Transformers: Retaliation

(Printed with an unregistered version of Fade In)

TRANSFORMERS RETALIATION

by Luis Filipe

Based on Hasbro's Transformers Action Figures

Copyright © 2018 This is a fan script luisfilipearaujo13@gmail.com

(Printed with an unregistered version of Fade In)

FADE IN: EXT. CYBERTRON - OUTER SPACE OPEN ON a shining metal, technological world ten times bigger than Earth.

Unlike our planet, Cybertron does not have any traces of nature. It is a massive, metallic sphere hovering in space graced by TWIN MOONS. LEGEND: “CYBERTRON, HOME PLANET OF THE TRANSFORMERS” EXT. CLOUDY SKY - CYBERTRON - NIGHT FLYING through dark-gray clouds as a not-so-distant SOUND of gunfire echoes in the air, increasing more and more.

Gradually, the clouds settle looming miles below an ARMED CONFLICT taking place.

EXT. ENERGON REFINERY - CYBERTRON - NIGHT [NOTE: All the dialogues in Cybertron or written in italics means that the conversation is in their ALIEN LANGUAGE, SUBTITLED.] There, a group of AUTOBOTS are engaged in an intense warfare against another group of DECEPTICONS. The combat feels real and brutal. It's as if we're watching a Saving Private Ryan scene, but with giant robots instead.

Soldiers of both factions are shoot down at all times, adorning the ground with their bodies.

On the Autobots side we have: ULTRA MAGNUS. The current leader of the Autobots in Cybertron. The perfect soldier who follows all the rules without hesitation.

He runs through the place barely escaping from the Decepticons shots, taking cover behind a metal barrier where there is CLIFFJUMPER. The charismatic lieutenant of the resistance.

He maintains a barrage of fire alongside HOT ROD, the most hyperactive and independent of the group.

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Although the Autobots are winning that battle, the Decepticons' firepower is even more powerful and Ultra Magnus knows that.

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

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

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

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

Hot Rod shakes his head, clearly outraged by that Magnus decision.

ULTRA MAGNUS (CONT'D) (into comm) Arcee, any status about our air support?

CUT TO Elsewhere in the refinery, ARCEE fights bravely alongside some more Autobot soldiers. She is the female member of the team, smaller but deadly.

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

ULTRA MAGNUS (V.O.) Hold on the safe distance, they can arrive at any time.

ARCEE Roger that.

Suddenly, a Decepticon BOMBSHELL hits an Autobot soldier SEVERING a leg off. He tumbles, agonizing.

Without thinking twice, Arcee runs up to the wounded soldier and starts dragging him toward the cover as she shoots the Decepticons with the other hand.

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

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

Off Arcee, disappointed with herself for not having saved a companion...

CUT TO On the Decepticon side of the field, we have the leader SCORPONOK shielding himself behind his foot-soldiers.

SCORPONOK (shouting) We are Decepticons! Whatever we want we take to ourselves and eliminate all who oppose it!

In addition, there is also the sinister and mysterious SOUNDWAVE. Unlike most Cybertronians, he has no features but a display instead of a face, making him more frightening.

Completing the Decepticon team we have MOTORMASTER and his STUNTICONS: HEATSEEKER, WILDBREAK, DRAGSTRIP e SLASHMARK. ON ULTRA MAGNUS, CLIFFJUMPER AND HOT ROD When it looks like the Decepticons are going to turn the tide in their favor, a familiar voice sounds in Magnus' comm: JETFIRE (V.O.) Jetfire and Air Raid reporting to duty. Sorry for the delay.

ULTRA MAGNUS Where the hell were you?

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

ULTRA MAGNUS All right, bring the rain. (into comm) Arcee, we have the air strike.

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CLIFFJUMPER Let's hope the refinery resists.

ON ARCEE After hearing the warning from Ultra Magnus, she turns to her fellow Autobots there: ARCEE Air strike!

ON THE DECEPTICONS As everyone continues to fervently fire on the Autobots, Soundwave's face-display detects two bogeys approaching in the sky.

He turns to Scorponok, who keeps shouting at his men to inspire them.

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

SCORPONOK Are you sure?

Yes.

SOUNDWAVE

Scorponok JITTERS before that information. All that posture of leader disappeared in the blink of an eye.

SOUNDWAVE (CONT'D) What are your orders?

That is the question which Scorponok feared, because he has no idea how to react. He tries every moment to disguise his nervousness.

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

And so Scorponok runs in the opposite direction of the battle, leaving his team behind. The Decepticons glance at him confused as Scorponok flees.

Motormaster sees all that scene indignantly.

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

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

Like Scorponok, Soundwave begins his escape. Motormaster spots in the sky the Autobots aircraft about to attack.

MOTORMASTER Stunticons: retreat! Now! Motormaster and his tactical group move off as fast as they can, following Soundwave.

EXT. SKY OVER ENERGON REFINERY - NIGHT The couple of jets JETFIRE and AIR RAID fly side-by-side a few feet above the large refinery.

JETFIRE All right Air Raid, it’s showtime.

UNDERNEATH both jets, the door of a compartment SLIDES open by pouring... ... TONS OF BOMBS toward the Decepticons.

EXT. ENERGON REFINERY - CYBERTRON - NIGHT The infantry Decepticon notes the bombing but it is too late. Jetfire and Air Raid STRAFE right upon the enemies.

The numerous bombs lift not only dust but also hewed pieces of several Decepticons hit by the explosion.

Meanwhile, the Autobots remain crouched behind their cover while the shells PUMMEL the ground a few feet from them.

Moments later, the bombing finally calms down leaving only a cloud of dust and smoke at the spot of the strike.

A beat. Everything is quiet now. The Autobots leave their covers, moving forward as the smoke disperses. Only now do we realize that the refinery was also hit, the Decepticons were very close to it.

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

The Autobot team spreads through the area, past the Decepticons who are now chunks all over the ground. And Arcee goes into the refinery alone.

HOT ROD If you'd let me try to do it my way, I could have killed their leader and did not risk the refinery.

ULTRA MAGNUS And you'd probably be in the middle of those bodies too, Hot Rod. You do not have to do it all alone, we're a team.

AUTOBOT (O.S.) Commander Ultra Magnus!

Ultra Magnus turns around to an Autobot in the distance, standing next to a Decepticon who survived the bombing.

AUTOBOT I found one, alive.

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

ULTRA MAGNUS I'll take it from here.

The Autobot soldier walks away. Magnus and Hot Rod stand around the Decepticon, who is lying on the floor half-dazed but conscious.

HOT ROD Let's end his suffering.

Without hesitation, Hot Rod transforms his right hand into an ENERGY CANNON aiming at the Decepticon's head, ready to execute him.

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

ULTRA MAGNUS No. We are not executors.

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

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

The two robots stare into each other eyes in a tense silence. Hot Rod clearly pissed off by his look. Cliffjumper joins them after noticing the discussion.

CLIFFJUMPER Am I missing something interesting here?

ULTRA MAGNUS (eyes locked on Hot Rod) Cliffjumper, handcuff the prisoner and prepare him for transportation.

Maybe he has something useful to tell us.

Okay then.

CLIFFJUMPER

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

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

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

HOT ROD And neither do we.

Hot Rod heads off from the others, not happy as things have settled there.

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One of the Autobots soldiers TRANSFORMS into a CARGO TRUCK. Cliffjumper places the surviving Decepticon - now handcuffed - inside the back compartment. As he shuts the doors CUT TO: EXT. ROADWAY - CYBERTRON - NIGHT In vehicle mode, the Autobot team drives down the roadway with Ultra Magnus in the lead.

The road crosses large cities along the way revealing a WAR-TORN Cybertron in all directions. There is an EERIE silence around.

The Autobots travel by what were once vivid, glorious cities in the past. But now, they are just skeletal frames ravaged by an endless war.

EXT. GATE OF IACON - CYBERTRON - NIGHT Huge walls that stretch as far as the eye can reach mark the presence of a glorious city beyond them.

AUTOBOT SENTRIES sight Ultra Magnus and the others approaching. One of them signals, and then... ... A LOUD ENGINE RUNNING NOISE. A MASSIVE and bulky gate starts to open slowly due to its extreme weight. Ultra Magnus and his team cross it into the city.

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

LEGEND: “IACON, CITADEL OF THE AUTOBOTS” The Autobots convoy rolls through the city streets toward their headquarters in downtown.

EXT. ENTRANCE - AUTOBOTS BASE - NIGHT The gates automatically open allowing passage to Ultra Magnus and his team. They get in the property and park right away.

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Everyone transforms into robot mode again, less the truck that carries the Decepticon prisoner. Cliffjumper opens the back doors of the truck and pulls the Decepticon out.

CLIFFJUMPER What shall we do with him, Commander?

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

CLIFFJUMPER (to the Decepticon) You heard, move on.

ARCEE Do you accept a company?

Of course.

CLIFFJUMPER

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

CLIFFJUMPER (grins) You know me so well.

They escort the prisoner into the base.

INT. HALLWAY - AUTOBOTS BASE - NIGHT Ultra Magnus and Hot Rod stride down the metal hallway.

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

ULTRA MAGNUS We already talked about this, Hot Rod. HOT ROD And you do not seem to hear me.

Those bastards destroyed my city... my friends... I just want to retaliate on the same level.

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

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

INT. OPERATIONS CENTER - AUTOBOTS BASE - NIGHT A large room filled with dozens of TECHNICIAN AUTOBOTS manning their stations on holographic screens. All focused and busy.

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

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

He talks with PERCEPTOR, the chief scientist of the Autobots, who holds a kind of TABLET while talking to Kup. As Ultra Magnus and Hot Rod come in, they are greeted by another Autobot: SIDESWIPE. He and Magnus shake hands.

SIDESWIPE Nice to see you again, Commander.

ULTRA MAGNUS Same to you, Sideswipe.

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

SIDESWIPE So, how was the mission today?

HOT ROD You do not want to know.

Kup and Perceptor stop their personal conversation as they notice Ultra Magnus approaching.

PERCEPTOR Oh, there he is.

ULTRA MAGNUS Perceptor. Kup.

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KUP Commander. Apparently the mission was a success.

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

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

ULTRA MAGNUS Great. What about Optimus?

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

PERCEPTOR I checked our signal and it's fine.

Probably the Ark was badly damaged in the landing, or anything else.

Hard to know at this point.

ULTRA MAGNUS Keep trying, we can not lose hope.

They are still out there.

We will.

KUP

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

EXT. EARTH - OUTER SPACE Our blue world hanging in the infinite darkness of space like a graceful marble.

EXT. SERIES OF SHOTS AROUND THE AMERICA - DAY On a CITY FREEWAY, cars, thousands. Jammed bumper to bumper.

And one of them could be a Transformer...

In a METROPOLIS, more miscellaneous cars filling the streets. People walking the sidewalks following their lives...

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On another DOWNTOWN, crowded traffic, several horns constantly ringing all over the place...

CUT TO: EXT. CITY STREET - DAY In a quieter street without much traffic... ... A DODGE CHARGER SXT POLICE CRUISER pulls into frame slowly, almost to stop. Meet the new PROWL. That’s when we hear a familiar voice: WHEELJACK (V.O.) I got the new location. Sending coordinates now.

Right after that, Prowl ACCELERATES UP screeching tires as he SPEEDS out of our view.

EXT. SKY - DAY THE ARK makes its way sweetly through the cloudy sky.

INT. BRIDGE - THE ARK - DAY Inside, the engineer WHEELJACK works hard at his console, eyes focused on the holographic screen.

RATCHET walks up to behind him.

RATCHET Please tell me you have good news this time.

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

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

WHEELJACK Well, let's hope our friends find out.

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RATCHET Optimus already know the location?

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

EXT. DESERT HIGHWAY - NEW MEXICO - DAY Racing through the highway, an old well-known RED KENWORTH CAB OVER - it’s OPTIMUS PRIME. Following right behind Optimus’ tail, a RED PICK-UP TRUCK at high speed - IRONHIDE. LEGEND: “NEW MEXICO” EXT. DESERT HIGHWAY - OREGON - DAY At top speed, Prowl follows his route to Wheeljack’s coordinates. Suddenly, a horn sounds as if it had hailed Prowl.

REVEAL a yellow 2017 VOLKSWAGEN BEETLE rushing behind Prowl - BUMBLEBEE. Prowl honks in reply.

LEGEND: “OREGON” EXT. LOS ALAMOS NUCLEAR PLANT - NEW MEXICO - DAY A black smoke tower rises from the facility to the skies.

Nuclear plant WORKERS run away scared like hell.

INT. LOS ALAMOS NUCLEAR PLANT - NEW MEXICO - DAY Three new Decepticons are in there: BONECRUSHER, LONG HAUL and SCAVENGER. They are members of the CONSTRUCTICONS. Scavenger totes a huge HIGH-TECH BOX-LIKE DEVICE. A Cybertronian artifact with some semi-transparent sides.

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

As he steps closer the power core, Scavenger plugs a cable in there that begins to DRAIN nuclear power from the plant.

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But the Cybertronian box is not only draining, it is also converting that nuclear energy into ENERGON. EXT. DESERT HIGHWAY - NEW MEXICO - DAY Optimus and Ironhide are heading to Los Alamos plant. CAMERA PULLS BACK from both Autobots, rising up.

Camera continues ascending, pulling away from the ground faster and faster to EXT. SKIES ABOVE LOS ALAMOS NUCLEAR PLANT - CONTINUOUS Where a FIGHTER JET in a blueish tinge patrols the skies around the nuclear plant. This is THUNDERCRACKER. Another Decepticon.

He spots Optimus and Ironhide on the move.

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

EXT. SKIES ABOVE HIGHWAY - OREGON - DAY ANOTHER FIGHTER JET - this one black and imposing - flies unnoticed following Bumblebee and Prowl high above them.

This is SKYWARP, Thundercracker’s brother.

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

THUNDERCRACKER (V.O.) Understood.

EXT. HARRISON NUCLEAR POWER PLANT - OREGON - DAY More workers running PANICKED. INT. HARRISON NUCLEAR POWER PLANT - OREGON - DAY Here we see the other trio of Constructicons: HOOK, SCRAPPER and MIXMASTER. Like the other three from Los Alamos, these also use a converter box to drain power from the plant.

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EXT. DESERT HIGHWAY - NEW MEXICO - DAY In the distance, Optimus and Ironhide are already able to see the nuclear power plant.

EXT. SKIES ABOVE HIGHWAY - NEW MEXICO - DAY Thundercracker U-turns, lowering his altitude and setting up his MISSILES. Then, he FIRES. EXT. DESERT HIGHWAY - NEW MEXICO - DAY Still in vehicle mode, Optimus and Ironhide SHUNT off the road as the missiles HIT the highway.

The explosions OVERTURN some of the civilian cars that were passing there at that moment.

The two Autobots TRANSFORM into robot mode already assuming battle pose, both drawing their ENERGY WEAPONS as Thundercracker ROARS past above their heads.

IRONHIDE Is Starscream here too?

OPTIMUS It’s not him.

Thundercracker maneuvers towards the Autobots again, this time raining down MACHINE GUN FIRE, which TEARS through the ground.

Optimus and Ironhide have no choice but to make an evasive maneuver, narrowly escaping the rounds.

EXT. DESERT HIGHWAY - OREGON - DAY Bumblebee and Prowl do not notice Skywarp in the sky coming towards them until he fires a barrage of missiles.

BUMBLEBEE Prowl, watch out!

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

The Autobot duo transforms into robot mode, skidding feet on the pavement. Prowl draws his energy weapon.

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

All right.

BUMBLEBEE

Bumblebee starts to run toward the plant, leaving Prowl behind with Skywarp.

The Autobot opens fire skyward. However, Skywarp is fast and swerves with quick aerial maneuvers, making Prowl miss all the shots.

Damn it!

PROWL

INT. HARRISON NUCLEAR POWER PLANT - OREGON - DAY With an almost complete drainage, the box emits a bluish energy glow from the Energon.

The Constructicons wait anxiously. They hear the sound of explosions and shots outside.

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

Then the drainage finally ends. The entire plant BLACKOUTS. Hook unplugs the box from the power core.

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

The trio leaves.

EXT. DESERT HIGHWAY - NEW MEXICO - DAY While Optimus and Ironhide are exchanging shots with Thundercracker... ... Ironhide notes that the nuclear power plant has also suffered a blackout. And he realizes.

IRONHIDE Prime, the Decepticons got the energy.

Go!

OPTIMUS

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Ironhide rushes toward the plant to try to reach the Decepticons, leaving Optimus with Thundercracker.

In the sky, Thundercracker skillfully dodges Optimus' energy blasts. He retaliates with his machine gun.

Thundercracker’s hail of gunfire rips along the earth toward one of the overturned civilian cars on the highway where a man tries to pull his wife out of the vehicle.

Immediately, Optimus SPRINTS as fast as he can for those defenseless humans.

When it seems that the machine gun will hit them, Optimus SHIELDS the man and his wife with his own body, taking all the shots FULL ON. OPTIMUS (CONT'D) Are you all right?

The man stares at Optimus with wide eyes, MESMERIZED. But not in total fear.

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

OPTIMUS Stay hidden.

EXT. LOS ALAMOS NUCLEAR PLANT - NEW MEXICO - DAY Bonecrusher, Long Haul and Scavenger - who takes along the Energon box with self - exit the nuclear plant ready to go away.

But Bonecrusher notes Ironhide coming toward them. His killing instinct makes him want to shoot down Autobot right there.

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

Even though Bonecrusher does not like it, he gives up attacking Ironhide and joins the others to leave.

ON IRONHIDE -

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After realizing that the Constructicons are turning into vehicles to escape, he points his assault rifle to stop them.

A TERRIBLE WHISTLE draws his attention. Ironhide whirls to a flurry of MISSILES from Thundercracker showering toward him.

Shit.

IRONHIDE

BOOM. BOOM. BOOM. The missiles detonate as if it were a bombardment, knocking Ironhide to the ground.

BEAT as the Autobot recomposes himself. He looks through the smoke Thundercracker and the Constructicons departing together.

Optimus reaches up Ironhide and helps him to stand.

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

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

IRONHIDE (scanning Optimus) You look bad.

OPTIMUS We both. (into comm) Wheeljack, prepare the GroundBridge. We are coming back.

WHEELJACK (V.O.) Affirmative.

EXT. HARRISON NUCLEAR POWER PLANT - OREGON - DAY Hook, Scraper and Mixmaster get out the facility - with Scraper carrying the Energon box.

But they are targeted by ENERGY FIRE coming out nowhere.

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

MIXMASTER It’s the Autobot!

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The three Decepticons transform their hands into ENERGY CANNONS, initiating an exchange of shots with BB. ON PROWL Reloading his weapon. When he's ready to shoot again, it's too late - Skywarp has already fired missiles at him.

Prowl runs for his life as the missiles PUMMEL his surroundings in a row of blasts, which THROW the Autobot to the ground leaving him stunned.

ON BUMBLEBEE AND THE CONSTRUCTICONS They are slowly destroying the power plant with their shots.

However, Bumblebee gets hit from behind by Skywarp’s machine gun who overflies him.

Hook takes advantage of that distraction and sends an energy shot into Bee’s chest, knocking him off his feet.

HOOK He’s down, it’s our chance!

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

WIDEN TO REVEAL EXT. ROCK SHELF ON DESERT - OREGON - DAY Camouflaged amidst some rocks is a SKYWATCH SNIPER on position, wielding a rifle ready to shoot.

SKYWATCH SNIPER Target on lock. Proceeding to shoot.

SKYWATCH CENTRAL (over radio) Copy that.

RIFLE SCOPE POV: At the nuclear plant, Scrapper and Mixmaster transform into vehicle mode - a FRONT-LOADER and a CEMENT MIXER, respectively - while Hook keeps firing.

After a short beat - the sniper shoots a single TRACKING BULLET that -

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EXT. HARRISON NUCLEAR POWER PLANT - OREGON - DAY - PINS discretely on Hook's thigh seconds before he transformed into a CRANE TRUCK. He speeds away with the others without noticing the tracker.

Meanwhile, Bumblebee remains hidden behind a pile of debris, injured in the shoulder. He watches the Decepticons fleeing, as does Skywarp.

Prowl joins him.

PROWL Bee, you've been hit!

BUMBLEBEE I'll be fine. The bastards managed to escape.

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

EXT. ROCK SHELF ON DESERT - OREGON - DAY After seeing Bumblebee and Prowl together there, the Skywatch Sniper assumes his position again.

RIFLE SCOPE POV: He takes aim at the Autobots, but before he can shoot, Bumblebee and Prowl turn into vehicles, racing off there as well.

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

EXT. SKYWATCH HQ - DAY In the middle of nowhere in the desert, a barbed-wire fence rings a COMPOUND of hangars. Armed soldiers monitor everything in WATCHTOWERS. LEGEND: “SKYWATCH, CENTER OF DEFENSE ANTI-TRANSFORMER” The place is ornamented with the most modern military apparatus: vehicles, tanks, aircraft, weapons etc.

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A Jeep steers across the base conveying MAJOR SPIKE WALLACE in the passenger seat. As the car stops, Spike hops out it heading for the main hangar.

INT. SKYWATCH HQ - DAY Spike walks in the large hangar-like room. An elevated walkway spans 180 degrees around. A WIDE DISPLAY PANEL dominates the scene.

In there it’s a bustling hive of activity - many SKYWATCH OFFICERS prowling here and there really busy.

VOICE (O.S.) You’re late.

Spike tilts his head up, from where the voice came, finding there on the walkway his friend SERGEANT JOE HENDERSON. SPIKE I'm sorry, I did not know you were my nanny now.

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

Spike takes a SMALL SERVICE LIFT up and proceeds to the center of the walkway, where he and Joe shake hands.

Then, they start to walk.

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

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

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

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

SPIKE About four hours ago, power plant in Oregon Luckily we managed to on the scene in time, Transformers flew.

a nuclear was attacked. get a sniper before the

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

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

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

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

JOE We’re working on it, sir.

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

SPIKE Progressing better than ever, sir.

INT. SCIENCE DIVISION - SKYWATCH HQ - DAY In another section in Skywatch's main building, Spike and Joe enter the large laboratory packed with scientific equipment.

22.

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23.

The sprawling lab spread over two floors vertically. Most of the activity happens on the level below, where it works more like a workshop.

SCIENTISTS and ENGINEERS in white coats are scattered on all sides focused on different jobs. DOCTOR WESTON - Skywatch’s chief scientist - welcomes Spike and Joe. SPIKE Doctor Weston.

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

SPIKE It's good to hear it.

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

Inside a glass-walled room, scientists work hard at an E.M.P. BOMB - its design is a fusion of human technology with Cybertronian technology. Dr. Weston, Spike and Joe behold it.

JOE Wow, it’s huge.

Indeed.

DOCTOR WESTON

SPIKE I must remind you that we have no room for failures here, Dr. Weston.

This thing needs to work when the time calls.

DOCTOR WESTON Do not worry, Major, I'm focusing all my attention on this project.

When it gets ready, the EMP will shut down any life form moved with Energon.

Joe walks over to the banister of that floor, his eyes caught by something beyond the camera. He stares as Spike and Dr. Weston flank him.

JOE How ironic is that? We gonna defeat them with their own technology.

(Printed with an unregistered version of Fade In)

24.

REVERSE ANGLE REVEALS what they all see MEGATRON! In fact, his lifeless body held in that hangar.

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

Several scientists swarm him on scaffolding, studying that alien body in all known ways. Some metal plates have been removed for some time, and more are being removed now.

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

DOCTOR WESTON (grins) Come with me.

JUMP CUT: Still in the lab, Dr. Weston enters an access code on a wall panel. Seconds later, a door whooshes open revealing... ... A CRASH-SUIT. An advanced high-tech exoskeleton specially built for combat, also blending Cybertronian technology with the human’s. About the size of Bumblebee.

DOCTOR WESTON (CONT'D) The new suits have been improved according to your requirements. We assign the weight to make it more tactical.

SPIKE Good. I fear they will be used soon.

EXT. LAS VEGAS - VARIOUS - DAY Casinos rise above plains. A million plus people move about the city. The Sin City gleams under the blazing sun.

CUT TO: EXT. LAS VEGAS STREETS - CONTINUOUS FOLLOWING A BIKER racing through the traffic. Whoever it is, he shows great skills on that old bike, which RUMBLES and SPUTTERS, but still wheel.

REVEAL the person manning that handlebar: VERITY CARLO. Our young woman remains as graceful as ever.

(Printed with an unregistered version of Fade In)

25.

But she is not just strolling around the city, but wanting to get to a place in a hurry... ... at a humble PIZZERIA. Verity parks, leaps off and runs into the establishment.

INT. VEGAS PIZZERIA - DAY Verity hurtles into the shop, out of breath, frantic. MR. HODGES, the owner, shoots her a deprecating look. Typical.

MR. HODGES Tell me, Verity, do you have any watches at home?

VERITY I’m sorry Mr. Hodges, I’m really sorry. The alarm clock was out of battery, I forgot to buy some new ones and -MR. HODGES (interrupting) Ten minutes ago I received a full order. All the other delivers are already rolling around doing their job, so you're the only one now.

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

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

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

JOB MONTAGE: Throughout the entire day we accompany Verity into her work routine delivering Pizzas. She zigzags through the traffic, riding that bike as if she were going to crash at any moment. She makes the delivery; back to pizzeria to pick up more orders; delivery to the recipient; back to pizzeria to get more orders; delivery; and so on over and over again.

(Printed with an unregistered version of Fade In)

26.

EXT. VEGAS PIZZERIA - NIGHT At the end of the night, Verity starts her bike while Mr. Hodges closes his shop.

MR. HODGES Don’t forget the batteries.

She just gives him a nod and drives off.

EXT. LAS VEGAS STREETS - NIGHT Exhausted after a hard day, Verity rides more calmly back to her home. She’s about to cross an intersection when SUDDENLY... ... A CEMENT MIXER TRUCK WHOOSHES PAST a few inches from Verity, narrowly smashing her.

Verity STARTLES and jams the brakes, dropping to the ground in the process. Coming right behind the mixer: a DUMP TRUCK and a FRONT-END LOADER. The trucks make their way as if Verity did not exist. She stands, indignant with that.

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

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

EXT. VERITY’S APARTMENT BUILDING - NIGHT A grand, ancient building. Verity enters.

INT. HALLWAY - VERITY’S APARTMENT BUILDING - NIGHT With slow, heavy steps, Verity emerges from the staircase, walking down the hall to the door of her home.

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

INT. VERITY’S APARTMENT - NIGHT After turning on the lights, Verity lands on the worn sofa and begins to remove the shoes. Only now does she realize that her knee is scratched by that motorcycle fall.

(Printed with an unregistered version of Fade In)

Great.

27.

VERITY

Off Verity, hanging her head...

EXT. SKY - NIGHT NEMESIS. The massive Decepticon flagship flies across the sky like a menacing shark.

INT. LAB - NEMESIS - NIGHT SHOCKWAVE lies motionless on a metal table. He has been fully restored from the inside out.

Around him, RUNABOUT and BRAWL make preparations to bring Shockwave back to life. They connect several cables and wires to that body.

In the meantime, STARSCREAM watches everything impatiently.

STARSCREAM Can you hurry up with that?

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

STARSCREAM Beware of the words you choose to speak to your master.

Runabout fits the last cable into Shockwave’s spark.

RUNABOUT I think we’re ready.

Brawl steps up to a console, then types.

BRAWL Preparing body to Energon recharge.

As Brawl taps a button on the console... ... the machinery around Shockwave lights up. The cable in his spark is connected to an ENERGON CUBE, which begins to glow more and more intense.

BRAWL (CONT'D) Initiating energy transfer.

(Printed with an unregistered version of Fade In)

28.

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

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

Tendrils of energy swirl Shockwave’s body, causing him to SHAKE hard over that table.

STARSCREAM (to Brawl) Tell me this is normal.

But Brawl shows him a confused look.

And SUDDENLY... ... everything simply STOPS. Shockwave stops shaking. The Energon cube is completely empty. The three Decepticons wait, but... nothing.

RUNABOUT Did it work...?

All eyes turn to Brawl.

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

Starscream takes cautious steps closer to Shockwave. He stands beside him, trying to find some sign of life but Shockwave is still off as before.

Starscream’s wrath erupts: STARSCREAM Nice job, “doctor”, now we have one year of waiting ended in nothing!

The whole mission was thrown in the hole, everything we've done so far!

Now I will have to go back to Cybertron and...

But AT THIS MOMENT - Shockwave’s single EYE irises OPEN, glows RED. Starscream only notices what is happening when Shockwave CLUTCHES his throat hard, interrupting his speech.

Runabout and Brawl get on ALERT, aiming their weapons at Shockwave as he gets up from the bed, still holding Starscream.

(Printed with an unregistered version of Fade In)

29.

Feeling confused and besieged, Shockwave points his menacing cannon - which is his left arm - to the other two Decepticons, threatening to shoot.

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

Shockwave’s head turns to Starscream.

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

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

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

STARSCREAM (CONT'D) Yeah, that’s it.

Shockwave releases Starscream and lowers his cannon.

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

Beat as Shockwave reflects on everything that is happening now. Then, he turns to Starscream again.

SHOCKWAVE Where is Megatron?

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

Starscream expects Shockwave to greet him as his new lord, but he remains silent just staring.

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

(Printed with an unregistered version of Fade In)

30.

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

STARSCREAM Huh... okay then, sounds good. How long will this take?

Shockwave walks past Starscream and leaves the lab without saying a word.

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

EXT. KOLKULAR - CYBERTRON - DAY The site of the great Decepticon command fortress, located far from any big city of Cybertron. Its perimeter is patrolled by armed guards always attentive.

LEGEND: “KOLKULAR, KAON DISTRICT” INT. THRONE ROOM - KOLKULAR - DAY A crowd of Decepticons are gathered in the great hall.

Everyone talking to each other on several different subjects.

The door swings open. Soundwave comes in, walking across the room. As he passes by the other Decepticons, we hear a little of what they talk about: DECEPTICON #1 -- this became a huge mess after Lord Megatron's death...

DECEPTICON #2 Do you have any idea how many of us died under Scorponok's leadership?

The Decepticons will end if they continue like this.

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31.

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

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

DECEPTICON #3 Do you prefer Scorponok?

Soundwave stops in a corner of the room, just watching.

A moment later, BLITZWING - Scorponok’s right arm - emerges on the throne altar and turns to the crowd.

BLITZWING Attention all of you here present!

Everyone turns to him almost in unison.

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

Then, Blitzwing makes room for Scorponok to climb on the altar as well.

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

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

SCORPONOK Starscream may have acted alongside Megatron for many cycles, but he does not have the guts of a leader just like me.

(MORE)

(Printed with an unregistered version of Fade In)

32.

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

ON SOUNDWAVE Standing still, listening.

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

The Decepticons go wild and greet Scorponok. Motormaster approaches Soundwave, standing beside him.

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

Soundwave remains quiet.

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

They exchange glances. Although Soundwave does not have expressions, it is exactly what he is thinking.

SOUNDWAVE Are not you coming too?

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

Soundwave just gives Motormaster a nod and walks away.

Off that...

CUT TO:

(Printed with an unregistered version of Fade In)

33.

INT. HALLWAY - KOLKULAR - LATER Hydraulic doors open. Soundwave comes up revealing A GROUP OF INSURGENT DECEPTICONS waiting for him. Everyone stands up.

INSURGENT DECEPTICON So, you’re the guy?

Follow me.

SOUNDWAVE

Soundwave walks past the group making his way down the hallway. The Decepticons share suspicious looks but follow Soundwave.

INSURGENT DECEPTICON According to Motormaster you have a plan to revive Megatron, right? How exactly will you do it?

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

INSURGENT DECEPTICON If you say so.

INT. FLIGHT HANGAR - KOLKULAR - DAY Multi-tiered platforms with dozens of huge Decepticon ships.

The elevator door opens. Soundwave leads his insurgents toward THE HARBINGER - a spaceship built for battles.

INT. CARGO HOLD - HARBINGER - FLIGHT HANGAR - DAY A DECEPTICON GUARD is doing an inspection inside the ship when... ... Soundwave and the insurgents climb in through the ship's lowered ramp.

DECEPTICON GUARD Hey, you are not authorized to -Before the guard could finish his sentence, two insurgent Decepticons FIRE their cannons at him, shooting him down.

After that, they go ahead with the plan.

(Printed with an unregistered version of Fade In)

34.

EXT. KOLKULAR - CYBERTRON - DAY The Harbinger ZOOMS skyward, taking off Kolkular.

EXT. CYBERTRON - OUTER SPACE When the Harbinger moves away enough from Cybertron... ... it enters a SLIP-SPACE PORTAL and vanishes.

INT. INTERROGATION ROOM - AUTOBOTS BASE - DAY Arcee and Cliffjumper interrogate the Decepticon prisoner from the refinery. They've been there for some time.

ARCEE (fierce) What are the Decepticons planning?

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

DECEPTICON You think you're scaring me, Autobots? I hope Unicron devours your sparks and -WHAM! Arcee SMACKS the Decepticon backwards, dropping him to the ground.

INT. OBSERVATION ROOM - AUTOBOTS BASE - DAY Watching all the interrogation: Ultra Magnus and Hot Rod. INT. INTERROGATION ROOM - AUTOBOTS BASE - DAY Arcee hauls the Decepticon to his feet, slamming him against the wall.

ARCEE If you will not cooperate, I swear that -DECEPTICON What? Will kill me? Go ahead, because I will not say a word to you.

(Printed with an unregistered version of Fade In)

35.

When it seems that Arcee will break that Decepticon in half, she actually loosens him.

ARCEE (sighs) Well, I tried. Cliff.

Cliffjumper takes a step forward.

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

DECEPTICON What kind of modification?

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

From Cliffjumper’s wrist, A HOLOGRAPHIC TIMER projects with a countdown.

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

INT. OBSERVATION ROOM - AUTOBOTS BASE - DAY Hot Rod casts a glance at Ultra Magnus, surprised to learn that he approved of something like that.

INT. INTERROGATION ROOM - AUTOBOTS BASE - DAY Now the Decepticon has lost his posture, he is nervous and unsure of what Cliffjumper says.

CLIFFJUMPER You will beg to die but the intense pain will continue until you become a plant without consciousness, and none of your friend Cons will come to help you because you’re nothing to them.

(MORE)

(Printed with an unregistered version of Fade In)

36.

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

DECEPTICON It’s bullshit! You’re lying!

CLIFFJUMPER Well, let’s find out.

TIGHT ON the Decepticon, mind churning. Growing fear as well as doubt as the countdown decreases every second.

And seconds before the countdown is over: DECEPTICON WAIT! Stop it, stop it! I talk!

CLIFFJUMPER What did he say?

ARCEE I think he said he wants to talk.

Cliffjumper pauses the countdown. The Decepticon feels a great relief.

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

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

How large?

ARCEE

DECEPTICON All Cybertron.

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

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

CLIFFJUMPER What do you mean?

(Printed with an unregistered version of Fade In)

37.

DECEPTICON What will fire the weapon is on another planet, one called Earth.

Shockwave built it all there to keep you Autobots from getting it, and now we're just waiting for the signal to strike.

Cliff and Arcee look at each other, clearly thinking the same thing: “we are screwed.”

CLIFFJUMPER Thank you for your cooperation.

The Autobots move toward the door.

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

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

What...?

DECEPTICON

ARCEE He made up that name now, you dumbass.

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

INT. OBSERVATION ROOM - AUTOBOTS BASE - DAY Ultra Magnus and Hot Rod share a worried look after hearing that. Then, Kup calls: KUP (V.O.) Commander, we have newcomers.

INT. OPERATIONS CENTER - AUTOBOTS BASE - DAY Ultra Magnus steps in coming across three more Autobots: JAZZ, HOUND and SMOKESCREEN. Commander.

JAZZ

ULTRA MAGNUS Jazz. Hound.

(MORE)

(Printed with an unregistered version of Fade In) ULTRA MAGNUS (CONT'D) (to Smokescreen) And you are?

Smokescreen salutes as a good soldier.

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

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

JAZZ The bastards of the Cons caught us off guard at an outpost in Nyon.

Besides the three of us here, two more survived.

ULTRA MAGNUS Let's retaliate, but with time.

There is a more pressing mission going on now.

The other three listen closely.

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

When he hears "Prime", Smokescreen gets excited.

HOUND Why not use our communications?

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

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

38.

(Printed with an unregistered version of Fade In)

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

Yes sir.

SMOKESCREEN

JAZZ Do not judge by what he looks like, Magnus, the kid is a good fighter.

Thanks to him we got time to escape from Nyon.

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

INT. BRIEFING ROOM - AUTOBOTS BASE - LATER Later that day, the major Autobots are gathered around a round table. Ultra Magnus informs everyone.

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

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

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

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

PERCEPTOR A force field. It’s probable.

JAZZ How much time do we have left?

39.

(Printed with an unregistered version of Fade In)

40.

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

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

HOT ROD Even so, it is not guaranteed. It does not mean that we will just stand here.

ARCEE So what's the plan? From what I see, our time is short.

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

JAZZ What about us?

As Ultra Magnus taps on a digital panel on the table... ... A HOLOGRAPHIC 3D image of Kolkular materializes in the center of the table.

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

INT. COMMAND CENTER - SKYWATCH HQ - DAY Dozens of SKYWATCH TECHNICIANS dutifully at a bank of MONITORS, manning their data terminals.

One of the technicians snaps around to Spike, who's discussing strategies at a table not too far away with other officials.

SKYWATCH TECHNICIAN Major Wallace, we have a peak.

(Printed with an unregistered version of Fade In)

41.

Almost immediately, Spike stops what he was doing and joins the technicians.

SKYWATCH TECHNICIAN (CONT'D) The target is on the move rapidly in a new direction. Apparently California.

Spike draws his RADIO and speaks: SPIKE We have the signal, time to act.

EXT. THE ARK - FLYING - DAY Establishing.

INT. MED LAB - THE ARK - DAY WHAM! A furious Ironhide POUNDS his fist on the wall, leaving a DENT. Ratchet ends of treating injuries on Optimus shoulder.

Bumblebee tests his left arm, already healed by Ratchet.

Prowl is also with them.

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

IRONHIDE I hate being caught off guard. Who the hell were those two?

PROWL Those are Thundercracker and Skywarp. I already met them on a mission at Polyhex.

BUMBLEBEE We are increasingly smaller in number.

RATCHET How many more soldiers Starscream will summon from Cybertron? If we continue like this, we will not be able to overcome them.

(Printed with an unregistered version of Fade In)

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

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

BUMBLEBEE Come on Ironhide, do not be unfair.

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

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

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

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

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

After a short beat: WHEELJACK (over intercom) Autobots, I got something. There is a new emergency call from humans saying that "giant robotic monsters" are attacking a power plant.

42.

(Printed with an unregistered version of Fade In)

43.

PROWL The Cons are getting fast.

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

INT. GROUND-BRIDGE CHAMBER - THE ARK - DAY Optimus, Ratchet, Bumblebee, Ironhide and Prowl step into a chamber where shelters the Ground-Bridge.

A circular portal with enough diameter to pass a Transformer in vehicle or robot mode, which allows transport to coordinates on a single planet.

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

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

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

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

Ratchet just nods. Thereafter, the portal crackles to life in a burst of light.

OPTIMUS (CONT'D) Autobots: roll out!

Under the Optimus’ leadership, he, Bumblebee, Ironhide and Prowl rush into the portal fading within the light.

Ratchet watches them go, hoping his teammates will succeed this time around.

(Printed with an unregistered version of Fade In)

44.

EXT. SKYWATCH HQ - DAY The Skywatch soldiers are mobilizing all over the base as if they were going to war.

A couple of landed TRANSPORT AIRCRAFT wait with their back door lowered. One of them carries some FORCE APPLICATION VEHICLES. They are a four-wheel drive, all-terrain utility vehicle and has a total seating of two or three. On the back of each, advanced HARPOON GUNS that are swivel mounted.

In the second aircraft, NINE CRASH-SUITS lined up ready for flight. Still without their pilots, just empty shells.

Standing in the middle of it all, Spike coordinates everything as Joe approaches him.

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

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

CUT TO: EXT. LANDING STRIP - SKYWATCH HQ - DAY Both aircraft lumber down the runway and roar aloft.

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

Tranquility is broken by a... ... burst of light, it's a TELEPORTATION PORTAL materializing from the Ground-Bridge.

And out of the light arise Optimus, Bumblebee, Prowl and Ironhide in vehicle mode speeding through the desert.

(Printed with an unregistered version of Fade In)

45.

EXT. NOVA POWER PLANT - DAY Chaos is already in place at the plant. Bonecrusher, Scrapper - carrying the power converter box - and Hook are entering the facility, in addition to the brothers Thundercracker and Skywarp.

Hundreds of workers flee desperately away from those mechanical figures. Bonecrusher GRABS one of them, studies him like an insect under glass.

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

SCRAPPER I know that.

Scrapper and Hook enter the plant while Bonescrusher continues distracted analyzing that human.

SKYWARP Hey you, move that steel ass.

Bonecrusher tosses the man away and turns to Skywarp.

BONECRUSHER Why do you think you can give me orders?

SKYWARP Because it is the only thing for which you serve: to fulfill what others order.

The Constructicon didn't like the answer at all. His fists clench, as if he were going to strike at any moment. Skywarp maintain his posture.

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

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

A pause. Bonecrusher hisses and walks into the plant.

Skywarp turns to his brother, angry.

SKYWARP Never intrude on my business again.

(Printed with an unregistered version of Fade In)

46.

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

Thundercracker sighs and transforms too, following him.

INT. CORE ROOM - NOVA POWER PLANT - DAY Inside, Scrapper and Hook stand before the power core.

Scrapper puts the converter box on the floor, then Hook stretches the connection cable... ... plugging it into the core of the plant. At the same time, the drainage starts and the box begins to glow prorationally.

EXT. SKIES ABOVE NOVA POWER PLANT - DAY Miles above the facility, Skywarp and Thundercracker make their round over the area.

THUNDERCRACKER'S POV: His radar detects something not far away. ZOOMS in across the highway where Optimus, Ironhide and Prowl are racing toward the plant. No Bumblebee Sign.

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

SKYWARP I've already detected them myself.

Without thinking twice, Skywarp BANKS toward his enemies.

THUNDERCRACKER Skywarp, wait!

Thundercracker is ignored as his brother leaves for the attack without hesitation.

EXT. RIDGE ABOVE NOVA POWER PLANT - DAY Not far above the power plant, Bumblebee appears in stealth mode with his SNIPER RIFLE in his hands.

He takes aim.

EXT. HIGHWAY - NOVA POWER PLANT - DAY The Autobots run down the road while Skywarp comes in the opposite direction, through the skies.

(Printed with an unregistered version of Fade In)

47.

OPTIMUS Bumblebee, now!

EXT. RIDGE ABOVE NOVA POWER PLANT

- DAY

After Optimus’ command, Bumblebee fires.

EXT. SKIES ABOVE NOVA POWER PLANT - DAY The sniper round hits a Skywarp’s WING before he could fire his missiles at the Autobots.

With no flight stability, Skywarp PLUMMETS while his brother just behind watches everything.

No!

THUNDERCRACKER

EXT. NOVA POWER PLANT - DAY Skywarp DIVES spinning wildly... ... SMASHING THROUGH one of the plant CHIMNEYS. Then, he SLAMS INTO THE GROUND like a meteor, TRANSFORMING into robot mode. Dust swells up.

Meanwhile - the Autobots arrive. They TRANSFORM, drawing their weapons.

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

Roger.

PROWL

Prowl and Ironhide rush into the plant quickly. Already Prime takes cautious steps toward Skywarp’s crash-site, weapon raised.

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

Optimus keeps forward. The cloud of dust covers Skywarp making it impossible to see him there.

He waits some signal, but... nothing.

(Printed with an unregistered version of Fade In)

48.

BEAT. Then - A BUNCH OF MISSILES LUNGE through the smoke curtain.

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

BOOM! One of the missiles explodes at Optimus's feet, throwing him backwards. Skywarp emerges from the dust, a bit damaged but functional.

As Optimus rises again, Skywarp LASHES OUT. The Autobot DODGES the first few attacks, but then gets hit in the chest by a KICK, loosing his weapon.

Optimus rolls back to stop in a standing position. Gets up, staring at Skywarp as if he had accepted a challenge.

Skywarp CHARGES at Optimus. The Decepticon sends a fast PUNCHES COMBINATION. But Optimus is more experienced in battles and EVADES those moves.

When he realizes a chance, Optimus RETALIATES. Like a boxer, Optimus STRIKES Skywarp by making metal shards fly with each blow.

Furious, Skywarp SWIPES for Optimus, but the Autobot CROUCHES to dodge and sends an UPPERCUT into Skywarp’s chin that knocks him off his feet.

Skywarp cannot believe he's fallen on the ground defeated like that. Optimus walks toward him, when he suddenly notices... ... Thundercracker PLUNGING from the skies, nose down. In mid-air, he TRANSFORMS into robot mode letting gravity bring him down, now with feet forward.

Optimus SHIELDS himself JUST AS Thundercracker moves past over Skywarp, LANDING BOTH FEET squarely on Optimus, sending him FLYING. Optimus SINKS his five fingers into the ground to slow his momentum. He Stands and faces off against both brothers ahead.

THUNDERCRACKER You still want me to not mind your business?

Shut up.

SKYWARP

(Printed with an unregistered version of Fade In)

49.

Skywarp climbs to his feet, alongside Thundercracker.

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

Finally, the three robots charge straight toward each other.

Each one handling their blades.

Seconds before we see the three of them collide, we CUT TO: INT. CORE ROOM - NOVA POWER PLANT - DAY The energy of the establishment was almost sucked by the box. The Constructicons wait while they hear a commotion outside.

SUDDENLY - Bonecrusher gets hit in the back by an ENERGY BLAST, causing the others to enter on alert, taking out their cannons.

They turn around to find Prowl and Ironhide inside there, weapons up.

Kill them!

SCRAPPER

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

Scrapper, Hook and Bonecrusher surround the box to protect it as they fire, roaring.

ON PROWL AND IRONHIDE Covering behind thick walls and pilasters.

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

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

IRONHIDE So what do you have in mind, genius?

(Printed with an unregistered version of Fade In)

50.

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

Okay then.

IRONHIDE

The Autobots return fire.

EXT. NOVA POWER PLANT - DAY THE FIGHT IS ON: Skywarp and Thundercracker team-up against Optimus. Their blades CLANGING one in the other. Sparks flying everywhere.

They swap blows as they move through the area, destroying everything along their path.

The attacks they miss SLASH through fences, pipes, tubing, banisters, all around them as if they were paper.

WHAM! The Autobots leader WHACKS Skywarp ASIDE but he can’t be quick enough to block a kick in his chest from Thundercracker.

Optimus hits the ground. As he tries to get up, Thundercracker punches his face to keep him down.

While Optimus rests on fours, Thundercracker lifts his blade above his head, as an executioner about to behead his victim.

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

REVEAL a familiar YELLOW VOLKSWAGEN BEETLE coming up at high speed. It RAMPS through a rubble toward the enemy.

In mid-air, Bumblebee TRANSFORMS into robot mode striking a FLYING KICK into Thundercracker’s face so hard, he flies across the field and CRASHES through a wall.

BUMBLEBEE Leader Optimus, are you okay?

OPTIMUS (rising) Yes. Thank you, my friend.

(Printed with an unregistered version of Fade In)

51.

BUMBLEBEE What a day, huh?

INT. CORE ROOM - NOVA POWER PLANT - DAY The shooting continues. While the Constructicons continue ringing the Energon box... ... Prowl and Ironhide have split in two different directions, flanking the enemy using the infrastructure as cover.

The energy blasts are wrecking the place with every shot.

The three Constructicons vary their target: some shoot an Autobot and then reverse the order repeatedly.

ON IRONHIDE As he DUCKS the enemy fire narrowly. An idea comes to his mind. Ironhide PLUCKS OUT an IRON BAR at his reach and HURLS it like a spear toward the Decepticons.

ON THE CONSTRUCTIONS As Ironhide’s “spear” plunges deep into Bonecrusher’s CANNON BARREL and - BOOM! It IMPLODES damaging Bonecrusher’s arm.

The explosion temporarily stuns the other two Constructions.

Bonecrusher CRIES OUT, painfully.

HOOK What the hell...?!

Suddenly - Hook TAKES A PUNCH from Prowl, who came close without the others noticing. The path is clear to the box.

Prowl runs to disconnect that device, but as soon as his fingers touch the power cable, Scrapper WRAPS his arms around Prowl's hips... ... and LUGS him away from the box, SLAMMING him onto the ground like a wrestler.

Scrapper tries to trample Prowl while he lies, but the Autobot LEG SWEEPS the Decepticon to the ground.

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

SCRAPPER You will not!

(Printed with an unregistered version of Fade In)

52.

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

ANGLE ON: IRONHIDE, as he sees his friend being defeated.

Prowl!

IRONHIDE

Hook fires at Ironhide, making him take cover again.

EXT. NOVA POWER PLANT - DAY The agile Bumblebee deflects and parries from Thundercracker's blade. Not too far from them... ... Optimus and Skywarp are fighting sword versus ax. Prime COUNTERS. Then Skywarp. Back and forth it goes.

INT. CORE ROOM - NOVA POWER PLANT - DAY Hook keep Ironhide busy with multiple consecutive shots.

Scrapper and Bonecrusher wait next to the box until finally... ... the drainage is over. The plant goes out.

SCRAPPER It’s our time, let’s go!

As Scrapper collects the box, the three Constructicons flee where they entered. Ironhide thinks about chasing them, but he sees the fallen Prowl beyond the wall and paces towards him.

EXT. NOVA POWER PLANT - DAY The three Constructicons leave the plant and spot Thundercracker and Skywarp engaged in a combat against Bumblebee and Optimus in the distance.

HOOK Should we help them?

SCRAPPER No. They can handle themselves.

As they turn around to leave... ... A SKYWATCH TRANSPORT AIRCRAFT hovers right overhead. The Constructicons stare at that, confused.

(Printed with an unregistered version of Fade In)

53.

BONECRUSHER Is that one of ours?

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

They LAND hard, cracking the ground. Within one of the Crash-suits we see Spike, piloting it and leading the team.

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

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

The right arm of all Crash-suits TRANSFORM - like a Transformer - into 40mm GUNS. The Constructions’ eyes widen, STARTLED. Fire!

SPIKE

Every Crash-suit blasts its gun at the Decepticons. The three Constructicons have no way out but to retreat.

SCRAPPER Protect the box!

Bonecrusher and Hook shield Scrapper, taking the most damage.

CUT TO Bumblebee, as takes distance from Thundercracker. That's when he notices that the Constructicons are struggling with exoskeletons piloted by people.

What?

BUMBLEBEE

BAM! That little distraction causes him to take a surprise blow from Thundercracker that knocks him down.

Thundercracker steps on Bee's chest, preparing to impale him with his blade.

BUMBLEBEE (CONT'D) Wait! There is something else going on here!

(Printed with an unregistered version of Fade In)

54.

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

But SUDDENLY - BOOM! A shot blows Thundercracker off Bumblebee. As soon as BB gets on his feet, a cable TIES around his wrist.

He looks where the cable came from and comes across a Crashsuit at the end.

CRASH-SUIT PILOT You're not going anywhere.

CLOSE ON THUNDERCRACKER, as he recomposes after that shot.

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

ON OPTIMUS AND SKYWARP Their fight is interrupted when a Crash-suit shoots a cable that ties Skywarp's feet, knocking him off his feet.

Before Optimus could do anything, another cable LOOPS his right arm thanks to another Crash-suit.

ON SPIKE With five other Crash-suits, they fight the Constructicons on equal terms. And they are winning.

SPIKE Kelly, behind you!

The female Crash-suit pilot gets the warning and whirls striking a RIGHT HOOK into Scrapper’s jaw, who planned a surprise attack.

An impatient Bonecrusher grabs a Crash-suit with one hand, raises it high and BASHES the exoskeleton against the ground, CRUMPLING the armor badly and killing the pilot.

Scrapper grasps the arm of another Crash-suit and TEARS it off completely, leaving the armor disabled.

SCRAPPER We have to leave, now!

ON BUMBLEBEE Still with the cable attached to his wrist. He wants to get rid of it but does not want to hurt the human.

(Printed with an unregistered version of Fade In)

55.

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

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

Damn it.

BUMBLEBEE

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

ON THUNDERCRACKER Swapping punches with a Crash-suit. But the armor is not as fast as a Transformer.

In this way, the winged Decepticon IMPALES the Crash-suit through the chest with his blade, killing the pilot in the process.

No!

BUMBLEBEE (O.S.)

BANG! Thundercracker gets hit by Bumblebee’s energy cannon blasts. He knows he only has one option now: to run away.

And so he does.

ON OPTIMUS AND SKYWARP The Crash-suit tries to keep the leader of the Autobots there, but Optimus knows he has to do something.

OPTIMUS I’m sorry for this.

Prime grips the cable and YANKS the exoskeleton aside. He looks at his side and sees Skywarp about to kill another pilot.

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

Then he DRIVES IT DOWN. But Optimus CATCHES Skywarp’s sword with his bare hands inches from the Crash-suit.

(Printed with an unregistered version of Fade In)

56.

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

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

ON SPIKE The floor around is filled with torn pieces and parts of Crash-suits. The fight against the Constructicons is fierce.

Spike crouches beside one of his fallen comrades, who is trapped inside the deformed armor.

SPIKE Hold on, hold on.

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

Spike turns to the battle and sees that the Constructicons are running away in their vehicle mode, less Hook that still resists.

A thigh panel pops open on Spike’s Crash-suit, revealing a robust HANDGUN - apparently it does not fire ordinary bullets.

ON HOOK Distracted while struggling with the remaining Crash-suits some of them wielding the same handgun we saw earlier, but without the chance to use it.

HOOK I’m gonna kill all of you!

Without him noticing, Spike approaches behind to get a good distance from Hook. He points his handgun up and... ... FIRES THE T-COG SUPPRESSOR that sticks into Hook’s back, getting stuck there.

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

Now!

SPIKE (into earpiece)

Right after Spike's voice command, the T-go suppressor is triggered remotely, causing Hook to SQUIRM in pain.

(Printed with an unregistered version of Fade In)

57.

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

Gradually, Hook is TRANSFORMING into his vehicle mode! But not by his choice, but by the effect of the suppressor. It's a painful process for the Transformer.

In a matter of seconds, Hook is again a crane truck, but unable to transform back.

ON SKYWARP Fallen on the ground on the brink of defeat. Thundercracker helps his brother to stand again.

THUNDERCRACKER Scrapper has the box, it's time to go, too.

SKYWARP No! I never run away from a fight!

THUNDERCRACKER There is a first time for everything.

In robot mode, Thundercracker TAKES OFF taking Skywarp with him against his will. Optimus tries to reach them, but it's too late.

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

OPTIMUS Autobots, retreat!

ANGLE ON: BUMBLEBEE, gazing at the dead pilot which Thundercracker impaled, indignantly.

Determined, Bumblebee grabs his sniper rifle and takes aim, planning to shoot down Thundercracker.

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

BUMBLEBEE I can do it, sir.

OPTIMUS That’s an order, retreat!

(Printed with an unregistered version of Fade In)

58.

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

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

ON THE CRASH-SUIT With the T-cog suppressor gun drawn, approaching Bumblebee.

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

Then, he aims.

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

Bee!

PROWL

Prowl departs from Ironhide heading for his yellow brother.

Ironhide follows him.

ON BUMBLEBEE He has Thundercracker in his sights, just as the Crash-suit has him as well right behind.

SPIKE (over radio) Collins, take the shot.

The Skywatch soldier FIRES. When it looks like Bumblebee will be hit in full... ... Prowl SURGES into frame, pushing Bumblebee out of the way TAKING THE SHOT instead of him.

BUMBLEBEE Oh no -- Prowl!

Run!

PROWL

The T-cog suppressor is activated. Like Hook, Prowl also begins to return to his vehicle mode by force.

Go!

PROWL (CONT'D)

(Printed with an unregistered version of Fade In)

59.

Ironhide drags Bumblebee away by his arm. Optimus sees his soldier down, he wants to help but the Crash-suits are swarming him.

Ironhide and Bumblebee TRANSFORM into vehicle, racing off.

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

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

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

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

JOE (V.O.) Roger that.

EXT. DESERT PLAIN - DAY The second Skywatch aircraft is landed there, with its back door already lowered.

Then - A TEAM OF FAV VEHICLES burst out the plane, TEARING across the desert with Joe in the lead car, on the passenger seat.

EXT. FREEWAY - DAY Our three Autobots overtake the civilian vehicles on the way in their vehicle mode, with Optimus at the front, Ironhide in the middle and BB in last in line.

OPTIMUS Wheeljack, we need a bridge back to the Ark. WHEELJACK (V.O.) Okay, I'm already plotting your coordinates. By the way, where's Prowl? I do not see him with you.

OPTIMUS The explanations come later, but now we are in a very crowded area.

As soon as we get to the right place, I'll give you the signal for the bridge.

(Printed with an unregistered version of Fade In)

60.

INT. BRIDGE - THE ARK - DAY Ratchet and Wheeljack are listening: WHEELJACK All right Prime, be careful. Over.

RATCHET Why do I feel that something went awry?

WHEELJACK Let's hope you're wrong.

EXT. FREEWAY - DAY Back at the Autobots, still on the move. Suddenly... ... A HUGE HARPOON hurtles into frame and embeds into Bumblebee's rear.

REVEAL a FVA vehicle following his tail, with the hook attached to the Beetle. And behind this car, the rest of the team.

Bumblebee's tires SCREECH as the FVA pulls the cable back, trying to stop the Autobot.

Then, Bumblebee's trunk pops open abruptly, SNAPPING the cable. Optimus and Ironhide realize.

OPTIMUS Autobots, stay close to me!

Suddenly, Optimus SWERVES to his right crossing rows of other cars on the way, causing them to BRAKE abruptly to not hit that monster on wheels.

Ironhide and Bumblebee do the same, following Optimus through an adjacent road out of the freeway.

The civilian cars that brake down cluster in the middle of the freeway, making it difficult to pass for the FAVs. Joe grabs his RADIO: JOE They diverted towards the city, move! Move!

(Printed with an unregistered version of Fade In)

61.

EXT. CITY STREETS - DAY The CHASE barrels through the busy traffic.

IRONHIDE How are we going to use the bridge here?

OPTIMUS There must be a place.

AT THAT MOMENT - a couple of FVA vehicles scream from a street corner, then more three from another corner, pursuing the Autobots.

ANGLE ON: JOE inside his car, aiming at the target. He fires a TRACKER, but... ... Ironhide DIVERTS it in an almost supernatural maneuver, as if the car had seen - that was indeed it.

Shit.

JOE

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

Optimus BRAKES hard, letting Bumblebee and Ironhide zoom past him. Then makes a sharp CURVE into another street.

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

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

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

The three FAVs follow Optimus' tail close.

One of them fires the harpoon. Optimus dodges it narrowly, leaving the hook stuck in a moving BUS that crosses the intersection.

At top speed, the bus TOWS hard the FAV making it BANK to the sidewalk, CRASHING into a store.

(Printed with an unregistered version of Fade In)

62.

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

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

SKYWATCH DRIVER I can not see it!

There is a glimpse of something in the smoke. It's probably Optimus, but he's fast approaching over us.

The smoke settles revealing that there is not Optimus in the front, but a parked TOWN TRUCK. The Skywatch driver slams the brakes, but it's too late.

BAM! Both FAV vehicles COLLIDE into the truck's back, rolling over the street, dropping their passengers.

Meanwhile, Optimus turns into another street, disappearing.

ON BUMBLEBEE AND IRONHIDE In a hot pursuit by the rest of the FAVs. The semaphore turns red a few meters ahead, but the Autobots do not slow down.

And then... ... Bumblebee and Ironhide cross the intersection WEAVING amazingly through the hive of cars, leaving unharmed.

The FAV has no alternative but to do the same thing. Joe and another vehicle cross the intersection untouchable for very little.

But the other two in the group are not so lucky.

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

Joe glances back, realizing the mess that happened there.

Speed up!

JOE

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

Then, the FAV #2 fires the harpoon. When it looks like it will hit Ironhide's bumper...

(Printed with an unregistered version of Fade In)

63.

... Optimus ROCKETS from an alley, matching with the harpoon trajectory. It hooks into the truck instead of Ironhide.

Optimus skids and PIVOTS 180, stretching the cable sorely and CATAPULTING the FAV #2 into the air, which send the passengers flying.

The vehicle SLAMS onto the pavement as Optimus bolts after his comrades. Joe's car swerves the fallen agents on the street and the FAV #2 wreckage to continue its path.

ON THE AUTOBOTS With Bumblebee on the lead. He spots a desolate PARKING LOT under an overpass.

BUMBLEBEE Leader Optimus, I found a good location.

OPTIMUS I'm already telling Wheeljack.

ON JOE'S VEHICLE For a moment he loses sight of his three targets.

JOE Where are you?

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

Joe turns to where the light comes and sees the GroundBridge PORTAL in that parking lot.

And the Autobots rushing into it.

EXT. PARKING LOT UNDER OVERPASS - DAY Joe's FAV pulls up. The bridge portal shines OFF SCREEN. Joe gets out the car, staring at that thing not knowing what to do.

STAYING ON Joe as the portal EXTINGUISHES before him in a blink of an eye, leaving nothing behind.

Off his stare, trying to organize his mind about all that CUT TO:

(Printed with an unregistered version of Fade In)

64.

EXT. SKY - DAY As the Nemesis sails across the skies, Skywarp and Thundercracker head toward it in their jet mode.

INT. CORRIDOR - NEMESIS - DAY Thundercracker walks down the corridor until he hears: SKYWARP (O.S.) Thundercracker!

As he turns around to his brother, Skywarp grabs him by the collar and slams Thundercracker on the wall.

SKYWARP What were you thinking when you did that down there? Do you want to humiliate me in front of my enemies?

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

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

Thundercracker gets out from Skywarp's grip.

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

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

BEAT as they stare at each other in silence.

Then Thundercracker starts to walk again, while Skywarp watches him go.

THUNDERCRACKER Do not worry, brother, there will still be many battles for you to feed your glory.

(Printed with an unregistered version of Fade In)

65.

INT. CONTROL ROOM - NEMESIS - DAY A lonely Shockwave works at a control console in that dimly lit room, very focused.

There are two holographic screens in front of him. One displays a graphical representation of Earth, and the other is used by Shockwave for typing.

Complex calculations, data, equations and much more scrolling on the right screen in the Cybertronian language, which seems more symbols to us.

As Shockwave works on that screen, the other that shows the planet becomes a map of North America. He taps a button and the map ENLARGES. Shockwave switches between screens working on them, practically at the same time.

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

And a red dot blinks there.

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

INT. BRIDGE - NEMESIS - DAY Starscream rests on the command chair while Brawl and Runabout man the helm.

Thundercracker steps in, stands behind Starscream.

THUNDERCRACKER Thundercracker reporting as the orderly, sir.

Go ahead.

STARSCREAM

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

STARSCREAM Hm... Autobots?

THUNDERCRACKER No, sir. Humans.

What? How?

STARSCREAM

(Printed with an unregistered version of Fade In)

66.

THUNDERCRACKER We were caught unprepared during the fight against the Autobots.

They were using advanced weapons... similar to Cybertronian technology.

STARSCREAM Unbelievable.

THUNDERCRACKER I'm already planning a rescue plan.

I will gather a team and --

No.

STARSCREAM (cuts in)

I'm sorry?

THUNDERCRACKER

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

THUNDERCRACKER But he's still a Decepticon, sir.

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

That decision does not please Thundercracker at all.

STARSCREAM (CONT'D) Anything else to tell me?

Before Thundercracker uttered another word, Shockwave enters the bridge.

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

SHOCKWAVE I have the exact coordinates.

STARSCREAM Excellent. I can already feel the end in the war in my hands. Send the info to the Constructicons, and tell them to start the excavation quickly.

(MORE)

(Printed with an unregistered version of Fade In)

67.

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

EXT. LAS VEGAS - DUSK Establishing.

EXT. CAFE - DUSK A familiar bike is parked there. Verity's.

INT. CAFE - DUSK Verity eats a snack watching the news on her CELL PHONE. ON THE PHONE: A FOOTAGE of the aftermath on the Nova Power Plant, now surrounded by police and firefighters.

REPORTER (V.O.) Another power plant was attacked earlier today in the interior of California. Authorities believe that this is linked to the other attacks months ago. There has still been no pronouncement by any terrorist group or -Bored, Verity switches to another news station. She stops in a man's interview about the plant's attacks - the same man Optimus saved at the beginning of the movie.

MAN (on screen; like a madman) -- I'm telling you, they were huge!

Very huge! And were fighting each other with their energy weapons. I don't know if those robots came from Japan, or from Korea, maybe space, but what I know is that they are dangerous.

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

EXT. CAFE - NIGHT Later, Verity leaves the cafe and mounts on her bike getting ready to leave. That's when she realizes...

(Printed with an unregistered version of Fade In)

68.

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

But it is not only what attracts her attention. An ASSAULT HELICOPTER follows those trucks overhead, as if escorting them.

Intrigued, Verity starts her bike and begins to follow the convoy discreetly.

EXT. LAS VEGAS STREETS - NIGHT Riding her bike through the city, Verity looks around and can not find those trucks. She lost them.

Verity pulls over at the edge of the sidewalk, wondering if she should stop with this or continue.

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

Verity follows the sound down a narrow street.

EXT. FENCE - CONSTRUCTION SITE - MOMENTS LATER Verity pulls up outside an eerily-lit construction site.

That's where all the machinery noise comes from.

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

The strangest thing is that there is not anyone around, just the vehicles doing all the work.

When Verity thinks it can not get any more suspicious... ... the ROAR of rotor blades draws her ears. The assault helicopter SOARS above, then descending to land. But before touches the ground, it TRANSFORMS... ... becoming VORTEX, the Decepticon. He hits the ground on feet, joining the trucks. Verity's eyes widen in SHOCK. VORTEX I did a full round. We are sure.

Wait...

SCRAPPER

(Printed with an unregistered version of Fade In)

What?

69.

VORTEX

SCRAPPER Has anyone else heard this?

Vortex lights up a couple of headlights near his abdomen, sweeping through the area to find: Verity beyond the fence, gazing at them.

She STARTLES. It takes a few seconds but Vortex begins to recognize that person VORTEX (realizing) I know you.

Taken by fear, Verity jumps to her bike frantically pumping the kick-start of it. As the bike catches, she speeds away as quickly as possible.

SCRAPPER She saw us!

VORTEX I got this.

In a leap, Vortex TRANSFORMS into the chopper and flies after Verity.

EXT. LAS VEGAS STREETS - DAY Verity shoots into the busy traffic. Cuts off a big truck.

The driver swears as hits his air horn.

But Verity does not have the time to care about that now.

As if she had been taken by the adrenaline, Verity weaves through the cars on her way, fast.

The Decepticon helicopter emerges from behind the buildings like a flying predator, chasing Verity.

Shit!

VERITY

Verity realizes that she'll not be able to lose that helicopter with only her speed, she needs a hiding place.

Then, Verity slips into another street.

Above, Vortex banks after her.

(Printed with an unregistered version of Fade In)

70.

EXT. OVER LAS VEGAS - NIGHT Following Vortex as he skims over the buildings, hunting down the young woman rider.

Vortex ignites his headlights bathing an alley in light as Verity races through it.

She glances up at the chopper. Then twists the throttle and guns the little bike forward, leaving the alley to the street.

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

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

Verity surveys her surroundings quickly to consider her options. There is a long open road ahead where she will be exposed, and meters behind... ... a street-bridge where she can hide.

Decided, Verity spins the bike and accelerates to under the bridge. Arriving there, she waits.

A moment later, the chopper hangs high above her, scanning around with its headlights.

Verity remains static under the bridge, seeing the helicopter's light sweeping the canal.

The tension increases. Heart pounding. She grips the throttle, ready to run away at any moment.

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

Verity can finally relax, resting her hands on her knees while catching her breath.

Off that...

EXT. OUTER SPACE - DAY In the distance, Earth.

(Printed with an unregistered version of Fade In)

71.

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

And out of the fissure... ... The Harbinger appears.

It hangs there.

INT. BRIDGE - HARBINGER - OUTER SPACE Soundwave stands on the upper platform, gazing out the bridge panel, at Earth. The Insurgent Decepticons are at their posts, manning the flight decks.

INSURGENT DECEPTICON #1 So is that one?

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

The Insurgent #1 turns to Soundwave.

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

Silent, Soundwave analyzes and studies his new environment out there with his expressionless face.

SOUNDWAVE'S POV: He's doing a quick READOUT of Earth until he detects a communications SATELLITE drifting in space.

The other Decepticons exchange looks, confused.

Then SOUNDWAVE Lazerbeak, eject.

From Soundwave's chest, a hawk-like DRONE DISENGAGES and hovers in mid-air. This is LAZERBEAK. SOUNDWAVE (CONT'D) Operation: hack and locate.

And then Lazerbeak flies off there toward its goal.

EXT. OUTER SPACE - DAY Lazerbeak powers away from Harbinger, heading toward the satellite.

(Printed with an unregistered version of Fade In)

72.

Once there, the drone connects to the satellite system and uses it to invade the planet's network.

PUSHING IN ON LAZERBEAK as it hacks, DIVING into A RAPID-FIRE DATA STREAM. Thousands and thousands of data flashing in the fraction of a second, as seen through Lazerbeak's eyes.

Here we have glimpses of various documents and government archives, secret military projects, weaponry, vehicles, etc; until we invade a Skywatch's SURVEILLANCE CAMERA in the same hangar where Megatron's body resides.

BACK ON LAZERBEAK As it found what it wanted.

INT. BRIDGE - HARBINGER - MOMENTS LATER Lazerbeak is back. As soon as it engages Soundwave's chest again... ... he downloads all those data that Lazerbeak hacked from the satellite. He remains motionless in the meantime as the files scroll fast on his face-display.

The Decepticons wait.

Then, Soundwave finally stops.

SOUNDWAVE I know where Megatron is.

EXT. OUTER SPACE - DAY The Harbinger glides toward Earth.

EXT. THE ARK - FLYING - DAY Establishing.

RATCHET (pre-lap) Wait -- Prowl was what?

(Printed with an unregistered version of Fade In)

73.

INT. BRIDGE - THE ARK - DAY All five Autobots assembled, less Prowl obviously. Bumblebee sits on one of the consoles, staring into the void, lost in thought.

RATCHET How did this happen?

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

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

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

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

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

As Optimus turns to leave: BUMBLEBEE No. I will.

All eyes on Bee now as he stands.

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

OPTIMUS Bumblebee, know that you do not have to prove anything to anyone.

(Printed with an unregistered version of Fade In)

74.

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

A beat as Optimus thinks about it, considering.

Then, he makes a decision.

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

Thank you.

BUMBLEBEE

IRONHIDE I'll go with him.

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

The pair look at Optimus, waiting for his approval.

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

Yes sir.

BUMBLEBEE/IRONHIDE

Ratchet projects a holographic display from his wrist that shows a graph with information in Cybertronian language.

RATCHET Prowl's vitals are a little down since the last time I saw him, but he's still good. It remains to be seen how long it will keep like that.

(Printed with an unregistered version of Fade In)

75.

OPTIMUS Wheeljack, trace the coordinates and prepare the bridge.

Wheeljack types on his console. Optimus turns his head to Bumblebee and Ironhide and nods them to go. The rescue pair run off.

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

EXT. NEVADA DESERT - DAY Vast, unending. Mountains rise up from the high desert floor. Wind blows.

Suddenly, the Ground-Bridge portal materializes up. As Bumblebee and Ironhide step out, the portal disappears.

BUMBLEBEE Let's do it.

Both of them TRANSFORM into vehicle mode and pull away.

INT. BRIDGE - THE ARK - DAY Ratchet turns to Optimus.

RATCHET Are you sure about this? I mean... humans are using our technology against us now.

OPTIMUS They can do it. I trust them.

AT THAT MOMENT - an ALERT MESSAGE goes off. The Autobots get on alert; Wheeljack checks what is that.

WHEELJACK Leader Optimus, there is an unidentified starship approaching the Ark. OPTIMUS Ratchet, prepare our cannons. Just fire on my signal.

(Printed with an unregistered version of Fade In)

76.

Ratchet rushes up to another console panel. And Optimus, stands before his command console. Taps a button: OPTIMUS (CONT'D) Here is Optimus Prime from the Autobots Ark, identify yourself or we will shoot you down.

A beat.

For now no answer.

When Optimus prepares to give the order to Ratchet, Wheeljack intervenes: WHEELJACK Wait! I'm receiving an Autobot identification beacon from that ship.

The bridge falls in silence. Optimus, Wheeljack and Ratchet share incredulous looks.

RATCHET Is that possible?

OPTIMUS There's only one way to be sure.

CUT TO: INT. DOCKING BAY - THE ARK - DAY Moments later, a small Cybertronian TRANSPORT STARSHIP settles down in the hangar.

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

Ratchet notices something in the ship's hull: a painted AUTOBOTS SYMBOL, already old and worn by time.

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

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

But... ... those who leave the starship are Sideswipe and Smokescreen.

(Printed with an unregistered version of Fade In)

77.

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

RATCHET Thanks to Allspark.

The moment of tension disappears. Optimus, Ratchet and Wheeljack welcome the newcomers.

Sideswipe greets his old friends.

When Smokescreen and Optimus shake hands, the young Autobot cannot believe that.

OPTIMUS What's your name, soldier?

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

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

Those words were enough to fill Smokescreen with pride.

"Optimus Prime liked me? Awesome!"

SIDESWIPE It's good to know that you're okay.

Where are the others?

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

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

Sideswipe's face gets serious.

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

EXT. SKYWATCH HQ - DAY Establishing.

(Printed with an unregistered version of Fade In)

78.

INT. SKYWATCH HQ - DAY Spike finds himself updating intel for his father in front of the main display panel.

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

COL. SPARKPLUG (on screen) What about the others who fled?

SPIKE Joe pursued those who call themselves Autobots, but as the report goes, they vanished into a sort of dimensional portal.

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

SPIKE Certainly, sir.

COL. SPARKPLUG (on screen) Nice job, son.

Grinning, Spike nods as the screen switches off.

EXT. HOLDING CELLS - SKYWATCH HQ - DAY A huge hangar monitored by armed Humvees with .50.

Spike comes up, SIGNALS to open the gate. One of the soldiers goes to the control panel and pulls a lever down.

The heavy gate splits open, creaking.

INT. HOLDING CELLS - SKYWATCH HQ - DAY Spike walks in alone. He stops in the center of the hangar staring at...

(Printed with an unregistered version of Fade In)

79.

... PROWL and HOOK CAPTIVE in cells large enough to fit a Transformer, with titanium-reinforced bars.

Once seeing Spike, Hook erupts in hatred. Prowl, however, remains quietly seated on the floor, offering no resistance.

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

Hook grabs the bars firmly.

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

Spike is not at all intimidated by those threats.

SPIKE (into radio) Cell 02, please.

A second later, the bars of Hook's cell release an ELECTRIC CHARGE strong enough to throw the Decepticon to the ground.

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

Grumbling, Hook keeps distance of the bars.

Spike turns to Prowl.

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

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

PROWL How did you do it? How did you manage to control our ability to transform?

(Printed with an unregistered version of Fade In)

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

Already the new guy, opened up more possibilities.

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

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

PROWL You're confusing the sides.

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

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

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

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

A beat.

Off Spike's look... ... an ALARM goes off. Sounding throughout the base.

Spike turns around on alert.

80.

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81.

HOOK (sarcastically) It seems that you have visits.

THEN - AN EXPLOSION outside.

JOE (over radio) Spike! Spike!

Spike starts running toward the exit.

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

EXT. HOLDING CELLS - SKYWATCH HQ - DAY Spike gets out the hangar coming across in the distance... ... IRONHIDE AND BUMBLEBEE WRECKING everything all over the base. They attack with their energy weapons, destroying mainly the vehicles.

Spike grabs his radio and barks: SPIKE I want the Crash-suits in action right away! And bring the tanks!

Then he rushes off.

EXT. SKYWATCH HQ - DAY Bumblebee and Ironhide blow up any armed vehicle that could be a problem for them, but without hitting a human.

Skywatch soldiers run for their lives as ants.

Ironhide opens a rip with his hands in one of the hangars there but does not find Prowl.

Not here!

IRONHIDE

BUMBLEBEE I have an idea.

(MORE)

(Printed with an unregistered version of Fade In)

82.

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

Hold on!

WHEELJACK (V.O.)

Ironhide rips open another hangar but Prowl is not in there either. Joe and a bunch of soldiers fire their usual rifles at Bee, but in vain.

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

WHEELJACK (V.O.) (CONT'D) Bee, Prowl is being held somewhere thirty-two feet from your position.

BUMBLEBEE Understood. Ironhide, come on!

Bumblebee runs hard, Ironhide follows him.

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

As they approach the holding cells hangar... ... the Humvees around the place BLAST their .50 at the Autobots. They shield themselves as the bullets BATTER their body.

Ironhide SLAMS his cannon's muzzle into the ground, emanating a WAVE OF ENERGY that ripples through the Humvees, scooping them up and FLIPPING every car ASIDE. Go!

IRONHIDE

The Autobots proceed to the hangar.

INT. HOLDING CELLS - SKYWATCH HQ - DAY Still in their cells, Prowl and Hook just hear the chaos going on outside.

Then - KA-BLAM! Bumblebee and Ironhide BURST through the hangar gate, finally finding their friend.

(Printed with an unregistered version of Fade In)

83.

PROWL What do you guys think they're doing?

IRONHIDE Rescuing you, what else?

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

Ironhide reaches for him, but before they leave Prowl warns: PROWL You gotta get this thing off me first.

He indicates something on his own back - the T-cog suppressor jammed into his body.

Okay.

IRONHIDE

With both hands, Ironhide begins to pull the suppressor out, but it is well stuck there. Meanwhile, Bumblebee watches over the exit.

Be quick.

BUMBLEBEE

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

Ironhide GRUNTS as he EXTRACTS the T-cog suppressor from Prowl's back, making him moan with the pain.

Finally.

PROWL

Ironhide drops the device on the ground. Prowl CRUSHES it with his huge foot.

Let's go!

IRONHIDE

HOOK Hey! Hey! What about me?

BUMBLEBEE Wait for your own friends.

And they leave.

(Printed with an unregistered version of Fade In)

84.

EXT. SKYWATCH HQ - DAY The three Autobots run toward the base's boundaries as the bullets BOUNCE OFF their bodies from all directions.

IRONHIDE Keep moving!

Ironhide shoots almost randomly, just to scare the human soldiers.

In the midst of the commotion, they do not notice a couple of TANKS rolling from around a hangar, they form an unified line and aim at them.

But Ironhide realizes that and decides take an attitude.

He stops his escape while the other two continue. Ironhide prepares to shoot the tanks, but they shoot first.

One round BLOWS A PIECE of Ironhide's belly, causing him to fall on one knee. Only now Bumblebee and Prowl note.

Ironhide!!

BUMBLEBEE

Bumblebee and Prowl rush back to reach Ironhide. Energon leaks from the shot hole, dripping onto the floor.

Weak, Ironhide raises his cannon with a little difficulty and shaking hand. But the tanks fire again.

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

Pieces of metal scatter across the floor, all from inside the Autobot.

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

Bumblebee and Prowl surround him, still stunned.

BUMBLEBEE (CONT'D) Take him off here!

Without question, Prowl grabs Ironhide's body in his arms and runs out of the base. Bumblebee faces the tanks with fire in the eyes.

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

Bumblebee lands onto the nearest tank and RIPS its TURRET assembly off.

(Printed with an unregistered version of Fade In)

85.

He then WIELDS the turret like a giant wrecking ball smashing the second tank, rendering them useless.

Only WRECKAGE remains.

Bumblebee hears something incoming - it's the Crash-suits team led by Spike.

Now it's time to get away. Bumblebee TRANSFORMS into vehicle mode and accelerates from there.

INT. CORRIDOR - THE ARK - DAY As Ratchet walks along the corridor, Bumblebee suddenly sounds on his comm: BUMBLEBEE (V.O.) (desperate) Ratchet! Ratchet!

RATCHET Slow down -- what's it?

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

Bumblebee barely finishes speaking and Ratchet turns around, running in the opposite direction he was headed.

EXT. NEVADA DESERT - DAY Far from the Skywatch HQ, Prowl and Bumblebee stop a moment and place Ironhide on the ground, who still does not give a sign of life.

PROWL Come on... wake up, buddy.

Nothing. Ironhide lies still.

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

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

RATCHET Step aside!

Prowl and Bumblebee make room for Ratchet to crouch beside Ironhide.

(Printed with an unregistered version of Fade In)

86.

Sound disappears as we watch in SLOW MOTION Ratchet opening the med-kit and checking Ironhide's vitals. Ratchet's eyes widen sadly, he gives a hopeless look to Prowl and Bee. Both of them get the message. Bumblebee collapses on his knees, devastated. Prowl closes his eyes, dreary. And Ratchet, hangs his head sorrowfully.

EXT. SKYWATCH HQ - NIGHT The soldiers now clean up the mess left by the Autobots.

They collect wreckage, help wounded men, etc.

INT. SKYWATCH HQ - NIGHT Spike and Joe report everything to Col. Sparkplug on the screen.

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

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

COL. SPARKPLUG (on screen) Yeah, you should. What is the level of damage?

JOE We lost many of our assault vehicles, it seems they were their primary target.

SPIKE But we did not have any dead.

Apparently, they just came to the rescue.

COL. SPARKPLUG (on screen) What about the second robot? Do we still have it?

(Printed with an unregistered version of Fade In)

87.

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

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

SPIKE Understood.

STATIC starts interrupting the line.

Colonel?

SPIKE (CONT'D)

JOE (to a technician) What's happening?

The technician just shrugs. The screen cuts to SNOW. JOE (CONT'D) I want to know what's going on here and now.

As the technicians start to work, sound of TURBINES ROARING reverberates throughout the hangar.

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

And no one knows what it's all about.

The sound grows shuddering all the hangar. Spike runs to the service lift.

EXT. SKYWATCH HQ - NIGHT A moment later, Spike, Joe and some soldiers leave the hangar where everyone there stares at the sky.

ABOVE THEIR HEADS - THE HARBINGER soars over the base, hovering in the center.

SPIKE (shouts) Everybody run!

(Printed with an unregistered version of Fade In)

88.

The vessel's rear door opens. Soundwave and two more insurgent Decepticons JUMP off, landing among the Skywatch soldiers.

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

Most of the tiny humans start running away. But some frightened men fire their rifles at enemies, in vain.

The Decepticons send pulse blasts that vaporize everything in their path as they march toward the main hangar.

INT. SCIENCE DIVISION - SKYWATCH HQ - NIGHT Dr. Weston and his scientists startle by the riot of gunshots outside.

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

BUT - BOOM! Soundwave and the insurgents CRASH through the wall on the level below. Scientists get PANICKED. While all scoot from there, Dr. Weston is the only one who is still looking at those mechanical figures, transfixed by terror.

Soundwave stands before Megatron's dead body.

SOUNDWAVE Get him out of there.

INT. HOLDING CELLS - SKYWATCH HQ - NIGHT Hook listens to the confusion out there curious, but still afraid to touch those bars.

Then, another two insurgent Decepticons SMASH OPEN the hangar gate. Hook stares, confused.

INSURGENT DECEPTICON Today is your lucky day.

(Printed with an unregistered version of Fade In)

89.

EXT. SKYWATCH HQ - NIGHT From the main hangar, Soundwave leave with their insurgents, both carrying Megatron. And on the other side, Hook and more Decepticons are approaching.

Harbinger has already lowered its altitude enough to allow the Decepticons to enter, this time with two new passengers.

As they get in, the rear door shuts again. Then the vessel gains altitude to... ... BLAST INTO THE SKIES vanishing into the night.

TIGHT ON Spike, staring up. Still trying to digest everything that happened there.

EXT. SKY - NIGHT The Harbinger streaks across the sky.

INT. MAIN LAB - HARBINGER - NIGHT Megatron lies down on a metal bed. Soundwave and most of the insurgents stand around him.

SOUNDWAVE'S POV: He does a thorough medical analysis on the entire Megatron. And the data pops up on the display at the same time.

SOUNDWAVE The critical damage was done in his spark. Apparently, it was abruptly removed from his body.

INSURGENT DECEPTICON How do you plan to fix it?

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

Soundwave randomly points to one of the Decepticons in the lab. Everyone else looks at him.

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

The Decepticons crowd upon the chosen one ferociously, before he can react.

(Printed with an unregistered version of Fade In)

90.

TIME CUT TO:

LATER Hours of work later, Soundwave finishes installing the new spark in Megatron's chest. Wires and life-support mechanisms hang from the ceiling, interfaced with him.

On the floor lies the remains of the sacrificed Decepticon, now just junk. His vital parts dismantled and removed.

SOUNDWAVE Initiate Energon recharge.

One of the decepticons triggers the console. Just as we saw happen with Shockwave, a cable connected to Megatron's spark fuels it with energy from an Energon cube.

Moments later, Megatron's spark is fully charged. Soundwave and the Decepticons wait the results.

A beat.

Held.

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

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

Megatron sits up, inspecting his surroundings confused.

Soundwave approaches him, calmly.

SOUNDWAVE (CONT'D) Lord Megatron.

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

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

BEAT as Megatron recomposes himself, realizing everything.

Until his memory seems to be surfacing again.

(Printed with an unregistered version of Fade In)

91.

MEGATRON (ready to kill now) Where is Starscream?

EXT. OUTSKIRTS OF KAON - CYBERTRON - NIGHT On the edge of a ridge at the outskirts of Decepticon territory... ... Ultra Magnus, Cliffjumper, Arcee, Jazz and Hot Rod watch stealthy Kolkular below, the Decepticons' base.

JAZZ Well, they seem a lot.

CLIFFJUMPER Come on, you speak as if you no longer remember those days that we were cornered in the Rust Sea. JAZZ At least there we had an army.

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

EXT. DECEPTICON OUTPOST - KAON - NIGHT What we found here are some Decepticons killed on the ground with blast-wounds. Hound sets a PACKET OF EXPLOSIVES in that outpost.

And he activates it, starting a countdown.

HOUND All right, countdown is up. 20 seconds.

Roger.

ULTRA MAGNUS (V.O.)

Hound TRANSFORMS into his vehicle mode and drives off.

EXT. OUTSKIRTS OF KAON - CYBERTRON - NIGHT The Autobots team waits. Then, finally...

(Printed with an unregistered version of Fade In)

92.

... KA-BOOM! A FIERY EXPLOSION erupts far from the Decepticon base, but which causes a great damage.

The Decepticons patrolling at that moment get on alert. Most of them head to the detonation site, leaving part of the base unprotected.

Now.

ULTRA MAGNUS

Ultra Magnus and the others go downhill towards Kolkular.

EXT. ENTRY WAY - KOLKULAR - NIGHT TWO DECEPTICON SENTRIES do a sweep.

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

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

Suddenly, the sentry #1 spots something OFF CAMERA. He raises his gun to shoot, but before that... ... AN ENERGY BLAST blows him off his feet. Before sentry #2 could react, another energy blast also hits him, knocking him down at once.

REVEAL the Autobots team arriving in the scene, with Arcee and Hot Rod's guns smoking.

They quietly make their way to a door, and enter.

EXT. SCORPONOK'S BALCONY - KOLKULAR - NIGHT Scorponok stands staring at the horizon, where the smoke rises to the skies from the explosion site.

Blitzwing walks up to behind him.

SCORPONOK Do we know what that was?

BLITZWING The troops have already been sent, sir.

(Printed with an unregistered version of Fade In)

93.

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

BLITZWING As you wish, Lord Scorponok.

Blitzwing turns to leave.

INT. GANTRY - HANGAR - KOLKULAR - NIGHT Our Autobot gang walks cautiously along the gantry, while below them, high-ranking Decepticons shout orders at lowrank soldiers.

The Autobots can make their way unnoticed.

INT. LARGE CHAMBER - KOLKULAR - NIGHT More Decepticons soldiers sweeping around, doing their routine.

UP ON THE CATWALK High above, the intruder Autobots emerge through a door.

Down below they realize that there are more Decepticons.

ULTRA MAGNUS Autobots: fast and deadly.

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

What follows is a succession of quiet kills.

CUT TO JAZZ surprises a Decepticon from behind, STABBING his spark with a blade, using one hand to clamp his mouth shut.

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

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

CLIFFJUMPER makes some noise to a Decepticon, whilst hiding.

As the Decepticon goes investigate, Cliffjumper lugs him to the ground and SINKS a torn iron rod into his spark.

HOT ROD comes from behind another Decepticon, gun drawn.

After pressing the barrel of his gun on the back of the target, he shoots with a muffled sound.

(Printed with an unregistered version of Fade In)

94.

END ON THE LAST DECEPTICON in that chamber finding all his brothers DEAD over the floor.

In a flash of movement, Ultra Magnus emerges behind the Decepticon. He SNAPS the neck of that soldier in a split second.

ULTRA MAGNUS (CONT'D) Let's move.

INT. HALLWAY - KOLKULAR - NIGHT The Autobots team moves fast and quiet down a hallway. All with guns in their hands, ready for any threatening.

ON ARCEE as she FEELS something. Her eyes quick-flicker, as if she had found something in the cyberspace.

ARCEE Commander, I detected something. (off look) There is a large network source near here. My scan caught it.

Where?

This way.

ULTRA MAGNUS ARCEE

Now Arcee pulls the lead. Everyone follows her down the corridor, where she guides them to... ... a side chamber on their right.

Arcee glances down into that chamber.

Inside is a large bank of what seem to be COMPUTER SYSTEMS. The systems are being monitored by a single Decepticon.

INT. COMPUTER ROOM - KOLKULAR - NIGHT The Decepticon lies dead on the floor. Magnus, Hot Rod, Jazz and Cliffjumper guard the entrance.

Arcee stands by a central console - and she has inserted her "USB" INDEX FINGER into the terminal.

Her eyes flicker frantically as Arcee navigates in the Decepticons' systems.

(Printed with an unregistered version of Fade In)

95.

ARCEE I'm accessing the Decepticons battle-net right now.

Be quick.

ULTRA MAGNUS

The others at the door are restless.

INT. HALLWAY - KOLKULAR - NIGHT Blitzwing makes his way down the hallway as he communicates with his soldiers.

BLITZWING -- and I want a watchful unit outside the boss's chamber. (beat) I know, but they are his orders anyway.

He cuts the transmission.

BLITZWING (CONT'D) (muttering to himself) Orders... is just what the "great Scorponok" knows how to do after all.

But as soon as Blitzwing turns around a hallway corner... ... he sights an unexpected scene and FREEZES. REVEAL: Hot Rod and Jazz standing at a doorway, watchful.

Their eyes intersect with Blitzwing's.

Oh scrap.

JAZZ

Then, Hot Rod opens fire at Blitzwing immediately, who manages to escape, narrowly.

BLITZWING Intruders! We have Autobot intruders!

INT. LOADING BAY - KOLKULAR - NIGHT Motormaster was overseeing the cargo transport when he received the call from Blitzwing.

(Printed with an unregistered version of Fade In)

96.

BLITZWING (V.O.) They are in the data center at level 6!

He stops what he was doing and starts walking away.

MOTORMASTER (into comm) Stunticons, meet me at level 6.

INT. COMPUTER ROOM - KOLKULAR - NIGHT Hot Rod and Jazz fire without stopping in the hallway. Ultra Magnus turns to them still unaware of the situation.

ULTRA MAGNUS What in name of Primus -HOT ROD They know we're here!

Magnus turns to Arcee, who's still linked to the computer.

ULTRA MAGNUS Arcee, you need to hurry.

ARCEE Hold a minute.

ULTRA MAGNUS This is not negotiable.

INT. HALLWAY - KOLKULAR - NIGHT Using the corner of the corridor as cover, Blitzwing exchanges shots with the Autobots along the length of the hallway.

BLITZWING Where the hell are the rest of the crew?

INT. COMPUTER ROOM - KOLKULAR - NIGHT CLOSE ON ARCEE'S FACE: Data flowing in fractions of seconds through her optics. So finally they cease.

Arcee unplugs her finger from the terminal.

ARCEE I got it, let's go!

(Printed with an unregistered version of Fade In)

97.

INT. HALLWAY - KOLKULAR - DAY The Autobots shoot at the same time at Blitzwing, not giving him the chance to retaliate. He protects himself while our heroes get away in the opposite direction.

Motormaster and his Stunticons join Blitzwing.

BLITZWING They're escaping!

MOTORMASTER Order to seal the entire building, no one enters or leaves. And tell the troops to come back here immediately, it was all a distraction.

Motormaster starts a chase for the Autobots with to his team.

ON THE AUTOBOTS Through the escape, they knock out and shoot down any Decepticon that interferes in their way, leaving behind a trail of bodies.

But SUDDENLY - a hail of gunfire ZIPS past them, narrowly hitting the Autobots.

They turn back and see Motormaster and the Stunticons coming from the other end of the corridor. Autobots have no choice but to return fire.

In a matter of seconds, they turn that corridor into a war zone.

Even exchanging shots, the two teams keep moving forward, leaving bullet holes wherever they go.

BANG! A Stunticon's round hits Cliffjumper's leg, ripping out a metal plate from his calf.

He staggers but regains his balance. Arcee gives him a worried look.

CLIFFJUMPER I'm good, don't stop!

And so they do. But Cliffjumper realizes that he cannot keep up with his friends thanks to his leg's harm. Gradually, he is falling behind.

(Printed with an unregistered version of Fade In)

98.

Cliff glances over his shoulder and he also notices that the Stunticons are getting closer and will soon catch up with them.

Only one idea comes into Cliff's mind now.

As soon as the Autobots cross a door, Cliffjumper is the only one to stop before it. Arcee is the first to notice that.

Cliff?

ARCEE

CLIFFJUMPER Forgive me Arcee, but they're fast and I'm going to delay you. That is the only solution.

ARCEE (realizes) No! Cliff, wait...

The others turn around to Arcee and Cliff. She runs back to get her friend.

CLIFFJUMPER (grins) Take that drink for me.

Cliff SMASHES the door panel with his fist, making it to close seconds before Arcee reaches up.

NO!!

ARCEE

She wants to open the door somehow, but Ultra Magnus grips Arcee's arm and starts to drag her away.

ARCEE (CONT'D) We can not leave him!

ULTRA MAGNUS We have no choice. (into comm) Jetfire, we're leaving.

With sad looks, all that's left is for the Autobots to run away.

ON THE OTHER SIDE OF THE DOOR Cliffjumper stands with his back to the jammed door.

Motormaster and the Stunticons stop few feet from him.

(Printed with an unregistered version of Fade In)

99.

MOTORMASTER Do you think this door will stop me for a long time?

CLIFFJUMPER No, but I have something else that will do.

A beat as Cliff and Motormaster stare at each other like western gunslingers.

ON CLIFFJUMPER as he raises his energy cannon up and FIRES into camera.

CUT TO: EXT. KOLKULAR - CYBERTRON - MOMENTS LATER BOOM! The entry door BLOWS UP, opening a way. The Autobots emerge through the smoke running for their lives, now with one less of them.

They rally in the center of that wide field. And there is no one there besides them four.

HOT ROD Where's our ride?

JAZZ I hope it's on the way.

On the hills in the distance, a seemingly infinite swarm of Decepticons troops ADVANCE for the Autobots from all angles.

Ultra Magnus, Jazz, Arcee and Hot Rod draw their respective weapons, yearning for a battle.

HOT ROD What now, chief?

ULTRA MAGNUS Fight until the last drop of energon in your body.

The four warriors stand with their backs to each other while the Decepticon army continues to come. When it looks like it will be their ultimate end... ... the SCREAMING APPROACH of a familiar aircraft turns everyone around.

Yeah baby!

HOT ROD

(Printed with an unregistered version of Fade In)

100.

IT'S JETFIRE and AIR RAID rocketing through the air for the rescue. Air Raid BANKS, heading to the Decepticon troops.

Air Raid fires a steady stream of rounds into the Decepticon army as he circles over the Autobots, giving them time.

Meanwhile, Jetfire descends hovering just inches from the ground. Hound opens the side hatch for his friends.

Come on!

HOUND

Without wasting time, the four Autobots run into the aircraft. When everyone is on board... ... Jetfire TAKES OFF as quickly as possible.

Some Decepticon soldiers shoot skywards, but in vain. The two Autobot aircraft went away.

INT. JETFIRE - NIGHT Finally a moment of rest for the Autobot warriors. They take a place to sit, but not totally happy.

HOUND Where's Cliff?

The others only respond with morbid silence. Hound realizes.

Ultra Magnus walks over to Arcee, who is alone in a corner of the aircraft.

ARCEE We abandoned him, sir. We left Cliff there to die.

ULTRA MAGNUS You have information crucial to our cause, Arcee, we could not risk your safety. Cliffjumper was also my friend and his sacrifice would not have been in vain.

He rests his hand on Arcee's shoulder, comforting her.

ULTRA MAGNUS (CONT'D) Do not blame yourself.

And she sadly nods.

(Printed with an unregistered version of Fade In)

101.

INT. BRIDGE - NEMESIS - NIGHT All Decepticons gathered in the same place. Brawl and Runabout are manning their stations.

On the level above, Shockwave is beside Starscream, who stands on the center with Thundercracker and Skywarp behind him like bodyguards.

RUNABOUT Sir, the excavation is already under way.

STARSCREAM Excellent. When I end the war and give the Decepticons victory, Megatron will be erased from history as if it had never existed.

SHOCKWAVE You only use greed for your own benefit, and this can undermine the Decepticon leadership in the future. It would be quite logical to maintain your authority consolidated first.

STARSCREAM What? Do you dare question my command? You think I'm not as capable as Megatron was?

SHOCKWAVE It would be wise we both agree with that, don't you think?

Starscream growls, insulted.

STARSCREAM Thank Allspark that you are responsible for that super-weapon, Shockwave. Otherwise you would be severely punished for questioning your leader.

SHOCKWAVE Face the facts, you are no one's leader. You're just a shadow of Megatron and it always will be.

Enough!

STARSCREAM

That's when the RADAR beeps. Brawl checks it out.

(Printed with an unregistered version of Fade In)

102.

BRAWL The radar caught a Decepticon spaceship approaching us.

STARSCREAM What?! Who? BRAWL I can not establish a direct link.

STARSCREAM I do not remember calling someone else from Cybertron.

BRAWL Hold on -- it is coming to docking!

Off everyone's surprise look... ... BANG! The entire ship SHAKES as something HUGE hits it from the outside.

The Decepticons almost lose their balance.

STARSCREAM What the hell happened?!

BRAWL (checking) The spaceship forced a docking at us. Now it's on board.

STARSCREAM How did these intruders do that?

Brawl searches more on his console.

BRAWL We were hacked. Whoever it was, he managed to invade the Nemesis network.

STARSCREAM I'm tired of it. I'll deal with these intruders myself... (to Shockwave) ... to show who is really in charge here.

As Starscream walks to leave the bridge, the door opens before that revealing... ... MEGATRON standing on the other side, followed by Soundwave, Hook and the insurgent Decepticons.

(Printed with an unregistered version of Fade In)

103.

Starscream FREEZES instantly, in SHOCK. If he were a human, he would certainly be chilling on his spine now.

The others on the bridge REACT. Megatron's back!

Silence.

Megatron steps calmly into the bridge, eyes locked on Starscream all the time. Starscream WINCES as he falls back.

MEGATRON Hello again, Starscream. It's been a long time.

Starscream's mind churns like never before. He has no choice but to bow before Megatron.

STARSCREAM (nervous) Lord Megatron, it's a miracle!

Thanks to Allspark you are alive again -MEGATRON (interrupting) Spare me from your false flattery, Starscream. You know exactly why I'm here.

STARSCREAM (stands) I... I know?

MEGATRON You left me to die at the hands of Optimus Prime. Instead of helping your master, you fled and took my throne.

STARSCREAM I-I think your facts are a little mistaken, my lord, perhaps you should...

Soundwave.

MEGATRON

Soundwave takes a few steps forward. His face-display begins to show MEGATRON'S POV FOOTAGE from his last battle in the first movie.

Everyone watches.

(Printed with an unregistered version of Fade In)

104.

Soundwave switches to another POV footage showing Starscream standing on top of a building, just looking while Megatron claims for help off screen. But Starscream flees in his jet mode.

STARSCREAM (nervous chuckles) I think you're confusing things, sir, the Autobots were in the majority, and I needed to find a place to plan your triumphant retu-WHAM! Megatron PUNCHES Starscream full-forced in the face, dropping him to the ground.

MEGATRON Tell the lie that you think is best, but I remember very well that I claimed for help and you simply abandoned the battle as a fucking coward.

Seeing that there is no way out, Starscream bows at Megatron's feet, begging.

STARSCREAM Lord Megatron all mighty, I beg you to have mercy on me! I confess that I was wrong, but I was scared and did not know what I was doing.

MEGATRON Do you really think you can change your fate at this point?

Starscream realizes that his death is inevitable there.

Then, he gets up pointing his missile on the arm to Megatron's face.

The insurgent Decepticons aim their cannons at him, but Megatron signals that everyone hold.

Thundercracker and Skywarp exchange looks, confused. What the hell is going on here?

MEGATRON (CONT'D) Oh, a brave attitude from you finally.

(Printed with an unregistered version of Fade In)

105.

STARSCREAM Here's my terms: you let me live and leave unharmed, then you will never see or hear of me for the rest of your life.

Megatron smiles, sarcastically.

MEGATRON Why in the name of Unicron do you think you are in a position to decide your terms, Starscream?

Then unexpectedly, Runabout joins Starscream also aiming his weapon at Megatron.

Starscream glances at him, surprised.

You too?

MEGATRON (CONT'D)

RUNABOUT You took us to this damn planet at the beginning of everything. Thanks to you, my brother is dead.

Starscream smiles discreetly, more hopefully than before.

RUNABOUT (CONT'D) Now you and your mindless fanatics will make way for me and Starscream to -SUDDENLY - A PURPLE ENERGY BEAM EXPLODES THROUGH RUNABOUT'S CHEST! Starscream STARTLES as Runabout topples face-first on the floor, now DEAD with a big hole in his torso.

Before Starscream could know who was the shooter... ... another round of the same energy LOPS STARSCREAM'S AIMED ARM OFF HIS BODY. He YELLS OUT painfully as turns around to Shockwave, with his cannon smoking.

Y-You...!

STARSCREAM

(Printed with an unregistered version of Fade In)

106.

SHOCKWAVE Leave someone inconsequential, unpredictable and disqualified in charge would be something... illogical.

Scared, Starscream quickly turns to escape but bumps into Megatron a few inches from him.

Megatron PLUNGES HIS HAND into Starscream's chest and PULLS OUT his SPARK, which glows in Energon energy.

But Megatron doesn't remove it completely, some internal wires are still connected to the spark, leaving Starscream minimally conscious yet.

MEGATRON Your services for the Decepticons is over, Starscream.

Then, Megatron CRUSHES STARSCREAM'S SPARK in a single grip before his eyes, making him watch his own death.

Starscream blackouts completely as Energon streams through Megatron's hand like blood.

Megatron looses that dead body at his feet.

A beat.

MEGATRON (CONT'D) Anyone else with greedy plans to retire me and take my place?

No answer.

MEGATRON (CONT'D) Shockwave, status report.

SHOCKWAVE The excavation is already in progress, we are just waiting for the signal.

MEGATRON Good. And get that pile of trash out of my ship.

TIGHT ON Thundercracker, still thinking about what he witnessed there. And from his look, it was not something he would approve of.

(Printed with an unregistered version of Fade In)

107.

EXT. SKY - NIGHT As Nemesis moves along... ... something DROPS off it into a free-fall, barely visible in the night.

EXT. OCEAN - NIGHT The thing that separated from Nemesis plummets hard through the air, motionless.

Seeing more closely we realize: it's Starscream's dead body!

And - SPLASH! Starscream hits the water like a rock.

EXT. UNDERWATER - CONTINUOUS Starscream sinks fast, sucked into the silent vortex.

Disappearing into the darkness of the ocean.

EXT. THE ARK - FLYING - NIGHT Establishing.

INT. CRYO-STORAGE HOLD - THE ARK - NIGHT A solitary Optimus Prime stands before Ironhide's lifeless body, which lies in a kind of CRYO-STORAGE CHAMBER opened.

Despite the attempts, the damage was too serious and Ratchet could not save the warrior.

Optimus just stares at his dead friend with a face that seems to hide his great sadness.

A long beat.

Then Optimus presses a button on the edge of the chamber. It automatically seals, and retracts to the wall, where other chambers stay.

That is now like Ironhide's grave.

Optimus turns and walks out.

(Printed with an unregistered version of Fade In)

108.

EXT. LAS VEGAS - NIGHT Establishing.

EXT. CONSTRUCTION SITE - NIGHT The same site where the Constructicons were working before Verity disturbed them.

But there is nothing else there. No Constructicon or human, now it's a ghost place.

In the center of that yard is where we see... ... A LARGE BOTTOMLESS CRATER. It's like an extensive pit stretching into the ground, fading into the darkness.

INT. LAS VEGAS UNDERGROUNDS - NIGHT Miles below the Sin City, Vortex leads the Constructicons through a spacious underground tunnel.

Everyone using their headlights to light the way. Vortex is guided by a holographic MAP projected from his forearm.

SCRAPPER Are you sure we're on the right track?

VORTEX I'm following what Shockwave has marked. If something is wrong, blame him.

BONECRUSHER Why do we have to trust him? He has been nonfunctional for many cycles.

There must be some loose circuit inside that head.

LONG HAUL Because he's the only one who knows where this thing is. It's still our best chance.

MIXMASTER I do not think I'll say it but I agree with Bonecrusher, Shockwave may have been wrong at some point.

Suddenly, Vortex stops at the edge of a steep SLOPE. The Constructicons gather around him.

(Printed with an unregistered version of Fade In)

109.

SCRAPPER Did you find something?

While others look on the holographic map, Vortex's eyes are locked on something beyond the camera.

VORTEX Definitely.

The Constructicons follow Vortex's gaze, tilting their heads up in awe.

LONG HAUL (thunderstruck) By the Allspark...

REVERSE ANGLE REVEALS The Decepticons dwarfed near AN ENORMOUS CYBERTRONIAN CONSTRUCTION buried deep underground in the city.

Their beams of light lit a part of it.

It's still difficult to know the real shape of the structure, we only see a towering metal wall. In some way it looks ancient, full of stress marks like a forgotten relic.

INT. VERITY'S APARTMENT - MORNING A hurried Verity packs her stuff in the backpack.

Moments later, when she finishes storing everything she needs, Verity wears the backpack and leaves her apartment.

EXT. LAS VEGAS STREETS - MORNING Verity rides her bike through the streets wearing sunglasses and that backpack as if traveling. And indeed she will.

She moves past the pizzeria where she works, and glances into it. Mr. Hodges is on a phone call and he does not see her.

Verity turns her head to the street again and continues on.

JUMP CUT: A moment later, Verity stops at a red light next to another bunch of town cars. And waits.

During that wait she reflects on her decision to leave.

(Printed with an unregistered version of Fade In)

110.

But AT THAT MOMENT - Verity SENSES something. Whatever it is, gets her attention. It's a strange feeling.

Coincidentally, she looks at a store across the street - and its glass facade is TREMBLING. In a matter of seconds, the tremor grows harder, CRACKING the windows of the surrounding buildings.

The other drivers also notice that strangely. People on the sidewalks look at it with concern but no panic.

Until the EARTHQUAKE begins. Tremors ripple out from the center of the city, SPIDERWEBBING the pavement and sidewalks like ice in the springtime.

Verity struggles to maintain her balance as the tremors grow stronger. Pedestrians run to protect themselves.

And when everyone was thinking it was just an ordinary earthquake... ... from Verity position, we see the center of the city HEAVING UP INTO THE AIR, spewing dirt, rock, and asphalt in all directions.

A CROWD of PANICKED PEOPLE runs like a wave toward Verity as she gazes that in a half-fascinated terror, like some drivers out their cars around her.

In addition to the tremors, an deafening sound of a machinery POWERING UP echoes throughout the city. Definitely it is not an earthquake.

Then, the buildings in the center begin to FALL APART in sequence, lifting a cloud of dust at the same time.

More and more are crumbling like a domino effect in the direction of Verity, who stares STUNNED. Only seconds later Verity realizes the danger she is in, as if her mind has come back to reality. People rush past her in the opposite direction, screaming desperately.

Verity spins her bike around and twists the throttle at top speed, zigzagging through the crowd.

She glances back - sees the ARMAGEDDON coming for her. The people farther afield behind are swallowed up by the cloud of smoke from the ruins.

(Printed with an unregistered version of Fade In)

111.

Verity can not go faster with her bike, there are many people on her way desperate.

So that mass of smoke sweeps through the whole street like a desert SANDSTORM, engulfing everyone there - including Verity.

The force of the gale causes Verity to lose her balance on the bike, consequently falling to the ground.

EXT. LAS VEGAS - AERIAL - DAY High angle. Half the whole city is now covered by a cloud of smoke and dense dust, emanating from that devastating destruction.

But it looks like there's more to it than rubble inside that smoke. Whatever it is, it's surfacing.

Gradually, a MONUMENTAL CYBERTRONIAN STRUCTURE emerges out the smoke, rising from the city almost in slow motion. The thing we saw buried underground.

That's called HARVESTER. A round construction space station-sized like a five-spoked wheel that now hovers quietly above the remains of Las Vegas.

The Nemesis ROARS into frame, orbiting around the Harvester.

INT. BRIDGE - NEMESIS - DAY All the Decepticons glare at the Harvester through the bridge panel, ASTONISHED. MEGATRON The key to the new era of Cybertron is finally in my hands.

INT. BRIDGE - THE ARK - DAY All the Autobots gathered there, except Prime. Bumblebee continues head down, still with Ironhide's death weighing on his shoulders.

A moment later, Optimus walks in joining the others.

(Printed with an unregistered version of Fade In)

OPTIMUS (beat) Ironhide's body will be safe until we return to Cybertron to give him a decent funeral.

BUMBLEBEE I'm sorry, leader Optimus. If I had not been reckless, none of this would have happened.

OPTIMUS We already talked about this, Bumblebee. Staying regretting the past will not help, we have to overcome this. Ironhide would want us to keep tough, even more so in our current situation.

SIDESWIPE I do not want to sound disrespectful or rude, but we can not waste any more time. We have to find the Cons and stop them from finding the super-weapon.

Cybertron's survival depends on this.

Agreed.

OPTIMUS

RATCHET The problem is that we do not have their location. So far there has been no further attack on any human power plant.

PROWL So that's why they wanted so much Energon? To turn on such a weapon?

WHEELJACK It is most likely. Considering what you both said about this weapon, it would require a large amount of Energon to be functional. More than any spaceship.

SMOKESCREEN So where to start?

Silence. No one has an answer for that.

112.

(Printed with an unregistered version of Fade In)

113.

However, it's when an alert BEEPS on one of the bridge consoles. Wheeljack goes check it.

As he delves about that alert beacon, Wheeljack gets confusedly surprised. And the others notice that.

OPTIMUS What is it, Wheeljack?

WHEELJACK I don't know... it's strange. The radar detected Cybertronian technology signature not far from here in a human city.

BUMBLEBEE Maybe it's the Decepticon ship, their camouflage must have given some trouble.

WHEELJACK No... it is bigger than any ship we know.

Wheeljack and the others realize, worried.

SMOKESCREEN The super-weapon.

OPTIMUS Wheeljack, lead us there.

INT. SKYWATCH HQ - DAY Skywatch is on the move. Soldiers collect all useful or nondestroyed equipment left by the Transformers' ravage.

Spike is focused on reading a clipboard. He does not notice Joe entering the hangar AGITATED and hurried with a radio in his hands.

Spike!

JOE

Joe reaches out for Spike as he turns to him.

What is --

SPIKE

JOE Colonel Wallace wants to talk to you urgently. He said it's about the tremor we felt a few hours ago.

(Printed with an unregistered version of Fade In)

114.

Off Spike's curious look: EXT. SKIES ABOVE LAS VEGAS - DAY The Ark arrives at its destination, soaring over the city.

In the distance: the Harvester hanging in mid-air.

INT. BRIDGE - THE ARK - DAY Autobots can hardly believe what they see out there.

Oh my...

BUMBLEBEE

RATCHET In the name of Primus, look at the size of that thing.

SIDESWIPE We're too late.

EXT. HARVESTER SURFACE - DAY Nemesis made a landing on the grand structure. The Decepticons are scattered, admiring their surroundings.

Megatron enjoys that environment alone as if it were something sacred to him. Skywarp walks up to him.

SKYWARP Lord Megatron, there's an incoming Autobot ship.

MEGATRON Optimus. You never disappoint me.

SKYWARP What are your orders?

MEGATRON Show them our welcome reception.

INT. BRIDGE - THE ARK - DAY Approaching the Harvester, Optimus spots someone standing on the edge of it and staring at them. Far away to recognize at first sight.

RATCHET Who is that?

(Printed with an unregistered version of Fade In)

115.

ON OPTIMUS as his eyes widen, recognizing Megatron there.

OPTIMUS No... it's impossible.

SUDDENLY - the ship is ROCKED with a MASSIVE IMPACT, EXPLOSIONS erupt. The Autobots hold themselves on feet.

Wheeljack and Ratchet stay put, fighting for control the ship. Thundercracker and Skywarp ROAR past above the Ark. BUMBLEBEE It's Skywarp and Thundercracker!

Then, a hail of rounds hit the ship from outside. It seems to come from every possible direction.

SMOKESCREEN There are more of them!

OPTIMUS Ratchet, weapons now!

EXT. SKIES ABOVE LAS VEGAS - DAY The insurgent Decepticons - now in their PROTOFORM JET MODE - swarm the Ark firing upon it in unison.

The Ark's cannons engage, FIRE a volley at the flying Decepticons around, shooting down some of them.

But it does not seem to be enough. The Decepticons are smaller and agile, thus managing to dodge most of the shots.

INT. BRIDGE - THE ARK - DAY Ratchet mans the weaponry while Wheeljack the helm. The others can only watch.

RATCHET They are many!

Incoming!

WHEELJACK

Thundercracker and Skywarp fly straight toward the Ark. They send another barrage of missiles, shaking the ship roughly.

PROWL They're massacring us!

(Printed with an unregistered version of Fade In)

116.

WHEELJACK Prime, if continue like this, the Ark will not last long.

OPTIMUS All right, take us away from here as fast as you can.

Wheeljack starts to change the course of the ship.

EXT. SKIES ABOVE LAS VEGAS - DAY During the escape of the Autobot ship, an enemy shot hits a Ark's turbine severely, damaging it.

EXT. HARVESTER SURFACE - DAY Megatron watches on the horizon the Ark fleeing the city expelling black smoke from one of its turbines.

EXT. NEVADA DESERT - DAY The Ark roars across the sky. Its doom seems sealed.

INT. BRIDGE - THE ARK - DAY Ratchet and Wheeljack struggle valiantly with the ship.

WHEELJACK We're leveling out!

EXT. NEVADA DESERT - DAY The Ark begins to level out over the desert wasteland, gliding in the hot sunlight.

INT. BRIDGE - THE ARK - DAY Alarms FLASH in all screens. Sparks fly everywhere. Autobots hold on to where they can not lose their balance.

EXT. NEVADA DESERT - DAY As the Ark flies over the desert, a LARGE CHUNK of it falls away and hits the ground.

(Printed with an unregistered version of Fade In)

117.

INT. BRIDGE - THE ARK - DAY Things are about to go from bad to worse.

Ratchet and Wheeljack have managed to level off the ship, and are flying low, too low.

Through the semi-charred windows a MOUNTAIN RANGE can bee seen. And they're heading straight for it.

Oh scrap!

SMOKESCREEN

OPTIMUS Ratchet, do we still have weapons?

RATCHET Now just the emergency batteries, enough to squeeze off a shot!

OPTIMUS Target ahead and fire!

EXT. NEVADA DESERT - DAY The Ark fires an ENERGY BLAST at the mountain range. Direct hit, a hole opens in the side of the mountain in the Ark's flight path. The ship speeds along to its fate INT. BRIDGE - THE ARK - DAY The mountain gets closer and closer.

OPTIMUS Brace for impact!

Autobots protect themselves the way they do.

EXT. NEVADA DESERT - DAY The Ark glides along in near silence, it IMPACTS the mountain precisely where the energy blast had been discharged.

The DESTRUCTION is immense, DEBRIS everywhere. Once the dust settles, the Ark finds itself embedded.

(Printed with an unregistered version of Fade In)

118.

EXT. HARVESTER SURFACE - DAY After waiting a while, no signal from the Autobot ship.

Megatron smiles. Shockwave steps closely.

SHOCKWAVE My lord, do you want me to send troops to investigate the crash site?

MEGATRON Not now. We have more important things to do.

EXT. BRIDGE - THE ARK - DAY DESTRUCTION dominates the scene. The ship is bad shape. The Autobots are lying down near their previous posts, all motionless.

BEAT. A moment later, one of them starts to rise - Smokescreen.

After recomposing himself, he begins to realize what really happened there.

SMOKESCREEN Holy Primus... (notes Optimus) Oh no -- Leader Optimus!

Quite worried, Smokescreen rushes through all the other Autobots and crouches next to Optimus, trying to wake him up.

SMOKESCREEN (CONT'D) Please wake up. Come on... I will not let you die soon after I met you. (beat) Come on...

Finally, Optimus opens his eyes. Smokescreen expresses great relief after that.

OPTIMUS Smokescreen...?

Smokescreen helps Optimus sit up, still feeling a bit dazed.

SMOKESCREEN Praise be to Allspark. For a moment I thought that you...

(Printed with an unregistered version of Fade In)

119.

OPTIMUS What about the others?

SMOKESCREEN They seem to be okay, but stunned just like you.

OPTIMUS Help me wake them up.

DISSOLVE TO: EXT. NEVADA DESERT - LATER The Autobot Ark embedded in the side of the mountain. Its ENGINES are the only thing sticking out.

SIDESWIPE (pre-lap) Wait -- Megatron is alive?!

INT. BRIDGE - THE ARK - DAY All the Autobots have recovered now and resting.

SIDESWIPE I thought you guys had killed him here. All Cybertron knew about that.

So was I.

OPTIMUS

RATCHET Optimus, are you sure it really was him?

OPTIMUS Absolutely.

BUMBLEBEE How is this possible? We saw Optimus ripping out Megatron's spark from inside his chest.

PROWL We're talking about Megatron, the bastard is hard to kill.

(Printed with an unregistered version of Fade In)

120.

WHEELJACK With Megatron back to life or not, the Decepticons have a small army with them and we are only seven.

SMOKESCREEN We should use the radio of our starship that we use to come here and contact our allies at Cybertron, ask for reinforcements.

SIDESWIPE We can't, Smokescreen. We are also few in Cybertron, and there is still a part of the Decepticon super-weapon to deal with, just as we have.

BUMBLEBEE So what options are left for us?

Silence as all eyes turn to Prime, who thinks quietly. They wait a response... anything.

OPTIMUS Yes, we urgently need reinforcements. But not from other Autobots.

Off the Autobots' puzzled stare...

CUT TO: EXT. SKYWATCH HQ - DAY A couple of C-130 CARGO PLANES landed with their back door lowered. Skywatch soldiers put all base equipment inside those aircraft.

Walking across the base, Col. Sparkplug alongside Spike and Joe, taking about Las Vegas.

COL. SPARKPLUG -- as far as we know, the thing emerged from the heart of the city and devastated almost everything.

SPIKE Any relationship with the Transformers?

(Printed with an unregistered version of Fade In)

121.

COL. SPARKPLUG Our analysts are still working on it, but I bet the damn aliens are into it.

JOE Any theory about what the thing is?

Maybe some kind of weapon or spaceship.

COL. SPARKPLUG Nothing. But I do not want to wait to find out.

INCOMING!

VOICE (O.S.)

The three men look at where that shout came from just to find out... ... Optimus Prime RACING in vehicle mode toward the base.

The soldiers begin to mobilize. Optimus RAMS through the fence into the base.

The red truck speeds for Spike, Joe and Sparkplug bypassing everyone on the path, others throw themselves away.

SPIKE Dad, get to the chopper!

Spike and Joe take a step forward to shield Sparkplug. Both pull out their pistols, aiming at the upcoming Kenworth.

But Optimus HALTS a few feet from Spike and Joe, then TRANSFORMS into robot mode as the Skywatch soldiers swarm him.

Sparkplug can not move, he is mesmerized by what he is seeing there.

Optimus gets on his feet with his hands up, surrendered while all the weapons are pointed at him.

Now what?

JOE

Spike takes a few steps closer to Optimus, always with his weapon pointed at him. Optimus just tilts his head down.

(Printed with an unregistered version of Fade In)

SPIKE I do not know if you have too much courage or too much stupidity to step on here after all that has happened recently.

OPTIMUS Indeed. I know of what happened here, but I did not come to take revenge or attack you.

SPIKE So what? Give me a reason no one here pulls the trigger.

OPTIMUS I suppose you are already aware of the great Cybertronian structure that emerged from under one of your cities.

Spike, Joe and Sparkplug exchange looks.

SPIKE Yeah, we know. Do you have something to do with it?

OPTIMUS No. That was Megatron's doing.

Somehow, he's got back to being functional and now he's about to complete his plan.

JOE What do you want with us?

OPTIMUS The same as you: destroy that machine once and for all, but for that my team and I will need human reinforcements.

SPIKE How do I know we can trust you?

OPTIMUS Because you have no choice. Not even me.

COL. SPARKPLUG What happens if we refuse your help?

122.

(Printed with an unregistered version of Fade In)

123.

OPTIMUS Then your world and mine will be condemned, and Megatron with his Decepticons will be victorious.

They are still reluctant.

SPIKE No choices, huh?

OPTIMUS My world has been devastated by endless conflicts between us. Many exiled themselves to the stars, others perished over time. Now, the planet is on the verge of becoming a lifeless wasteland. (beat) Do not let the same happen to your world.

Even hesitant, Spike feels confident in that figure, in those words.

Then: SPIKE Lower weapons.

All the soldiers obey, just as Optimus also lowers his arms.

OPTIMUS You made a wise decision.

SPIKE Now tell us all you know about that thing in Las Vegas.

EXT. HARVESTER SURFACE - DAY On the edge of the Harvester, Megatron stands propped on one knee contemplating at what once was Las Vegas miles below.

Shockwave and Soundwave approach, flanking him.

SHOCKWAVE Lord Megatron, although the Harvester is running, there are still some internal repairs to be made to ensure the success of its operation.

(Printed with an unregistered version of Fade In)

124.

MEGATRON Do whatever it takes to make it functional. Now we have taken the second step towards the end of this war, and not even Optimus can prevent me from reaching the final step.

Camera slowly CRANES UP. Until we look from a high angle and see the true scope of the devastation.

CUT TO BLACK. THE END