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