Transformers: The Movie
                          (Ik Moven den Toyen Kulen)

                         As told to Garrett Gilchrist
                             [AmbushBug4@aol.com]
                               Visit my webpage
             [http://members.aol.com/ambushbug4/mybrainhurts.html]

                     Based upon the original screenplay


NOTE: You may be wondering what a transcript of "Transformers: The Movie"
is doing at PythoNET. It's not exactly Monty Python, is it? But as it
happens Eric Idle has an interesting cameo in it as Wreck-Gar, king of the
Junk Planet, so as it was already out there in some form we thought it
was worth tossing in. The film seems to have come out in several different
versions but it's mostly the same, and available on video, though actually
rather rare as such. My version seems to have come from Canada. It includes
a curse word from Spike cut in some other versions, and does not include
two additional voiceovers at the beginning and end included in some other
versions. The film came out in 1986 and also had a soundtrack album
released. Action figures of pretty much all the principal characters,
including our own Wreck-Gar, were made, of course. In many cases, also of
course, the figures came first. So here, then, is a full, unofficial
transcript, based upon the original screenplay, of the smashingly violent
full-length feature starring everyone's favorite mutant robots, THE
TRANSFORMERS! Enjoy.

--------------------------------------------------------------------------











                        THE TRANSFORMERS


                           THE MOVIE






      The Dino de Laurentis lion logo whirls up, followed by those for
      Sunbow entertainment and Marvel Productions.


      SUNBOW PRODUCTIONS INC., 380 LEXINGTON AVE. SUITE 1105
      NEW YORK, N.Y. 10168 (212) 687-2500





    FADE IN
    
    EXT. SPACE
    
    A small planet glows in the light of its twin suns.

    A large, evil-looking sphere (Unicron) moves into view and screams
    by our POV.


                                                PUSH DOWN TO:
                                                                 
    INT. PLANET SURFACE
    
    Shot of the planet. Happy, prosperous. Populated entirely by robotoids.


    ANOTHER ANGLE

    Two robots walking along corridor; they enter a lab and a third robot
    takes some beakers from them. The robot is KRANIX.  We will meet him
    later on in a very different context, but for now, he is setting the
    beakers on a table.

    Suddenly, we hear a loud rumble.

    The beakers smash on the floor.


    EXT. NEAR THE PLANET

    We see a thick, electronic wall rise behind the planet...


    INT. PLANET
    
    As Kranix gasps, he calls out to another, ARBLUS.
    
    
                            KRANIX
    
         Arblus, look - It's Unicron!



    EXT. NEAR THE PLANET

    The 'wall' is now clearly identifiable as Unicron, whose massive size
    dwarfs the planet itself. It rises then ...
    
    Its electronic claws begin to engulf the planet, and we
    hear horrible sounds of destruction.
    
    Almost like the planet is being eaten.
    

                                                                 
    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.

    
    EXT. ANOTHER ANGLE - THE PANIC
    
    Kranix, and all the planet in fact, is now running.
    
    
                            KRANIX
    
         The ships! Get to the ships, it's our only chance!


    An escape attempt is made.
    
    Suddenly, Arblus is surrounded by Unicron's strange energy cloud and
    it looks like his body has simultaneously caught fire and been doused
    with acid.
    
                              ARBLUS
                                   
                           Kranix! Aaaaargh!
                                   
    ANGLE ON KRANIX
    
    The cloud 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 a good look at the quenched
    Unicron. It is horrifying.
    
    A massive, metal orb with a gaping maw and a field of electricity.


                                                PUSH OUT TO:

    TITLES

    Music plays, an impressive version of the Transformers theme by the
    rock group Lion.


       TITLE: "THE TRANSFORMERS"

       TITLE: "THE MOVIE"

     Roll credits over space background. Credit given to some of the
     stars of the film, in odd alphabetical order.

       ERIC IDLE as Wreck-Gar

       JUDD NELSON as Hot Rod

       LEONARD NIMOY as Galvatron

       ROBERT STACK as Ultra Magnus

       LIONEL STANDER as Kup

       ORSON WELLES as Unicron

       Co-starring JOHN MOSCHITTA as Blurr


     Main theme ends. Credits continue over next scenes.


    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.

    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.

    Catch sight of Laserbeak as he comes closer. Follow Laserbeak 
    to moonbase one where we see a small glimpse of the base there.
    He then starts spying on the complex.

    
                             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.

    DOLLY THROUGH THE COMPLEX until we arrive at a Command Center
    where several Autobots peer into monitors, running constant
    surveillance on Cybertron.

    ANGLE ON OPTIMUS PRIME

    The Autobot leader is as always tall and simply-colored, and as always
    has an air of leadership about him.
                                 
                           OPTIMUS PRIME

         Ironhide, report to me at once.

    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 a monitor Prime, my circuits sizzle. 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
                                   
         I want you to make a special run to Autobot city on Earth.


                             IRONHIDE

         But Prime!

    
                              PRIME
                                   
         Listen Ironhide, we don't have enough energon cubes to power 
	a full scale assault. Ready the shuttle for launch.

    
    ANGLE ON IRONHIDE
    
                             IRONHIDE
                                   
         Your days are numbered now Decepticreeps.

    
    A SMALL MOON "MOUNTAIN"
    
    Ironhide transforms and races towards 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 here, Prime!
    
                              PRIME

        What about Moon Base 2?
    
                               JAZZ
                                   
         Jazz to Moon Base 2. Jass 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.0.)
                                   
         Jazz to Moon Base 2.
    
    ANGLE ON BUMBLEBEE AND SPIKE
    
    They stand together a communication console. Spike, the human, is now
    35 years old.  Bumblebee hasn't aged.
    
                            BUMBLEBEE
                                   
         Bumblebee and Spike here.
    
                            JAZZ (V.0.)
                                   
         We're about to send up a shuttle.
         Any Decepticon shenanigans in your sector?
    
                             BUMBLEBEE
                                   
         All clear, Jazz.
    
         (pause)
    
                              SPIKE
                                   
         Hey, Ironhide, tell my son Daniel I miss him,
         and tell him not to worry - 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 gives the thumbs-up.
    
                             IRONHIDE
                                   
         Will do, Spike.
    
         
    ANGLE ON PRIME, CLIFFJUMPER, AND THE OTHERS
    
    Standing at the Command Center, watching:
    
                               PRIME

         Cliffjumper, Commence countdown.


                            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.0.)
                                   
         Blastoff!
    
    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.


	Laserbeak, the Decepticon spy, returns to the Decepticon base on
      Cybertron. The base is dark and a bit squalid-looking in comparison
      to the relatively pleasant Autobot base.
    
                              SHOCKWAVE
                                   
         Laserbeak returns, Megatron.

      Laserbeak perches briefly on the arm of Megatron, the Decepticon
      leader.

                              MEGATRON

         Welcome Laserbeak! Unlike some of my other warriors you 
	   never fail me. Soundwave, play back Laserbeak's findings.


                              SOUNDWAVE

         As you command.



	Soundwave replays parts of what Laserbeak saw in the Autobots 
	moonbase. Different angle than seen earlier.


                              PRIME (on tape)

         I want you to make a special run to Autobot city on Earth.


                              IRONHIDE (on tape)

         But Prime!


                              PRIME (on tape)

         Listen Ironhide, we don't have enough energon cubes to 
	   power a full scale assault. Ready the shuttle for launch.


                              PRIME (on tape)

         Now all we need is a little energon, and a lot of luck.



                              MEGATRON

         (smiling slyly) More than you can imagine, Optimus Prime.

    
                           DISSOLVE TO:
                                   
    EXT. SPACE  - LATER
    
    The shuttle hurtles through a massive asteroid field.


                                                      CUT TO:

  INT. THE SHUTTLE
    
    Brawl, Prowl and Ratchet are aboard, and Ironhide is at the controls.
    
    Suddenly, there  is a terrible BANG! on the side of the ship, and
    the Autobots are thrown from their seats.
    
    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 -
    
                             BRAWN
                                   
         Megatron!


    In all his glory.
    
                             MEGATRON
                                   
         Die Autobots!
    
    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. Once we slip past their early 
	   warning systems in their own shuttle and destroy Autobot city,
	   the Autobots will be vanquished forever.

   We see Ironhide's arm, on the floor, twitching and grabbing for
   Megatron's leg. Ironhide is fighting with his dying breath...

    
                             IRONHIDE
                                   
            ... No!
    
                             MEGATRON (contemptuously)
                                   
            Such heroic nonsense.

	Megatron coldly shoots Ironhide.
    
                                                 DISSOLVE TO:
                                                                 
    
    EXT. EARTH

    Zoom in slowly on the third planet of Sol.
    
    WIDEN SHOT to show Daniel, a classic twelve year old American boy, and
    Hot Rod, an "adolescent" Autobot. They are at an old fashioned "fishin'
    hole" on Earth - surrounded by weeping willows, assorted trees and
    shrubs.


                              HOT ROD

         Fish are jumping today huh Danno?


                              DANIEL

        (sadly) Guess so...


                              HOT ROD

         Hey, what's the matter?


                              DANIEL

         Ah, I dunno Hot Rod.


                              HOT ROD

         Come on, you can tell me.


                              DANIEL

        Guess I just miss my dad.


                              HOT ROD

         Don't worry, Spike will be back soon. Oh hey! I caught something.

      Show a feisty fish thrashing about. It is caught.


                              DANIEL

         Whoa, look at the size of it!

      Hot Rod holds up the fish to his own enormous robot body and it
      seems but a speck.


                              HOT ROD

         Yep it's a whopper alright.

	Something starts to beep. The something is Daniel's communicator
      device, designed like a boy scout compass.

                              DANIEL
                                   
         Hot Rod! The shuttle's coming - let's watch it land!


                              HOT ROD

         Talk about dull, Daniel.


                              DANIEL

        Hurry, or we'll miss it!
    
    As Daniel runs to a small skateboard-like device, hits a button,
    and watches, it transforms into a hoverboard. He rides it, like a
    surfer, up a steep, grassy hillside - we change angle to feature...
    
    HOT ROD
    
    Who lopes up the hill after Daniel.

    Hot Rod catches up with Daniel, who loses control and crashes the board
    ...

    Hot Rod scoops him off his hoverboard, TRANSFORMS to automotive mode
    and RIDES OVER THE CREST OF THE HILL with Daniel in the front seat.

                             HOT ROD
                                   
         If you're gonna ride, Dan-O ...ride in style!
    
    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 look 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 Autobots
    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's stop here.
    
                             HOT ROD
                                   
         Why settle for a peek Daniel, when you can see
         everything from Lookout Mountain?
    
    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 and through a road
    block.
    
                               KUP
                                   
         (to sound like swearing)
    
         Turbo revvin young punk, I'll straighten you out yet!
    
                                                      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 grabs a set of BINOCULARS and peers
    into them.
    

                             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 through the binoculars.
    
    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 (0.5.)
                                   
         Decepticons!
    
      
  ANGLE ON HOT ROD
    
    Drawing his gun, he starts FIRING on the shuttle.
    
                                                      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?

    
    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
         Daniel!
    
                             DANIEL
         Aaaaaah!
    
    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.

    
    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.
    
                                  
                          HOT ROD
                                       (interrupting)
         Save it Kup, let's burn rubber.
    
    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......     
    
    ...  four new Autobots - ARCEE, a lovely female Autobot of about
    Hot Rod's age, SPRINGER, a very muscular and bantering "Indiana
    Jones" type Autobot, Blurr, a blue Formula One who speaks at light
    speed throughout, and ULTRA MAGNUS, the large and soldierly
    City Commander.
    
                            PERCEPTOR
                                   
         Ultra Magnus...... a cursory evaluation
         of Decepticon capability indicates a
         distinct tactical deficiency!
    
                           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, you and Arcee transform Autobot city. Perceptor, 
	tell Blaster to radio Prime for reinforcements.


                              BLURR

         WhatAboutMeMagnus,WhatAboutMe?muhmmmmhmmmmm. ICanHelp,
	   IWannaHelp,WhatAboutMe?


                              ULTRA MAGNUS

         Blurr, you can help me alert the others.


                              BLURR

         AbsolutelyPositivelyDefinitely,NobodyCanGetTheJobDoneFasterThanI
         Can, NobodyNobodyNobody!


                              SPRINGER

         Come on Arcee, lets go!


                              ARCEE

         But Hot Rod and Kup are still outside the city!


                              SPRINGER

         We can't wait, they'll have to take care of themselves, come on!

    
    HIGH ANGLE - LOOKING DOWN ON COURTYARD - TRACKING SPRINGER AND
    ARCEE
    
                        STARSCREAM (V.0.)
                                   
         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 pivot 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.0.)
                                   
         The Insecticons are in our way.
    
                          HOT ROD (V.0.)
                                   
         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 OUT 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 it 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:
                                                                 
    BLASTER ON FORTIFIED "CROWS NEST" LOOKOUT TOWER
    
    The "Crow's 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

    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
                                   
         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 on Moonbase 1.
    
                             BLASTER
                                   
         All right!  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 crow's nest.


                              BLASTER

         Optimus Prime, do you read me, the Decepticons are blitzing
	   Autobot city, we're really taking (static; he is cut off as Frenzy
         etc. rip out the satellite dish.)
    
    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.
    
    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 show gaps, dents, smoking holes and Decepticons continue
    to pump fire into it and get back sporadic return fire from
    inside...

    ANGLE - BLURR


                              BLURR

         We'veGotDecepticonsAtTheGate,DecepticonsInTheAir,Decepticons
	   InsideTheWallsDecepticonsDecepticonsDecepticons.IfWeBeatThemOnThe
	   Walls,They'reStillInTheAir,WeShootThemOutTheAir,They'reStillAtThe
	   Gate.SoWhereDoesThatLeaveUs?NowhereThatsWhere!
    
    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.

Springer: Come on Arcee, we've gotta get this launcher into place, 
	Megatron's making his big push, and we got to push back.

    THE HUGE CATAPULT
    
    moves slowly as we CHANGE ANGLE and Kup, Hot Rod and Daniel ENTER
    SHOT.
                                  
                            KUP
                                   
         Keep at it, Springer, my boy! 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 caught outside the city.
    
                             HOT ROD
                                   
         (likes her, too, but tries to
          be cool and collected)
         Hey, I wasn't worried for a micro-second!
    
                              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.0.)
                                   
         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.


                              DEVASTATOR

         Prepare for extermination.
    
    ON SPRINGER , ARCEE, HOT ROD, KUP AT CATAPULT
    as Springer LOADS TORPEDOES ONTO CATAPULT LIKE SLING
    
                             SPRINGER
                                   
         I got better things to do tonight 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.

 It looks hopeless for the Autobots.


                             MEGATRON

         Their defenses are broken. Let the slaughter begin!
    
                                                      CUT TO:
                                                                 
    EXT. THE EDGE OF 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.0.)
                                   
         No matter the cost.
    
     PRIME'S CHARGE:A SERIES OF SHOTS
    
         PRIME'S CHARGE

    Optimus Prime, leader and hero of the Autobots, is now a huge
    tractor trailer truck as he charges into certain doom.
    
    Prime plows through, charging 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, 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.
    
    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 stiff-arms 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

         No! I'll crush you with my bare hands.    
      
  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
                                   
         I've got to help Prime!
    
    Punching...
    
                               KUP
                                   
         Stay away lad, that's Prime's fight.
    
    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, spear-like 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 Megaton'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 chunk 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.
    
    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.
    
    ON HOT ROD
    
    as he sees Megatron go for the gun and leaps out to grapple with
    him
    
                              HOT ROD
                                   
         No you don't, Megatron!
    

    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.
         It's over, Prime!
    
    ON OPTIMUS PRIME
    
    as he gathers his remaining strength and smashes Megatron with
    both fists clasped together.
    
                          OPTIMUS PRIME
                                   
         (gasping painfully)
         N-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 now, Mighty Megatron?
         (he kicks Megatron)
         Astrotrain, transform and get us out of here!


                              MEGATRON (weakly)

         Don't leave me Soundwave!

      Soundwave bends to help his master.


                              SOUNDWAVE

         As you command Megatron.
    
    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
    electrically 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 fatal.
    
    INTERCUT TO HOT ROD, KUP, ARCEE, DANIEL AND OTHER AUTOBOTS as
    they react.

Daniel: Prime, you can't die.
         
                          OPTIMUS PRIME

         (using remaining strength to make himself heard)
         ...Do not grieve.... Soon, I shall be one with the matrix.
    
                             HOT ROD

         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,
         that I shall pass the Matrix of Leadership, as it was
         passed to me...
    
    ANOTHER ANGLE FEATURING ULTRA MAGNUS
    
    as he steps forward unwillingly, mixed grief and surprise on his
    face
    
                              MAGNUS
                                   
         But Prime, I'm ... I'm just a soldier, I am not worthy.
    
                                  
                       OPTIMUS PRIME
                                   
         (gasping)
         Nor was I, but one day, an Autobot shall rise from our ranks and
         use the power of the Matrix to light our darkest hour.
    
    TIGHT SHOT - ULTRA MAGNUS AND OPTIMUS PRIME
    
    Ultra Magnus grasps his hand with great emotion
    
                          OPTIMUS PRIME
                                   
         (voice failing, pressing
          on with it)
         Until that day...
         Until all are one...
    
    TIGHTEN SHOT ON ULTRA MAGNUS AND OPTIMUS PRIME
    
    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
    
    Prime's vital signs are fading. His eyes flicker out as he dies.

    All is grey.

    
    ON DANIEL

    He is crying.
                                                 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.

    Unicron screams ...
    
                                                      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 we
         lighten our burden!
    
    ANGLE ON BONECRUSHER
    
                           BONECRUSHER
                                   
         In that case, I say it's survival of the fittest.
    
                            STARSCREAM
                                   
         Do 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


                              MEGATRON

         Starscreeeeeeeam !

      Megatron becomes one with the blackness...
    
    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

         Wait! 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!
    
    A nasty battle.
    
    EXT. ASTROTRAIN - SAME TIME
    
    He is flying a very wobbly course past Pluto...

    
    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
                                   
         Megatron ... 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
                                   
         This is my command, you are to destroy the Autobot matrix of 
	  leadership. 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, the point is you were a fool. The Matrix has been passed 
	  onto their new leader Ultra Magnus. Destroy 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)
         Aaaaagh! 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 the dented Megatron to
    a new creation: Galvatron.
    
    THE TRANSFORMATION - CREATION
    
    ends in a blinding flash and Galvatron - who still resembles
    Megatron - flexes his muscles and stretches.
    
                             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 ... And
         this shall be your ship.    
    
    ANGLE FEATURING GALVATRON
    
    He roars with a mad power-rush, gets into Cyclonus and, leading the
    armada, takes off for the distant stars.
    
                             UNICRON
                                   
         (loudly proclaiming over
          the scene)
         Now go, destroy the Autobot matrix of
         leadership!
    
    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 Ultra Magnus and every other Autobot until 
	   the Matrix is destroyed. To Cybertron!
    
                                                      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.

    The TRUMPETERS blare loudly, causing Starscream to become impatient
    with their interruptions.
    
                            STARSCREAM
                                   
         (preening)
         Get on with the ceremony!

      The trumpets are blasted to small bits.

                            STARSCREAM

            My fellow Decepticons, as your new leader, I...
    
    Dirge and others react to SMALL EXPLOSIONS 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, Starscream?  This is bad comedy!
    
                            STARSCREAM
                                   
         Megatron, is that you?
    
                            GALVATRON
                                   
         Here's a hint!
    
    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.
    
    STARSCREAM melts horribly into a pile of shards and dust, as his crown,
    covered with ruby, almost bloodlike shards, clatters to the ground.

    Silence.
    
    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.
    
                           FRENZY
                                     
         What'd he say his name was?

    
                            GALVATRON
                                   
         Galvatron.
    
                           DECEPTICONS
                                   
         LONG LIVE GALVATRON! GALVATRON!

    
                             CUT TO:
                                   
    UNICRON
    
    Bit by bit, we see new sections of the planet being generated.
    
    Then, his claws open, and the sinister cloud pours 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.0.-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.0.-ON FILTER)
                                   
         This is Jazz.  A gi-normous weird lookin'
         planet just showed up in the suburbs of
         Cybertron.
    
                           CLIFFJUMPER
                                   
         And it's attacking Moonbase one ...
    
    STATIC obscures the message
    
                           ULTRA MAGNUS
                                   
         Jazz!  Cliffjumper!
    
                                                      CUT TO:
                                                                 
    THE  FIRST MOON
    
    it is covered by Unicron's energy field, and slowly seems to
    dissolve.
    
    ANOTHER ANGLE FEATURING UNICRON
    
    as 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
    Cliff jumper - who, using handholds every step of the way - get
    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.0.)

         Ignition and....
    
    SOUNDS of torrential winds, quakes, etc as moon is quickly
    becoming Unicron's lunch.
    
                                  
                        JAZZ (V.0.)
                                   
         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:
                                                             
    EXT.  AUTOBOT CITY -- ULTRA MAGNUS
      
    He has a portable communication device.  Spike and Bumblebee 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
                                   
         This is Spike and Bumblebee up here on moonbase 2.
    
                            BUMBLEBEE
                                   
         This... thing, this monster planet 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, cause we're not gonna....
    
    Suddenly, static obscures the transmission.
    
                              DANIEL
                                   
         Dad!


	Cut to moonbase 2 with Spike and Bumblebee. Rumbling is deafening.


                              SPIKE

         Bumblebee, activate the explosives. If this doesn't stop it, 
	  nothing will.


                              BUMBLEBEE

         The explosives are activated, lets get outta here. Hurry,
	  it's gonna blow!

   The moon is eaten and explodes; the shuttle is rocked by the explosion.


                              BUMBLEBEE & SPIKE

          All right! Hooray. We've done it. Way to go. Ha ha....


                              BUMBLEBEE

           Look!

   Shot of Unicron, not even dented.


                              SPIKE

         It isn't even dented. Oh SHIT, what are we gonna do now?


                              BUMBLEBEE

         We're being sucked into it!

                                                       CUT TO:
                                                                 
    GALVATRON IN DECEPTICON HALL OF HEROES
    
    Silence. No more winds. No more movement.
    
                            GALVATRON
                                   
         How dare  Unicron?!
         (defiant)
         Cybertron and all its moons belong to 
	   me... Aaaaaaaaaargh!
    
    ANOTHER ANGLE ON GALVATRON
    
    Galvatron is struck down with pain as Unicron uses his variety of
    psychic attack on him. His body starts to twist, making him writhe in
    agony, powerless to resist ...
    
                             SCOURGE
                                   
         But remember we belong to him!


                              GALVATRON

         I belong to nobody!


    He falls painfully down a LARGE FLIGHT OF STAIRS.
    
                            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: EARTH.


                         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-he's on the moon
         between that monster and Cybertron.
    
                           ULTRA MAGNUS
                                   
         Daniel, we'll do everything we can for Spike.
    
                                  
                          SPRINGER
                                   
        And what do we do when we get there? If that thing crunches
	 moons it's gonna 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
                                   
         I just got this feeling...
    
    Hot Rod looks up and sees something.
    
                               SPRINGER
                                   
         Look!
    
    THE AUTOBOTS TURN TO SEE
    
    POV - ANGLE ON ATTACKING DECEPTICONS
    
    Decepticon ships seem to dive from nowhere to attack the
    Autobots.
    
                           ULTRA MAGNUS
                                   
         To the shuttles!
    
    ANGLE ON DECEPTICON JETS
    
    Galvatron is in the lead.
    
                            GALVATRON
                                   
         I, Galvatron, will crush you just as Megatron
         crushed Prime!
                                  
                        ULTRA MAGNUS
                                   
         And you'll die trying just like Megatron!
    
    Ultra Magnus fires Laser and hits Galvatron.
    
                            GALVATRON
                                   
         Aaaaaaaagh!  Autobot scrap!
    
                             SCOURGE
                                   
         You want me to gut Ultra Magnus?
    
                            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 a laser.
    
                              ARCEE (smiling)
                                   
         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)
         NiceDino,GoodDino,SweetDino,WontYouStepIntoTheNiceSpaceship,
	   Please,PrettyPlease,PrettyPrettyPlease,NiceDino,GoodDino,
	   WithSugarOnTopAndACherryAndSomeWhippedCream,NiceDino,
	   GoodDino,SweetDino?
    
                             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


                              MAGNUS

         Blurr, get the Dinobots in the shuttle.


                              BLURR

         I'mTryingToGetThemInTheShuttleUltraMagnus,CauseIKnowWeCan'tLaunch
	   TillIGetThemInTheShuttleButICan'tSeemToGetThemInTheShuttleCause
	   They'reImpossibleImpossibleImpossible!


                           ULTRA MAGNUS
                                   
          Okay forget it. Kup, Hot Rod, you guys get the Dinobots aboard
          and get out of here!


                              HOT ROD

         Come on you big bozo, get in the shuttle.

    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 WHIPS BY
    
      
  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 - 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
    
    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.

    
    ON CYCLONUS AND HIS "WING" OF PLANES
    
    as they bank down toward RISING SHUTTLE FAR BELOW.

    
    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

Blurr blurs up ramp.  Arcee reaches the ramp as the shuttle takes
    off horizontally.

    
                           ULTRA MAGNUS

         Hurry!


                              DANIEL

         Wait Ultra Magnus, Arcee's still out there.


   Show her running alongside.

 
    
    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 - She makes it only through an incredible feat of strength and
    luck.
    
    Daniel is watching, terrified.
    
                              DANIEL (sighs)
                                   
         That was close.
    
    Concussion of Decepticon hit rocks the shuttle
    
                             SPRINGER
                                   
         Believe it or not, this is the fun part.
    
    ANGLE ON RUNWAY
    
    The Shuttle's rockets surge, melting the pursuing  Sweeps as the
    Shuttle hits the sky and soars upwards.
    
                                                 DISSOLVE TO:
                                                                 
    DEEP AND SERENE SPACE - ULTRA MAGNUS' SHUTTLE AND DINOBOT
    SHUTTLE
    
                       ULTRA MAGNUS (V.0.)
                                   
         Congratulations Autobots, we've lost
         them, so rest while you can.
    
    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 you
         had to use windshield wipers on your optic
         fibers....
    
                             GRIMLOCK
                                   
         (impatiently)
         Me, Grimlock, know all about wipers!
         Want to hear good part of story!
    
                              SWOOP (beating wings rapidly, excitedly)

         Good part, come Kup! Tell Swoop good part!
    
                               KUP
                                   
         Okay, okay, so the dust was really thick. And then this gigantic 
	  Ickyak came tromping and stomping down the mountain, flame 
	  spewing out of its nostrils, and I thought for sure...
    
    ON HOT ROD
    
    He is practicing sparring with a SPINNING AUTO-COMBATANT.
    
                             HOT ROD
                                   
         Hey Kup, don't you think we have better things to do now 
	  than tell old stories?
    
                               KUP
                                   
         Like what?
    
                             HOT ROD
                                   
         Like maybe figure out how we're going to rescue our friends 
	   and save Cybertron?


                              GRIMLOCK

         No, tell story!


                              DINOBOTS (various)

         Shhhh. Quiet. Tell story. We want to hear story. 
	  Tell story!
    
    Hot Rod looks briefly at the Auto-Combatant, sees its opening, and
    kicks hell out of it.
    
                          AUTO COMBATANT
                                     
         (mechanically, quickly)
         Time out, time out, time out!
    
    Suddenly, the shuttle rocks from impact and SPARKS and flames
    shoot out of a large hole in the wall ...
    
    ON ULTRA MAGNUS AT CONSOLE INTERCOM

    Steeled.
    
    ON GALVATRON ON "BRIDGE" OF FLAT TOP
    
    as he presses firing button
    
    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
                                   
         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 inverted polarities.
    
    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.
    
    ANGLE OUT THE  VIEWSCREEN
    
    Suddenly, the moleculon missiles reverse course and start coming
    back.
    
                                  
                          HOT ROD
                                   
         They're coming back!

    
    ANGLE ON THE MISSILES
    
    The missiles sidewind towards them, then their paths cross and
    BOOOM!
    
    Everything flashes white.
    
    ANGLE ON THE DINOBOT SHUTTLE

    They have detonated harmlessly.
    
    INT. THE DINOBOT SHUTTLE
    
    Kup and Hot Rod look forward, their eyes, blinking, as if
    strained.


                              HOT ROD

         Alright, we survived that.


                              KUP

         Yeah, but will we survive this?

    
    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.
    
    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.
    
                                                      CUT TO:
                                                                 
    GALVATRON PURSUING ULTRA MAGNUS' SHUTTLE.


                              GALVATRON

         Cyclonus, transform and attack.

      He does, into a jet, and nicks the shuttle.

     The other shuttle, is, of course, faring even worse.


DINOBOT SHUTTLE - CRASHING


                              KUP

         I can't control it.


                              HOT ROD

         We're gonna crash!

    
  SPACE - ANGLE ON THE SHIP
    
    As it explodes, flinging the Autobots inside down toward the
    Quintesson's planet.
 
                                                     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. Prepare for emergency separation.


                              PERCEPTOR

         That's too dangerous.


                              ULTRA MAGNUS

        What choice do we have?

    
                                                      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 the Matrix with them. 
    
    Suddenly, Galvatron's body begins to twist, and he writhes in
    pain.
    
                         GALVATRON (CONT)
                                   
         No, Unicron, why? Take me to Unicron, take me now! Aaaagh!
    
    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 let them detonate 3 quarters of the ship?
    
                             SPRINGER
                                   
         Seeing how they would have  detonated
         four quarters, I think it was a good choice.


                              ARCEE

         But how are we going to get there in this wreck?


                              ULTRA MAGNUS

         Perceptor, can you locate a place to set down for repairs?


                              PERCEPTOR

         Gamma waves in this region of space create marginal 
	   navigation probabilities ...

         (looks at Ultra Magnus, realizes he's overdoing it again,
             clears his throat)

         however, ahem, yes I believe I can - the planet of Junk is in
         this vicinity.


                              ULTRA MAGNUS

         Then let's go for it.

    
    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 cart-wheeling 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 ANGLE 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 - 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
    
                             KUP
                                   
         Hot Rod! Help me!
    
    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
    
    lowers his head and blows blast of air through head-piece.   The
    air blast clears the water , revealing Kup.
    
    ON HOT ROD AND KUP
    
    as Hot Rod kneels
    
                             HOT ROD
                                   
         Kup, Kup!


                              KUP

         Help ...


                              HOT ROD

         Kup, talk to me.

    
    CLOSE ON KUP'S HEAD
    
                               KUP
                                   
         (bubbling as he speaks)
         F-f-f-fix me.
    
                             HOT ROD
                                   
         Sure, Kup....right away!
    
    Hot Rod gathers up Kup's parts and carries him off and above water.


                                                 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
    
                           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.


                              ULTRA MAGNUS

         Say something, anybody!


    Longish pause.

    
                             SPRINGER
                                   
         (pulling himself free of hull wall)
         Remind me to give the Auto Pilot a raise...


                              ARCEE

          Daniel?
    
    Daniel creeps out from under Arcee and shakes bits of broken
    metal and dust off his shoulders.


                              DANIEL

         I... I'm okay.
    
                           ULTRA MAGNUS
                                   
         Let's try to salvage this thing.
    
    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?
    
                                  
                          SPRINGER
                                   
         It's rough out there, kid.
    
    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 was Spike's exo-suit.
    
                              DANIEL
                                   
         Dad's exo-suit, he told me all about 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.

                              ARCEE
                                   
         Now try to walk, come on you can do it.

    He suddenly starts moving rapidly backwards, then sideways, then
    forward, then bounces off
    walls...
    
                             SPRINGER
                                   
         Just think about what you want to
         do before you do it!
    
                              DANIEL
                                   
         It's kinda tricky, whoa, uhh!
    
    He suddenly flips back and forth oddly then regains his feet
    and leans way over against Arcee for support.
    
    She laughs and pats his shoulder.
    
                              ARCEE
                                   
         Keep on practicing, you'll get the hang of it.
    
    ON MAGNUS AT DOOR
    
    as he sends down RAMP and motions to the others curtly
    
                             ULTRA MAGNUS
                                   
         Come on, showtime'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.0.)
                                   
         (whistles)
         This must be the junk capital of the
         universe!
    
    LONG SHOT- DANIEL AND THE OTHERS
    
    as they start DIGGING for parts to repair their ship, dozens of
    sinister JUNKIONS begin to emerge from the junk to watch them. The
    leader, WRECK-GAR, is a great evil-looking type with a long red beard
    and moustache. He talks quickly and with an English accent. Scary
    fellow, and the weapons don't help either. He speaks to his fellow
    Junkions:
    
                                  
                         WRECK-GAR

         Stop thief! No welcome wagon "hello stranger!" with that good
	   coffee flavor for you.

    
                          OTHER JUNKIONS

  (in guttural, rusty, metallic rumble)         
         Yeah, yeah, or your money back!


                            WRECK-GAR (murderously)
                                   
         Offer expires while you wait. Operators are standing by...


    ZOOM IN on Wreck-Gar's big evil grin.

    
                                                      DISSOLVE TO:
                                                                 
    KUP AND HOT ROD ON THE RED DESERT SHORE OF THE ENERGY SEA
    
    Kup stands impatiently while Hot Rod reassembles him.
    
                             HOT ROD
                                   
         That does it. 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)
         Of all the circuit glitched diode blowing dim wittery... you left 
	   a piece out!

    
                             HOT ROD
                                   
         No way, you're just a little stiff.

    Kup cools off and tries to walk.
    
                               KUP

         (moving up and back, bending arms and hands, CREAKING, CLUNKING,
          SQUEAKING)
         Anyway, 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 Dinobots and get off this twisted planet.

    They transform.
    
    DISSOLVE TO:
    
    ANOTHER PART OF QUINTESSON
    
    Kup and Hot Rod drive along a swampy, marshy area.
    
    Suddenly, there are several loud gurgles, and we can see the
    shapes of something terrible emerging through the muck. They are forced
    to transform back.
    
    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.
    
    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-Graaagnah wheep ni ni bong?
    
    The Sharkticons look interested.
    
                           SHARKTICONS
                                   
          (GROWL VERSION OF THE SAME
          THING)
         Bah-weep-Graaaaagnah wheep ni ni bong...
    
                               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 same.
    
    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.


      The Sharkticons glare hungrily at them.


                            HOT ROD (to Sharkticons)
                                   
         No more.
    
                               KUP
                                   
         (gesturing)
         Empty.


    
      
    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 auto mode
    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.0.)
                                   
         Reminds me of the Niter Slave Mines on
         Golgonath Seven....
    
                             HOT ROD
                                   
         Every place reminds you of some place
         else.....
    
                            KUP (V.0.)
                                   
         Experience, lad.  You should learn to appreciate
         it.
    
                             HOT ROD
                                   
         A lot of good it's done us so far!


                              KUP

         Hey, what's going on over there?

    
    ON HOT ROD AND KUP

  as Hot Rod looks around and reacts sharply
    
    HIS P.O.V.- THE QUINTESSONS


                              INQUISITOR

         Has the imperial magistrate reached a verdict?

     Show the judge, a mechanical construct made up of several rotating
     heads, none pleasant. Actually there are five of them, giving the
     Quintesson name some actual significance.


                              JUDGE

         I have.


                              INQUISITOR

         Guilty or innocent?


                              JUDGE

         Innocent.


                              INQUISITOR

         Feed him to the Sharkticons.


                              VICTIM

        (as he is thrown off the plank) Aaaaaaaagh ...


                              JUDGE

         Hahahahahaha(change faces)hahahahahahaha
	   (change faces)hahahahahaha(change faces)hahahahahahaha...

    
    RESUME ON HOT ROD AND KUP
    
    as Sharkticons shove and prod them, JOLTING them into the holding
    pen and locking the gate.

                             HOT ROD
                                   
         (looking around)
         We've got to get a new travel agent.


                              SHARKTICONS

         Ba wheep graaaghna wheep ni ni bong.

    They are thrown into a dark cell.


                              HOT ROD

         What is this place?
    

    PAN FROM HIS P.O.V. - CELL
    
    as a figure moves forward slightly and speaks in a harsh, bass'o
    voice.  It is KRANIX.  We saw him in the first scene, escaping
    from his planet when Unicron ate it.
    
                              KRANIX
                                   
      The world of the savage Sharkticons and their cruel masters 
	the Quintessons. I am Kranix. My planet was destroyed by 
	Unicron.
    
                             HOT ROD
                                   
         Unicron?  Who's Unicron?
    
                              KRANIX
                                   
         A planet that devours everything in its path.
    
                               KUP
                                   
         So that's the monster's name.

    
    Suddenly, the Sharkticons roar in...


                              KRANIX

         No please, I'm the last (gagged by Sharkticons) No, no!
    
    All turn and look off, reacting as they grab
    Kranix and pull him back out the door.


                              HOT ROD

         Let him go! (runs into electrified bars) Aaaagh!
    
    ANOTHER ANGLE - INCLUDING THE LEAD QUINTESSON (INQUISITOR)
    
    as he points at Kup and Hot Rod
    
                            INQUISITOR
                                   
         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.
    
                         INQUISITOR
                                   
         Has the imperial Magistrate reached a verdict?


                              JUDGE

         I have.


                              INQUISITOR

         Guilty or innocent?

    
                              KRANIX
                                   
         Spare me this mockery of justice.

    
                            INQUISITOR
                                   
         I repeat, guilty ... or innocent?


                              JUDGE
                                   
         Innocent.


    ON KRANIX
    
    Suddenly, the Robot is dumped into a pit of teeming Sharkticons
    and there is a mad frenzy.


                              KRANIX

          Aaaagh ... !
    
    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:
                                                                 
    EXT. THE PRIMROSE PATH
    
    The Dinobots are attempting a search party. They step along the
    primrose path, not noticing as sinister things start to happen all
    around them.


                             SWOOP

         Me Swoop no see nothing.


                             GRIMLOCK
                                   
         Me, Grimlock, positive Hot Rod and Kup close!
    
      
  ANGLE ON THE GROUND - IN FRONT OF SLAG
    
    Suddenly, a section of stones drops 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!

    
    ANGLE ON GRIMLOCK
    
    He is about to pounce on Slag when a SQUEAKY, ODDLY CHILDISH VOICE
    speaks from 0.S.
    
                     SQUEAKY VOICE (WHEELIE)
                                   
         Friends find. Look behind.

    
    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
                                   
         You go wrong way, you fool I say!
    

    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.


                              GRIMLOCK

         Me Grimlock say, we on our way!

    The odd team walks toward the chamber as we cut to ...


    EXT. UNICRON
    
    Galvatron stands upon the demonic planet, in an extremely
    contorted position.
    
                            GALVATRON
                                   
         Unicron, 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, and the matrix destroyed!

    
                             UNICRON
                                   
         The matrix has not been destroyed.
         (pause)
         And Ultra Magnus lives, on the planet of Junk.  Stalk him.
         Tear him apart. And destroy the Matrix.


                             CUT TO:
                                   
                 DEEP SPACE - THE PLANET JUNKION
                                   
    ANGLE ON ULTRA MAGNUS' SHUTTLE
    
    as Arcee and Springer work on the ship, while Perceptor watches.
    
                            PERCEPTOR
                                   
         Make 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)
         AbsolutelyPositivelyDefinitly,IWouldn'tHaveItAnyOtherWay,AnyOther
	   WayAtAll!
    
    WIDE SHOT TO INCLUDE DANIEL
    
    carrying something enormous and heavy
    
                              DANIEL
                                   
         Whoa, this exo-suit's fantastic! I think I'm starting to get
         the hang of it.

    
    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, and like, go for the
         gusto....
         (stops as OMINOUS ROAR comes
          from overhead and he looks up)
    
    HIS P.O.V. - GALVATRON AND HUGE DECEPTICON FORCE
    
                         WRECK-GAR (V.0.)
                                   
         Hold on ...
    
    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 double back to the shuttle.
    
      
  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
                                   
         There goes the shuttle!
    
    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,Transform,YouCanDoIt,IKnowYouCanDoIT,YouCanDoIt!
         (TRANSFORMATION complete, he blurs off)
    
    Blurr GOES OFF 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....

     Nothing happens.

    
    HIS P.O.V.- SCAVENGER
    
    Coming at him from one side , Shrapnel coming from other side
    
    ON SCAVENGER
    
      
  as he starts reaching for Daniel
    
                            SCAVENGER
                                   
         Human germ!
    
    ON DANIEL

                         DANIEL

          Transform ...
    
    His Exo-Suit SUDDENLY TRANSFORMS INTO auto mode and takes off
    and drives through...
    
    ... SCAVENGER AND SHRAPNEL, knocking them over.
    
                          DANIEL (V.0.)
                                   
         Yeah! (laughs)
    
    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...
    
    ... 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.
    
    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. Ultra Magnus turns to see...
    
    THE OTHER AUTOBOTS
    
    several yards down the junk-lined corridor.
    
    
    ANGLE ON ULTRA MAGNUS
    
    He shoots at the junk walls.
    
                           ULTRA MAGNUS
                                   
         Make a break for cover. I'll try to unleash the power of 
	   the Matrix.
    
                           ALL AUTOBOTS
                                   
         Till all are one!


                           MAGNUS

         Till 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
                                   
         Open, damn it OPEN!
    
    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


                              GALVATRON

          Magnus, I want the Matrix.


                              ULTRA MAGNUS

         Never!
    
    Four sweeps fly  TOWARD CAMERA in formation.  Galvatron pops out
    a communication device from his helmet.
    
                            GALVATRON
                                   
         Sweeps, terminate him!
    
    ANGLE ON THE SWEEPS - TRACKING
    
    Four rays shoot out of them and...
    
    ANGLE ON GALVATRON


                              GALVATRON

         Die, die!


    ANGLE ON ULTRA MAGNUS AND THE SWEEPS
    
    He struggles for one last moment, then...
    
    ON ULTRA MAGNUS
    
    Magnus staggers briefly and then explodes. 

    
    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.


									CUT TO:

    EXT. SPACE - UNICRON

    Unicron is screaming ...    


                                                      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 INQUISITOR
    
                           INQUISITOR
                                   
         Before his imperial magistrate delivers a verdict, would 
	   you like to beg for your life? It sometimes helps, but not often.
    
    ANGLE ON KUP AND HOT ROD
    
    Kup turns to Hot Rod.
    
                               KUP
                                   
         I can't transform!
    
                             HOT ROD
                                   
         Keep trying.
    
                                  
                            INQUISITOR (V.0.)
                                   
         Silence, or you will be held in contempt of this court.
    
                             HOT ROD
                                   
         I have nothing but contempt for this court.
    
    ANGLE ON THE QUINTESSON JUDGE


                              INQUISITOR

         Guilty or innocent?


                              JUDGE

         Innocent.

    
    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...
    
    Then, he transforms to humanoid mode and shoots off Hot Rod's
    bolt.

    
    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
                                   
         Then 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 zoom round the tank of water they are in
    and are soon out of the water zooming around amongst the Sharkticons
    above.
    
                             HOT ROD
                                   
         Ha ha! Didn't even bend a fender.
    
                               KUP
                                   
         Yeah, but look.  There's a lot more of
         those cam dingin, 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 humongous 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.


Inquisitor: Execute them!


    SUDDENLY --
    
                         DINOBOTS (O.S.)
                                   
         (WAR WHOOP)
    
    ANGLE ON THE DINOBOTS
    
    They fly down and knock the door down over the Inquisitor.


                              SLAG

         'Scuse me.


    ASSORTED SHOTS OF DINOBOT CARNAGE
    
    SLUDGE  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 shishkebab 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
                                   
         Ha ha! I never thought I'd be so glad to see those bozos ...


    ANGLE ON GRIMLOCK
      
  He turns to Hot Rod.
    
                             GRIMLOCK
                                   
         Me Grimlock no bozo.  Me king!
    
    ANGLE ON QUINTESSON INQUISITOR
    
    He looks down angrily.
    
                          INQUISITOR
                                   
         Sharkticons!  Execute them.


    ANGLE ON GRIMLOCK
    
    He growls and stomps his foot.
    
                             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 soon be solved very shortly.
    
    ON HOT ROD
    
                             HOT ROD
                                   
         Yeah, but what about our problem? We need a ship.
    
    
                             WHEELIE
                                   
         You get ship, if I get 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 ship.
    
    ANGLE ON WHEELIE


                             WHEELIE

         Give stare over there.
    
    He points into the distance...
    
    WHAT WE SEE
    
    is the strangest looking corkscrew ship we've ever seen
    sticking out of the ground. They had assumed it a dilapidated building.
    
                             KUP
                                   
         That's a ship?


                              HOT ROD

         Who cares, as long as it flies.

                                                 DISSOLVE TO:
                                                                 
    JUNK
    
    The Autobots on Junk go up to the remains of Ultra Magnus.
    Devastation.
    
                              ARCEE
                                   
          (devastated) 
         Ultra Magnus...
    
    ANOTHER ANGLE - BLURR, SPRINGER, DANIEL AND PERCEPTOR
    
    as they move up beside Arcee.
    
                              BLURR
                                   
         WithoutTheMatrixThereIsNoHope,NoHope,NoHopeAtAll.


                              ARCEE

         First Prime, now Ultra Magnus. What do we do?


                              DANIEL

         Look!


    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.
    
 
    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-doo-ron-ron-ronny-mooo!
         (he charges)
    
    ON SPRINGER AND OUR FRIENDS
    
    as they react
    
    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
                                   
         And they're everywhere!
    
      
  HIS P.O.V. - PILES OF JUNK
    
      as Junkions arise out of every junk pile in sight and, gibbering,
      start moving in.

      Music is "Dare to Be Stupid," by "Weird Al" Yankovic. Why this is I
      can't imagine. The fight gets medieval and continues until a certain
      corkscrew-shaped shuttle starts to land, drilling into the planet.
      Wreck-Gar balks and stops his troops.


                              WRECK-GAR

         Steady as she goes mob, snoopy visitors get mud in the eye 
	   by and by. Film at eleven.


                         ARCEE
                                   
         It's Hot Rod!
    
                              DANIEL
                                   
         And Kup and the Dinobots! 

    
    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 HOT ROD
    
    as he steps up beside Kup and gently pushes Kup's rifle aside
    
                             HOT ROD
                                   
         Guns aren't exactly friendly.
    
                               KUP
                                   
         (through his teeth to Hot Rod)
         Neither are they in case you haven't noticed.
    
                             HOT ROD
                                   
         What was that Universal greeting again? Never mind, I remember.
         Bah weep graaaagnah wheep ni ni bong?
    
    WRECK-GAR AND OTHER JUNKIONS
    
    They look at one another.
    
                                  
                         WRECK-GAR
                                    
         Bah weep graaaahnah wheep ni ni bong?
    
                             HOT ROD
                                   
         (nodding, smiling)
         Bah weep graaaahnah wheep ni ni bong?
         (presses energon sticks forward)
    
    As Hot Rod says this...
    
    ... Wreck-Gar takes the energon sticks and ...

                             WRECK-GAR
                                   
         (to all Junkions)
         Bah weep graaaahnah wheep ni ni bong!
    
    ... all the Junkions smile and cheer and start chanting the
    universal greeting phrase, laughing, clapping their hands and
    dancing around, a square dance type gathering, moving back and forth
    with them dancing happily ... Music, now at crescendo, is again
    "Dare to Be Stupid." Oh, now I get it. Never mind.
    
    ON GRIMLOCK
    
    as he reacts to Junkion kissing his nose
    
                             GRIMLOCK
                                   
         Yuck! Me Grimlock, not kisser!  Me, Grimlock, king!
    

    WRECK-GAR
    
    as he stands and BANGS METAL CRATE CEREMONIOUSLY
    getting silence and smiling as he waves hands all around
    
                            WRECK-GAR
                                   
         Have a nice day! And please, close cover
         before striking, friends! 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 snippet of Japanese television ... puppets, a sort of ninja
    show, some music videos ...
    
                            WRECK-GAR
                                   
         T.V.! We talk T.V.  You talk some T.V.?
    
                               KUP
                                   
         I talk some TV. Er, "and now the news, don't touch that dial."
    
    JUNKIONS cheer wildly while the Dinobots react with uncertainty


                              ALL JUNKIONS

         Ba weep graaaghna wheep ni ni bong!

    
    RESUME ON WRECK-GAR
    
    as he points off and shouts happily.
    
                                  
                         WRECK-GAR
                                   
         By George kimosabes, your smashed up friend soon like brand new
         with ninety day warranty!
    
     HIS P.O.V.- JUNKIONS WITH ULTRA MAGNUS
    
    The Junkions move Ultra Magnus' mangled body into place, quickly
    piecing together his body parts.
    
    They lube him, dust him, spray him and polish him.
    Then, Wreck Gar hits a switch, and Ultra Magus' 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.
    
                       DANIEL
                                      
         Look, he's alive!

    
                           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 (inspired)
                                   
         No.
    
                              ARCEE
                                   
         Galvatron has it.
    
                             HOT ROD
                                   
         Where's Galvatron, where is he?


                             WRECK-GAR

         And the answer is ... Unicron.


                             HOT ROD

         Then we've got to destroy Unicron.

    
    ON WRECK GAR
    
    His eyes light up.
    
                            WRECK-GAR
                                   
        Yes friends! Act now - Destroy Unicron. Kill the grand poobah.
        Eliminate even the toughest stains.

    The Quintesson ship is in the BACKGROUND.
    
    
                            WRECK-GAR
                                   
         No fuss, no muss. Hurry hurry hurry.  Sale must end!  Rush
         right on down and test drive latest model with no obligation!

    
    ANGLE ON JUNK
    
    Suddenly, boosters  fire from the back side of the junk, and
    somewhere under all of the junk, we realize are real space ships.
    
                             WRECK-GAR
                                   
         New, improved Junkion planet, is sleek
         sexy import with turbo handling.


    ANGLE ON JUNKIONS
    
    They begin to chant, marching.


                              JUNKIONS

        Yes! Destroy Unicron, kill the grand poobah, eliminate even the 
	  toughest stains!

     The Junkions and Autobots board the shuttles, which then 
     leave Junkion.


    DISSOLVE TO:
    
    LONG SHOT- UNICRON
    
    as Galvatron stands on the surface of Unicron, holding the
    Matrix.
    
                         GALVATRON (V.0.)
                                   
         Unicron! Unicron! Answer me! See this, the Matrix - I 
	  now possess that which you most fear! You will do my bidding
	  or taste my wrath.

    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 had considered sparing your wretched little planet
         Cybertron, 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.

    
    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 its 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.

    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 Junkion ship and the corkscrew cruiser piloted by Hot
    Rod and Kup race through the dark void

    
    INT.  THE QUINTESSON SHIP - SAME TIME
    
    Hot  Rod, Kup, Springer, Arcee and Daniel as they also look
    through canopy, astonished

    
    THEIR P.O.V. - UNICRON Destroying CYBERTRON
    
                          HOT ROD (V.0.)
                                   
         Doesn't this remind you of anything, 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 before.


                              DANIEL

         What happened to Moonbase 2? Where's my dad?


                              HOT ROD

         That's what we're going to find out.

    
    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 the 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.0.)
                                   
         Junkion enamel. Resists fire, rain, and corrosion for up
         to 5 years, 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 its hands and...
    
    CLOSER
    
    ... tears it in half.

    EXT. SPACE
    
    Both halves of the Junkion ship act as independent space ships.

    
    EXT THE SPACE BATTLE
    
    As the Quintesson ship shoots toward Unicron's face.
    
    THE CRUISER
    
    Is suddenly struck by a flame 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!
    (Well, it couldn't crash through his eye any other way, being one,
    but an odd image for anyone who's ever had a corkscrew crash through
    their eye .. hopefully no one reading this now has, as it feels like
    this:)
    
                          UNICRON (V.0.)
                                   
         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
    
    He indicates an immense bank of tentacly ropes with pincers.
    
    ANGLE ON THE AUTOBOTS
    
                              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 Matrix!
    
    Then, suddenly two red, burning eyes light up above the matrix,
    and we see the 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
                                   
         Like it or not, we are allies now, against a common foe.
    
    ON GALVATRON
    
    Suddenly, his body is violently twisted, and his arms are almost
    broken off.
    
                            GALVATRON
                                   
         Uhhhh...
    
                             UNICRON
                                   
         Destroy him Galvatron, NOW, or you yourself will be obliterated.
    
                            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 crushing fist.
    
      
  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 0.S. towards the others.
    
                              DANIEL
                                   
         Help, 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
                                   
         Arcee, Kup!
    
    ANGLE ON THE AUTOBOTS
    
    It looks like Custer's last stand as they are surrounded by the
    vicious antibodies.
    
    Arcee fires...
    
    HER SHOT   - TRACKING
    
    Misses the Antibodies, but strikes a  large tube.
    
    ANGLE ON THE TUBE
    
    When it is hit, it pours forth 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 its 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, Spike comes rolling down, along with Spike, Jazz, Bumblebee
    and Cliffjumper!
    
                              DANIEL
                                   
                Dad!
    
    SPIKE
    
      
  He looks down, but can't move because he is held by massive
    pincers.
    
                              SPIKE
                                   
                 Daniel! ... Knock down the acid cover!


                              DANIEL

                 How?

    
    ANGLE ON SPIKE - TRACKING
    
    He looks down.
    
                              SPIKE
                                   
         Blast it, son!
    
                              DANIEL
                                   
         But I don't have a gun!
    
                              SPIKE
                                   
         Use your exo-suit. Hurry!
    
    ANGLE ON DANIEL
    
    He fires. The vat cover is crashing down.

    
    ANGLE ON THE ASSEMBLY LINE
    
    Spike and the rest drop into the vat.


    DANIEL
    
    turns around and sees this. He turns away, crying.
    
      
  Then...
    
                              SPIKE
                                   
         Daniel, you did it!


                              DANIEL

         (shuddering, astonished) Yeah, I-I did it...
    
                                                      CUT TO:
                                                                 
     INT.THE DARK CAVERN WITH GALVATRON AND HOT ROD
    
    Galvatron, the Matrix at his neck, stalks around the room.
    Looking everywhere for Hot Rod.
    
                            GALVATRON
                                   
         Come out, Autobot.  We all must die someday.
    
    Suddenly, shockingly, Hot Rod jumps out of the floor and grabs
    Galvatron, sinking his fist into the Decepticon's face.


                              HOT ROD

         Not today Galvatron.


    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
                                   
         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
                                   
         Die Autobot!
    
    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.

    
    INT. THE DARK CAVERN
    
    Galvatron still strangles Hot Rod.

    
                            GALVATRON
                                   
         First Prime, then Ultra Magnus, now you! It's a pity you 
	  Autobots die so easily, else I might have a sense of 
	  satisfaction now!


    ANOTHER ANGLE
    
    On Hot Rod, his hands, nearly dead, spring to life for a moment
    and grasps 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.
    
    ... He is shimmering with light ...

    
                       OPTIMUS PRIME (V.0.)
                                   
         Arise, Rodimus Prime.
    
                             HOT ROD
                                   
         Optimus...
    
    ANGLE ON GALVATRON
    
    He fires at Hot Rod as...
    
                            GALVATRON
                                   
         No!
    
    ... The shot flings the Matrix away ...
    
    ... But as for Hot Rod 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.


                              RODIMUS

         (Opening the Matrix) Now... light our darkest hour.

    Now, 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.
    
    Suddenly, every antibody in the wall begins exploding, and through
    the carnage, we see Bumblebee,  Spike, Daniel, Cliff jumper 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
                                   
         Spike, Daniel!


                              SPIKE

         Springer! ... What's going on?
    
    ANGLE ON ALL
    
    Suddenly, an entire wall vanishes as Unicron's hand tears at
    things.
    
                               SPRINGER
                                   
         No time to answer that now, lets get outta here!
    
    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.  We realize that it is Rodimus Prime.


                              DANIEL

         Look.

    
    ANGLE ON RODIMUS PRIME
    
                          RODIMUS PRIME
                                   
         Autobots, transform and roll out.


                               KUP
                                   
         I knew you had potential, lad!


    Rodimus Prime transforms into a huge hot rod car as the others
    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. He slips into his final destruction. We get to see
    and hear Unicron lose all power...


                              UNICRON

         Destiny... you cannot destroy... my destinyyyyyy ......

    And then...
    
    BANG!
    
    Unicron shatters and explodes into atoms.

    
    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.... Till all 
	   are one!
    
                               ALL
                                   
         Till all are one!
		Till all are one!
               Till all are one!


        DISSOLVE TO:
    
    EXT. SPACE - MUCH LATER
    
    The shattered head of Unicron orbits around the planet. (LOL)


       Roll metal Transformers theme again. Dance if you like.



 			VOICES (in alphabetical order)
			------------------------------

Kranix		Norm Aldene

Astrotrain		Jack Angel

Prowl
Scrapper
Swoop
Junkion		Michael Bell

Grimlock		Gregg Berger

Arcee			Suysan Blu

Devastator		Arthur Burghardt

Spike
Brawn
Shockwave		Corey Burton

Cyclonus
Quintesson Leader	Roger C. Carmel

Narrator		Victor Caroli

Quintesson Judge	Rege Cardic

Optimus Prime
Ironhide		Peter Cullen

Jazz			Scatman Crothers

Dirge			Bud Davis

Inferno		Walker Edmiston (where the devil did Inferno 
			feature in the movie, or Dirge for that fact?)

Perceptor		Paul Eiding

Blitzwing		Ed Gilbert

Bumblebee		Dan Gilvezan

Wreck Gar		Eric Idle

Blaster		Buster Jones

Scourge		Stan Jones

Cliffjumper		Casey Kasem

Starscream		Chris Latta

Daniel		David Mendenhall

Scavenger		Don Messick

Blurr			John Moschitta

Hot Rod
Rodimus Prime	Judd Nelson

Galvatron		Leonard Nimoy

Shrapnel		Hal Rayle

Kickback		Clive Revill

Bonecrusher
Hook
Springer
Slag			Neil Ross

Ultra Magnus	Robert Stack

Kup			Lionel Stander

Unicron		Orson Welles

Soundwave
Megatron
Rumble
Frenzy
Wheelie
Junkion		Frank Welker


	Original Concept by Floro Devy


 Transformers, Autobots, Decepticons, the Autobot & Decepticon insignia,
	 all comic and TV Characters are copyright of Hasbro inc.



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