pause. Bonecrusher hisses and walks into the plant.

Skywarp turns to his brother, angry.

SKYWARP
Never intrude on my business again.
(Printed with an unregistered version of Fade In)
46.

In a jump, Skywarp TRANSFORMS into a jet, taking off.

Thundercracker sighs and transforms too, following him.

INT. CORE ROOM - NOVA POWER PLANT - DAY

Inside, Scrapper and Hook stand before the power core.

Scrapper puts the converter box on the floor, then Hook
stretches the connection cable...

... plugging it into the core of the plant. At the same

time, the drainage starts and the box begins to glow pro-
rationally.

EXT. SKIES ABOVE NOVA POWER PLANT - DAY

Miles above the facility, Skywarp and Thundercracker make

their round over the area.

THUNDERCRACKER'S POV: His radar detects something not far

away. ZOOMS in across the highway where Optimus, Ironhide
and Prowl are racing toward the plant. No Bumblebee Sign.

THUNDERCRACKER
The Autobots are coming here. But
there is one less...

SKYWARP
I've already detected them myself.

Without thinking twice, Skywarp BANKS toward his enemies.

THUNDERCRACKER
Skywarp, wait!
Thundercracker is ignored as his brother leaves for the
attack without hesitation.

EXT. ROCKY RIDGE - DAY

Not far above the power plant, Bumblebee appears in stealth

mode with his SNIPER RIFLE in his hands.

He takes aim.

EXT. HIGHWAY - NOVA POWER PLANT - DAY

The Autobots run down the road while Skywarp comes in the
opposite direction, through the skies.
(Printed with an unregistered version of Fade In)
47.

OPTIMUS
Bumblebee, now!

EXT. ROCKY RIDGE - DAY

After Optimus’ command, Bumblebee fires.

EXT. SKIES ABOVE NOVA POWER PLANT - DAY

The sniper round hits a Skywarp’s WING before he could fire

his missiles at the Autobots.

With no flight stability, Skywarp PLUMMETS while his brother

just behind watches everything.

THUNDERCRACKER
No!

EXT. NOVA POWER PLANT - DAY

Skywarp DIVES spinning wildly...

... SMASHING THROUGH one of the plant CHIMNEYS. Then, he

SLAMS INTO THE GROUND like a meteor, TRANSFORMING into robot
mode. Dust swells up.

Meanwhile -

- the Autobots arrive. They TRANSFORM, drawing their

weapons.

OPTIMUS
Prowl, Ironhide: get in and prevent
that the Decepticons escape with
the power of the plant.

PROWL
Roger.

Prowl and Ironhide rush into the plant quickly. Already

Prime takes cautious steps toward Skywarp’s crash-site,
weapon raised.

BUMBLEBEE (V.O.)
Prime, I'm on my way, hold on!

Optimus keeps forward. The cloud of dust covers Skywarp

making it impossible to see him there.

He waits some signal, but... nothing.

(Printed with an unregistered version of Fade In)
48.

BEAT.

Then -

- A BUNCH OF MISSILES LUNGE through the smoke curtain.

Optimus shoots down as much as he can, but not all.

BOOM! One of the missiles explodes at Optimus's feet,

throwing him backwards. Skywarp emerges from the dust, a bit
damaged but functional.

As Optimus rises again, Skywarp LASHES OUT. The Autobot

DODGES the first few attacks, but then gets hit in the chest
by a KICK, loosing his weapon.
Optimus rolls back to stop in a standing position. Gets up,
staring at Skywarp as if he had accepted a challenge.

Skywarp CHARGES at Optimus. The Decepticon sends a fast

PUNCHES COMBINATION. But Optimus is more experienced in
battles and EVADES those moves.

When he realizes a chance, Optimus RETALIATES. Like a boxer,

Optimus STRIKES Skywarp by making metal shards fly with each
blow.

Furious, Skywarp SWIPES for Optimus, but the Autobot

CROUCHES to dodge and sends an UPPERCUT into Skywarp’s chin
that knocks him off his feet.

Skywarp cannot believe he's fallen on the ground defeated

like that. Optimus walks toward him, when he suddenly
notices...

... Thundercracker PLUNGING from the skies, nose down. In

mid-air, he TRANSFORMS into robot mode letting gravity bring
him down, now with feet forward.

Optimus SHIELDS himself at once JUST AS Thundercracker moves

past over Skywarp, LANDING BOTH FEET squarely on Optimus,
sending him FLYING.

Optimus SINKS his five fingers into the ground to slow his
momentum. He Stands and faces off against both brothers
ahead.

THUNDERCRACKER
You still want me to not mind your
business?

SKYWARP
Shut up.
(Printed with an unregistered version of Fade In)
49.

Skywarp climbs to his feet, alongside Thundercracker.

Optimus transforms his right hand into a huge AX. Skywarp
pulls a SWORD from his back and Thundercracker ejects a
BLADE from his gauntlet.

Finally, the three robots charge straight toward each other.

Each one handling their blades.

Seconds before we see the three of them collide, we -

CUT TO:

INT. CORE ROOM - NOVA POWER PLANT - DAY

The energy of the establishment was almost sucked by the
box. The Constructicons wait while they hear a commotion
outside.

SUDDENLY -

- Bonecrusher gets hit in the back by an ENERGY BLAST,

causing the others to enter on alert, taking out their
cannons.

They turn around to find Prowl and Ironhide inside there,

weapons up.

SCRAPPER
Kill them!

The three Decepticons OPEN FIRE upon the Autobots duo. Prowl
and Ironhide take cover, starting an exchange of gunshots.

Scrapper, Hook and Bonecrusher surround the box to protect

it as they fire, roaring.
ON PROWL AND IRONHIDE -

Covering behind thick walls and pilasters.

IRONHIDE
You distract them while I try to
blow up that box.

PROWL
If you do you’ll kill us all. With
the amount of energy that thing
accumulated, the explosion could
swallow the entire plant.

IRONHIDE
So what do you have in mind,
genius?
(Printed with an unregistered version of Fade In)
50.

PROWL
We'll have to unplug the box from
the core first and then take it
away.

IRONHIDE
Okay then.

The Autobots return fire.

EXT. NOVA POWER PLANT - DAY

THE FIGHT IS ON: Skywarp and Thundercracker team-up against

Optimus. Their blades CLANGING one in the other. Sparks
flying everywhere.

They swap blows as they move through the area, destroying

everything along their path.

The attacks they miss SLASH through fences, pipes, tubing,

banisters, all around them as if they were paper.

WHAM! The Autobots leader WHACKS Skywarp ASIDE but he can’t

be quick enough to block a kick in his chest from
Thundercracker.

Optimus hits the ground. As he tries to get up,

Thundercracker punches his face to keep him down.

While Optimus rests on fours, Thundercracker lifts his blade

above his head, as an executioner about to behead his
victim.

BUT -
- THE ROARING APPROACH of an incoming car draws the
Decepticon’s eyes forward.

REVEAL a familiar YELLOW VOLKSWAGEN BEETLE coming up at high

speed. It RAMPS through a rubble toward the enemy.

In mid-air, Bumblebee TRANSFORMS into robot mode landing a

FLYING KICK into Thundercracker’s face so hard, he flies
across the field and CRASHES through a wall.

BUMBLEBEE
Leader Optimus, are you okay?

OPTIMUS
(rising)
Yes. Thank you, my friend.
(Printed with an unregistered version of Fade In)
51.

BUMBLEBEE
What a day, huh?

INT. CORE ROOM - NOVA POWER PLANT - DAY

The shooting continues. While the Constructicons continue

ringing the Energon box...

... Prowl and Ironhide have split in two different

directions, flanking the enemy using the infrastructure as
cover.

The energy blasts are wrecking the place with every shot.
The three Constructicons vary their target: some shoot an
Autobot and then reverse the order repeatedly.

ON IRONHIDE -

As he DUCKS the enemy fire narrowly. An idea comes to his

mind. Ironhide PLUCKS OUT an IRON BAR at his reach and HURLS
it like a spear toward the Decepticons.

ON THE CONSTRUCTIONS -

As Ironhide’s iron “spear” plunges deep into Bonecrusher’s

CANNON BARREL and - BOOM! It IMPLODES damaging Bonecrusher’s
arm.

The explosion temporarily stuns the other two Constructions.

Bonecrusher CRIES OUT, painfully.

HOOK
What the hell...?!

Suddenly - Hook TAKES A PUNCH from Prowl, who came close

without the others noticing. The path is clear to the box.

Prowl runs to disconnect that device, but as soon as his

fingers touch the power cable, Scrapper WRAPS his arms
around Prowl's hips...

... and LUGS him away from the box, SLAMMING him into the
ground like a wrestler.

Scrapper tries to trample Prowl while he lies, but the

Autobot LEG SWEEPS the Decepticon to the ground.

Prowl jumps to his feet, heading to the box again. With both
hands, he tries to pull the drain cable out of the plant
core. But Scrapper realizes this in time.

SCRAPPER
You will not!
(Printed with an unregistered version of Fade In)
52.

Scrapper grabs Prowl from behind and SWINGS him away before
he could pull the cable. The Autobot SMASHES THROUGH the
wall, out of the building.

ON IRONHIDE as he sees his friend being defeated.

IRONHIDE
Prowl!

Hook fires at Ironhide, making him take cover again.

EXT. NOVA POWER PLANT - DAY

The agile Bumblebee deflects and parries from

Thundercracker's blade. Not too far from them...

... Optimus and Skywarp are fighting sword versus ax. Prime
COUNTERS. Then Skywarp. Back and forth it goes.

INT. CORE ROOM - NOVA POWER PLANT - DAY

Hook keep Ironhide busy with multiple consecutive shots.

Scrapper and Bonecrusher wait next to the box until
finally...

... the drainage is over. The plant goes out.

SCRAPPER
It’s our time, let’s go!

As Scrapper collects the box, the three Constructicons flee

where they entered. Ironhide thinks about chasing them, but
he sees the fallen Prowl beyond the wall and paces towards
him.

EXT. NOVA POWER PLANT - DAY

The three Constructicons leave the plant and spot

Thundercracker and Skywarp engaged in a combat against
Bumblebee and Optimus in the distance.

HOOK
Should we help them?

SCRAPPER
No. They can handle themselves.

As they turn around to leave...

... A SKYWATCH TRANSPORT AIRCRAFT hovers right overhead. The

Constructicons stare at that, confused.
(Printed with an unregistered version of Fade In)
53.

BONECRUSHER
Is that one of ours?

The back door of that aircraft lowers opening a way for the
nine Crash-suits JUMP off it.

They LAND hard, cracking the ground. Within one of the

Crash-suits we see Spike, piloting it and leading the team.

SPIKE
Remember: there is a minimum
distance to shoot the T-cog
suppressors, so be careful.

HOOK
(mocking)
What is that? Some kind of
earthlings joke?

The right arm of all Crash-suits TRANSFORM - like a

Transformer - into 40mm GUNS.

The Constructions’ eyes widen, STARTLED.

SPIKE
Fire!

Every Crash-suit blasts its gun at the Decepticons. The

three Constructicons have no way out but to retreat.

SCRAPPER
Protect the box!

Bonecrusher and Hook shield Scrapper, taking the most

damage.
CUT TO -

Bumblebee, as takes distance from Thundercracker. That's

when he notices that the Constructicons are struggling with
exoskeletons piloted by people.

BUMBLEBEE
What?

BAM! That little distraction causes him to take a surprise

blow from Thundercracker that knocks him down.

Thundercracker steps on Bee's chest, preparing to impale him

with his blade.

BUMBLEBEE (CONT'D)
Wait! There is something else going
on here!
(Printed with an unregistered version of Fade In)
54.

THUNDERCRACKER
Yeah, I'm gonna rip your spark off.

But SUDDENLY -

- BOOM! A shot blows Thundercracker off Bumblebee. As soon

as BB gets on his feet, a cable TIES around his wrist.

He looks where the cable came from and comes across a Crash-
suit at the end.

CRASH-SUIT PILOT
You're not going anywhere.

CLOSE ON THUNDERCRACKER, as he recomposes after that shot.

He turns around and finds another Crash-suit pointing its
cannon at him.

ON OPTIMUS AND SKYWARP -

Their fight is interrupted when a Crash-suit shoots a cable

that ties Skywarp's feet, knocking him off his feet.

Before Optimus could do anything, another cable LOOPS his

right arm thanks to another Crash-suit.

ON SPIKE -

With five other Crash-suits, they fight the Constructicons

on equal terms. And they are winning.

SPIKE
Kelly, behind you!

The female Crash-suit pilot gets the warning and whirls

striking a RIGHT HOOK into Scrapper’s jaw, who planned a
surprise attack.

An impatient Bonecrusher grabs a Crash-suit with one hand,

raises it high and BASHES the exoskeleton against the
ground, CRUMPLING the armor badly and killing the pilot.

Scrapper grasps the arm of another Crash-suit and TEARS it

off completely, leaving the armor disabled.

SCRAPPER
We have to leave, now!

ON BUMBLEBEE -

Still with the cable attached to his wrist. He wants to get

rid of it but does not want to hurt the human.
(Printed with an unregistered version of Fade In)
55.

BUMBLEBEE
Please let me go. I do not want to
hurt you.

CRASH-SUIT PILOT
You and your friends are putting
the whole Earth in danger. And
we're going to stop you.

BUMBLEBEE
Damn it.

Bumblebee RIPPLES the cable hard, LURCHING the Crash-Suit to

the ground.
ON THUNDERCRACKER -

Swapping punches with a Crash-suit. But the armor is not as

fast as a Transformer.

In this way, the winged Decepticon IMPALES the Crash-suit

through the chest with his blade, killing the pilot in the
process.

BUMBLEBEE (O.S.)
No!

BANG! Thundercracker gets hit by Bumblebee’s energy cannon

blasts. He knows he only has one option now: to run away.
And so he does.

ON OPTIMUS AND SKYWARP -

The Crash-suit tries to keep the leader of the Autobots

there, but Optimus knows he has to do something.
OPTIMUS
I’m sorry for this.

Prime grips the cable and YANKS the exoskeleton aside. He

looks at his side and sees Skywarp about to kill another
pilot.

ANGLE ON: Skywarp raising his sword above his head, ready to
stab the Crash-suit.

Then he DRIVES IT DOWN.

But Optimus CATCHES Skywarp’s sword with his bare hands

inches from the Crash-suit.
(Printed with an unregistered version of Fade In)
56.

OPTIMUS (CONT'D)
Do not think I'm going to let you
Decepticons take more innocent
lives.

Optimus pushes the sword and SWATS Skywarp to his left side.

ON SPIKE -

The floor around is filled with torn pieces and parts of

Crash-suits. The fight against the Constructicons is fierce.

Spike crouches beside one of his fallen comrades, who is

trapped inside the deformed armor.
SPIKE
Hold on, hold on.

Using the strength of his armor, Spike RIPS open the broken
armor managing to get off the injured pilot from inside.

Spike turns to the battle and sees that the Constructicons

are running away in their vehicle mode, less Hook that still
resists.

A thigh panel pops open on Spike’s Crash-suit, revealing a

robust HANDGUN - apparently it does not fire ordinary
bullets.

ON HOOK -

Distracted while struggling with the remaining Crash-suits -

some of them wielding the same handgun we saw earlier, but
without the chance to use it.

HOOK
I’m gonna kill all of you!

Without him noticing, Spike approaches behind to get a good

distance from Hook. He points his handgun up and...

... FIRES THE T-COG SUPPRESSOR that sticks into Hook’s back,
getting stuck there.

HOOK (CONT'D)
(realizing)
What did you do?!

SPIKE
(into earpiece)
Now!

Right after Spike's voice command, the T-go suppressor is

triggered remotely, causing Hook to SQUIRM in pain.
(Printed with an unregistered version of Fade In)
57.

HOOK
What... is this... shit?

Gradually, Hook is TRANSFORMING into his vehicle mode! But

not by his choice, but by the effect of the suppressor. It's
a painful process for the Transformer.

In a matter of seconds, Hook is again a crane truck, but

unable to transform back.

ON SKYWARP -

Fallen on the ground on the brink of defeat. Thundercracker

helps his brother to stand again.
THUNDERCRACKER
Scrapper has the box, it's time to
go, too.

SKYWARP
No! I never run away from a fight!

THUNDERCRACKER
There is a first time for
everything.

In robot mode, Thundercracker TAKES OFF taking Skywarp with

him against his will. Optimus tries to reach them, but it's
too late.

That's when he sees Ironhide and Prowl emerging from behind

the plant.

OPTIMUS
Autobots, retreat!
ON BUMBLEBEE, gazing at the dead pilot which Thundercracker
impaled, indignantly.

Determined, Bumblebee grabs his sniper rifle and takes aim,

planning to shoot down Thundercracker.

OPTIMUS (CONT'D)
(realizing Bumblebee)
Bumblebee, I said to retreat!

BUMBLEBEE
I can do it, sir.

OPTIMUS
That’s an order, retreat!
(Printed with an unregistered version of Fade In)
58.

Bumblebee ignores Optimus, he only has eyes for the skies.

So he doesn’t notice the Crash-suit he knocked down before
coming from behind.

ON THE CRASH-SUIT -

With the T-cog suppressor gun drawn, approaching Bumblebee.

CRASH-SUIT PILOT
Sir, this is agent Collins. I'm
about to get another one of them.

Then, he aims.

ON IRONHIDE AND PROWL -

During the escape, Prowl sees that Crash-suit is about to
hit Bumblebee with that weapon.

PROWL
Bee!

Prowl departs from Ironhide heading for his yellow brother.

Ironhide follows him.

ON BUMBLEBEE -

He has Thundercracker in his sights, just as the Crash-suit

has him as well right behind.

SPIKE
(over radio)
Collins, take the shot.

The Skywatch soldier FIRES. When it looks like Bumblebee

will be hit in full...
... Prowl SURGES into frame, pushing Bumblebee out of the
way TAKING THE SHOT instead of him.

BUMBLEBEE
Oh no -- Prowl!

PROWL
Run!

The T-cog suppressor is activated. Like Hook, Prowl also

begins to return to his vehicle mode by force.

PROWL (CONT'D)
Go!
(Printed with an unregistered version of Fade In)
59.

Ironhide drags Bumblebee away by his arm. Optimus sees his

soldier down, he wants to help but the Crash-suits are
swarming him.

Ironhide and Bumblebee TRANSFORM into vehicle, racing off.

Optimus should also go, despite he doesn't like this
decision, he concedes.

Optimus turns around, transforms into the truck and runs off
with Ironhide and Bumblebee.

ON SPIKE as he stares at the Autobots vanishing out of view.

SPIKE
(into earpiece)
Joe, there are three of them on
wheels going west. It's up to you.

JOE (V.O.)
Roger that.

EXT. DESERT PLAIN - DAY

The second Skywatch aircraft is landed there, with its back

door already lowered.

Then -

- A TEAM OF FAV VEHICLES burst out the plane, TEARING across

the desert with Joe in the lead car, on the passenger seat.

EXT. FREEWAY - DAY

Our three Autobots overtake the civilian vehicles on the way

in their vehicle mode, with Optimus at the front, Ironhide
in the middle and BB in last in line.

OPTIMUS
Wheeljack, we need a bridge back to
the Ark.

WHEELJACK (V.O.)
Okay, I'm already plotting your
coordinates. By the way, where's
Prowl? I do not see him with you.

OPTIMUS
The explanations come later, but
now we are in a very crowded area.
As soon as we get to the right
place, I'll give you the signal for
the bridge.
(Printed with an unregistered version of Fade In)
60.

INT. BRIDGE - THE ARK - DAY

Ratchet and Wheeljack are listening:

WHEELJACK
All right Prime, be careful. Over.

RATCHET
Why do I feel that something went
awry?

WHEELJACK
Let's hope you're wrong.

EXT. FREEWAY - DAY

Back at the Autobots, still on the move. Suddenly...

... A HUGE HARPOON shoots into frame and pins into

Bumblebee's rear.

REVEAL a FVA vehicle following his tail, with the hook

attached to the Beetle. And behind this car, the rest of the
team.

Bumblebee's tires SCREECH as the FVA pulls the cable back,

trying to stop the Autobot.

Then, Bumblebee's trunk pops open abruptly, SNAPPING the

cable. Optimus and Ironhide realize.

OPTIMUS
Autobots, stay close to me!

Suddenly, Optimus SWERVES to his right crossing rows of

other cars on the way, causing them to BRAKE abruptly to not
hit that monster on wheels.

Ironhide and Bumblebee do the same, following Optimus

through an adjacent road out of the freeway.

The civilian cars that brake down cluster in the middle of

the freeway, making it difficult to pass for the FAVs.

Joe grabs his RADIO:

JOE
They diverted towards the city,
move! Move!
(Printed with an unregistered version of Fade In)
61.

EXT. CITY STREETS - DAY

The CHASE barrels through the busy traffic.

IRONHIDE
How are we going to use the bridge
here?

OPTIMUS
There must be a place.

AT THAT MOMENT -

- a couple of FVA vehicles scream from a street corner, then

more three from another corner, pursuing the Autobots.
ANGLE ON: Joe inside his car, aiming at the target. He fires
a TRACKER, but...

... Ironhide DIVERTS it in an almost supernatural maneuver,

as if the car had seen - that was indeed it.

JOE
Shit.

OPTIMUS
Bumblebee, Ironhide. Go ahead, I'll
try to lure them away.

Optimus BRAKES hard, letting Bumblebee and Ironhide zoom

past him. Then makes a sharp CURVE into another street.

JOE
(into radio)
I want three units going after the
big red. He's the leader, do not
lose sight of him.

Three FAVs leave the lineup going after Optimus. The rest
still chase Bumblebee and Ironhide.

ON OPTIMUS -

Despite its large size, the red Kenworth can make its escape
through the streets.

The three FAVs follow Optimus' tail close.

One of them fires the harpoon. Optimus dodges it narrowly,

leaving the hook stuck in a BUS that crossed at the
intersection.

At high speed, the bus TOWS hard the FAV making it BANK to
the sidewalk, CRASHING into a store.
(Printed with an unregistered version of Fade In)
62.

Then Optimus both revs and brakes, spinning the rear tires
and creating a smoke screen.

The other two FAV's enter the smoke, driving blindly.

SKYWATCH DRIVER
I can not see it!

There is a glimpse of something in the smoke. It's probably

Optimus, but he's fast approaching over us.

The smoke settles revealing that there is not Optimus in the

front, but a parked TOWN TRUCK.

The Skywatch driver slams the brakes, but it's too late.
BAM! Both FAV vehicles COLLIDE into the truck's back,
rolling over the street, dropping their passengers.

Meanwhile, Optimus turns into another street, disappearing.

ON BUMBLEBEE AND IRONHIDE -

In a hot pursuit by the rest of the FAVs. The semaphore

turns red a few meters ahead, but the Autobots do not slow
down.

And then...

... Bumblebee and Ironhide cross the intersection WEAVING

amazingly through the hive of cars, leaving unharmed.

The FAV has no alternative but to do the same thing. Joe and
another vehicle cross the intersection untouchable for very
little.
But the other two in the group are not so lucky.

The town cars SMASHUP with that two FAVs, transforming the
intersection into a growing MASS of vehicles hitting each
other in sequence.

Joe glances back, realizing the mess that happened there.

JOE
Speed up!

Joe's car follows closely behind the second FAV. They are
catching up the Autobots.

Then, the FAV #2 fires the harpoon. When it looks like it

will hit Ironhide's bumper...
(Printed with an unregistered version of Fade In)
63.

... Optimus ROCKETS from an alley, matching with the harpoon

trajectory. It hooks into the truck instead of Ironhide.

Optimus skids and PIVOTS 180, stretching the cable sorely

and CATAPULTING the FAV #2 into the air, which send the
passengers flying.

The vehicle SLAMS onto the pavement as Optimus bolts after

his comrades. Joe's car swerves the fallen agents on the
street and the FAV #2 wreckage to continue its path.

ON THE AUTOBOTS -

With Bumblebee on the lead. He spots a desolate PARKING LOT

under an overpass.
BUMBLEBEE
Leader Optimus, I found a good
location.

OPTIMUS
I'm already telling Wheeljack.

ON JOE'S VEHICLE -

For a moment he loses sight of his three targets.

JOE
Where are you?

It's when a strange FLASH OF LIGHT catches his attention.

Joe turns to where the light comes and sees the Ground-
Bridge PORTAL in that parking lot.

And the Autobots rushing into it.

EXT. PARKING LOT UNDER OVERPASS - DAY

Joe's FAV pulls up. The bridge portal shines OFF SCREEN. Joe
gets out the car, staring at that thing not knowing what to
do.

STAYING ON Joe as the portal EXTINGUISHES before him in a

blink of an eye, leaving nothing behind.

Off his stare, trying to organize his mind about all that -

CUT TO:
(Printed with an unregistered version of Fade In)
64.

EXT. SKY - DAY

As the Nemesis sails across the skies, Skywarp and

Thundercracker head toward it in their jet mode.

INT. CORRIDOR - NEMESIS - DAY

Thundercracker walks down the corridor until he hears:

SKYWARP (O.S.)
Thundercracker!

As he turns around to his brother, Skywarp grabs him by the

collar and slams Thundercracker on the wall.
SKYWARP
What were you thinking when you did
that down there? Do you want to
humiliate me in front of my
enemies?

THUNDERCRACKER
Would not dying in front of them be
more humiliating?

SKYWARP
Dying in battle is the greatest
honor for a warrior like me and you
took it from me.

Thundercracker gets out from Skywarp's grip.

THUNDERCRACKER
And you're forgetting that our
purpose here is greater than your
pride.

SKYWARP
You must feel special, but in the
end it's still a war and you're
just a soldier.

BEAT as they stare at each other in silence.

Then Thundercracker starts to walk again, while Skywarp

watches him go.

THUNDERCRACKER
Do not worry, brother, there will
still be many battles for you to
feed your glory.
(Printed with an unregistered version of Fade In)
65.

INT. CONTROL ROOM - NEMESIS - DAY

A lonely Shockwave works at a control console in that dimly

lit room, very focused.

There are two holographic screens in front of him. One

displays a graphical representation of Earth, and the other
is used by Shockwave for typing.

Complex calculations, data, equations and much more

scrolling on the right screen in the Cybertronian language,
which seems more symbols to us.

As Shockwave works on that screen, the other that shows the

planet becomes a map of North America. He taps a button and
the map ENLARGES.

Shockwave switches between screens working on them,

practically at the same time.

The map ZOOMS in to a specific region in America - Nevada.

And a red dot blinks there.

Off Shockwave's look, finally he found what he wanted...

INT. BRIDGE - NEMESIS - DAY

Starscream rests on the command chair while Brawl and

Runabout man the helm.

Thundercracker steps in, stands behind Starscream.

THUNDERCRACKER
Thundercracker reporting as the
orderly, sir.
STARSCREAM
Go ahead.

THUNDERCRACKER
The objective of the mission was a
success, the Energon box is already
on board. But one of ours was
caught during the escape. Hook.

STARSCREAM
Hm... Autobots?

THUNDERCRACKER
No, sir. Humans.

STARSCREAM
What? How?
(Printed with an unregistered version of Fade In)
66.

THUNDERCRACKER
We were caught unprepared during
the fight against the Autobots.
They were using advanced weapons...
similar to Cybertronian technology.

STARSCREAM
Unbelievable.

THUNDERCRACKER
I'm already planning a rescue plan.
I will gather a team and --

STARSCREAM
(cuts in)
No.

THUNDERCRACKER
I'm sorry?

STARSCREAM
Hook let himself be caught by mere
meat bugs, that means he is not fit
to be part of our organization.

THUNDERCRACKER
But he's still a Decepticon, sir.

STARSCREAM
He was a Decepticon. Now he's just
another toy for humans to enjoy.

That decision does not please Thundercracker at all.

STARSCREAM (CONT'D)
Anything else to tell me?
Before Thundercracker uttered another word, Shockwave enters
the bridge.

STARSCREAM (CONT'D)
Oh my dear Shockwave, how's the
status of your quest?

SHOCKWAVE
I have the exact coordinates.

STARSCREAM
Excellent. I can already feel the
end in the war in my hands. Send
the info to the Constructicons, and
tell them to start the excavation
quickly.
(MORE)
(Printed with an unregistered version of Fade In)
67.

STARSCREAM (CONT'D)
(beat)
And send Vortex with them to make
sure no Autobot stops our mission.

EXT. LAS VEGAS - DUSK

Establishing.

EXT. CAFE - DUSK

A familiar bike is parked there. Verity's.

INT. CAFE - DUSK

Verity eats a snack watching the news on her CELL PHONE.

ON THE PHONE: A FOOTAGE of the aftermath on the Nova Power

Plant, now surrounded by police and firefighters.

REPORTER (V.O.)
Another power plant was attacked
earlier today in the interior of
California. Authorities believe
that this is linked to the other
attacks months ago. There has still
been no pronouncement by any
terrorist group or --

Bored, Verity switches to another news station. She stops in

a man's interview about the plant's attacks - the same man
Optimus saved at the beginning of the movie.

MAN
(on screen; like a madman)
-- I'm telling you, they were huge!
Very huge! And were fighting each
other with their energy weapons. I
don't know if those robots came
from Japan, or from Korea, maybe
space, but what I know is that they
are dangerous.

Verity shuts down the cell phone and finishes eating her
food.

EXT. CAFE - NIGHT

Later, Verity leaves the cafe and mounts on her bike getting
ready to leave. That's when she realizes...
(Printed with an unregistered version of Fade In)
68.

... the same cement mixer, dump truck and front-loader that
almost hit Verity a few days ago, tearing down the street.

But it is not only what attracts her attention. An ASSAULT

HELICOPTER follows those trucks overhead, as if escorting
them.

Intrigued, Verity starts her bike and begins to follow the

convoy discreetly.

EXT. LAS VEGAS STREETS - NIGHT

Riding her bike through the city, Verity looks around and
can not find those trucks. She lost them.
Verity pulls over at the edge of the sidewalk, wondering if
she should stop with this or continue.

But a sound not too far away makes her want to continue. The
intense sound of construction MACHINERY running.

Verity follows the sound down a narrow street.

EXT. FENCE - CONSTRUCTION SITE - MOMENTS LATER

Verity pulls up outside an eerily-lit construction site.

That's where all the machinery noise comes from.

She leans to the fence and sees: those same trucks from
before doing a deep dig in the ground. One uses a huge
drill, another uses its excavator and another its bucket to
collect the sand.

The strangest thing is that there is not anyone around, just

the vehicles doing all the work.

When Verity thinks it can not get any more suspicious...

... the ROAR of rotor blades draws her ears. The assault
helicopter SOARS above, then descending to land. But before
touches the ground, it TRANSFORMS...

... becoming VORTEX, the Decepticon. He hits the ground on

feet, joining the trucks. Verity's eyes widen in SHOCK.

VORTEX
I did a full round. We are sure.

SCRAPPER
Wait...
(Printed with an unregistered version of Fade In)
69.

VORTEX
What?

SCRAPPER
Has anyone else heard this?

Vortex lights up a couple of headlights near his abdomen,

sweeping through the area to find: Verity beyond the fence,
gazing at them.

She STARTLES. It takes a few seconds but Vortex begins to

recognize that person

VORTEX
(realizing)
I know you.

Taken by fear, Verity jumps to her bike frantically pumping

the kick-start of it. As the bike catches, she speeds away
as quickly as possible.

SCRAPPER
She saw us!

VORTEX
I got this.

In a leap, Vortex TRANSFORMS into the chopper and flies

after Verity.

EXT. LAS VEGAS STREETS - DAY

Verity shoots into the busy traffic. Cuts off a big truck.
The driver swears as hits his air horn.
But Verity does not have the time to care about that now.

As if she had been taken by the adrenaline, Verity weaves

through the cars on her way, fast.

The Decepticon helicopter emerges from behind the buildings

like a flying predator, chasing Verity.

VERITY
Shit!

Verity realizes that she'll not be able to lose that

helicopter with only her speed, she needs a hiding place.

Then, Verity slips into another street.

Above, Vortex banks after her.

(Printed with an unregistered version of Fade In)
70.

EXT. OVER LAS VEGAS - NIGHT

Following Vortex as he skims over the buildings, hunting

down the young woman rider.

Vortex ignites his headlights bathing an alley in light as

Verity races through it.

She glances up at the chopper. Then twists the throttle and

guns the little bike forward, leaving the alley to the
street.

EXT. FLOOD CONTROL CHANNEL - NIGHT

Verity slides her bike down the service ramp faster than
she's ever done before. She races along the bottom of the
canal, turning into a narrower tributary which has vertical
sides.

She stops and turns back. No sign of the chopper, but Verity
can hear its PROPELLERS whirling, and coming for her.

Verity surveys her surroundings quickly to consider her

options. There is a long open road ahead where she will be
exposed, and meters behind...

... a street-bridge where she can hide.

Decided, Verity spins the bike and accelerates to under the

bridge. Arriving there, she waits.

A moment later, the chopper hangs high above her, scanning

around with its headlights.

Verity remains static under the bridge, seeing the

helicopter's light sweeping the canal.

The tension increases. Heart pounding. She grips the

throttle, ready to run away at any moment.

But Vortex flies off after not finding anyone there. Verity
gets out of the bike and checks if he really left, and
fortunately finds out that he did.

Verity can finally relax, resting her hands on her knees

while catching her breath.

Off that...

EXT. OUTER SPACE - DAY

In the distance, Earth.

(Printed with an unregistered version of Fade In)
71.

Then a flicking burst of light shows up, a rip in the void.

And out of the fissure...

... The Harbinger appears.

It hangs there.

INT. BRIDGE - HARBINGER - OUTER SPACE

Soundwave stands on the upper platform, gazing out the

bridge panel, at Earth. The Insurgent Decepticons are at
their posts, manning the flight decks.

INSURGENT DECEPTICON #1
So is that one?

INSURGENT DECEPTICON #2
It's a big planet, we can take days
to find Lord Megatron.

The Insurgent #1 turns to Soundwave.

INSURGENT DECEPTICON #1
What are we going to do now?

Silent, Soundwave analyzes and studies his new environment

out there with his expressionless face.

SOUNDWAVE'S POV: He's doing a quick READOUT of Earth until

he detects a communications SATELLITE drifting in space.

The other Decepticons exchange looks, confused.

Then -
SOUNDWAVE
Lazerbeak, eject.

From Soundwave's chest, a hawk-like DRONE DISENGAGES and

hovers in mid-air. This is LAZERBEAK.

SOUNDWAVE (CONT'D)
Operation: hack and locate.

And then Lazerbeak flies off there toward its goal.

EXT. OUTER SPACE - DAY

Lazerbeak powers away from Harbinger, heading toward the

satellite.
(Printed with an unregistered version of Fade In)
72.

Once there, the drone connects to the satellite system and

uses it to invade the planet's network.

PUSHING ON LAZERBEAK as it hacks, DIVING into -

A RAPID-FIRE DATA STREAM.

Thousands and thousands of data flashing in the fraction of

a second, as seen through Lazerbeak's eyes.

Here we have glimpses of various documents and government

archives, secret military projects, weaponry, vehicles, etc;
until we invade a Skywatch's SURVEILLANCE CAMERA in the same
hangar where Megatron's body resides.
BACK ON LAZERBEAK -

As it found what it wanted.

INT. BRIDGE - HARBINGER - MOMENTS LATER

Lazerbeak is back. As soon as it engages Soundwave's chest

again...

... he downloads all those data that Lazerbeak hacked from

the satellite. He remains motionless in the meantime as the
files scroll fast on his face-display.

The Decepticons wait.

Then, Soundwave finally stops.

SOUNDWAVE
I know where Megatron is.

EXT. OUTER SPACE - DAY

The Harbinger glides toward Earth.

EXT. THE ARK - FLYING - DAY

Establishing.

RATCHET
(pre-lap)
Wait -- Prowl was what?
(Printed with an unregistered version of Fade In)
73.

INT. BRIDGE - THE ARK - DAY

All five Autobots assembled, less Prowl obviously. Bumblebee

sits on one of the consoles, staring into the void, lost in
thought.

RATCHET
How did this happen?

OPTIMUS
Humans intervened in our conflict
with the Decepticons. They caught
us distracted.

IRONHIDE
Not only that. They also used a
technology that we have never seen
them use before. That smells like
Cybertronian technology. Our
technology.

WHEELJACK
They probably made good use of
Megatron's body since he died.

IRONHIDE
I warned that we should have acted
and taken Megatron from them when
we had the chance.

OPTIMUS
Now is not the time to mourn the
past. We have one of us being a
prisoner out there, and I can not
abandon him. We are already few...
we can not lose anyone else.
(beat)
Wheeljack, track Prowl and prepare
the bridge.

As Optimus turns to leave:

BUMBLEBEE
No. I will.

All eyes on Bee now as he stands.

BUMBLEBEE (CONT'D)
It's because of me that Prowl was
captured. Now I want to fix this.

OPTIMUS
Bumblebee, know that you do not
have to prove anything to anyone.
(Printed with an unregistered version of Fade In)
74.

BUMBLEBEE
Yeah, I know. But I would never
forgive myself if I just stood here
and did nothing. I need to redeem
myself and Prowl.
(beat)
Please.

A beat as Optimus thinks about it, considering.

Then, he makes a decision.

OPTIMUS
All right, you're allowed to rescue
Prowl.
BUMBLEBEE
Thank you.

IRONHIDE
I'll go with him.

BUMBLEBEE
Ironhide, I --

IRONHIDE
(cutting in)
Do not try to argue, someone needs
to watch your back outside there,
and I'm good at it.

The pair look at Optimus, waiting for his approval.

OPTIMUS
You two will bring Prowl back
safely. But do not under any
circumstances hurt humans to
fulfill your purpose, no matter
what they have done. Was I clear?

BUMBLEBEE/IRONHIDE
Yes sir.

Ratchet projects a holographic display from his wrist that

shows a graph with information in Cybertronian language.

RATCHET
Prowl's vitals are a little down
since the last time I saw him, but
he's still good. It remains to be
seen how long it will keep like
that.
(Printed with an unregistered version of Fade In)
75.

OPTIMUS
Wheeljack, trace the coordinates
and prepare the bridge.

Wheeljack types on his console. Optimus turns his head to

Bumblebee and Ironhide and nods them to go. The rescue pair
run off.

WHEELJACK
I'll drop them a few miles from the
marked location so they will not be
identified as easy.

EXT. NEVADA DESERT - DAY

Vast, unending. Mountains rise up from the high desert
floor. Wind blows.

Suddenly, the Ground-Bridge portal materializes up. As

Bumblebee and Ironhide step out, the portal disappears.

BUMBLEBEE
Let's do it.

Both of them TRANSFORM into vehicle mode and speed away.

INT. BRIDGE - THE ARK - DAY

Ratchet turns to Optimus.

RATCHET
Are you sure about this? I mean...
humans are using our technology
against us now.
OPTIMUS
They can do it. I trust them.

AT THAT MOMENT -

- an ALERT MESSAGE goes off. The Autobots get on alert;

Wheeljack checks what is that.

WHEELJACK
Leader Optimus, there is an
unidentified starship approaching
the Ark.

OPTIMUS
Ratchet, prepare our cannons. Just
fire on my signal.
(Printed with an unregistered version of Fade In)
76.

Ratchet rushes up to another console panel. And Optimus,

stands before his command console. Taps a button:

OPTIMUS (CONT'D)
Here is is Optimus Prime from the
Autobots Ark, identify yourself or
we will shoot you down.

A beat.

For now no answer.

When Optimus prepares to give the order to Ratchet,

Wheeljack intervenes:
WHEELJACK
Wait! I'm receiving an Autobot
identification beacon from that
ship.

The bridge falls in silence. Optimus, Wheeljack and Ratchet

share incredulous looks.

RATCHET
Is that possible?

OPTIMUS
There's only one way to be sure.

CUT TO:

INT. DOCKING BAY - THE ARK - DAY

Moments later, a small Cybertronian TRANSPORT STARSHIP

settles down in the hangar.
Our three Autobots wait on the platform, attentive of
anything that might come from there.

Ratchet notices something in the ship's hull: a painted

AUTOBOTS SYMBOL, already old and worn by time.

RATCHET
Do not be fooled, the Decepticons
may be ambushing us.

The side hatch opens with a hiss. Optimus and the others
prepare themselves for possible enemies coming from within.

But...

... those who leave the starship are Sideswipe and

Smokescreen.
(Printed with an unregistered version of Fade In)
77.

SIDESWIPE
So this is where you decided to go
on holiday lately.

RATCHET
Thanks to Allspark.

The moment of tension disappears. Optimus, Ratchet and

Wheeljack welcome the newcomers.

Sideswipe greets his old friends.

When Smokescreen and Optimus shake hands, the young Autobot

cannot believe that.
OPTIMUS
What's your name, soldier?

SMOKESCREEN
Smokescreen, sir. Ready for duty. I
wanted to say that it's a great
achievement for me to meet you in
person. I heard all the stories.

OPTIMUS
It's a pleasure to meet you too and
have you on the team, Smokescreen.

Those words were enough to fill Smokescreen with pride.

"Optimus Prime liked me? Awesome!"

SIDESWIPE
It's good to know that you're okay.
Where are the others?

WHEELJACK
Bumblebee and Ironhide left on a
mission not long ago. Long story.

OPTIMUS
Tell me, old friend, what's the
status of Cybertron now?

Sideswipe's face gets serious.

SIDESWIPE
There is something we need to say
to you. It's about the Decepticons
and this planet.

EXT. SKYWATCH HQ - DAY

Establishing.
(Printed with an unregistered version of Fade In)
78.

INT. SKYWATCH HQ - DAY

Spike finds himself updating intel for his father in front

of the main display panel.

SPIKE
-- so far we have taken two of each
faction, and thanks to the T-cog
suppressors they can not get away
from here on wheels without us
allowing.

COL. SPARKPLUG
(on screen)
What about the others who fled?
SPIKE
Joe pursued those who call
themselves Autobots, but as the
report goes, they vanished into a
sort of dimensional portal.

COL. SPARKPLUG
(on screen)
These creatures are getting more
and more inventive. Anyway, the
high command will like that we have
now two of them caged.

SPIKE
Certainly, sir.

COL. SPARKPLUG
(on screen)
Nice job, son.
Grinning, Spike nods as the screen switches off.

EXT. HOLDING CELLS - SKYWATCH HQ - DAY

A huge hangar monitored by armed Humvees with .50.

Spike comes up, SIGNALS to open the gate. One of the

soldiers goes to the control panel and pulls a lever down.

The heavy gate splits open, creaking.

INT. HOLDING CELLS - SKYWATCH HQ - DAY

Spike walks in alone. He stops in the center of the hangar

staring at...
(Printed with an unregistered version of Fade In)
79.

... PROWL and HOOK CAPTIVE in cells large enough to fit a

Transformer, with titanium-reinforced bars.

Once seeing Spike, Hook erupts in hatred. Prowl, however,

remains quietly seated on the floor, offering no resistance.

HOOK
You insignificant piece of meat! Do
you think you can hold me in here
forever as your pet?

Hook grabs the bars firmly.

HOOK (CONT'D)
When I get out of here you'll be
the first to die, and I promise it
will be as painful as possible.

Spike is not at all intimidated by those threats.

SPIKE
(into radio)
Cell 02, please.

A second later, the bars of Hook's cell release an ELECTRIC

DISCHARGE strong enough to throw the Decepticon to the
ground.

SPIKE (CONT'D)
It was only a small sample of why
you're still here. In addition to
the reinforced bars, if any of you
try anything, we can fry all your
circuits in the blink of an eye.

Grumbling, Hook keeps distance of the bars.

Spike turns to Prowl.

PROWL
If you think I'm going to say
something about my friends, you're
terribly wrong.

SPIKE
I know, but the Skywatch can find a
way to make you talk, do not worry.

PROWL
How did you do it? How did you
manage to control our ability to
transform?
(Printed with an unregistered version of Fade In)
80.

SPIKE
Thanks to the corpse of your rival,
we learn a lot from him. The one
you called "Shockwave" was too
damaged to get anything out.
Already the new guy, opened up more
possibilities.

PROWL
Contrary to what you and your kind
think, we are not like your
machines that can be discarded in a
junkyard, we are living organisms.

SPIKE
No, you are killing machines. You
can destroy a city before the sun
goes down. I saw it with my own
eyes.

PROWL
You're confusing the sides.

SPIKE
I do not care if you're the good
guys or the bad guys. If you had an
atomic bomb hanging around in your
planet, I bet you would not be
cool.

PROWL
I've met many guys like you on my
home planet. Soldiers who could not
see beyond their duty, who wanted
to keep the protocol above all
else. And in the end, they got shot
in the back.

SPIKE
Do you think this moral lesson will
make me let you go?

PROWL
No... I just hope that you humans
be more than the meets the eye.

A beat.

Off Spike's look...

... an ALARM goes off. Sounding throughout the base.

Spike turns around on alert.

(Printed with an unregistered version of Fade In)
81.

HOOK
(sarcastically)
It seems that you have visits.

THEN -

- AN EXPLOSION outside.

JOE
(over radio)
Spike! Spike!

Spike starts running toward the exit.

JOE (CONT'D)
(over radio)
They are here! They came to get the
prisoner back!

EXT. HOLDING CELLS - SKYWATCH HQ - DAY

Spike gets out the hangar coming across in the distance...

... IRONHIDE AND BUMBLEBEE WRECKING everything all over the

base. They attack with their energy weapons, destroying
mainly the vehicles.

Spike grabs his radio and barks:

SPIKE
I want the Crash-suits in action
right away! And bring the tanks!

Then he rushes off.

EXT. SKYWATCH HQ - DAY

Bumblebee and Ironhide blow up any armed vehicle that could

be a problem for them, but without hitting a human.

Skywatch soldiers run for their lives as ants.

Ironhide opens a rip with his hands in one of the hangars

there but does not find Prowl.

IRONHIDE
Not here!

BUMBLEBEE
I have an idea.
(MORE)
(Printed with an unregistered version of Fade In)
82.

BUMBLEBEE (CONT'D)
(into comm)
Wheeljack, I need the exact
location of Prowl.

WHEELJACK (V.O.)
Hold on!

Ironhide rips open another hangar but Prowl is not in there

either. Joe and a bunch of soldiers fire their usual rifles
at Bee, but in vain.

Bumblebee sends a hail of gunfire that jerks the Joe and the
others to the ground.

WHEELJACK (V.O.) (CONT'D)

Bee, Prowl is being held somewhere
thirty-two feet from your position.

BUMBLEBEE
Understood. Ironhide, come on!

Bumblebee runs hard, Ironhide follows him.

JOE
(into radio)
Spike, they're heading to the
holding cells!

As they approach the holding cells hangar...

... the Humvees around the place BLAST their .50 at the
Autobots. They shield themselves as the bullets BATTER their
body.

Ironhide SLAMS his cannon's muzzle into the ground,

emanating a WAVE OF ENERGY that ripples through the Humvees,
scooping them up and FLIPPING every car ASIDE.

IRONHIDE
Go!

The Autobots proceed to the hangar.

INT. HOLDING CELLS - SKYWATCH HQ - DAY

Still in their cells, Prowl and Hook just hear the chaos
going on outside.

Then -

- KA-BLAM! Bumblebee and Ironhide BURST through the hangar

gate, finally finding their friend.
(Printed with an unregistered version of Fade In)
83.

PROWL
What do you guys think they're
doing?

IRONHIDE
Rescuing you, what else?

Bumblebee takes aim and BLOWS APART Prowl's cell bars.

Ironhide reaches for him, but before they leave Prowl warns:

PROWL
You gotta get this thing off me
first.

He indicates something on his own back - the T-cog

suppressor jammed into his body.

IRONHIDE
Okay.

With both hands, Ironhide begins to pull the suppressor out,

but it is well stuck there. Meanwhile, Bumblebee watches
over the exit.

BUMBLEBEE
Be quick.

HOOK
HEY! Free me too, we're all
Cybertronians after all, are not
we?

Ironhide GRUNTS as he EXTRACTS the T-cog suppressor from

Prowl's back, making him moan with the pain.

PROWL
Finally.

Ironhide drops the device on the ground. Prowl CRUSHES it

with his huge foot.

IRONHIDE
Let's go!

HOOK
Hey! Hey! What about me?

BUMBLEBEE
Wait for your own friends.

And they leave.

(Printed with an unregistered version of Fade In)
84.

EXT. SKYWATCH HQ - DAY

The three Autobots run toward the base's boundaries as the

bullets BOUNCE OFF their bodies from all directions.

IRONHIDE
Keep moving!

Ironhide shoots almost randomly, just to scare the human

shooters.

In the midst of the commotion, they do not notice a couple

of TANKS rolling from around a hangar, they form an unified
line and aim at them.
But Ironhide realizes that and decides take an attitude.

He stops his escape while the other two continue. Ironhide

prepares to shoot the tanks, but they shoot first.

One round BLOWS a part of Ironhide's belly, causing him to

fall on one knee. Only now Bumblebee and Prowl note.

BUMBLEBEE
Ironhide!!

Bumblebee and Prowl rush back to reach Ironhide. Energon

leaks from the shot hole, dripping onto the floor.

Weak, Ironhide raises his cannon with a little difficulty

and shaking hand. But the tanks fire again.

The first projectile hits the ground, but the second BLASTS
THROUGH IRONHIDE'S CHEST! Leaving a hollow in his thorax.

Pieces of metal scatter across the floor, all from inside

the Autobot.

Ironhide drops flat on the ground, motionless. Eyes off.

Bumblebee and Prowl surround him, still stunned.

BUMBLEBEE (CONT'D)
Take him off here!

Without question, Prowl grabs Ironhide's body in his arms

and runs out of the base. Bumblebee faces the tanks with
fire in the eyes.

Bee goes BERSERK and SPRINTS hard toward the tanks as they
take aim. When Bee's close enough he JUMPS. The tanks fire
but MISS him.

Bumblebee lands onto the nearest tank and RIPS its TURRET
assembly off.
(Printed with an unregistered version of Fade In)
85.

He then WIELDS the turret like a giant wrecking ball

smashing the second tank, rendering them useless.

Only WRECKAGE remains.

Bumblebee hears something incoming - it's the Crash-suits

team led by Spike.

Now it's time to get away. Bumblebee TRANSFORMS into vehicle

mode and accelerates from there.

INT. CORRIDOR - THE ARK - DAY

As Ratchet walks along the corridor, Bumblebee suddenly

sounds on his comm:

BUMBLEBEE (V.O.)
(desperate)
Ratchet! Ratchet!

RATCHET
Slow down -- what's it?

BUMBLEBEE (V.O.)
We need medical care urgently!

Bumblebee barely finishes speaking and Ratchet turns around,

running in the opposite direction he was headed.

EXT. NEVADA DESERT - DAY

Far from the Skywatch HQ, Prowl and Bumblebee stop a moment
and place Ironhide on the ground, who still does not give a
sign of life.
PROWL
Come on... wake up, buddy.

Nothing. Ironhide lies still.

That's when the Ground-Bridge portal materializes near them.

Ratchet emerges toting a MED-KIT, but he FREEZES as he sees
Ironhide in that state.

RATCHET
Step aside!

Prowl and Bumblebee make room for Ratchet to crouch beside

Ironhide.
(Printed with an unregistered version of Fade In)
86.

Sound disappears as we watch in SLOW MOTION Ratchet opening

the med-kit and checking Ironhide's vitals. Ratchet's eyes
widen sadly, he gives a hopeless look to Prowl and Bee.

Both of them get the message. Bumblebee collapses on his

knees, devastated. Prowl closes his eyes, dreary. And
Ratchet, hangs his head sorrowfully.

EXT. SKYWATCH HQ - NIGHT

The soldiers now clean up the mess left by the Autobots.

They collect wreckage, help wounded men, etc.

INT. SKYWATCH HQ - NIGHT

Spike and Joe report everything to Col. Sparkplug on the

screen.

COL. SPARKPLUG
(on screen)
How the hell did they find out
where the prisoner was?

SPIKE
I do not know, sir. They are
machines, maybe they have some kind
of internal tracker. We should have
anticipated this.

COL. SPARKPLUG
(on screen)
Yeah, you should. What is the level
of damage?
JOE
We lost many of our assault
vehicles, it seems they were their
primary target.

SPIKE
But we did not have any dead.
Apparently, they just came to the
rescue.

COL. SPARKPLUG
(on screen)
What about the second robot? Do we
still have it?
(Printed with an unregistered version of Fade In)
87.

SPIKE
Yes sir. The rescued robot belonged
to another faction different from
the second one.

COL. SPARKPLUG
(on screen)
I want you to get ready to
departure. We will relocate the
entire team to the unit in Salt
Lake City until further notice.

SPIKE
Understood.
STATIC starts interrupting the line.

SPIKE (CONT'D)
Colonel?

JOE
(to a technician)
What's happening?

The technician just shrugs. The screen cuts to SNOW.

JOE (CONT'D)
I want to know what's going on here
and now.

As the technicians start to work, sound of TURBINES ROARING

reverberates throughout the hangar.

Everyone in there stops what they were doing at the hearing.

And no one knows what it's all about.
The sound grows shuddering all the hangar. Spike runs to the
service lift.

EXT. SKYWATCH HQ - NIGHT

A moment later, Spike, Joe and some soldiers leave the

hangar where everyone there stares at the sky.

ABOVE THEIR HEADS - THE HARBINGER soars over the base,

hovering in the center.

SPIKE
(shouts)
Everybody run!
(Printed with an unregistered version of Fade In)
88.

The vessel's rear door opens. Soundwave and two more

insurgent Decepticons JUMP off, landing among the Skywatch
soldiers.

SPIKE (CONT'D)
Fall back! Fall back!

Most of the tiny humans start running away. But some

frightened men fire their rifles at enemies, in vain.

The Decepticons send pulse blasts that vaporize everything

in their path as they march toward the main hangar.

INT. SCIENCE DIVISION - SKYWATCH HQ - NIGHT

Dr. Weston and his scientists startle by the riot of
gunshots outside.

DOCTOR WESTON
Everyone stay calm, let's get out
of here and see what's going on.

BUT -

- BOOM! Soundwave and the insurgents CRASH through the wall

on the level below. Scientists get PANICKED.

While all scoot from there, Dr. Weston is the only one who
is still looking at those mechanical figures, transfixed by
terror.

Soundwave stands before Megatron's dead body.

SOUNDWAVE
Get him out of there.

INT. HOLDING CELLS - SKYWATCH HQ - NIGHT

Hook listens to the confusion out there curious, but still

afraid to touch those bars.

Then, another two insurgent Decepticons SMASH OPEN the

hangar gate. Hook stares, confused.

INSURGENT DECEPTICON
Today is your lucky day.
(Printed with an unregistered version of Fade In)
89.

EXT. SKYWATCH HQ - NIGHT

From the main hangar, Soundwave leave with their insurgents,

both carrying Megatron. And on the other side, Hook and more
Decepticons are approaching.

Harbinger has already lowered its altitude enough to allow

the Decepticons to enter, this time with two new passengers.

As they get in, the rear door shuts again. Then the vessel
gains altitude to...

... BLAST INTO THE SKIES vanishing into the night.

TIGHT ON Spike, staring up. Still trying to digest

everything that happened there.

EXT. SKY - NIGHT

The Harbinger streaks across the sky.

INT. MAIN LAB - HARBINGER - NIGHT

Megatron lies down on a metal bed. Soundwave and most of the

insurgents stand around him.

SOUNDWAVE'S POV: He does a thorough medical analysis on the

entire Megatron. And the data pops up on the display at the
same time.

SOUNDWAVE
The critical damage was done in his
spark. Apparently, it was abruptly
removed from his body.
INSURGENT DECEPTICON
How do you plan to fix it?

SOUNDWAVE
(processing beat)
I'm going to need an entirely new
spark.

Soundwave randomly points to one of the Decepticons in the

lab. Everyone else looks at him.

INSURGENT DECEPTICON #2
Wait a minute -- why me? Why me?!

The Decepticons crowd upon the chosen one ferociously,

before he can react.
(Printed with an unregistered version of Fade In)
90.

TIME CUT TO:

LATER

Hours of work later, Soundwave finishes installing the new

spark in Megatron's chest. Wires and life-support mechanisms
hang from the ceiling, interfaced with him.

On the floor lies the remains of the sacrificed Decepticon,

now just junk. His vital parts dismantled and removed.

SOUNDWAVE
Initiate Energon recharge.

One of the decepticons triggers the console. Just as we saw

happen with Shockwave, a cable connected to Megatron's spark
fuels it with energy from an Energon cube.

Moments later, Megatron's spark is fully charged. Soundwave

and the Decepticons wait the results.

A beat.

Held.

CLOSE ON MEGATRON'S EYES: They SNAP open, wide.

AND -

- MEGATRON JOLTS TO LIFE on the table. Everyone around him

steps back.

Megatron sits up, inspecting his surroundings confused.

Soundwave approaches him, calmly.

SOUNDWAVE (CONT'D)
Lord Megatron.

MEGATRON
(dizzy)
Soundwave? What... what are you
doing on this planet?

SOUNDWAVE
I came to rescue you, sir. All of
us. You have suffered a serious
damage and have become
nonfunctional for a long time. But
I brought you back.

BEAT as Megatron recomposes himself, realizing everything.

Until his memory seems to be surfacing again.
(Printed with an unregistered version of Fade In)
91.

MEGATRON
(ready to kill now)
Where is Starscream?

EXT. OUTSKIRTS OF KAON - CYBERTRON - NIGHT

On the edge of a ridge at the outskirts of Decepticon

territory...

... Ultra Magnus, Cliffjumper, Arcee, Jazz and Hot Rod watch
stealthy Kolkular below, the Decepticons' base.

JAZZ
Well, they seem a lot.
CLIFFJUMPER
Come on, you speak as if you no
longer remember those days that we
were cornered in the Rust Sea.

JAZZ
At least there we had an army.

ULTRA MAGNUS
This is a job for a scalpel, not a
hammer.
(into comm)
Hound, it's your time.

EXT. DECEPTICON OUTPOST - KAON - NIGHT

What we found here are some Decepticons killed on the ground

with blast-wounds. Hound sets a PACKET OF EXPLOSIVES in that
outpost.
And he activates it, starting a countdown.

HOUND
All right, countdown is up. 20
seconds.

ULTRA MAGNUS (V.O.)

Roger.

Hound TRANSFORMS into his vehicle mode and drives off.

EXT. OUTSKIRTS OF KAON - CYBERTRON - NIGHT

The Autobots team waits. Then, finally...

(Printed with an unregistered version of Fade In)
92.

... KA-BOOM! A FIERY EXPLOSION erupts far from the

Decepticon base, but which causes a great damage.

The Decepticons patrolling at that moment get on alert. Most

of them head to the detonation site, leaving part of the
base unprotected.

ULTRA MAGNUS
Now.

Ultra Magnus and the others go downhill towards Kolkular.

EXT. ENTRY WAY - KOLKULAR - NIGHT

TWO DECEPTICON SENTRIES do a sweep.

DECEPTICON SENTRY #1
What do you think was that
explosion?

DECEPTICON SENTRY #2
Maybe some Autobots wanting to
scare us. It should not be a big
deal.

Suddenly, the sentry #1 spots something OFF CAMERA. He

raises his gun to shoot, but before that...

... AN ENERGY BLAST blows him off his feet. Before sentry #2
could react, another energy blast also hits him, knocking
him down at once.

REVEAL the Autobots team arriving in the scene, with Arcee

and Hot Rod's guns smoking.
They quietly make their way to a door, and enter.

EXT. SCORPONOK'S BALCONY - KOLKULAR - NIGHT

Scorponok stands staring at the horizon, where the smoke

rises to the skies from the explosion site.

Blitzwing walks up to behind him.

SCORPONOK
Do we know what that was?

BLITZWING
The troops have already been sent,
sir.
(Printed with an unregistered version of Fade In)
93.

SCORPONOK
Bring someone to monitor my chamber
door. For precaution.

BLITZWING
As you wish, Lord Scorponok.

Blitzwing turns to leave.

INT. GANTRY - HANGAR - KOLKULAR - NIGHT

Our Autobot gang walks cautiously along the gantry, while

below them, high-ranking Decepticons shout orders at low-
rank soldiers.
The Autobots can make their way unnoticed.

INT. LARGE CHAMBER - KOLKULAR - NIGHT

More Decepticons soldiers sweeping around, doing their

routine.

UP ON THE CATWALK -

High above, the intruder Autobots emerge through a door.

Down below they realize that there are more Decepticons.

ULTRA MAGNUS
Autobots: fast and deadly.

Ultra Magnus signals with his hand. Each Autobot goes in a

different direction.

What follows is a succession of quiet kills.

CUT TO -

JAZZ surprises a Decepticon from behind, STABBING his spark

with a blade, using one hand to clamp his mouth shut.

ARCEE pulls a Decepticon in mid-walking to behind a barrier.

Before he can do anything, she PLUNGES her fist into the
enemy's back, plucking vital stuff, making him shut down.

CLIFFJUMPER makes some noise to a Decepticon, whilst hiding.

As the Decepticon goes investigate, Cliffjumper lugs him to
the ground and SINKS a torn iron rod into his spark.

HOT ROD comes from behind another Decepticon, gun drawn.

After pressing the barrel of his gun on the back of the
target, he shoots with a muffled sound.
(Printed with an unregistered version of Fade In)
94.

END ON -

THE LAST DECEPTICON in that chamber finding all his brothers

DEAD over the floor.

In a flash of movement, Ultra Magnus emerges behind the

Decepticon. He breaks the neck of that soldier in a split
second.

ULTRA MAGNUS (CONT'D)

Let's move.

INT. HALLWAY - KOLKULAR - NIGHT

The Autobots team moves fast and quiet down a hallway. All
with guns in their hands, ready for any threatening.

ON ARCEE as she FEELS something. Her eyes quick-flicker, as

if she had found something in the cyberspace.

ARCEE
Commander, I detected something.
(off look)
There is a large network source
near here. My scan caught it.

ULTRA MAGNUS
Where?

ARCEE
This way.

Now Arcee pulls the lead. Everyone follows her down the
corridor, where she guides them to...
... a side chamber on their right.

Arcee glances down into that chamber.

Inside is a large bank of what seem to be COMPUTER SYSTEMS.

The systems are being monitored by a single Decepticon.

INT. COMPUTER ROOM - KOLKULAR - NIGHT

The Decepticon lies dead on the floor. Magnus, Hot Rod, Jazz
and Cliffjumper guard the entrance.

Arcee stands by a central console - and she has inserted her

"USB" INDEX FINGER into the terminal.

Her eyes flicker frantically as Arcee navigates in the

Decepticons' systems.
(Printed with an unregistered version of Fade In)
95.

ARCEE
I'm accessing the Decepticons
battle-net right now.

ULTRA MAGNUS
Be quick.

The others at the door are restless.

INT. HALLWAY - KOLKULAR - NIGHT

Blitzwing makes his way down the hallway as he communicates

with his soldiers.
BLITZWING
-- and I want a watchful unit
outside the boss's chamber.
(beat)
I know, but they are his orders
anyway.

He cuts the transmission.

BLITZWING (CONT'D)
(muttering to himself)
Orders... is just what the "great
Scorponok" knows how to do after
all.

But as soon as Blitzwing turns around a hallway corner...

... he sights an unexpected scene and FREEZES.

REVEAL Hot Rod and Jazz standing at a doorway, watchful.

Their eyes intersect with Blitzwing's.
JAZZ
Oh scrap.

Then, Hot Rod opens fire at Blitzwing immediately, who

manages to escape, narrowly.

BLITZWING
Intruders! We have Autobot
intruders!

INT. LOADING BAY - KOLKULAR - NIGHT

Motormaster was overseeing the cargo transport when he

received the call from Blitzwing.
(Printed with an unregistered version of Fade In)
96.

BLITZWING (V.O.)
They are in the data center at
level 6!

He stops what he was doing and starts walking away.

MOTORMASTER
(into comm)
Stunticons, meet me at level 6.

INT. COMPUTER ROOM - KOLKULAR - NIGHT

Hot Rod and Jazz fire without stopping in the hallway. Ultra
Magnus turns to them still unaware of the situation.
ULTRA MAGNUS
What in name of Primus --

HOT ROD
They know we're here!

Magnus turns to Arcee, who's still linked to the computer.

ULTRA MAGNUS
Arcee, you need to hurry.

ARCEE
Hold a minute.

ULTRA MAGNUS
This is not negotiable.

INT. HALLWAY - KOLKULAR - NIGHT

Using the corner of the corridor as cover, Blitzwing
exchanges shots with the Autobots along the length of the
hallway.

BLITZWING
Where the hell are the rest of the
crew?

INT. COMPUTER ROOM - KOLKULAR - NIGHT

CLOSE ON ARCEE'S FACE: Data flowing in fractions of seconds

through her optics. So finally they cease.

Arcee unplugs her finger from the terminal.

ARCEE
I got it, let's go!
(Printed with an unregistered version of Fade In)
97.

INT. HALLWAY - KOLKULAR - DAY

The Autobots shoot at the same time at Blitzwing, not giving

him the chance to retaliate. He protects himself while our
heroes get away in the opposite direction.

Motormaster and his Stunticons join Blitzwing.

BLITZWING
They're escaping!

MOTORMASTER
Order to seal the entire building,
no one enters or leaves. And tell
the troops to come back here
immediately, it was all a
distraction.

Motormaster starts a chase for the Autobots with to his

team.

ON THE AUTOBOTS -

Through the escape, they knock out and shoot down any
Decepticon that interferes in their way, leaving behind a
trail of bodies.

But SUDDENLY -

- a hail of gunfire WHIZ past them, narrowly hitting the

Autobots.

They turn back and see Motormaster and the Stunticons coming
from the other end of the corridor. Autobots have no choice
but to return fire.
In a matter of seconds, they turn that corridor into a war
zone.

Even exchanging shots, the two teams keep moving forward,

leaving bullet holes wherever they go.

BANG! A Stunticon's shot hits Cliffjumper's leg, ripping out

a metal plate from his calf.

He staggers but regains his balance. Arcee gives him a

worried look.

CLIFFJUMPER
I'm good, don't stop!

And so they do. But Cliffjumper realizes that he cannot keep

up with his friends thanks to his leg's harm. Gradually, he
is falling behind.
(Printed with an unregistered version of Fade In)
98.

Cliff glances over his shoulder and he also notices that the
Stunticons are getting closer and will soon catch up with
them.

Only one idea comes into Cliff's mind now.

As soon as the Autobots cross a door, Cliffjumper is the

only one to stop before it. Arcee is the first to notice
that.

ARCEE
Cliff?

CLIFFJUMPER
Forgive me Arcee, but they're fast
and I'm going to delay you. That is
the only solution.

ARCEE
(realizes)
No! Cliff, wait...

The others turn around to Arcee and Cliff. She runs back to
get her friend.

CLIFFJUMPER
(grins)
Take that drink for me.

Cliff SMASHES the door panel with his fist, making it to

close seconds before Arcee reaches up.

ARCEE
NO!!

She wants to open the door somehow, but Ultra Magnus grips
Arcee's arm and starts to drag her away.

ARCEE (CONT'D)
We can not leave him!

ULTRA MAGNUS
We have no choice.
(into comm)
Jetfire, we're leaving.

With sad looks, all that's left is for the Autobots to run
away.

ON THE OTHER SIDE OF THE DOOR

Cliffjumper stands with his back to the jammed door.

Motormaster and the Stunticons stop few feet from him.
(Printed with an unregistered version of Fade In)
99.

MOTORMASTER
Do you think this door will stop me
for a long time?

CLIFFJUMPER
No, but I have something else that
will do.

A beat as Cliff and Motormaster stare at each other like

western gunslingers.

ON CLIFFJUMPER as he raises his energy cannon up and FIRES

into camera.

CUT TO:

EXT. KOLKULAR - CYBERTRON - MOMENTS LATER

BOOM! The entry door BLOWS UP, opening a way. The Autobots
emerge through the smoke running for their lives, now with
one less of them.

They rally in the center of that wide field. And there is no

one there besides them four.

HOT ROD
Where's our ride?

JAZZ
I hope it's on the way.

On the hills in the distance, a seemingly infinite swarm of

Decepticons troops ADVANCE for the Autobots from all angles.

Ultra Magnus, Jazz, Arcee and Hot Rod draw their respective
weapons, yearning for a battle.

HOT ROD
What now, chief?

ULTRA MAGNUS
Fight until the last drop of
energon in your body.

The four warriors stand with their backs to each other while
the Decepticon army continues to come. When it looks like it
will be their ultimate end...

... the SCREAMING APPROACH of a familiar aircraft turns

everyone around.

HOT ROD
Yeah baby!
(Printed with an unregistered version of Fade In)
100.

IT'S JETFIRE and AIR RAID rocketing through the air for the
rescue. Air Raid BANKS, heading to the Decepticon troops.

Air Raid fires a steady stream of rounds into the Decepticon

army as he circles over the Autobots, giving them time.

Meanwhile, Jetfire descends hovering just inches from the

ground. Hound opens the side hatch for his friends.

HOUND
Come on!

Without wasting time, the four Autobots run into the

aircraft. When everyone is on board...
... Jetfire TAKES OFF as quickly as possible.

Some Decepticon soldiers shoot skywards, but in vain. The

two Autobot aircraft went away.

INT. JETFIRE - NIGHT

Finally a moment of rest for the Autobot warriors. They take

a place to sit, but not totally happy.

HOUND
Where's Cliff?

The others only respond with morbid silence. Hound realizes.

Ultra Magnus walks over to Arcee, who is alone in a corner

of the aircraft.

ARCEE
We abandoned him, sir. We left
Cliff there to die.

ULTRA MAGNUS
You have information crucial to our
cause, Arcee, we could not risk
your safety. Cliffjumper was also
my friend and his sacrifice would
not have been in vain.

He rests his hand on Arcee's shoulder, comforting her.

ULTRA MAGNUS (CONT'D)

Do not blame yourself.

And she sadly nods.

(Printed with an unregistered version of Fade In)
101.

INT. BRIDGE - NEMESIS - NIGHT

All Decepticons gathered in the same place. Brawl and

Runabout are manning their stations.

On the level above, Shockwave is beside Starscream, who

stands on the center with Thundercracker and Skywarp behind
him like bodyguards.

RUNABOUT
Sir, the excavation is already
under way.

STARSCREAM
Excellent. When I end the war and
give the Decepticons victory,
Megatron will be erased from
history as if it had never existed.

SHOCKWAVE
You only use greed for your own
benefit, and this can undermine the
Decepticon leadership in the
future. It would be quite logical
to maintain your authority
consolidated first.

STARSCREAM
What? Do you dare question my
command? You think I'm not as
capable as Megatron was?

SHOCKWAVE
It would be wise we both agree with
that, don't you think?
Starscream growls, insulted.

STARSCREAM
Thank Allspark that you are
responsible for that super-weapon,
Shockwave. Otherwise you would be
severely punished for questioning
your leader.

SHOCKWAVE
Face the facts, you are no one's
leader. You're just a shadow of
Megatron and it always will be.

STARSCREAM
Enough!

That's when the RADAR beeps. Brawl checks it out.

(Printed with an unregistered version of Fade In)
102.

BRAWL
The radar caught a Decepticon
spaceship approaching us.

STARSCREAM
What?! Who?

BRAWL
I can not establish a direct link.

STARSCREAM
I do not remember calling someone
else from Cybertron.

BRAWL
Hold on -- it is coming to docking!

Off everyone's surprise look...

... BANG! The entire ship SHAKES as something HUGE hits it

from the outside.

The Decepticons almost lose their balance.

STARSCREAM
What the hell happened?!

BRAWL
(checking)
The spaceship forced a docking at
us. Now it's on board.

STARSCREAM
How did these intruders do that?

Brawl searches more on his console.

BRAWL
We were hacked. Whoever it was, he
managed to invade the Nemesis
network.

STARSCREAM
I'm tired of it. I'll deal with
these intruders myself...
(to Shockwave)
... to show who is really in charge
here.

As Starscream walks to leave the bridge, the door opens

before that revealing...

... MEGATRON standing on the other side, followed by

Soundwave, Hook and the insurgent Decepticons.
(Printed with an unregistered version of Fade In)
103.

Starscream FREEZES instantly, in SHOCK. If he were a human,

he would certainly be chilling on his spine now.

The others on the bridge REACT. Megatron's back!

Silence.

Megatron steps calmly into the bridge, eyes locked on

Starscream all the time. Starscream WINCES as he falls back.

MEGATRON
Hello again, Starscream. It's been
a long time.

Starscream's mind churns like never before. He has no choice

but to bow before Megatron.

STARSCREAM
(nervous)
Lord Megatron, it's a miracle!
Thanks to Allspark you are alive
again --

MEGATRON
(interrupting)
Spare me from your false flattery,
Starscream. You know exactly why
I'm here.

STARSCREAM
(stands)
I... I know?

MEGATRON
You left me to die at the hands of
Optimus Prime. Instead of helping
your master, you fled and took my
throne.

STARSCREAM
I-I think your facts are a little
mistaken, my lord, perhaps you
should...

MEGATRON
Soundwave.

Soundwave takes a few steps forward. His face-display begins

to show MEGATRON'S POV FOOTAGE from his last battle in the
first movie.

Everyone watches.
(Printed with an unregistered version of Fade In)
104.

Soundwave switches to another POV footage showing Starscream

standing on top of a building, just looking while Megatron
claims for help off screen. But Starscream flees in his jet
mode.

STARSCREAM
(nervous chuckles)
I think you're confusing things,
sir, the Autobots were in the
majority, and I needed to find a
place to plan your triumphant
retu--

WHAM! Megatron PUNCHES Starscream full-forced in the face,

dropping him to the ground.
MEGATRON
Tell the lie that you think is
best, but I remember very well that
I claimed for help and you simply
abandoned the battle as a fucking
coward.

Seeing that there is no way out, Starscream bows at

Megatron's feet, begging.

STARSCREAM
Lord Megatron all mighty, I beg you
to have mercy on me! I confess that
I was wrong, but I was scared and
did not know what I was doing.

MEGATRON
Do you really think you can change
your fate at this point?
Starscream realizes that his death is inevitable there.
Then, he gets up pointing his missile on the arm to
Megatron's face.

The insurgent Decepticons aim their cannons at him, but

Megatron signals that everyone hold.

Thundercracker and Skywarp exchange looks, confused. What

the hell is going on here?

MEGATRON (CONT'D)
Oh, a brave attitude from you
finally.
(Printed with an unregistered version of Fade In)
105.

STARSCREAM
Here's my terms: you let me live
and leave unharmed, then you will
never see or hear of me for the
rest of your life.

Megatron smiles, sarcastically.

MEGATRON
Why in the name of Unicron do you
think you are in a position to
decide your terms, Starscream?

Then unexpectedly, Runabout joins Starscream also aiming his

weapon at Megatron.
Starscream glances at him, surprised.

MEGATRON (CONT'D)
You too?

RUNABOUT
You took us to this damn planet at
the beginning of everything. Thanks
to you, my brother is dead.

Starscream smiles discreetly, more hopefully than before.

RUNABOUT (CONT'D)
Now you and your mindless fanatics
will make way for me and Starscream
to --

SUDDENLY -

- A PURPLE ENERGY BEAM EXPLODES THROUGH RUNABOUT'S CHEST!

Starscream STARTLES as Runabout topples face-first on the
floor, now DEAD with a big hole in his torso.

Before Starscream could know who was the shooter...

... another round of the same energy LOPS STARSCREAM'S AIMED

ARM OFF HIS BODY.

He YELLS OUT painfully as turns around to Shockwave, with

his cannon smoking.

STARSCREAM
Y-You...!
(Printed with an unregistered version of Fade In)
106.

SHOCKWAVE
Leave someone inconsequential,
unpredictable and disqualified in
charge would be something...
illogical.

Scared, Starscream quickly turns to escape but bumps into

Megatron a few inches from him.

Megatron PLUNGES HIS HAND into Starscream's chest and PULLS

OUT his SPARK, which glows in Energon energy.

But Megatron doesn't remove it completely, some internal

wires are still connected to the spark, leaving Starscream
minimally conscious yet.
MEGATRON
Your services for the Decepticons
is over, Starscream.

Then, Megatron CRUSHES STARSCREAM'S SPARK in a single grip

before his eyes, making him watch his own death.

Starscream blackouts completely as Energon streams through

Megatron's hand like blood.

Megatron looses that dead body at his feet.

A beat.

MEGATRON (CONT'D)
Anyone else with greedy plans to
retire me and take my place?

No answer.
MEGATRON (CONT'D)
Shockwave, status report.

SHOCKWAVE
The excavation is already in
progress, we are just waiting for
the signal.

MEGATRON
Good. And get that pile of trash
out of my ship.

TIGHT ON Thundercracker, still thinking about what he

witnessed there. And from his look, it was not something he
would approve of.
(Printed with an unregistered version of Fade In)
107.

EXT. SKY - NIGHT

As Nemesis moves along...

... something DROPS off it into a free-fall, barely visible

in the night.

EXT. OCEAN - NIGHT

The thing that separated from Nemesis plummets hard through

the air, motionless.

Seeing more closely we realize: it's Starscream's dead body!

And -

- SPLASH! Starscream hits the water like a rock.

EXT. UNDERWATER - CONTINUOUS

Starscream sinks fast, sucked into the silent vortex.

Disappearing into the darkness of the ocean.

EXT. THE ARK - FLYING - NIGHT

Establishing.

INT. CRYO-STORAGE HOLD - THE ARK - NIGHT

A solitary Optimus Prime stands before Ironhide's lifeless

body, which lies in a kind of CRYO-STORAGE CHAMBER opened.
Despite the attempts, the damage was too serious and Ratchet
could not save the warrior.

Optimus just stares at his dead friend with a face that

seems to hide his great sadness.

A long beat.

Then Optimus presses a button on the edge of the chamber. It

automatically seals, and retracts to the wall, where other
chambers stay.

That is now like Ironhide's grave.

Optimus turns and walks out.

(Printed with an unregistered version of Fade In)
108.

EXT. LAS VEGAS - NIGHT

Establishing.

EXT. CONSTRUCTION SITE - NIGHT

The same site where the Constructicons were working before

Verity disturbed them.

But there is nothing else there. No Constructicon or human,

now it's a ghost place.

In the center of that yard is where we see...

... A LARGE BOTTOMLESS CRATER. It's like an extensive pit
stretching into the ground, fading into the darkness.

INT. LAS VEGAS UNDERGROUNDS - NIGHT

Miles below the Sin City, Vortex leads the Constructicons

through a spacious underground tunnel.

Everyone using their headlights to light the way. Vortex is

guided by a holographic MAP projected from his forearm.

SCRAPPER
Are you sure we're on the right
track?

VORTEX
I'm following what Shockwave has
marked. If something is wrong,
blame him.
BONECRUSHER
Why do we have to trust him? He has
been nonfunctional for many cycles.
There must be some loose circuit
inside that head.

LONG HAUL
Because he's the only one who knows
where this thing is. It's still our
best chance.

MIXMASTER
I do not think I'll say it but I
agree with Bonecrusher, Shockwave
may have been wrong at some point.

Suddenly, Vortex stops at the edge of a steep SLOPE. The

Constructicons gather around him.
(Printed with an unregistered version of Fade In)
109.

SCRAPPER
Did you find something?

While others look on the holographic map, Vortex's eyes are

locked on something beyond the camera.

VORTEX
Definitely.

The Constructicons follow Vortex's gaze, tilting their heads

up in awe.

LONG HAUL
(thunderstruck)
By the Allspark...
REVERSE ANGLE REVEALS -

The Decepticons dwarfed near AN ENORMOUS CYBERTRONIAN

CONSTRUCTION buried deep underground in the city.

Their beams of light lit a part of it.

It's still difficult to know the real shape of the

structure, we only see a towering metal wall. In some way it
looks ancient, full of stress marks like a forgotten relic.

INT. VERITY'S APARTMENT - MORNING

A hurried Verity packs her stuff in the backpack.

Moments later, when she finishes storing everything she

needs, Verity wears the backpack and leaves her apartment.

EXT. LAS VEGAS STREETS - MORNING

Verity rides her bike through the streets wearing sunglasses

and that backpack as if traveling. And indeed she will.

She moves past the pizzeria where she works, and glances
into it. Mr. Hodges is on a phone call and he does not see
her.

Verity turns her head to the street again and continues on.

JUMP CUT:

A moment later, Verity stops at a red light next to another

bunch of town cars. And waits.

During that wait she reflects on her decision to leave.

(Printed with an unregistered version of Fade In)
110.

But AT THAT MOMENT -

- Verity SENSES something. Whatever it is, gets her

attention. It's a strange feeling.

Coincidentally, she looks at a store across the street - and

its glass facade is TREMBLING.

In a matter of seconds, the tremor grows harder, CRACKING

the windows of the surrounding buildings.

The other drivers also notice that strangely. People on the

sidewalks look at it with concern but no panic.

Until the EARTHQUAKE begins. Tremors ripple out from the

center of the city, SPIDERWEBBING the pavement and sidewalks
like ice in the springtime.

Verity struggles to maintain her balance as the tremors grow

stronger. Pedestrians run to protect themselves.

And when everyone was thinking it was just an ordinary

earthquake...

... from Verity position, we see the center of the city

HEAVING UP INTO THE AIR, spewing dirt, rock, and asphalt in
all directions.

A CROWD of PANICKED PEOPLE runs like a wave toward Verity as

she gazes that in a half-fascinated terror, like some
drivers out their cars around her.

In addition to the tremors, an deafening sound of a

machinery POWERING UP echoes throughout the city. Definitely
it is not an earthquake.
Then, the buildings in the center begin to FALL APART in
sequence, lifting a cloud of dust at the same time.

More and more are crumbling like a domino effect in the

direction of Verity, who stares STUNNED.

Only seconds later Verity realizes the danger she is in, as

if her mind has come back to reality. People rush past her
in the opposite direction, screaming desperately.

Verity spins her bike around and twists the throttle at top
speed, zigzagging through the crowd.

She glances back - sees the ARMAGEDDON coming for her. The
people farther afield behind are swallowed up by the cloud
of smoke from the ruins.
(Printed with an unregistered version of Fade In)
111.

Verity can not go faster with her bike, there are many
people on her way desperate.

So that mass of smoke sweeps through the whole street like a

desert SANDSTORM, engulfing everyone there - including
Verity.

The force of the gale causes Verity to lose her balance on

the bike, consequently falling to the ground.

EXT. LAS VEGAS - AERIAL - DAY

High angle. Half the whole city is now covered by a cloud of

smoke and dense dust, emanating from that devastating
destruction.

But it looks like there's more to it than rubble inside that

smoke. Whatever it is, it's surfacing.

Gradually, a MONUMENTAL CYBERTRONIAN STRUCTURE emerges out

the smoke, rising from the city almost in slow motion. The
thing we saw buried underground.

That's called HARVESTER.

A round construction space station-sized like a five-spoked

wheel that now hovers quietly above the remains of Las
Vegas.

The Nemesis ROARS into frame, orbiting around the Harvester.

INT. BRIDGE - NEMESIS - DAY

All the Decepticons glare at the Harvester through the

bridge panel, ASTONISHED.

MEGATRON
The key to the new era of Cybertron
is finally in my hands.

INT. BRIDGE - THE ARK - DAY

All the Autobots gathered there, except Prime. Bumblebee

continues head down, still with Ironhide's death weighing on
his shoulders.

A moment later, Optimus walks in joining the others.

(Printed with an unregistered version of Fade In)
112.

OPTIMUS
(beat)
Ironhide's body will be safe until
we return to Cybertron to give him
a decent funeral.

BUMBLEBEE
I'm sorry, leader Optimus. If I had
not been reckless, none of this
would have happened.

OPTIMUS
We already talked about this,
Bumblebee. Staying regretting the
past will not help, we have to
overcome this. Ironhide would want
us to keep tough, even more so in
our current situation.

SIDESWIPE
I do not want to sound
disrespectful or rude, but we can
not waste any more time. We have to
find the Cons and stop them from
finding the super-weapon.
Cybertron's survival depends on
this.

OPTIMUS
Agreed.

RATCHET
The problem is that we do not have
their location. So far there has
been no further attack on any human
power plant.
PROWL
So that's why they wanted so much
Energon? To turn on such a weapon?

WHEELJACK
It is most likely. Considering what
you both said about this weapon, it
would require a large amount of
Energon to be functional. More than
any spaceship.

SMOKESCREEN
So where to start?

Silence. No one has an answer for that.

(Printed with an unregistered version of Fade In)
113.

However, it's when an alert BEEPS on one of the bridge

consoles. Wheeljack goes check it.

As he delves about that alert beacon, Wheeljack gets

confusedly surprised. And the others notice that.

OPTIMUS
What is it, Wheeljack?

WHEELJACK
I don't know... it's strange. The
radar detected Cybertronian
technology signature not far from
here in a human city.
BUMBLEBEE
Maybe it's the Decepticon ship,
their camouflage must have given
some trouble.

WHEELJACK
No... it is bigger than any ship we
know.

Wheeljack and the others realize, worried.

SMOKESCREEN
The super-weapon.

OPTIMUS
Wheeljack, lead us there.

INT. SKYWATCH HQ - DAY

Skywatch is on the move. Soldiers collect all useful or non-

destroyed equipment left by the Transformers' ravage.

Spike is focused on reading a clipboard. He does not notice

Joe entering the hangar AGITATED and hurried with a radio in
his hands.

JOE
Spike!

Joe reaches out for Spike as he turns to him.

SPIKE
What is --

JOE
Colonel Wallace wants to talk to
you urgently. He said it's about
the tremor we felt a few hours ago.
(Printed with an unregistered version of Fade In)
114.

Off Spike's curious look:

EXT. SKIES ABOVE LAS VEGAS - DAY

The Ark arrives at its destination, soaring over the city.

In the distance: the Harvester hanging in mid-air.

INT. BRIDGE - THE ARK - DAY

Autobots can hardly believe what they see out there.

BUMBLEBEE
Oh my...
RATCHET
In the name of Primus, look at the
size of that thing.

SIDESWIPE
We're too late.

EXT. HARVESTER SURFACE - DAY

Nemesis made a landing on the grand structure. The

Decepticons are scattered, admiring their surroundings.

Megatron enjoys that environment alone as if it were

something sacred to him. Skywarp walks up to him.

SKYWARP
Lord Megatron, there's an incoming
Autobot ship.
MEGATRON
Optimus. You never disappoint me.

SKYWARP
What are your orders?

MEGATRON
Show them our welcome reception.

INT. BRIDGE - THE ARK - DAY

Approaching the Harvester, Optimus spots someone standing on

the edge of it and staring at them. Far away to recognize at
first sight.

RATCHET
Who is that?
(Printed with an unregistered version of Fade In)
115.

ON OPTIMUS as his eyes widen, recognizing Megatron there.

OPTIMUS
No... it's impossible.

SUDDENLY -

- the ship is ROCKED with a MASSIVE IMPACT, EXPLOSIONS

erupt. The Autobots hold themselves on feet.

Wheeljack and Ratchet stay put, fighting for control the

ship. Thundercracker and Skywarp ROAR past above the Ark.

BUMBLEBEE
It's Skywarp and Thundercracker!
Then, a hail of rounds hit the ship from outside. It seems
to come from every possible direction.

SMOKESCREEN
There are more of them!

OPTIMUS
Ratchet, weapons now!

EXT. SKIES ABOVE LAS VEGAS - DAY

The insurgent Decepticons - now in their PROTOFORM JET

MODE - swarm the Ark firing upon it in unison.

The Ark's cannons engage, FIRE a volley at the flying

Decepticons around, shooting down some of them.

But it does not seem to be enough. The Decepticons are

smaller and agile, thus managing to dodge most of the shots.

INT. BRIDGE - THE ARK - DAY

Ratchet mans the weaponry while Wheeljack the helm. The

others can only watch.

RATCHET
They are many!

WHEELJACK
Incoming!

Thundercracker and Skywarp fly straight toward the Ark. They

send another round of missiles, shaking the ship roughly.

PROWL
They're massacring us!
(Printed with an unregistered version of Fade In)
116.

WHEELJACK
Prime, if continue like this, the
Ark will not last long.

OPTIMUS
All right, take us away from here
as fast as you can.

Wheeljack starts to change the course of the ship.

EXT. SKIES ABOVE LAS VEGAS - DAY

During the escape of the Autobot ship, an enemy shot hits a

Ark's turbine severely, damaging it.

EXT. HARVESTER SURFACE - DAY

Megatron watches on the horizon the Ark fleeing the city

expelling black smoke from one of its turbines.

EXT. NEVADA DESERT - DAY

The Ark roars across the sky. Its doom seems sealed.

INT. BRIDGE - THE ARK - DAY

Ratchet and Wheeljack struggle valiantly with the ship.

WHEELJACK
We're leveling out!

EXT. NEVADA DESERT - DAY

The Ark begins to level out over the desert wasteland,

gliding in the hot sunlight.

INT. BRIDGE - THE ARK - DAY

Alarms FLASH in all screens. Sparks fly everywhere. Autobots

hold on to where they can not lose their balance.

EXT. NEVADA DESERT - DAY

As the Ark flies over the desert, a LARGE CHUNK of it falls

away and hits the ground.
(Printed with an unregistered version of Fade In)
117.

INT. BRIDGE - THE ARK - DAY

Things are about to go from bad to worse.

Ratchet and Wheeljack have managed to level off the ship,

and are flying low, too low.

Through the semi-charred windows a MOUNTAIN RANGE can bee

seen. And they're heading straight for it.

SMOKESCREEN
Oh scrap!

OPTIMUS
Ratchet, do we still have weapons?
RATCHET
Now just the emergency batteries,
enough to squeeze off a shot!

OPTIMUS
Target ahead and fire!

EXT. NEVADA DESERT - DAY

The Ark fires an ENERGY BLAST at the mountain range. Direct

hit, a hole opens in the side of the mountain in the Ark's
flight path. The ship speeds along to its fate -

INT. BRIDGE - THE ARK - DAY

The mountain gets closer and closer.

OPTIMUS
Brace for impact!

Autobots protect themselves the way they do.

EXT. NEVADA DESERT - DAY

The Ark glides along in near silence, it IMPACTS the

mountain precisely where the energy blast had been
discharged.

The DESTRUCTION is immense, DEBRIS everywhere. Once the dust

settles, the Ark finds itself embedded.
(Printed with an unregistered version of Fade In)
118.

EXT. HARVESTER SURFACE - DAY

After waiting a while, no signal from the Autobot ship.

Megatron smiles. Shockwave steps closely.

SHOCKWAVE
My lord, do you want me to send
troops to investigate the crash
site?

MEGATRON
Not now. We have more important
things to do.

EXT. BRIDGE - THE ARK - DAY

DESTRUCTION dominates the scene. The ship is bad shape. The

Autobots are lying down near their previous posts, all
motionless.

BEAT.

A moment later, one of them starts to rise - Smokescreen.

After recomposing himself, he begins to realize what really
happened there.

SMOKESCREEN
Holy Primus...
(notes Optimus)
Oh no -- Leader Optimus!

Quite worried, Smokescreen rushes through all the other

Autobots and crouches next to Optimus, trying to wake him
up.
SMOKESCREEN (CONT'D)
Please wake up. Come on... I will
not let you die soon after I met
you.
(beat)
Come on...

Finally, Optimus opens his eyes. Smokescreen expresses great

relief after that.

OPTIMUS
Smokescreen...?

Smokescreen helps Optimus sit up, still feeling a bit dazed.

SMOKESCREEN
Praise be to Allspark. For a moment
I thought that you...
(Printed with an unregistered version of Fade In)
119.

OPTIMUS
What about the others?

SMOKESCREEN
They seem to be okay, but stunned
just like you.

OPTIMUS
Help me wake them up.

DISSOLVE TO:

EXT. NEVADA DESERT - LATER

the Autobot Ark embedded in the side of the mountain. Its
ENGINES are the only thing sticking out.

SIDESWIPE
(pre-lap)
Wait -- Megatron is alive?!

INT. BRIDGE - THE ARK - DAY

All the Autobots have recovered now and resting.

SIDESWIPE
I thought you guys had killed him
here. All Cybertron knew about
that.

OPTIMUS
So was I.

RATCHET
Optimus, are you sure it really was
him?

OPTIMUS
Absolutely.

BUMBLEBEE
How is this possible? We saw
Optimus ripping out Megatron's
spark from inside his chest.

PROWL
We're talking about Megatron, the
bastard is hard to kill.
(Printed with an unregistered version of Fade In)
120.

WHEELJACK
With Megatron back to life or not,
the Decepticons have a small army
with them and we are only seven.

SMOKESCREEN
We should use the radio of our
starship that we use to come here
and contact our allies at
Cybertron, ask for reinforcements.

SIDESWIPE
We can't, Smokescreen. We are also
few in Cybertron, and there is
still a part of the Decepticon
super-weapon to deal with, just as
we have.

BUMBLEBEE
So what options are left for us?

Silence as all eyes turn to Prime, who thinks quietly. They

wait a response... anything.

OPTIMUS
Yes, we urgently need
reinforcements. But not from other
Autobots.

Off the Autobots' puzzled stare...

CUT TO:

EXT. SKYWATCH HQ - DAY

A bunch of C-130 CARGO PLANES landed with their back door
lowered. Skywatch soldiers put all base equipment inside
those aircraft.

Walking across the base, Col. Sparkplug alongside Spike and

Joe, taking about Las Vegas.

COL. SPARKPLUG
-- as far as we know, the thing
emerged from the heart of the city
and devastated almost everything.

SPIKE
Any relationship with the
Transformers?
(Printed with an unregistered version of Fade In)
121.

COL. SPARKPLUG
Our analysts are still working on
it, but I bet the damn aliens are
into it.

JOE
Any theory about what the thing is?
Maybe some kind of weapon or
spaceship.

COL. SPARKPLUG
Nothing. But I do not want to wait
to find out.

VOICE (O.S.)
INCOMING!

The three men look at where that shout came from just to
find out...

... Optimus Prime RACING in vehicle mode toward the base.

The soldiers begin to mobilize. Optimus RAMS through the

fence into the base.

The red truck speeds for Spike, Joe and Sparkplug bypassing
everyone on the path, others throw themselves away.

SPIKE
Dad, get to the chopper!

Spike and Joe take a step forward to shield Sparkplug. Both

pull out their pistols, aiming at the upcoming Kenworth.

But Optimus HALTS a few feet from Spike and Joe, then
TRANSFORMS into robot mode as the Skywatch soldiers swarm
him.

Sparkplug can not move, he is mesmerized by what he is

seeing there.

Optimus gets on his feet with his hands up, surrendered

while all the weapons are pointed at him.

JOE
Now what?

Spike takes a few steps closer to Optimus, always with his

weapon pointed at him. Optimus just tilts his head down.
(Printed with an unregistered version of Fade In)
122.

SPIKE
I do not know if you have too much
courage or too much stupidity to
step on here after all that has
happened recently.

OPTIMUS
Indeed. I know of what happened
here, but I did not come to take
revenge or attack you.

SPIKE
So what? Give me a reason no one
here pulls the trigger.
OPTIMUS
I suppose you are already aware of
the great Cybertronian structure
that emerged from under one of your
cities.

Spike, Joe and Sparkplug exchange looks.

SPIKE
Yeah, we know. Do you have
something to do with it?

OPTIMUS
No. That was Megatron's job.
Somehow, he's got back to being
functional and now he's about to
complete his plan.

JOE
What do you want with us?
OPTIMUS
The same as you: destroy that
machine once and for all, but for
that my team and I will need human
reinforcements.

SPIKE
How do I know we can trust you?

OPTIMUS
Because you have no choice. Not
even me.

COL. SPARKPLUG
What happens if we refuse your
help?
(Printed with an unregistered version of Fade In)
123.

OPTIMUS
Then your world and mine will be
condemned, and Megatron with his
Decepticons will be victorious.

They are still reluctant.

SPIKE
No choices, huh?

OPTIMUS
My world has been devastated by
endless conflicts between us. Many
exiled themselves to the stars,
others perished over time. Now, the
planet is on the verge of becoming
a lifeless wasteland.
(beat)
Do not let the same happen to your
world.

Even hesitant, Spike feels confident in that figure, in

those words.

Then:

SPIKE
Lower weapons.

All the soldiers obey, just as Optimus also lowers his arms.

OPTIMUS
You made a wise decision.

SPIKE
Now tell us all you know about that
thing in Las Vegas.

EXT. HARVESTER SURFACE - DAY

On the edge of the Harvester, Megatron stands propped on one

knee contemplating at what once was Las Vegas miles below.

Shockwave and Soundwave approach, flanking him.

SHOCKWAVE
Lord Megatron, although the
Harvester is running, there are
still some internal repairs to be
made to ensure the success of its
operation.
(Printed with an unregistered version of Fade In)
124.

MEGATRON
Do whatever it takes to make it
functional. Now we have taken the
second step towards the end of this
war, and not even Optimus can
prevent me from reaching the final
step.

Camera slowly CRANES UP. Until we look from a high angle and
see the true scope of the devastation.

CUT TO BLACK.

THE END