Transformers: Sins of War

TRANSFORMERS SINS OF WAR

by Luis Filipe

Based on Hasbro's Transformers Action Figures

Copyright © 2017 This is a fan script Luisfilipearaujo13@gmail.com

OPEN ON a CYBERTRONIAN HEAD lying on the ground.

It is a massive head of an alien robot, ripped from its own body. Half the face was severely damaged, showing the mechanical interior of the thing.

CAMERA BEGINS TO PULL BACK - moving away from the head and revealing more of the scenery around us.

On the background, we see buildings. The design and architecture tell us that we're clearly not on Earth, but in a highly advanced civilization.

The sun is low in the sky, and bathing the landscape blood red.

However, all that infrastructure we see is in a real collapse. Black smoke raise the skies, buildings badly wrecked, distant sound of gunfire and explosions.

It's a WAR raging there.

As the camera keeps pulling back, we see more Cybertronian corpses scattered on the floor. And the number only increases.

Mechanical beings of great stature lying on the ground like garbage, lifeless.

As we hear the racket of SHOTS and BOMBS growing in PRE-LAP, we CUT TO: A BATTLEFIELD. We are at the core of what appears to be a town. Skeletal steel frames push from rubble, providing only a suggestion of the structures that once stood.

Across this wasteland, the AUTOBOTS and the DECEPTICONS are locked in a ferocious combat.

The Autobots demonstrate focus and concentration on battle, almost synchronized between them. We see PRECISE MOVEMENTS echoed from robot to robot.

The Decepticons provide a contrast. There is more brutality in their manner. They are unpredictable, rabid. They roar as they charge, plasma blazing from their weaponry.

2.

Soldiers of both factions are shot down, but the Decepticons are far, far in great number. And the tide of war is turning against the Autobots.

CUT TO A small group of Autobots maintaining a barrage of fire while some of them are lacerated by plasma fire.

CUT TO THREE AUTOBOTS fleeing and carrying a wounded brother with them as the enemy shots whiz past within inches of them.

But they are surprised by a Decepticon BOMBSHELL that explodes near them, knocking the three to the ground.

CUT TO Another Autobot crawling: weak, his right arm and his left leg were ripped out in battle.

CUT TO An Autobot - now in his PROTOFORM VEHICLE MODE - racing across the battlefield firing his cannon, which is coupled to the roof of the vehicle.

But suddenly - BLAM! A DECEPTICON TRUCK violently SLAMS into the side of the Autobot, capsizing the vehicle over the ground. As it rolls, the car CHANGES ITS SHAPE by turning back into its robot form.

CUT TO A city burning at sunset.

CUT TO BLACK. And sudden silence. Over this black screen, a caption appears: CAPTION A civil war ravages the planet Cybertron. On the one hand, the Decepticons fight to take control and rule the world with their tyranny. On the other, the Autobots fight for freedom.

The caption fades, to be replaced by: CAPTION (CONT’D) Autobots are losing.

3.

Then FADE IN: EXT. ALBUQUERQUE - DAY SOARING over New Mexico's great city.

LEGEND: "ALBUQUERQUE, NEW MEXICO." We arrive to the city express bus station.

INT. FOOD SERVICE AREA - BUS STATION - DAY A constant commotion of people, going from one place to another carrying their luggage. Some arriving at the station, others about to leave.

Sitting at one of the tables we find... ... a mysterious YOUNG WOMAN, 19, drinking coffee, alone.

She wears old, worn clothes. A dark sunglasses that prevents us from seeing her face completely, plus a discolored cap on her head.

Attached to her back, a backpack that seems to have suffered a lot. She's a nomad.

While drinking her coffee quietly, the girl surveys her surroundings under those sunglasses, analyzing, studying. As if she was looking for something, or someone.

Moments later, she spots a typical nice FAMILY - dad, mother and son - entering the station ready to travel.

Our mysterious girl stops drinking, takes the money from the coffee and puts it on the table. Then she gets up, heading for the family.

INT. CONCOURSE - BUS STATION - DAY The family walk towards the security checkpoint. But the kid's eyes turn to a nearby kiosk, more precisely the ice cream in the showcase.

KID Mom, can I have an ice cream?

The mother can't deny that request.

4.

DAD Go. We still have plenty of time.

Mother and son move to the kiosk. Meanwhile, the dad picks up his cell phone to distract himself.

While his eyes are glazed on the phone's screen... ... that mysterious young woman "accidentally" bumps into the man, almost losing her balance.

YOUNG WOMAN (innocently) Oh God -- I'm sorry! You okay?

DAD I'm fine, don't worry.

YOUNG WOMAN Really? I feel so stupid now.

DAD It's not that bad. Just keep your eyes on where you're going.

YOUNG WOMAN Yeah, sure, I'll remember that next time.

She heads off as the man backs to his phone.

INT. SECURITY CHECKPOINT - BUS STATION - DAY Upon arriving at the checkpoint, our girl shows up her travel ticket. The guard checks it and nods for her to continue.

She puts her backpack through the scanner and crosses the metal detector. Then picks up her bag again.

EXT. DEPARTURE AREA - BUS STATION - DAY A row of passengers enters the express bus. Among them, the young woman. She glances back and sees: HER POV: At the checkpoint, that family is having a problem.

The security don't let them continue and the husband searches for something in his pockets insanely.

DAD I'm sure I did not miss my ticket, damn it!

5.

Yes, our mysterious woman is a thief. She gets in the bus with the others.

EXT. FREEWAY - DAY The Express bus departs from Albuquerque.

INT. EXPRESS BUS - DAY MOVING through the aisle, passing by several passengers in their seats and arriving at... ... the intriguing thief woman. She takes off her sunglasses, showing for the first time the beautiful face of - VERITY CARLO. A face that suggests that she has been through a lot in this life, that does not give up easy.

Verity puts her glasses in her bag and pulls out her iPod with the headphones.

As she plays a song in the device, Verity slides into her seat enjoying the landscape outside the window.

EXT. ARIZONA DESERT - SUNSET An engine ROAR - then a CH-47 CHINOOK HELICOPTER skims the sand and rocks, BLASTING through frame.

LEGEND: "SOMEWHERE IN ARIZONA." INT. CH-47 CHINOOK - SUNSET Flying the Chinook is MAJOR SPIKE WALLACE. Sense of humor.

Born leader. He travel with a SPECOPS TEAM, returning from a tough mission.

Next to him: SERGEANT JOE HENDERSON. Muscular. Spike's best friend. He whistles a song clearly upsetting Spike.

SPIKE Seriously, Joe? This song again?

JOE You love this song. In fact, everyone loves this song.

6.

SPIKE I loved until you made me bored with it.

JOE Don't mock my gift, bro. One day I'll win American Idol and you be wishin' you knew me.

SPIKE We barely got into this helicopter and you're already making me want to jump out.

JOE Shut your mouth, you can't survive without me. But for your sadness, I will have to dedicate my time to someone else.

SPIKE Oh no, please tell me that you did not decide to move on with that crazy girl.

JOE No! Jesus, Spike -- I'm talking about the brunette with a tattoo on her back. Michelle.

SPIKE (tries to remember) Oh, yes, I got it. She's not so bad.

JOE "She's not so bad"? This is envy, I can see clearly in your face. We both agreed to talk by video call when I arrived.

SPIKE Really? Do me a favor, ask your girl if she does not prefer someone more handsome like me.

JOE Ha-ha, you're so funny. I almost forgot something new for you, Spike.

SPIKE What?

7.

JOE My cousin sent me the message about the game. The Celtics got thrashed last night.

SPIKE Come on man, you could have just said "they've lost, I'm sorry for you, Spike."

Joe shows his middle finger, smiling. The others laugh.

EXT. CANYON - NIGHT A vast, lonely desert on all sides. Everything is calm and quiet.

A beat.

Then, we begin to feel something very distant - it's like a tremor. The nearby bushes vibrate with the sound, which comes closer and louder.

Like from footsteps - BOOM. BOOM. BOOM. Finally... ... A GIANT MECHANICAL FIGURE steps into the frame, barely visible in the night. This is RUNAMUCK. We'll meet him later.

He looks up as if looking for something.

RUNAMUCK'S POV: The robot's targeting system ZOOMS IN on the skies, scouring the air until find - THE CHINOOK. After locating the target, Runamuck raises his right arm by TRANSFORMING it into a ENERGY CANNON. He takes aim and FIRES a single ball of energy upwards.

INT. CH-47 CHINOOK - NIGHT The place has become a relaxed and fun meeting. Joe tells his stories pretty excited, and everyone pays attention.

JOE ... And when her boyfriend came to me, I simply froze. (re: Spike) And this guy did not even let me know before it was too late.

8.

SPIKE Hey, don't make me the villain of the story. You wanted to go to that nightclub. And I warned you to stay away from that woman.

JOE You should have persisted, after all you know how I am. (then) In short: I was kicked out of the nightclub after hitting her boyfriend's jaw, but the girl thought my attitude exciting and hook up with me.

The others cheer at Joe. SPIKE I wonder if your dear Michelle knows this story.

JOE That was two weeks before I met her, okay? (beat) If you tell her one word about it, I'll kill you.

ANGLE ON: One of the SPECOPS, with his back propped on the wall aside the window. A bright LIGHT on the outside catches his attention. As he turns to see what it's all about...

EXT. ARIZONA DESERT - NIGHT Runamuck's energy shot rockets and BLOWS UP the Chinook's rear ROTOR BLADES. INT. CH-47 CHINOOK - NIGHT The blast JOLTS the chopper sorely. Some men are thrown to the floor while the others hold themselves in their seats.

EXT. ARIZONA DESERT - NIGHT Exhaling black smoke from an engine, the Chinook dives hard every second.

9.

INT. CH-47 CHINOOK - NIGHT The chaos continues. Pilots do their best to try to stabilize the chopper. The SPECOPS team stands firm as the entire aircraft SHAKES like in an earthquake.

SPIKE HOLD ON! EXT. ARIZONA DESERT - NIGHT The Chinook descends toward the Canyon just below.

EXT. RAVINE - CONTINUOUS In a deep, narrow gorge with towering rocky walls on both sides, the chopper falls SLITTING one wall with its rotor blades.

And - BLAM. The Chinook SLAMS into the ground wildly, PLOWING UP dirt along the ravine. It comes to a slow crunching stop.

It lies there, completely nonfunctional.

Moments later, we hear someone trying to open the side hatch jammed. After a few attempts... ... Spike breaks open the hatch by throwing himself on the ground. Still stunned, he stands up using the helicopter as his support.

He's bruised and bleeding. Spike leans his back on the helicopter and looks around to find out where he is.

Soon after, Joe hops out the helicopter assisting a wounded man, followed by four more survivors. They rest for a moment on the ground.

Joe places the wounded soldier on the ground and catches his breath.

SPIKE Joe... the others...

But Joe shakes his head "no". Spike hangs his head, dreary.

JOE Only us. I’m sorry.

10.

SPECOPS #1 What happened? What knocked us out?

SPECOPS #2 We were ambushed... someone was watching us, it can only be something like that.

SPIKE We need to contact the base.

JOE We can use the helicopter radio if it's still working.

SPECOPS #1 I’ll check it.

The SPECOPS #1 gets back in the helicopter. Spike squats, still feeling the recent losses. Joe approaches him.

SPIKE They were good men. They had wives and children.

JOE I know, but we need to get out of here to find out who did this to us and fight back.

SPIKE Yeah.

Joe helps his friend to stand up. The SPECOPS #1 returns from inside the helicopter.

SPECOPS #1 The radio has been completely damaged.

SPIKE Let's get out of this hole and send a warning signal. Get your rifles, we don't know if the enemy will come to finish the job.

EXT. RAVINE RIDGE - LATER Below, our SPECOPS keep moving. We see only the beam of light from their lanterns.

11.

Then - Runamuck moves past the camera, as if watching the soldiers. We still do not see him completely, just part of his shoulder and arm.

EXT. RAVINE - NIGHT The men stride down the path, Spike in the lead. Joe walks up to him.

JOE What do you think could have done that?

SPIKE Sincerely? I have no idea. We have lots of enemies out there, Joe, it could be anyone.

JOE I hate not knowing what we're up against.

Spike glances at Joe. That’s when he senses something that makes him STOP. Joe realizes and SIGNALS for the others to stop too.

Silence. The soldiers look at each other, confused.

Something is not right and Spike feels it.

JOE (CONT’D) Spike, what's going on?

Before Spike can say anything - A MASSIVE BULKY FIGURE DROPS FROM THE SIDE WALL TOP. KA-BLAM! Runamuck lands on the ground hard, knocking the soldiers down, barely visible in the shadows.

All the men FREEZE before that creature, nobody knows what to do. Runamuck looks at them with his gleaming eyes, like a predator choosing its prey.

SPECOPS #2 Holy Jesus...

A tense pause.

Runamuck gives a wicked smile and lifts his arm transforming it into his energy cannon, aiming at the soldiers.

12.

SPIKE EVERYBODY MOVE! As the men run for cover, Runamuck FIRES his energy blasts.

One of the soldiers is OBLITERATED into oblivion upon being hit.

Scattered in two groups, the SPECOPS take cover behind a few rocks. Runamuck approaches with slow, heavy steps.

JOE Jesus Christ -- what will we do, Spike?

Everyone is waiting for an answer, anything. Spike thinks, but there is only one way out now: SPIKE Let's give it everything we have. (to the others) On my signal!

The others prepare themselves, some with trembling hands, some breathing hard.

Runamuck shoots around the soldiers just to scare them, he's enjoying that. The men hold position, waiting. When Spike realizes that the target is close enough...

SPIKE (CONT’D) Now! ... they all emerge from their covers OPENING FIRE at Runamuck at the same time. The Decepticon shields his face with his arm.

The bullets RICOCHET OFF that steel armor.

JOE Shit! It's not working!

Then Runamuck returns fire, this time shooting to kill.

Another soldier is hit, turning into ashes.

Joe stares at the poor man was, now erased from existence.

While he's distracted, Runamuck targets Joe without him noticing, but Spike does.

SPIKE Joe! As Runamuck fires...

13.

... Spike JUMPS Joe out of the way. The energy blast BLOWS a hole right where Joe stood.

SPIKE (CONT’D) Are you all right?

Joe just gives him a nod. Runamuck steps a few inches from the duo. In order to protect his friend, Spike gets up and shoots the robot.

But Runamuck GRABS the soldier with one hand, as if he were an insect, and lifts him off the floor.

JOE (to the soldiers) Hold your fire! You're going to hit the major that way.

Runamuck takes Spike at the same height as his face. He gazes at that little human with disgust. Spike SQUIRMS inside that giant hand but it's impossible to get out.

The Decepticon tightens his hand gradually making Spike moan.

The other men want to shoot but fear to hit their leader.

At that moment, Spike spots something on the robot's shoulder: THE DECEPTICON SYMBOL. Purple, grim.

CLOSE ON JOE: On one knee aiming his 40mm under-barrel grenade launcher cautiously right at the arm of the Decepticon.

When he's sure, he fires. The shot hits the mechanical arm hard, Runamuck HOWLS at the same time let loose Spike. He falls on the ground amid several stones.

JOE (CONT’D) Now! Shoot it!

The other soldiers start firing the robot again. Furious and impatient, Runamuck fires merciless. The SPECOPS die one by one in a matter of seconds.

Joe tries to help some of them but one of the energy shots BURSTS right next to him, throwing Joe to the ground, unconscious.

Runamuck looks around and sees that there is no longer any human standing. He glances at the wound on his arm and growls. Damn it.

SPIKE'S POV: Lying on the ground, stunned but alive. He sees Runamuck TRANSFORMING into vehicle mode, and speeding away.

14.

Our soldier tries to stand, but he's still weak and falls again. After seeing Joe meters ahead, injured and unconscious, he crawls to his friend.

SPIKE Joe... please...

As Spike grovels for Joe, we slowly rise up. Until we look straight down and see the true scope of the carnage, the massacre.

EXT. CANYON VALLEY - NIGHT Somewhere far away in the desert rests a huge alien ship.

This is NEMESIS - a Decepticon flagship.

Ominous, deep purple color. Behind it, there is the trail of destruction caused on the hard landing some time ago.

Runamuck approaches in his vehicle mode.

INT. CORRIDOR - NEMESIS - NIGHT Runamuck makes his way through the hallway. That's when another Decepticon emerges from a room - RUNABOUT. Runamuck's brother. He notes that arm wound.

RUNABOUT (subtitled) What happened to you?

RUNAMUCK (subtitled) Nothing.

INT. BRIDGE - NEMESIS - NIGHT An imposing figure stands with his back to us: MEGATRON. Grim, with a menacing CANNON attached in his right forearm.

Right next to Megatron is STARSCREAM - the greedy Decepticon Air Commander.

Both watch another Decepticon working on a bridge console BRAWL. a Decepticon capable of taking the form of a tank.

Runamuck comes in, and kneels in front of Megatron.

RUNAMUCK (subtitled) Lord Megatron, I bring you good news.

(MORE)

15.

RUNAMUCK (CONT'D) I caught a human airship flying over our surroundings and knocked it down quickly. There were no survivors.

Megatron turns slowly to Runamuck, staring at him with his bright red bloodshot eyes.

MEGATRON (subtitled) Have you risked our discretion, been wounded in battle, and still boast of killing a few simple insects? Is that your good news?

RUNAMUCK (subtitled) Well, sir... I... I...

Megatron walks up to Runamuck making him more nervous.

MEGATRON (subtitled) Our camouflage still makes us imperceptible to the natives, and you simply show yourself to them without my permission.

RUNAMUCK (subtitled) F-Forgive me, sir, it will not happen again.

MEGATRON (subtitled) Good to know. If I see any fleshly creatures approaching this ship, I'll rip out your spark and make you and your brother watch.

Megatron returns to his starting position, watching Brawl.

Starscream walks to Runamuck, who is still on his knees.

STARSCREAM (subtitled) What are you still doing here? Get out just before you smear my master's patience.

Fussy, Runamuck leaves the bridge. Starscream joins Megatron right after.

16.

EXT. DESERT HIGHWAY - DAY CLOSE ON A ROAD SIGN, which reads: "Welcome to Phoenix."

Albuquerque’s express bus speeds past it.

EXT. PHOENIX STREETS - DAY We follow the Albuquerque bus making its way through the city streets. Inside the vehicle, Verity only has eyes for the city around.

EXT. BUS STATION - PHOENIX - DAY Later that day, the bus is already parked and the passengers are coming down. Some already pick up their larger luggage in the vehicle compartment.

Discreetly, Verity steps out the bus. After putting on her cap and sunglasses, she leaves the station without anyone noticing.

EXT. PHOENIX STREETS - DAY Verity walks along the sidewalk and admires the whole urban environment. Then she takes the backpack off to get something, but when she opens it, she finds no food.

VERITY Shit.

She puts the backpack on her back again and crosses the street, toward a convenience store.

INT. CONVENIENCE STORE - DAY On the food racks, Verity chooses something to eat: some packets of biscuit, candy, cereal bars, water bottle, etc.

JUMP CUT: The CASHIER checks all that Verity got. After passing all the products: CASHIER U$17.40.

Verity rummages inside her bag and pulls out a banknote and several coins, putting everything on the counter.

17.

The cashier counts all that heap of money.

CASHIER (CONT’D) You only have U$17.20.

VERITY What? Try again.

CASHIER Trust me, it's U$17.20.

VERITY C'mon man, are only twenty cents.

CASHIER I'm sorry, but no money, no shop.

VERITY We're talking about twenty fucking cents.

CASHIER Welcome to capitalism, darling.

Verity sighs impatiently, but tries to contain her anger.

VERITY All right. Take anything that exceeds U$17.20.

The cashier removes some cereal bars.

EXT. CONVENIENCE STORE - DAY After exiting the store, Verity picks up her iPod, puts the headphones and plays some music.

Then, she starts to move on.

EXT. OUTSKIRTS OF PHOENIX - DAY Just on her own feet, Verity leaves the city. She glances back a moment, but keeps moving forward.

EXT. DESERT HIGHWAY - DAY Our walker makes her way under the blazing sun. With each car passing the road, she signals for a ride. But nobody stops.

Verity waves both arms to the next car, but it does not even slow down.

18.

VERITY Come on... just one.

No choice, Verity keeps walking.

EXT. GAS STATION - LATER After a long walk, Verity finally finds a place to rest. She sits on an old tire and picks up the water bottle off her bag.

Besides to quenching her thirst, Verity also bathes her face to cool off. A moment of relief.

Then she notices some drivers fueling up their cars at that moment. A chance to have a ride.

CUT TO A TRUCK DRIVER leaving the convenience store of the station with a can of beer in hand. He walks up to his truck.

But before he enters the cabin, the man notices Verity talking to the last car of the station. But the driver accelerates off, leaving the poor girl alone there.

The truck driver pauses, then turns to Verity.

TRUCK DRIVER (calling out) Hey girl!

Verity turns around.

TRUCK DRIVER (CONT’D) Yeah, you! Are you looking for a ride?

She hesitates.

TRUCK DRIVER (CONT’D) You better decide quickly, I have to leave now.

The driver enters his truck. Verity stands still, thinking about what to do. But as the truck driver starts the engine, Verity makes her decision and runs to the truck.

As she climbs up the truck cabin CUT TO:

19.

EXT. DESERT HIGHWAY - DAY The truck drives down the road.

INT. TRUCK - DAY Verity devours her last cereal as the truck driver looks at her curiously.

Neither of them talk for a while, all we hear is the truck's engine and the chews of Verity.

A beat.

TRUCK DRIVER So... how a girl like you is in such a situation?

She does not respond, keeps feeding.

TRUCK DRIVER (CONT’D) Okay, can I know where you're going at least?

VERITY It’s a personal matter.

TRUCK DRIVER Right.

After finishing the cereals: VERITY I'm sorry but you have something to drink? -- I mean, something cold.

TRUCK DRIVER If you like beer, there's a thermal box under your seat.

Verity leans over and pulls a thermal box from under the passenger seat. She opens it and picks up a can of beer, drinks it without hesitation.

TRUCK DRIVER (CONT’D) My friend Poe gave me that beer. I would recommend this one.

He shows the beer he bought at the gas station.

VERITY Anything goes.

20.

While Verity delights in that icy drink, the driver gazes at her suggestively.

Those female curves, that sweaty skin.

That's not a good sign.

VERITY (CONT’D) (finishes the drink) Thanks. I needed this.

She throws the empty can through the window.

VERITY (CONT’D) And I'm going to Las Vegas, trying to start a new life. Thank you for helping me, you were the only one who did this in a long time.

TRUCK DRIVER (grins) You're welcome. Sometimes I play the good Samaritan.

He lies his hand on the truck's gear lever.

TRUCK DRIVER (CONT’D) We just have a little problem. I'm going to the opposite side of Las Vegas.

VERITY It's okay, you can drop me off at the closest point, no problem. It's been a long time since I've been taking care of myself.

TRUCK DRIVER You decide, but...

The driver slides his hand slowly over Verity's thigh.

TRUCK DRIVER (CONT’D) ... we can solve this in a very easy way, do not you think?

He faces Verity expecting her to agree with him, but our girl ELBOWS his nose in reply, splashing blood on the truck panel.

VERITY GET OFF ME! He grabs his nose gushing blood as Verity continues to punch him several times.

21.

TRUCK DRIVER (painful) My nose you son of -In order not to lose control of the truck, the driver SLAMS the brake immediately.

EXT. DESERT HIGHWAY - DAY As the truck stops at the shore of the road, Verity jumps out instantly and takes distance.

The truck driver remains in his seat trying to contain the nosebleed with his hands.

Furious, Verity grabs the first stone she finds on the ground and hurls into the truck's cab. Then another and another.

VERITY Did you think you'd get on with it, you bastard?!

Sometimes she hits the truck and sometimes the driver.

VERITY (CONT’D) You want me? Do you think you're tough out of that truck?! Come on!

I'm right here!

The injured driver leans over and shuts the passenger door to protect himself from the stones. Then he starts the truck.

TRUCK DRIVER You're a crazy bitch!

He speeds away, leaving Verity alone on the road.

VERITY And you're a filthy prick! Better run, motherfucker!

The truck pulls away from reaching the Verity's stones.

The vehicle disappears from our sight. Verity stands for a moment, breathing hard.

A beat. She recomposes herself and returns to her journey, walking alone in that vast desert.

22.

EXT. ABANDONED HANGAR - DAY After almost half an hour of walking, Verity arrives at an old hangar. She quickly scans the place for something useful.

There is nothing but the remains of a single-engine airplane dismantled inside the hangar, destroyed by time.

Without wasting time, Verity returns to the highway making her way again.

Off which DISSOLVE TO: EXT. NEAR A JUNKYARD - HIGHWAY - EVENING The sun is almost completely set. Tired, Verity stops at the sight of that secluded junkyard by the side of the road.

Inside, there is an old shack.

Only one thing goes through Verity's head now: food and water. Then she heads to that place.

EXT. FENCE - JUNKYARD - EVENING Using her agility, Verity easily climbs the fence and jumps into the junkyard.

Inside she's confronted with a sea of abandoned vehicles, almost the size of a baseball field.

As she strides toward the shack, we see piles and piles of useless cars, pick-ups and trucks. Some apparently in good condition, others totally destroyed.

EXT. SHACK - JUNKYARD - EVENING After crossing that garbage field, Verity steps on the porch of the shack. For now, without sign of life.

VERITY Hello?

She waits. No response. She realizes the front door open.

Gently, Verity enters the shack.

23.

INT. SHACK - JUNKYARD - CONTINUOUS After she stepped inside the shack, Verity comes across the OWNER of the establishment: lying on the couch like a beggar, probably in an alcoholic coma.

On the floor next to the couch, two empty bottles of drink and a semi-full in his hanging hand.

With cautious steps, Verity passes the man without waking him, heading toward... ... THE KITCHEN. She opens the refrigerator and finds a packed lunch. This will serve.

Verity takes that bit of food, a Coke and a spoon on the table. Then she leaves, without the owner noticing her.

EXT. JUNKYARD - NIGHT Under the starry sky, Verity sits on top of one of the piles of cars, dining like a starving child.

Moments after she finished eating, Verity lies on the car windshield taking the last drops of her Coke staring at that star-field, which shine like diamonds on the black sky.

She finishes the Coke and drops it to the floor, just like the empty bowl. Looking at the sky, Verity FLASHES BACK TO: EXT. ROOFTOP - NIGHT (FLASHBACK) A YOUNG VERITY watches the stars with a telescope next to her FATHER. Both smiling, enjoying the moment.

EXT. JUNKYARD - NIGHT The hours passed and Verity fell asleep on top of that car.

Wind howling.

A long beat.

THEN - everything there begins to SHAKE. All the cars start to vibrate and that only increases.

Consequently, Verity wakes up with that trembling, confused.

She looks around and sees the entire junkyard quivering like an earthquake.

24.

A sound like innumerable jet-planes catches her ears.

Distant, yet overwhelming.

Verity stands on the car hood as... ... AN ORANGE FIREBALL GOES BLAZING THROUGH THE CLOUDS, PLUNGING HARD. From Verity's position, we track that huge meteor... ... until, some miles distant, further up the desert, seeing across the vast plains... ... it crash-lands on the ground.

Because of the distance, the sound is delayed by a few seconds, so the impact takes place in SILENCE. And a few seconds after the sound comes the shock wave, this one physical - a ripple through the surface of the earth.

Verity can SEE it before it hits her - shuddering out from crash sight, racing around the desert and the junkyard.

The impact topples a few piles of cars. Verity keep her balance up there.

Then is gone.

Off Verity’s PERPLEXED face: EXT. DESERT - NIGHT FOLLOWING Verity as she rushes hard toward the crash-site.

She goes through rocks, holes, slopes, but nothing that prevents her from proceeding.

EXT. RIDGE ABOVE CRASH-SITE - MOMENTS LATER Verity climbs to the edge of the ridge, looking at the havoc that the thing did below.

There is a kilometer rip through the ground, like a scar, culminating in the huge fallen object, without any visibility within a cloud of dust and smoke.

VERITY Holy shit.

Mind churning, Verity walks down the ridge.

25.

EXT. DESERT - NIGHT CAMERA PANS ACROSS the crash area, moving through huge scraps of ripped metal, some on fire, scattered over the floor.

Finally we come to the end of that destruction.

We can see a strange SILHOUETTE within the smoke, something really big. Maybe some machinery. As the dust settles, it REVEALS to us... ... A MASSIVE HIGH-TECH ALIEN SPACESHIP. Lying on the ground, at a slight angle, in a crater of its own making.

This is THE ARK. An Autobot ship.

Five times bigger than the Star Destroyer from Star Wars.

It's like a small flying town.

A moment later, we hear something pounding the ship's hull from the inside.

The strokes get stronger and stronger until finally... ... WHAM! A hatch pops open, and a ROBOT comes out from the ship: BUMBLEBEE. Black and yellow.

Still a little stunned after the impact, he looks around trying to identify where he is. But all that Autobot sees is an endless desert of rocks and sand.

Then another Autobot joins Bumblebee - PROWL. Quiet, competent and loyal.

[NOTE: From now on, each Transformer talk in italics means that they are speaking in their ALIEN LANGUAGE, SUBTITLED.] PROWL How do you feel, Bumblebee?

BUMBLEBEE I will survive, don't worry about me.

But Prowl notices a cleft in his friend's forearm.

PROWL I'm going to call Ratchet to take care of it.

BUMBLEBEE I said I'm fine. (sadly) The others... they did not get it, did they?

26.

PROWL Ratchet is doing what he can. But it's still no time to rest, the Decepticons are still out there and we are vulnerable.

BUMBLEBEE Right.

PROWL Scout the Ark. Any sign of the Decepticons or the natives, report us immediately.

Bumblebee gives him a nod. Prowl goes back inside the Ark while Bumblebee circles the ship, evaluating all the damage done in the fall.

The ship is strong, but still it suffered a lot. Electric sparks flicker from several points over the hull.

Bumblebee keeps going toward the huge turbines, always supervising the scathe.

As he turns the corner of the ship, Bumblebee finds something on the ground next to his feet... ... the tiny VERITY staring at him, in SHOCK. Wide eyes, jaw dropped. Both of them FREEZE one facing each other in tense silence.

BUMBLEBEE Oh crap.

And AT THAT MOMENT - Verity gives her loudest and most scandalous SCREAM of all her life.

Quite nervous and scared, Verity staggers back at the sound of the robot's voice. Bumblebee raises his hands in a sign of peace, trying to calm her down.

But all that goes on in the girl's mind is despair.

Verity stumbles and falls with the butt on the floor, she still creeps backwards as Bumblebee takes cautious steps toward her, trying to be cool.

BUMBLEBEE (CONT’D) Hey -- I know it's hard but try to calm down.

27.

VERITY MOVE AWAY FROM ME! BUMBLEBEE No, please, I...

Verity's hand finds a metal splinter on the ground. Without thinking twice, she uses it to threaten Bumblebee, as if it were a knife.

VERITY STAY RIGHT THERE -- NO MOVE! Bumblebee stops, not because of Verity's words, but because he's studying her. We can see his eyes flickering quickly.

BUMBLEBEE'S POV: He accesses the internet and downloads every piece of data in cyberspace.

VERITY (CONT’D) If you take one more step I swear I stab you, no matter what the hell you've come!

As Verity speaks, Bumblebee analyses in detail at that language, all in a matter of seconds.

Despite the threats, Verity remains seated on the floor, pointing the piece of pointed metal at the robot, hands shaking.

Calmly, Bumblebee kneels on one knee still with hands up. We can almost hear Verity's heart beating at this moment.

BUMBLEBEE (nicely) Maybe we can talk better now, but only if you calm down, okay?

After hearing that, Verity falls in silence. Oh God, I'm understanding this thing.

VERITY (startled) You -- You -- I understand you.

BUMBLEBEE Well, your world wide web is fairly primitive so it was easy to analyze and upload all the languages on your planet.

28.

VERITY I'm delirious... this is a dream -a really bad dream.

BUMBLEBEE Look, I think we...

Quickly, Verity gets up and runs as far as she can away from Bumblebee.

BUMBLEBEE (CONT’D) Wait!

Bumblebee chases her.

During her run around the ship, Verity glances at Bumblebee right in her tail. It's at this moment that she loses sight of her way and... ... KA-RASH!! A COLOSSAL FOOT SLAMS DOWN BEFORE HER. 50 tons of hardened-steel. Verity stops and tilts her head up to face IRONHIDE. One of the oldest and toughest Autobots, gruff and ornery. He wields an ENERGY WEAPON. IRONHIDE Well, what do we have here?

VERITY Oh God. Verity turns around but she finds Bumblebee coming up.

BUMBLEBEE Listen to me, we will not hurt you.

PROWL (O.S.) Bumblebee!

Prowl joins them promptly.

VERITY Another one?!

PROWL What do you think you're doing? We should not interact with the natives.

BUMBLEBEE She appeared suddenly, I did not see her! I swear!

29.

While Bumblebee and Prowl argue, Verity tries to escape from there unnoticed. But...

IRONHIDE Not yet, little one. ... Ironhide aims his huge weapon at her. His eyes finish flicker, as did Bumblebee's. Without hesitation, Verity raises her hands above her head, surrendered.

IRONHIDE (CONT’D) We still have to decide what to do with you.

VERITY W-What?

Back to Bumblebee and Prowl.

PROWL One of our primordial rules is not to interfere with other cultures, we always go unnoticed.

BUMBLEBEE We're in war, Prowl! We cannot... (notes Ironhide) Ironhide! Low your weapon, now!

IRONHIDE What? Now are you friend of these little creatures? What if she was a Decepticon spy who came to tell our location?

BUMBLEBEE She is not a threat, put your weapon down!

IRONHIDE Or what?

Tension increases among the robots. Verity's completely lost in the conflict, not knowing what can happen.

Bumblebee hand's comes up, his arm TRANSFORMING into an ENERGY CANNON. And he aims at Ironhide.

IRONHIDE (CONT’D) Are you really willing to do that, kid?

PROWL You two -- stop this stupidity!

30.

Without many options, Verity just shrinks to the ground covering her head with her arms fearing the worst.

VERITY (muttering to herself) Please don't fight. Please don't fight. Please don't fight.

The eyes of Ironhide and Bumblebee lock on each other. Both tense. They can shoot at any moment.

But SUDDENLY - a ship's door SLIDES OPEN interrupting that moment. A TALLER FIGURE stands at the portal, SILHOUETTED against the ship interior light.

The taller figure speaks with a deep and noble voice. That is enough to end the conflict between the Autobots.

TALLER FIGURE Autobots, what's going on here?

The robot steps off the ship revealing to us: OPTIMUS PRIME. Red and blue. The leader of the Autobots.

All the others soothe before their leader. Verity raises her head and sees Optimus, the tallest and most impressive of the robots.

OPTIMUS Is not it enough to fight the Decepticons? Now shall we fight against our own allies?

PROWL Bumblebee mocked one of our rules, sir. He interacted directly with one of the earthlings without permission.

BUMBLEBEE I did not do it on purpose, she just...

OPTIMUS It’s okay, Bumblebee.

Optimus looks down to Verity, who just stares at that situation. The robot crouches on one knee and leans his massive head close to her.

Optimus' eyes flicker - he's doing his upload. Verity can not move, her mind is still processing all that.

31.

OPTIMUS' POV: He scans Verity, her fingerprints and facial recognition. All her data appears on his screen.

OPTIMUS (CONT’D) Verity Carlo, daughter of Henry Carlo and Valette Carlo?

VERITY (startled but amazed) Y-Yeah.

OPTIMUS I am Optimus Prime. We are autonomous robotic organisms from the planet Cybertron.

BUMBLEBEE Or Autobots, if you prefer.

OPTIMUS I apologize for this disturbance.

We're going through dark ages and sometimes we can lose control of ourselves. Right, Ironhide?

IRONHIDE (uncomfortable) Yeah... sure. I apologize.

Ironhide keeps his gun in the compartment on his back.

VERITY Ironhide...

OPTIMUS He's our weapons specialist. (re: Prowl) That's our military strategist.

Designation: Prowl.

PROWL Greetings.

OPTIMUS (re: Bumblebee) He's our best sniper. Designation: Bumblebee.

Bumblebee sympathetically waves at Verity. She waves back, still stunned.

Then two more Autobots appear at the door of the ship: RATCHET and WHEELJACK.

32.

OPTIMUS (CONT’D) There they are. Our medical officer, Ratchet and the chief engineer of Cybertron, Wheeljack.

Their eyes twinkle for a few seconds. They are connected.

RATCHET Salutations female. I'm sorry for getting so... abrupt to your planet.

She just gives him a nod.

OPTIMUS Tell me some good news, Ratchet.

RATCHET I would love to, sir, but I could not save the others. The damage was critical and we lost all three.

IRONHIDE Damnit!

Optimus pauses a moment for the losses.

OPTIMUS Wheeljack, status.

Wheeljack raises his left forearm, which it materializes a holographic screen with several codes and numbers in Cybertronian writing.

WHEELJACK The shields did a good job, but we lost one of the engines during impact, it will take time to fix it. The comms are offline and our camouflage is disabled, which leaves us short time until the earthlings know that we are here. (beat) The good thing is that the energon is stable but nearly in the limit.

VERITY “Energon”?

BUMBLEBEE The life force within all Cybertronians. And also fuel for our stuffs.

33.

OPTIMUS So we can't waste more time, we're one step behind the Decepticons.

Wheeljack, do your best to bring the Ark functional as fast as possible.

WHEELJACK Yes, sir.

OPTIMUS Ratchet, I want you to bring our communication back. We can not let our brothers think we're dead.

RATCHET I'll see what I can do.

OPTIMUS Ironhide, Prowl and Bumblebee: Form a perimeter around the Ark. If you see a Decepticon, do not hesitate to shoot.

IRONHIDE It will be my pleasure, sir.

PROWL You heard the boss, let’s move.

Each Autobot moves to their stations, leaving Verity and Optimus alone there.

VERITY Wait a minute -- what about me?

OPTIMUS You should go away as far as possible, Verity Carlo. This is not a safe place.

VERITY But...

Optimus turns his back to her and walks back to the ship.

VERITY (CONT’D) (almost a whisper) ... I have nowhere to go.

EXT. NEMESIS - CANYON VALLEY - NIGHT Establishing.

34.

INT. BRIDGE - NEMESIS - NIGHT Brawl works on the ship's main console which shows a TOPOGRAPHIC 3D MAP of the region they are.

Megatron walks in, followed by Starscream.

BRAWL Lord Megatron, you come at the right time.

MEGATRON Tell me.

Brawl enlarges the holographic image showing a terrain in more detail.

BRAWL With the radars still functional, I triangulated a possible location of the landing site of the Autobot spaceship.

He zooms in the image showing a red dot isolated in the desert. Megatron approaches.

BRAWL (CONT’D) Probably here is the location.

MEGATRON How sure are you?

BRAWL 88.7%, sir.

STARSCREAM Let me take care of them, Megatron.

I can kill those Autobots by myself.

MEGATRON No, I have other plans for you, Starscream.

STARSCREAM Our main goal has always been to eliminate the Autobots! And now is our best chance to do it.

MEGATRON Silence! You'll do what I tell you to do. (into comm) Runabout. Runamuck. Vortex.

35.

INT. LOWER DECK - NEMESIS - NIGHT Three Decepticons gathered there: Runabout, Runamuck - both checking their weapons - and VORTEX. MEGATRON (V.O.) We have a location. As soon as you get the coordinates, wend to the Autobots for an immediate attack. (beat) No survivors.

RUNABOUT Finally.

INT. BRIDGE - NEMESIS - NIGHT Back at Megatron, Starscream and Brawl.

MEGATRON Now, what did you find on this rubbish planet?

Brawl types in his virtual keyboard - the 3D map changes to a different region, now showing a human-made structure.

BRAWL The scanner detected a network source east of this position in a complex made by the earthlings.

We'll probably find what we want there.

MEGATRON Good.

EXT. NEMESIS - CANYON VALLEY - NIGHT The ship's BACK DOOR opens as... ... TWO DECEPTICON VEHICLES (Runabout and Runamuck) burst out the hangar with a CHOPPER (Vortex), which follows the duo overhead across the desert.

EXT. THE ARK - DESERT - NIGHT Verity is ready to leave, but she faces that vast desert ahead and then the alien ship behind her.

She pauses by reflecting on her options. So she makes a decision, and decides to go back to the Ark.

36.

INT. BRIDGE - THE ARK - NIGHT The ship’s nerve center and control room. The bridge is an expansive complex with Autobot sized CONSOLES all around the perimeter. VIEW SCREENS dominate the decor.

MASSIVE WINDOWS encircle the front of the room giving an expansive view of the exterior.

Floor space extensive, allowing the Autobots to get around comfortably in either their robot mode, or vehicle mode.

Standing before the COMMAND CONSOLE - which is elevated above the area - is Optimus, trying to make contact with his home.

But the display just shows SNOW. Meanwhile, Ratchet works on the bridge systems like a mechanic, amid wires and cables.

RATCHET You had luck?

OPTIMUS No. I can't establish a link with Cybertron. We're on our own here.

RATCHET Do you think maybe... the others...

OPTIMUS They are fine, I know that. I've known those warriors for many cycles, and I have hope they will not fall so easy.

RATCHET Yeah... I think you're right.

OPTIMUS Keep trying.

EXT. ON TOP OF THE ARK - DESERT - NIGHT We have a broad view of the desert that extends as far as the eye can see. Bumblebee stands staring at that desolate land, lost in thought.

Then he notices Verity climbing up to him.

BUMBLEBEE Oh, you're still here. I thought you were gone.

37.

VERITY I'm still organizing all this in my mind, I guess.

She is still afraid of approaching that robot.

BUMBLEBEE Come on, step closer.

VERITY You guys are not radioactive, right?

Bumblebee just laughs.

BUMBLEBEE Of course not. I assure you.

She smiles and joins Bumblebee, contemplating that sea of sand and rocks.

VERITY So, you're alien machines...?

BUMBLEBEE Yes... more or less. We can be made of metal but we're alive inside as much as you are. We're just different.

VERITY This is the most insane thing I've ever experienced in my life, no doubt.

BUMBLEBEE We would appreciate it if you kept this a secret.

VERITY It's okay, I would probably be sent to an asylum if I talked about all this. (beat) What happened to your ship?

BUMBLEBEE We made a final onslaught against the Decepticons, an ultimate attack to end the war. But they fled and we chased them through space.

However, we were hit by an asteroid field that damaged both ships.

38.

VERITY And did you fall here in while they wandered through space?

BUMBLEBEE No. Our ship suffered most of the damage and took us off course, the Decepticons were able to follow their way to this planet.

VERITY Decepticons... who are they?

BUMBLEBEE You will not want to know.

EXT. CLUSTER OF ROCKS ON A HILL - DESERT - NIGHT Here we find Prowl, always vigilant eyeing the environment like a hawk.

A beat.

Ironhide walks up behind him.

IRONHIDE You know that's not right, do you?

We should be hunting those bastards and not stand here with our arms crossed.

PROWL We are following Optimus' orders.

He is our leader and knows what to do. You should go back to your post.

IRONHIDE You always loved being the Boy Scout. I'm not saying that I do not trust Prime, but that we should be acting.

PROWL We will act when the time comes, until then you remain attentive.

Ironhide shakes his head. Typical.

EXT. ON TOP OF THE ARK - DESERT - NIGHT Back to Verity and Bumblebee, sitting side by side.

39.

BUMBLEBEE Why are you alone? You are so young.

Verity hesitates for a moment.

VERITY After my father died I am alone. I could not continue in that city, I have to leave.

BUMBLEBEE You did not have anyone else?

VERITY My mother -- stepmother, I mean.

But I could not bear to look at her, I had to get away from her and that city.

BUMBLEBEE I suppose you and your father were very close.

VERITY Yeah. He taught me how to protect myself, to drive, to use an iPod, to use a telescope... damn, how I loved seeing the stars. (grinning) But he was a poor cook, so I had to learn it myself.

Off Bumblebee, captivated by that young woman.

EXT. CLUSTER OF ROCKS ON A HILL - DESERT - NIGHT Ironhide reflects for a moment.

IRONHIDE Since this war began, we have been at a disadvantage. We lost many friends. Only once did I want to change that.

PROWL I also had losses, Ironhide.

Warriors that I considered as my brothers. If we fight back without thinking, we will only bring bad consequences for us.

Ironhide realizes that Prowl will not change his mind.

40.

IRONHIDE Just consider what I said.

Ironhide once.

As Ironhide turns around to leave... ... Prowl gets on ALERT, like a hunting dog who heard something distant.

Ironhide stops, he senses something too. The two robots exchange looks.

PROWL Did you feel it, too?

Ironhide shakes his head “yes� and approaches Prowl at the edge of the hill.

THEIR POV: Far on the horizon they spot the DECEPTICONS coming - Runabout, Runamuck and Vortex, all in their automotive mode.

IRONHIDE (ready to kill now) Decepticons.

PROWL It seems like the time has finally come. (into comm) Leader Optimus.

INT. BRIDGE - THE ARK - NIGHT Optimus and Ratchet are already aware of the situation, preparing their respective weapons.

PROWL (V.O.) The Decepticons, they found us and are coming up from the west.

OPTIMUS I saw them too, Prowl. Let's keep a defensive area around the Ark, we cannot let them damage it any more.

PROWL (V.O.) Roger that.

41.

OPTIMUS (into comm) Wheeljack.

INT. ENGINE ROOM - THE ARK - NIGHT A large area that contained the ship's immense engine room and control terminal. Everything became a mess after the crash-landing.

Using his high-tech tools, Wheeljack works hard by fixing those engines. Then: OPTIMUS (V.O.) Are you listening to me?

WHEELJACK Yes, Prime.

OPTIMUS The Decepticons have located us and are about to attack. I need you to take care of the Ark. WHEELJACK You have my word, sir.

Wheeljack drops his tools and draws his energy weapon off his back.

EXT. ON TOP OF THE ARK - DESERT - NIGHT Bumblebee gets on his feet after noticing the Decepticons in the distance. Verity realizes that's a bad sign.

BUMBLEBEE Oh no.

VERITY What now?

BUMBLEBEE They are here.

VERITY Who? BUMBLEBEE The bad guys. Come with me.

Bumblebee grabs Verity with his giant hand.

42.

VERITY Hey! And then he starts to run down the ship.

EXT. DESERT - NIGHT Runabout and Runamuck speed up side by side while Vortex flies a few feet above.

From the two cars croup, a barrage of missiles SCREAMS toward the Ark. EXT. THE ARK - DESERT - NIGHT The missiles pummel the ground rising a cloud dust, but some of them are about to hit the Autobot ship, when... ... Prowl roars down in his vehicle mode, but TRANSFORMING into humanoid form along the way.

He FIRES his energy gun shooting down the missiles before they touch the ship.

INT. CORRIDOR - THE ARK - NIGHT Bumblebee places Verity on the floor gently as the blasts on the outside rock the ship.

BUMBLEBEE Stay here and hide, I promise to come back soon.

VERITY Wait -But Bumblebee turns and runs into the battle, leaving Verity alone there.

EXT. THE ARK - DESERT - NIGHT ON Prowl as he hears the sound of a Transformer changing his shape. Then - Runabout lunges from the smoky curtain before Prowl can react. The Autobot rolls back and stops in a standing position.

Prowl stands facing his enemy. From both arms of Runabout arise a couple of grinding BLADES.

43.

And he CHARGES the Autobot.

Prowl shoots several times but Runabout deflects each shot with his blades.

When Runabout comes close enough to his target, he dispels all his fury by those blades. He slices the air as Prowl DODGES and weaves the blows.

ON RUNAMUCK In his robot form seeing Runabout and Prowl dueling in the distance. He aims his weapon at Prowl, who remains distracted in the fight and doesn't realize the enemy behind him.

When Runamuck is about to pull the trigger...

IRONHIDE (O.S.) Not in my watch! ... Ironhide rams him full on, like a pedestrian hit by a car. The Decepticon is now riding the front of Ironhide.

As Ironhide carries his foe across the place, he TRANSFORMS mid-stride - rises to robot form and SLAMS Runamuck against the Ark side wall.

IRONHIDE (CONT’D) I'm going to tear off every wire inside your head!

We see Runamuck's eyes twinkling for a few seconds, assimilating that new language.

RUNAMUCK I wanna see you try.

As Runamuck headbutts Ironhide: ON PROWL AND RUNABOUT Prowl proves to be more agile and evasive, while Runabout swings his blades like an savage beast.

With quick and precise blows, Prowl knocks Runabout to the ground and aims his gun at him.

PROWL Stay where you are, Decepticon.

It's over for you.

Runabout gives him a sarcastic smile.

44.

RUNABOUT Too soon, pal.

Prowl doesn't understand at first until he's targeted by Vortex (the chopper), hovering above him, which rains down MACHINE GUN FIRE. Almost instinctively, Prowl shields himself as the bullets BATTER his body. He drops to his knees under the fire, defenseless.

Runabout gets up, feeling victorious.

But AT THAT MOMENT - Vortex gets a hail of bullets from below, making him BANKS hard to escape. Runabout tilts his head up and sees - OPTIMUS and RATCHET upon the Ark, weapons raised and smoking.

Angry, Runabout aims at the two Autobots.

RUNABOUT (CONT’D) Die, you bastards.

But - WHAM! He's suddenly SLAMMED OUT OF THE WAY by a KICK right in his face, from Bumblebee. He turns to Prowl.

BUMBLEBEE Need a hand?

ON OPTIMUS AND RATCHET Both on the ground shooting Vortex overhead. But the helicopter whirls and fires upon them.

OPTIMUS Take cover!

The two Autobots run away as the enemy fire whiz past them.

Optimus and Ratchet throw themselves to behind some stacks of rocks, using them as cover.

Vortex soars over them, for moments later more distant, he begins to U-turn for a new assault.

RATCHET We'll never take him if we continue like this.

OPTIMUS I agree. Let's change the strategy.

45.

ON VORTEX As he U-turns completely toward the Autobots. But he finds Optimus with something in his hands - a huge ROCK. Optimus HURLS the rock straight for Vortex. Before it reaches its goal, Vortex vaporizes the stone with his machine gun.

A curtain of dust covers our view of Optimus and Ratchet for a moment.

When Vortex passes through the curtain he encounters Optimus still on the ground in the same position, but Ratchet IS GONE. He hangs in the air for a second.

VORTEX'S POV: Using his scanner, he tries to find Ratchet somewhere, but no sign of him. Meanwhile, Optimus just stands, waiting something.

SUDDENLY - Ratchet LEAPS from a rocky peak and GRASPS Vortex in midair. The chopper JOLTS with Ratchet's weight and tries to keep its balance.

After locating a critical point, Ratchet plucks a panel of the helicopter and thrusts his hand in there, taking apart everything inside.

Sparks fly. The Decepticon begins to lose his altitude, coming down every second.

Ratchet looses the chopper and hits the ground hard, cracking it. Optimus approaches him.

OPTIMUS (CONT’D) He's going to the Ark, come on!

They run toward the ship again.

ON IRONHIDE AND RUNAMUCK Swapping punches like two titans. Metal against metal. Sparks erupt with every hit and iron shards fly from their bodies.

Faulty and still trying to stay in the air, Vortex flies past those two mechanical gladiators heading for the Ark. As he arrives at the top of the spaceship... ... Vortex TRANSFORMS into robot form dropping into the ship, CRASHING THROUGH the bridge ceiling.

46.

INT. CORRIDOR - THE ARK - NIGHT Verity roams along, dwarfed in that corridor that looks like a tunnel to her. She's an ant in that giant world.

Then, Verity STARTLES by a not so distant BANG in the ship.

Curious and nervous, she heads toward the noise direction.

INT. BRIDGE - THE ARK - NIGHT After standing, Vortex approaches the wall. His chest SPLITS OPEN and from there he picks up a TIME BOMB. He sets the bomb on the wall and triggers it starting a countdown, but a voice catches his attention: VERITY (O.S.) (shouts) Hey you!

Vortex turns to Verity, so tiny at the door. She sees that monstrosity right in front of her and freezes.

Without hesitation, Vortex points his cannon at the girl.

Before anyone could react... ... the Decepticon gets hit by a SHOT in his chest, knocking him backwards. Verity spins and finds Wheeljack coming from the corridor.

WHEELJACK Get out of my ship, you waste.

Vortex gets up by shooting randomly across the bridge.

Wheeljack crouches close to Verity, shielding her from the shots.

As he shoots, he tries to escape from there. Still protecting Verity, Wheeljack returns fire.

VORTEX (into comm) Decepticons, retreat! Now! Desperately, Vortex transforms into a helicopter and exits through the hole in the ceiling that he created.

WHEELJACK Damn you.

47.

VERITY Wheeljack! (off his look) That thing left a device here!

Verity points to the bomb on the wall. Urgently, Wheeljack grabs the bomb and throws it high through the hole in the ceiling.

EXT. THE ARK - DESERT - NIGHT The Decepticon bomb darts into the skies like a rocket while Vortex flees.

ON BUMBLEBEE, PROWL AND RUNABOUT The Decepticon is having his ass kicked by the two Autobots, both attacking in sync and matching moves.

Runabout falls on the ground, defeated. Bumblebee and Prowl stand before him.

CLOSE ON THE BOMB: Flipping high in the air as we watch the countdown coming to an end.

And finally - KA-BOOM! It EXPLODES in a blinding gleam of light. This catches the attention of the two Autobots for a moment.

ON OPTIMUS AND RATCHET Both in automotive mode accelerating toward battle. But after the explosion, they stop and transform into robots.

RATCHET What in name of Primus...?

ON IRONHIDE AND RUNAMUCK The Autobot is distracted by the explosion in the sky. This gives a moment for Runamuck to retaliate, jerking Ironhide back.

ON BUMBLEBEE, PROWL AND RUNABOUT While the two Autobots only have eyes for the explosion, Runabout pulls out his cannon and BLASTS Prowl's chest, right off his feet.

BUMBLEBEE Prowl!

48.

Before Bumblebee could help his friend, Runabout fires a hail of shots at the small Transformer.

Thanks to his size and agility, Bumblebee swerves across the desert barely escaping Runabout's energy shots. He covers himself behind some rocks.

Runabout stands up, and turns to Runamuck at distance.

RUNABOUT Brother, time to go!

In the blink of an eye, Runabout turns into a vehicle and accelerates off there in the same direction as Vortex.

ON IRONHIDE AND RUNAMUCK Ironhide lies on the floor and Runamuck remains victorious in front of him.

RUNAMUCK Maybe next time you're luckier, Autobot.

IRONHIDE Why wait for a next time?

In a quick move, Ironhide draws a smaller gun from his back and BLOWS both Runamuck's legs. As he drops on his knees... ... Ironhide gets up, grabs Runamuck's head. Their eyes match for a second and Runamuck knows what is coming.

Ironhide WRENCHES the Decepticon head 180 degrees. Sparks spew out of his neck, Runamuck's eyes flicker and shut off.

ON RUNABOUT As he notes his fallen brother at Ironhide’s feet, lifeless.

Runabout skids and transforms into robot form.

RUNABOUT NO! He considers going back there but he sees Optimus and Ratchet joining the others. It's one against five, a losing battle.

Even though he doesn't like it, Runabout turns back to his vehicle mode and speeds away.

ON THE AUTOBOTS -

49.

When Optimus and Ratchet gather with the others, he spots Prowl shot down, injured but alive, with Bumblebee and Wheeljack next to him trying to help.

Verity watches them closely.

OPTIMUS Ratchet, take care of Prowl.

Wheeljack makes room for Ratchet to approach the wounded soldier. The doctor removes some medical tools from his abdomen and tries to make a quick repair on Prowl.

OPTIMUS (CONT’D) Are you all right?

PROWL Such a shot would never stop me, sir. I'm good.

RATCHET But it almost did. A few inches to the left and would have damaged your spark.

BUMBLEBEE We cannot stop now, we must prepare to hunt those bastards.

WHEELJACK Maybe I can use that Decepticon head to hack his memory driver and know where the Decepticon ship is.

IRONHIDE Our location is compromised, we cannot stay in the Ark. WHEELJACK But the ship will be defenseless.

OPTIMUS I agree with Ironhide. It's a risk we need to run, Wheeljack, but we need to find a new hiding place and avoid another surprise attack.

TIGHT ON Verity, thoughtful. She seems to find a solution.

VERITY I think I know a good place for you guys.

All eyes turn to her.

50.

VERITY (CONT’D) And it's not far from here.

The Autobots exchange looks. It's the best option they have there right now.

Off that...

CUT TO: EXT. JUNKYARD - DAWN The Autobot group and Verity arrive in that graveyard of vehicles. Wheeljack carries the decapitated head of Runamuck.

VERITY Following that road we will find an old and isolated hangar.

IRONHIDE So let's not waste time.

OPTIMUS Wait, Ironhide. We can not risk being sighted by humans, we need to disguise ourselves.

VERITY Disguise? What do you mean?

BEGIN MONTAGE: Each Autobot chooses a vehicle for themselves. Their eyes shoot a beam of light - a readout, scanning all the dimensions of the automobile.

- BUMBLEBEE scans a YELLOW VOLKSWAGEN BEETLE. - RATCHET chooses an AMBULANCE VAN. - PROWL finds a NISSAN 280ZX. - IRONHIDE scans a RED PICKUP TRUCK. - WHEELJACK scans an old LANCIA STRATOS TURBO. - OPTIMUS does the same with a classic red KENWORTH K100 CAB OVER TRUCK. END MONTAGE. After everyone finishes scanning their vehicles, they wait for the next order of Prime.

51.

OPTIMUS Autobots: ROLL OUT! EXT. DESERT HIGHWAY - SUNRISE Under the first sunlight, the Autobots streak down the desert road in their new vehicle mode - Optimus pulls ahead, toting Verity in the front cabin.

Inside each vehicle we see varied EXPRESSIONLESS HUMAN FIGURES, sitting in the driver's seat as if driving.

CLOSE IN on a sexy BLONDE WOMAN driving the Volkswagen. Her face FLICKERS - it's a HOLOGRAM. All the drivers.

EXT. ABANDONED HANGAR - SUNRISE Leaving the main road, the Autobots head for the same hangar that Verity found the day before. They come in queued.

Ironhide, the last in line, transforms into robot and inspects his surroundings to make sure they have not been followed.

He sees nothing beyond the empty desert. He enters the hangar and closes the rusted gates.

EXT. PENTAGON - WASHINGTON D.C. - DAY Establishing.

INT. HALLWAY - PENTAGON - DAY TRACKING with COL. DANIEL “SPARKPLUG” WALLACE down the hallway flanked by a PENTAGON OFFICIAL, who hands him a handful of papers.

COL. SPARKPLUG Two? Only that?

OFFICIAL Sure, Colonel Wallace. We did a sweep of the place, there was no one else.

COL. SPARKPLUG How did they contact us?

52.

OFFICIAL The Major Spike Wallace sent a warning signal to the base using his GPS. EXT. CANYON - DAY (FLASHBACK) With all his strength, Spike travels through the desert carrying an unconscious Joe on his shoulders.

OFFICIAL (V.O.) He carried the other survivor to the meeting point.

INT. HALLWAY - PENTAGON - DAY Sparkplug REACTS to that name.

COL. SPARKPLUG (harsh) What? Why were not we alerted to the attack at the exact moment?

OFFICIAL Major Wallace reported that the "thing" interfered with the radio signal at the time, so they were not able to contact reinforcements earlier.

EXT. CANYON - DAY (FLASHBACK) Spike drops to his knees with Joe in his arms as he sees a military helicopter descending.

OFFICIAL (V.O.) After the rescue, the two were taken to hospital for treatment.

INT. HALLWAY - PENTAGON - DAY The two stop walking.

COL. SPARKPLUG Contact the Secretary of Defense about that and find out which hospital my child is staying in.

OFFICIAL Yes sir.

53.

They start to walk again.

COL. SPARKPLUG Now tell me more about the impact in Arizona.

INT. MILITARY HOSPITAL - DAY Establishing.

INT. JOE’S ROOM - MILITARY HOSPITAL - DAY Our pair of soldiers now have a moment of peace. Joe sleeps in his bed, full of bandages. Spike is sitting in the chair next the bed, also bandaged and reading a magazine.

JOE (low) Hey you.

SPIKE Good morning princess. Finally she woke up from her deep sleep.

JOE If you are my prince enchanted, I want to return to my coma.

Joe tries to get up but he still feels a lot of pain in his body. Spike makes him lie down again.

SPIKE Easy, you're not one hundred percent yet.

JOE What... what happened there, Spike?

SPIKE That thing massacred us as if we were nothing. And for a moment, I felt it was enjoying that.

JOE The others, they...

SPIKE Only the two of us left alive. I'm sorry.

54.

JOE Dear Lord. Where the hell did that thing come from?

SPIKE (sighs) I don’t know.

Joe closes his eyes to try to sleep.

A moment later, Spike hears light knocks on the door. He turns and finds Col. Sparkplug on the other side.

INT. HALLWAY - MILITARY HOSPITAL - DAY Outside Joe's room, Spike and Sparkplug hug firmly.

COL. SPARKPLUG It’s good to see you again.

SPIKE Yeah.

Sparkplug glances through the door window and sees Joe lying in bed asleep.

COL. SPARKPLUG How’s Joe doing?

SPIKE He is a stubborn to die so easy. Do not worry.

COL. SPARKPLUG And you?

SPIKE Considering that I saw the devil face to face and survived, I'm fine.

Spike’s face darkens as he remembers that awful night of the massacre.

SPIKE (CONT’D) Whatever it is that is in that desert can wipe out humanity. Me and Joe were lucky, but if there were more of them... maybe an army...

55.

COL. SPARKPLUG Hey, you both did what you could and are alive now, that's what matters. Call your mother, she will like to hear your voice.

SPIKE (grins) Of course.

COL. SPARKPLUG Listen, in a few hours a helicopter will come to pick you up. I want you both to be ready.

SPIKE Why? I told you everything in the report.

COL. SPARKPLUG You will know.

Spike just nods to his father.

SPIKE Okay. Thank you for coming.

Spike walks back into the room.

EXT. ABANDONED HANGAR - DAY Bumblebee - in vehicle mode - pulls up with Verity in the driver's seat.

INT. ABANDONED HANGAR - DAY All Autobots gathered here. Ratchet is finishing the repairs on Prowl. Optimus oversees Wheeljack working on that Decepticon head, with cables connecting their minds.

Bumblebee honks on the outside. Ironhide opens the gates of the hangar as the Beetle enters, then Ironhide closes the doors again.

Verity comes out from Bumblebee with a shopping bag. The Beetle transforms into its humanoid form.

VERITY You should have let me drive. I already told you I can drive, did not I?

56.

BUMBLEBEE Sorry, my bad. I'm not used to having others controlling me.

VERITY So... I stole this from the gas station. The owner is a dick, so I don't feel so guilty. I brought some oil for you in case... in case you need it, I think.

She pulls a small can of oil from the shopping bag.

OPTIMUS We appreciate your concern, but we do not need it.

BUMBLEBEE I told you.

Ratchet finally finishes healing his friend.

RATCHET Clench your fist.

And so Prowl does, moving his fingers normally.

PROWL You really have magical hands, Ratchet.

OPTIMUS Wheeljack, how's the procedure?

WHEELJACK Almost there.

Everyone is waiting. Verity sits on a box, eating an apple.

Wheeljack works hard, like a computer technician hooked on his job. Moments later: WHEELJACK (CONT’D) I did it!

He triggers something inside that mechanical skull that makes Runamuck's eyes shoot beams of light... ... projecting a hologram of the Earth that hovers in midair, but a very simplistic design.

57.

WHEELJACK (CONT’D) I'm accessing the Decepticon's navigation system, checking his historic.

The globe materializes in a view of North America, then to the state of Arizona.

WHEELJACK (CONT’D) Triangulating trajectory of the last hours.

The hologram becomes an isolated area of the desert - a valley, the same where the Nemesis is.

WHEELJACK (CONT’D) It’s here.

PROWL They did not fall that far from us.

We can reach them in a few hours.

RATCHET What do you think, Prime?

The Leader thinks, considering his options.

OPTIMUS We have a single mission: stop Megatron and end the war on our planet. We'll not falter now, it's our time to retaliate.

IRONHIDE Yeah babe! I lead the way, I'm crazy to smash some enemies.

Anxious, Ironhide opens the hangar's gates, and he’s the first to leave.

PROWL I guess I've never seen him so happy.

VERITY Hey! I wanna help too... (off look) ... somehow.

RATCHET Do not get me wrong, Verity Carlo, but you're just a human.

58.

VERITY I know, but -- maybe I'm more than meets the eye.

OPTIMUS Guys, give us a minute.

The Autobots walk out the hangar leaving only Optimus and Verity alone there.

OPTIMUS (CONT’D) I appreciate your goodwill and welcome with us, Verity Carlo. But it's at this moment that we must separate. I can not risk an innocent life being put at risk because of our sins.

VERITY That is: I am useless. It's always like this, when you think you can trust someone -- when you think you have friends, you're stabbed in the back. It's always been this way with me from the beginning. (beat) Damn, I'm telling my feelings for a space robot.

OPTIMUS We're not much different, Verity Carlo. Before the war we were a peaceful people, but we were betrayed by those we once trusted.

Many Autobots never held a gun, but it was necessary from that day. (faces Verity) I already have many deaths on my shoulders, I can not have you and your people as well.

Optimus heads off. Deep down, Verity understands his feelings.

As Optimus leaves, Bumblebee walks in and crouches before Verity.

BUMBLEBEE You're a nice person, I wish I had more time to talk.

59.

VERITY Me too. I think you were the first person I did not try to ignore lately. And you're not even from Earth.

After an exchange of smiles, Verity hugs Bumblebee's hand tenderly. The Autobot appreciates that gesture.

EXT. ABANDONED HANGAR - DAY As Bumblebee joins his brothers...

OPTIMUS Autobots, let’s roll! ... they all transform into vehicle mode and speed off there at the same time. Verity watches them disappear out of view on the horizon.

EXT. OPERATIONS CENTER - DAY An US military base. A bustling activity of soldiers around some exercising, others playing football, some marching.

LEGEND: “US OPERATIONS CENTER, FLORIDA” INT. JOINT OPERATIONS CENTER - DAY At a radar console, a BLIP appears: RADAR TECH Inbound Bogies, ten miles out.

The WATCH COMMANDER walks up the tech.

WATCH COMMANDER (into headset) Unidentified Bogies, you're in restricted US Military Airspace.

Squawk ident and proceed East out of area.

(STATIC) Raptors one and two: proceed to intercept -- we got non response.

EXT. SKIES ABOVE BASE - DAY Two F-35’s, orbiting the base, BANK hard.

60.

EXT. ELSEWHERE - SKIES ABOVE BASE - DAY The couple of F-35 spot TWO AIRCRAFT miles ahead, far enough to get more details.

F-35 PILOT Tower: Bogies sighted. Moving to intercept.

INT. JOINT OPERATIONS CENTER - DAY They wait, but the Radar Tech notices something strange in the radar.

RADAR TECH Sir, there's something wrong... I'm just catching one aircraft up there.

WATCH COMMANDER What? (into headset) Raptors, do you read me?

No response.

CONSOLE TECH We lost contact with both jets.

WATCH COMMANDER What hell is happening?

RADAR TECH Sir, one of them is entering the air space of the base. I think it's one of ours.

Concerned, the Watch Commander upstairs toward INT. AIR TOWER - OPERATIONS CENTER - CONTINUOUS - where he grabs binocs to view the jet in the sky.

BINOCULARS POV: He sees just one F-35 heading toward the base. Suspicious.

WATCH COMMANDER It's one of ours. But why does not he respond?

61.

EXT. SKIES ABOVE BASE - DAY The strange F-35 emits a SHRIEK OF AN ENERGY PULSE. INT. JOINT OPERATIONS CENTER - DAY Surveillance images - every monitor turns to SNOW. CONSOLE TECH System failing, radar's jammed -it's coming from the jet.

INT. AIR TOWER - OPERATIONS CENTER - DAY The same goes for all the monitors in that room.

EXT. TARMAC - OPERATIONS CENTER - DAY Some soldiers stop their activities and see that aircraft prowling several feet above the base.

Then it PLUNGES straight for the ground, nose down.

SOLDIER What the hell is he doing?

Half-way, the F-35 TRANSFORMS, CHANGING ITS SHAPE into... ... STARSCREAM! Who SLAMS his feet on the ground hard, knocking down some men around nearby with the impact.

INT. AIR TOWER - OPERATIONS CENTER - DAY Everyone in that room stares that mechanical giant with wide eyes and jaws dropped.

EXT. TARMAC - OPERATIONS CENTER - DAY The men FREEZE before that towering robot.

The place falls in silence. Starscream looks around and then at the tiny humans at his feet. He gives a sadistic smile as a huge GUN BARREL emerges from his forearm.

Then - he OPENS FIRE, pulverizing everything which his ENERGY BLASTS touch.

Desperate and helpless, the soldiers run for their lives while Starscream unleashes chaos and destruction there.

62.

We can see in the face of the Decepticon that he's smiling, enjoying all that.

Armed Humvees race onto tarmac, firing at Starscream. But those bullets are ineffective against that mechanical body.

ON A GROUP OF SOLDIERS Everyone running as far as they can from there. However, in the middle of the way... ... A HUMVEE DROPS from the sky CRUSHING the other running soldiers. Then we see that... ... Starscream destroys all those Humvees that shoot at him some he flings away, others he smashes with his feet.

In the sky, another aircraft PLUMMETS - not human-made, but a HYPERSONIC ALIEN JET. MEGATRON. Just like Starscream, Megatron TRANSFORMS hitting the ground on his feet. He heads for the main complex.

INT. JOINT OPERATIONS CENTER - DAY The roof is RIPPED OFF by Megatron! His MASSIVE HAND tears up cables connected to the Cray computers - the cables COME ALIVE, wrapping like magnetic vines around Megatron's forearm.

The Watch Commander pulls himself from rubble, sees FRITZING MONITORS rapidly flashing uploading countless military files.

Panicked, the Watch Commander yells to a TECHIE: WATCH COMMANDER Cut the hard lines!

As a TECHIE rips an AX from wall EXT. TARMAC - OPERATIONS CENTER - DAY While Megatron uploads all that data, we see his eyes flickering, assimilating that digital stuff.

A couple of APACHE HELICOPTERS rain down MACHINE GUN FIRE over Megatron. He shields his head with just one hand, while the other still remains connected to computers.

With his arm-cannon, Megatron BLASTS the tail of the chopper.

The Apache spins wildly - STALL and PLUNGE into the ground, EXPLODING in a fireball.

63.

Megatron does the same with the second Apache, shooting it down with a single shot.

He notices that the upload has been interrupted. He looks through the hole in the ceiling and sees the techie HACKING DOWN on a hard line - the cables EXPLODE. Angry, Megatron FIRES his energy cannon inside the room, obliterating everyone. He turns to Starscream, who is shot by some surviving forces.

Megatron CHARGES UP his cannon - its power energizing, getting brighter. Then, he raises his arm high above his head and... ... DRIVES IT INTO THE GROUND, emitting a 360-degree destructive PULSE BLAST that spreads all over the base, collapsing everything on the way.

There's no way any human survived it. Starscream approaches Megatron.

STARSCREAM Your power is always amazing to witness, Lord Megatron.

MEGATRON We already have what we need. Let's get out of here.

In a jump, the two Decepticons turn into their respective aircraft mode and rocket into the skies.

EXT. ARIZONA DESERT - DAY The Autobots race through the desert plain, Optimus in the lead. Looming in distance, the Ark. WHEELJACK Leader Optimus, I request permission to return to the Ark and continue the repair. We already lost too much time.

OPTIMUS Permission granted. Transfer me the coordinates of the Decepticons.

WHEELJACK Understood.

Wheeljack makes a sharp turn departing from the others, heading directly to the Autobot ship.

64.

EXT. NEMESIS - CANYON VALLEY - DAY Establishing.

INT. BRIDGE - NEMESIS - DAY The Decepticons (Vortex, Runabout and Brawl) are gathered there, but Runabout is churning in fury.

RUNABOUT Open the damn door, Brawl!

BRAWL I said no.

Brawl continues to work on his personal panel with his back to the others.

RUNABOUT They killed my brother and you want me to stand here?

BRAWL You've been ashamed enough in one defeat, we do not need two.

VORTEX I think he's right.

RUNABOUT Shut the fuck up, Vortex! You left us in the middle of the battle.

VORTEX If Runamuck had done the same, he would still be alive.

Pissed off, Runabout DASHES for Vortex slamming him on the wall. Vortex pushes Runabout back and they start a fight right there, like two children.

Brawl remains in his position, he already expected for that.

Impatient, he turns to the two robots.

BRAWL All right, listen up!

The two Decepticons stop for a moment.

65.

BRAWL (CONT’D) Megatron is on his way here. Unless you want to lose your steel asses, I suggest you behave and stop acting like two immature dabblers.

Runabout and Vortex stand, one facing each other.

RUNABOUT This whole mission does not make sense. Never did.

Before Runabout leaves the room, an ALARM flashes on Brawl's screen.

He opens a new holographic window that shows an outside footage of Nemesis camera revealing... ... FIVE VEHICLES approaching fast. The Autobots.

BRAWL (to Runabout) Do you want your revenge? It is coming to you.

EXT. CANYON VALLEY - DAY As the Autobots advance, Nemesis’ back door lowers revealing Vortex and Runabout ready for combat.

OPTIMUS Autobots, engage!

Runabout whips out his pair of blades as Vortex transforms into a helicopter, gaining altitude.

BUMBLEBEE Ratchet, let's bring that helicopter down!

RATCHET All right.

Bumblebee and Ratchet pull away from the others with Ratchet leading the front of the Beetle.

Ratchet transforms into robot by raising his arms above his head, in the same second as... ... Bumblebee transforms too, jumping on Ratchet's arms which BOOSTS him high up.

66.

Bumblebee grabs under the chopper. The Decepticon wobbles in the air trying to get rid of the Autobot. Bumblebee turns his arm into a cannon and leans the barrel into Vortex's belly.

Then he FIRES. At the same instant, Vortex returns to his humanoid form and the two fall to the ground rising a cloud of dust.

ON OPTIMUS, IRONHIDE AND PROWL The three advancing side by side as Runabout charges them furious, like a rhino.

PROWL Leader Optimus, we take care of him. Go after Megatron.

Optimus slows down letting Prowl and Ironhide form a barrier next to each other.

Both Autobots transform at the same time and start a fight with Runabout, paving the way for Optimus to enter the Decepticon ship.

ON RATCHET AND VORTEX In a hand-to-hand fight. Vortex is slow, but stronger.

Vortex lifts his fist over his head and brings it down like a hammer toward Ratchet. No time to dodge, Ratchet shields himself with his arms and takes the blow FULL ON. The impact makes Ratchet's feet SINK into the ground. Vortex continues to press down while Ratchet bears there.

But the Decepticon is surprised when Bumblebee jumps on his back, causing him to move away from Ratchet. The little Autobot POUNDS Vortex's head several times.

As he prepares to shoot the enemy's head with his cannon, Vortex catches Bumblebee on his back and flings him away.

ON IRONHIDE AND RUNABOUT Ironhide falls with his back to the ground. Runabout steps on his chest and tries to stick one of his blades into the Autobot's head, but Ironhide holds it a few inches from his face.

RUNABOUT You're going to pay for what you did to my brother.

67.

Runabout pushes down. The tip of the blade come closer and closer to Ironhide's optic. When it seems to be the end for him... ... Prowl JUMPS Runabout out of the way roughly to the ground, and saving Ironhide.

INT. BRIDGE - NEMESIS - DAY We focus on the entrance door. Heavy footsteps approach more and more from the other side.

The door slides open to Optimus, wielding his energy weapon.

As he takes a step inside the bridge... ... BOOM! A shot hits the wall a few inches from his head.

Optimus rolls across the floor and covers behind a control panel.

Optimus tilts his head up and sees Brawl, and the barrel on his shoulder smoking.

But the Decepticon doesn't stop firing, he's destroying the protection of Optimus little by little.

Optimus makes a decision and runs off there. Brawl tries to shoot him several times but only hits the ship.

In a quick move, the Autobots leader jumps from the catwalk to the main floor, firing at Brawl making him take cover.

TIGHT ON Brawl, crouched as Optimus's shots hit his cover.

When he realizes a chance to retaliate, he gets up. But... ... Optimus is close enough to strike an UPPERCUT right into Brawl's chin, throwing him backwards.

Brawl aims his cannon at Optimus, but the Autobot SWERVES it as Brawl fires, missing the shot. Optimus immobilizes his opponent by the throat.

OPTIMUS Where is Megatron?

BRAWL Do you speak the language of the natives? Pathetic.

OPTIMUS Megatron is not on this ship, otherwise he would have turned up.

Where is he?!

68.

BRAWL Do you think that makes me afraid, Optimus Prime?

OPTIMUS I don't care what you feel, I want to know what Megatron is planning.

BRAWL You can ask that for Megatron himself.

Optimus stares, puzzled.

That's when he hears TURBINES approaching increasingly toward them. When the Autobot tilts its head up... ... Megatron - in his jet mode - ROCKETS THROUGH THE SHIP WINDSHIELD AND TACKLES OPTIMUS IN MID-FLIGHT... ... taking him away of the bridge into the corridor.

EXT. CANYON VALLEY - DAY ON RATCHET as he recovers from a blow. The sound of turbines not so distant draws his attention. He turns and sees an F-35 coming - Starscream.

Then he turns to Bumblebee, who fights alone with Vortex.

RATCHET Bumblebee! It's Starscream!

The jet drops, between the rock peaks, streaking LOW - and FIRES missiles at our heroes!

ON IRONHIDE, PROWL AND RUNABOUT After seeing the missiles, the three robots SPREAD OUT from Starscream's attack narrowly, which pummel the ground.

RUNABOUT I'm on your side, you idiot!

ON RATCHET, BUMBLEBEE AND VORTEX Ratchet runs toward Bumblebee to help him, who did not notice Starscream yet.

Starscream fires again. A missile explodes near Ratchet, enough to throw him to the ground. Other missiles head for Bumblebee and Vortex.

69.

But the yellow Autobot realizes the projectiles in time.

Quickly, he moves to behind Vortex using him as his shield.

The missiles hit the ground in a chain explosions, CATAPULTING Bumblebee and Vortex BACKWARD onto the ground.

INT. MAIN CORRIDOR - NEMESIS - DAY BLAM! Megatron bursts through the door flying with Optimus upon him. A second later Megatron HALTS, the inertia launches Optimus across the corridor.

Scratching sparks along the floor, Optimus stops in a standing position. The two leaders face each other.

MEGATRON Prime. I already expected those idiots would not kill you so easy, you never disappoint me.

OPTIMUS Megatron, you are being held for your crimes against Cybertron and will be brought to trial on the High Council.

MEGATRON (chuckles) Do not make me laugh. That Council was more corrupt than any Decepticon. If you want to end with me, do it in the old-fashioned way: kill me. If you dare, of course.

OPTIMUS Do not think that I will hesitate.

MEGATRON So be it.

Optimus's right hand transforms into a huge AX, and with it he CHARGES Megatron. So does Megatron for Optimus.

The two titans run at each other.

During his run, Megatron fires at his enemy. Optimus PARRIES every energy shot with his ax. They ACCELERATE toward each other, faster.

And the robots COLLIDE! Steel against steel. A moment they were both waiting. The friction between them erupts sparks to all sides.

70.

EXT. CANYON VALLEY - DAY TIGHT ON Bumblebee, lying face down on the floor. Then he begins to regain his senses as Ratchet talks with him.

RATCHET It's not bedtime, soldier. I need you here on alert.

Without Ratchet noticing, Vortex grabs him from behind in a CHOKE HOLD, dragging the Autobot away from Bumblebee.

BUMBLEBEE Ratchet!

As soon as Bumblebee gets to his feet, machine-gun shots tear the ground next to him. Starscream soars over the area, taking distance.

BUMBLEBEE (CONT’D) I'm already getting tired of you.

Determined, Bumblebee pulls his SNIPER RIFLE off his back and takes aim at Starscream as he flies in the air.

The Autobot waits the right moment for the perfect shot.

Hold. Hold.

And - he FIRES. A precise shot at Starscream that makes him transform back robot shape still in the sky, plummeting to the ground.

ON STARSCREAM As he stands in the CRATER of his own making.

STARSCREAM Cheeky Autobot, I'll rip all your limbs off.

ON IRONHIDE AND RUNABOUT MANO A MANO: The robots brawl violently. Ironhide always being careful with his opponent's blades.

ANGLE ON: Prowl, coming to a surprise attack on Runabout. But he stops as an ENERGY SHOT whiz past inches of him. Prowl turns to the source of the shooting and finds... ... Brawl in his TANK MODE, taking aim.

PROWL Great.

71.

INT. MAIN CORRIDOR - NEMESIS - DAY Back at the duel. The hallway became a mess, marked by several scars from the battle. Optimus and Megatron fight like two savvy veterans, one blocking the other's attack.

The Autobots leader swings his ax, Megatron dodges with agility making Optimus cut both the ceiling and the walls.

Megatron has the perfect moment and punches Optimus's face hard, causing him to wriggle backward until he falls on his knees. Before he can fully recover, Megatron grabs Optimus's head and SCRAPES it across the wall.

Optimus hales his arm by hitting his elbow right into Megatron's face, making him to back off. Optimus gets up and lunges his ax for a final attack.

But Megatron GRABS the ax with his bare hands, a few inches from his face and holds it there.

Still holding the ax, Megatron YANKS Optimus by his arm throwing him against the wall. He raises his cannon, ready to fire... ... however, Optimus bends down just as he shoots and knocks Megatron off his feet, taking him toward the wall.

INT. EQUIPMENT ROOM - NEMESIS - CONTINUOUS Both robots CRASH through the wall, rolling across the floor.

Megatron gets up first and is about to blow off Optimus's head with a single shot.

Optimus acts faster and SWATS his ax on Megatron's legs, dropping him and making the shot hit the ceiling.

Optimus raises his ax above his head, ready to strike. But Megatron hits both feet on Optimus' chest, sending him SLAMMING into the wall.

As both of them get on their feet, Megatron FIRES his energy cannon. Optimus DUCKS in time and takes cover.

EXT. CANYON VALLEY - DAY The Decepticons formed a barrage of fire against the Autobots, which protect themselves behind stones and rocks.

Starscream joins his comrades.

72.

STARSCREAM What are you doing? Go there and kill the bastards at once!

VORTEX Since when do you give us orders?

STARSCREAM I am the second in command of Lord Megatron! I am above all of you!

BANG! Starscream is interrupted by an Autobot shot right into his shoulder.

ON THE AUTOBOTS Cornered behind the stones while the Decepticons do not stop firing.

PROWL Their firepower is stronger than ours.

RATCHET If we continue like this, we will exhaust our Energon.

IRONHIDE I can give us a chance, but I'll need you to give me coverage.

PROWL All right, on three: one... two... three! Go! Now the Autobots shoot all at the same time, less Ironhide, who leaves the cover and positions himself in the distance.

From his shoulders - A MINIATURE MULTIPLE ROCKET LAUNCHER pops out and FIRES. Dozens of missiles arching down toward the Decepticons.

ON THE DECEPTICONS As they note the missiles coming for them. Brawl transforms into robot form.

BRAWL Spread out!

The Decepticons disperse swiftly as the missiles shower over them like a hellish rain, bombing the ground in a series of explosions.

73.

INT. EQUIPMENT ROOM - NEMESIS - DAY Megatron plays target shooting with Optimus, trying to hit him from a distance with his cannon while he runs away.

MEGATRON Stand still and accept your fate with dignity, Optimus.

ON OPTIMUS Hiding behind a metal pillar.

OPTIMUS My fate is to stop you, Megatron.

With the other hand he draws his energy weapon and shoots a GIRDER right above Megatron. It drops toward him.

ON MEGATRON As he notes the girder coming down. With his cannon, he SPLITS the metal beam in half. But that was just a distraction so that Optimus could get close to him.

Optimus STABS his ax into Megatron's shoulder, making him bawl. With the ax still stuck inside Megatron's body, Optimus pulls him closer, face to face.

OPTIMUS (CONT’D) It's over, Megatron. This time there's no way you can escape like the last time.

But something unexpected happens: Megatron laughs. Optimus stares at him, confused.

MEGATRON Do you think I ran away from Cybertron because I was afraid of you and your little group of Autobots?

Megatron grabs Optimus's collar and pulls him closer to his face.

MEGATRON (CONT’D) You've never been so wrong in your entire life.

Off Optimus' baffled face - Megatron's jet-mode turbines emerge on his back.

74.

Then, he TAKES OFF through the ceiling carrying Optimus with him.

EXT. NEMESIS - CANYON VALLEY - DAY MEGATRON AND OPTIMUS BURST OUT THE SHIP ascending to the skies at speed.

High up, Megatron pushes Optimus away. When it looks like he'll dive into a free-fall... ... Optimus CLINGS Megatron's foot in the last second and brings him down together. They DROP. EXT. ON TOP OF NEMESIS - CANYON VALLEY - DAY The two Cybertronians slam onto the surface of the ship hard, skidding down by its side.

Optimus nails his ax into the ship's hull, Megatron does the same with his claws. The two stanch on the ship's wall.

Megatron glances below on the ground and sees that the Autobots are overthrowing the Decepticons. He clenches his jaw, really angry.

Optimus leans his feet on the ship, flexes his knees and PROPELS himself on a long jump to Megatron.

MEGATRON Damn you, Prime!

Megatron turns his cannon to Prime and blasts him in mid-air, knocking him off the ship.

EXT. CANYON VALLEY - DAY The tide of battle is in favor of the Autobots. But an ENERGY BEAM lacerates along the length of the ground between the Autobots and the Decepticons, separating them.

Megatron hovers above them, cannon barrel smoking.

MEGATRON Decepticons, retreat and regroup!

Megatron transforms into jet mode and flies away. The Decepticons have no choice but to retreat.

STARSCREAM You heard your master! Move!

75.

Starscream is the first to fly off in his jet form. The others turn into their respective vehicles and flee.

The Autobots won, but all of them are badly damaged.

Bumblebee spots Leader Optimus meters ahead and runs up to him.

BB helps Optimus to get up again.

BUMBLEBEE Leader Optimus, are you all right?

OPTIMUS Yes. Bumblebee, I need you to track those Decepticons, hurry!

BUMBLEBEE Understood.

Without hesitation, Bumblebee leaps upon the Nemesis, climbing the ship toward its top.

EXT. ON TOP OF NEMESIS - CANYON VALLEY - DAY Arriving at the summit of the Decepticon ship, Bumblebee takes up position and grabs his sniper rifle quickly.

RIFLE SCOPE POV: He locks on Vortex in chopper mode.

OPTIMUS (V.O.) Bumblebee, do you have the shot?

BUMBLEBEE Yes, sir.

OPTIMUS (V.O.) Take him.

As Bumblebee FIRES... ... CAMERA ROCKETS over the canyon, through the air, FOLLOWING A TRACKING BULLET that... ... pins discreetly to Vortex's tail without his noticing.

After seeing that it was a successful shot, Bumblebee relaxes.

EXT. NEMESIS - CANYON VALLEY - DAY Bumblebee descends sliding down the surface of the ship and joining his fellow Autobots. All exhausted, wounded and beaten.

76.

OPTIMUS You did it?

BUMBLEBEE Yes. Soon we will know where they are going.

RATCHET The Decepticons will have to wait, we'll not defeat anyone in this condition.

OPTIMUS Ratchet, take care of the team wounds. I will...

RATCHET (cutting in) You'll rest a little too so I can take care this hole in your chest.

Optimus looks at the exposed wound in his chest caused by Megatron's shot.

PROWL Okay, where are we going to settle down?

IRONHIDE I have an idea in mind.

Ironhide refers to Nemesis. The others agree, without saying a word.

EXT. SKIES OVER PENTAGON - DAY A chopper ROARS over D.C., circling the Pentagon.

INT. WAR ROOM - PENTAGON - DAY Senior officers in the room - NSA and CIA directors; some techies; and the SECRETARY OF DEFENSE. An ADMIRAL explains the situation.

ADMIRAL It was not yet possible to identify who or what did that, but reduced the base to ashes. And no one has taken the blame yet.

Another Pentagon official comes in.

77.

OFFICIAL Mr. Secretary? They are here.

He nods.

INT. PRIVATE ROOM - PENTAGON - MOMENTS LATER Inside there, Spike and Joe sit at a table waiting. Col. Sparkplug enters. The two soldiers stand up and salute him.

COL. SPARKPLUG At ease, boys. (beat) It's good to see you standing up again, Joe. JOE Thank you, Mr. Wallace.

SPIKE Dad, what is all this?

Before Sparkplug can say anything, the Secretary of Defense enters the room.

SECRETARY OF DEFENSE Daniel.

COL. SPARKPLUG Sir. SECRETARY OF DEFENSE (to Spike and Joe) Make yourself comfortable, gentlemen.

Everyone sits at the table.

SECRETARY OF DEFENSE (CONT’D) We got your intel, Major. It was impressive.

SPIKE I appreciate it, sir, but I confess we were both lucky at the time.

JOE Good men died in that desert hole.

And some there is not even a body to bury.

78.

SECRETARY OF DEFENSE I have no doubts. In the report you said that a thirty-foot mechanical creature attacked your team. Can you clarify this statement?

SPIKE That's exactly what you read. I saw the thing very closely, it was more advanced than anything we have ever seen.

JOE We are dealing with something beyond our comprehension, sir.

SECRETARY OF DEFENSE I see.

But Spike realizes that both his father and the Secretary are not intrigued by this information.

SPIKE (suspicious) You do not seem surprised by that.

The Secretary sends a look at Sparkplug.

COL. SPARKPLUG The world doesn't know yet but a Forward Operations Base in Florida was attacked.

(Spike and Joe shocked) The whole complex was reduced to rubble. So far, there has been no sign of survivors.

SPIKE Who did that?

COL. SPARKPLUG Our analysts found a remnant of energy similar to what we've already found.

JOE What are you talking about?

SECRETARY OF DEFENSE Invasion, Sergeant Henderson. A few hours ago we detected an UFO which crashed in the Arizona desert. We believe they are finally mobilizing.

79.

SPIKE Wait -- did the government know that one of these things was here?

SECRETARY OF DEFENSE (ignores Spike) Tell me, would you recognize this thing if you saw it again?

Spike and Joe exchange looks.

SPIKE It would certainly be hard to forget, sir. Why? SECRETARY OF DEFENSE Because maybe we have something like that. And you're the only living people who saw one of them and survived.

SPIKE What?

SECRETARY OF DEFENSE Be ready to leave in two hours.

Col. Daniel will take you to our treasure chest.

The Secretary gets up of his chair and heads off.

EXT. CLIFFS - EVENING Alone at the edge of a lofty cliff is Megatron, kneeling on one knee and motionless. Like a steel statue.

CLOSE IN on Megatron's eyes: flickering frantically, analyzing something.

MEGATRON'S POV: Millions of virtual data flashes in the screen. Most of them military content that Megatron stole in the US base.

Behind him, the Decepticons (Brawl, Runabout and Vortex) pull in. When everyone is together again, they transform into robot mode.

Starscream lands right after and takes a few steps ahead of the others.

STARSCREAM Lord Megatron, I know what you're thinking, but it's not the end yet.

(MORE)

80.

STARSCREAM (CONT'D) The Autobots may have beaten us but they got the most damage, they're weak and vulnerable. If we go back there with full power, we'll kill them once and for all.

Starscream waits for an answer but Megatron does not move an inch, he stays focused on his search.

STARSCREAM (CONT’D) Sir? Did you listen to me? I said we have the best chance of strike back the Autobots. They must be on our ship now, weak and recovering from the battle.

Megatron ignores Starscream completely, as if he did not exist. He stands in the same position, totally immobile.

Indignant, Starscream cannot take it anymore. His inner rage is about to erupt.

STARSCREAM (CONT’D) Okay then! First, we just run away from the enemy as if we were insects. Then they attack us and we lose our ship, and our "glorious leader" acts as if it doesn't matter at all. I think he's not fit for that title of leader in the end.

After those words, Megatron finally STIRS. He stops his scanning and looks at Starscream over his shoulder.

MEGATRON What did you say?

STARSCREAM I think you understood me very well.

Megatron stands up and turns to the others. The three Decepticons flinch while Starscream JITTERS. MEGATRON Are you suggesting that I give up my post of Decepticons leader, Starscream?

Starscream tries to hide his nervousness every moment, almost regretting to have confronted his master.

81.

STARSCREAM Maybe... maybe it's time to think about your future retirement.

MEGATRON And who would come in my place?

You? STARSCREAM We are in war! And you make us cross the galaxy after a paraphernalia you do not even know if they still exist!

As Starscream finishes speaking, Megatron grips his throat, lifting him off the ground. The other Decepticons STARTLE by that.

In the blink of an eye, all that imposing Starscream attitude vanishes.

MEGATRON You love talking about attack the Autobots, but how many of them have you killed, Starscream? Oh yeah, none. Unlike you, I seek a way to win the war and not fight for it, and for that, we must find Shockwave.

Megatron drops Starscream. He quickly gets to his knees, bowing before the Decepticon leader.

STARSCREAM (nervous) Forgive me for my words, Lord Megatron. I promise it will not happen again.

MEGATRON Anyone else want to question my leadership?

Silence.

MEGATRON (CONT’D) Good.

Megatron turns his back on the Decepticons and returns to his initial position we first saw.

Off Megatron's stare, eyes flickering again, searching...

82.

EXT. NEMESIS - CANYON VALLEY - NIGHT Establishing.

INT. BRIDGE - NEMESIS - NIGHT Optimus stands on the main bridge console, two floatingholographic screens around, typing on the ship's system.

Ratchet comes in, and walks up behind him.

RATCHET You got something?

OPTIMUS Not yet. Decepticons files have encryption beyond my abilities. To break all the codes I would have to have Wheeljack with me.

RATCHET And time is something we don't have.

OPTIMUS No, we don't. What is the ship's status?

RATCHET The propulsion systems seem to be functional, maybe we can use their spaceship to get us around.

OPTIMUS No, that way we're going to attract a lot of attention to ourselves.

Especially from the humans.

IRONHIDE (V.O.) Prime?

OPTIMUS Yes, Ironhide.

IRONHIDE (V.O.) You will want to see this.

INT. OUTSIDE THE STORAGE ROOM - NEMESIS - NIGHT Ironhide, Prowl and Bumblebee wait at the door while Prime and Ratchet join them.

83.

PROWL We found this while we were inspecting the ship.

Optimus looks into the room.

REVEAL - THE ENERGON CUBES. Objects in the shape of a high-tech cube in which Energon is stored. Several stacked in the room, pulsating energy from within each one.

OPTIMUS Energon.

BUMBLEBEE There have enough to supply us and our weapons.

IRONHIDE Yeah babe, luck is finally coming to our side!

EXT. TRUCK STOP DINER - DAY A humble establishment at the border of the highway.

INT. TRUCK STOP DINER - DAY Few customers fill the antique place. The waitress circulates with the orders.

INT. KITCHEN - TRUCK STOP DINER - DAY The cook fries some hamburgers on the plate. He's been here a long time.

Behind him, FEMALE TEENAGE HANDS surface on the counter, sliding across the surface looking for something.

Those fingers find a plate of food from a customer. With caution, the girl pulls the plate to herself without making a noise.

Almost like a ninja, Verity heads to the back door and walks out as if she's never been there.

84.

EXT. BACK OF TRUCK STOP DINER - LATER Verity finishes her lunch seated on a rock enjoying the view of the horizon.

Suddenly, the sound of a dish breaking on the floor startles her. Verity looks through the half-opened door the cook cleaning the shards on the floor.

Off her look, reminiscing some memories...

FLASHCUT: A TEN-YEAR-OLD VERITY watches her STEPMOTHER picking up shards from a shattered dish on the floor.

YOUNG VERITY Let me help -STEPMOTHER No! Stay where you do not break anything else!

PRESENT: Verity shakes her head trying to forget it.

Then she takes the iPod out of her pocket and scrolls down the display looking for a music. Meanwhile, she hears the sound of an agglomerate of ENGINES .

Verity looks forward and sees... ... A MILITARY CONVOY tearing down the highway. She gets up and approaches the side of the road to see more closely.

Helicopters overhead. Dozens of trucks packed with armed soldiers and equipment covered in tarps. Humvees with soldiers handling the .50 caliber at the rear.

Some civilians leave the diner and watch that unusual and confused situation. But Verity realizes that they are going in the same direction as the Autobot ship.

Without hesitation, she runs in the same direction as the convoy, following them.

INT. BRIDGE - NEMESIS - DAY Optimus continues to work on the console, and Ratchet does the same on another computer. Then something catches Prime's attention.

OPTIMUS Ratchet, come here.

Ratchet approaches.

85.

OPTIMUS (CONT’D) I was able to unlock one of the files, and that's what I found.

ON THE SCREEN: We see a complete profile of a Decepticon called SHOCKWAVE. OPTIMUS (CONT’D) Flight log, specifications, cargo, skills... all about Shockwave.

RATCHET We all know that Shockwave was killed by the Dinobots many cycles ago. What does Megatron want to do with him?

OPTIMUS I do not know, but I feel like Megatron knows where Shockwave is, or at least what's left of him.

RATCHET Rumors said that Shockwave was secretly building something for Megatron on this planet. You have not figured out what it's about?

OPTIMUS No. Like I said before, I'll need more time to crack the Decepticons security codes to get access to everything.

RATCHET That's it? Megatron wants to revive Shockwave to make him activate an ancestral weapon?

OPTIMUS Or maybe build a new one.

EXT. NEVADA DESERT - DAY A BLACKHAWK HELICOPTER soars over that arid land.

INT. BLACKHAWK HELICOPTER - DAY Inside: Spike, Joe and Col. Sparkplug.

86.

SPIKE Dad, we've been flying for some time now, and we still do not know where we're going.

COL. SPARKPLUG Don’t worry, you can see by yourself.

JOE Spike, look.

Spike cranes his head - looking out the window with Joe CAMERA PULLING OUT TO REVEAL WE'RE: EXT. AREA 51 - DAY The famous mysterious base in the middle of the desert.

LEGEND: "AREA 51, NEVADA." EXT. HELIPAD - AREA 51 - DAY The Blackhawk lands. Spike, Joe and Sparkplug step out. The two soldiers look around incredulously where they are now.

Sparkplug guides the way while the other two follow him.

EXT. HANGAR 51 - DAY The trio stop in front of the main giant doors of the hangar.

Sparkplug nods to a SOLDIER monitoring the place.

The man moves to the circuit box and triggers it. Heavy doors creak opening slowly.

COL. SPARKPLUG Remember: you are about to see one of the greatest secrets of the American government.

INT. HANGAR 51 - DAY Hangar 51 is a massive warehouse, an endless expanse of crates stacked to the eighty foot ceilings as far as the eye can see.

As Sparkplug leads the way across the hangar, Spike and Joe have eyes only for the environment around them, mesmerized.

87.

JOE Imagine what it can contain in all these boxes.

COL. SPARKPLUG Nothing special, I assure you. This all around works more like a distraction for the curious.

They stop in the center of the hangar and wait.

JOE And where do the cool stuff really stay?

And AT THAT MOMENT - ENGINE RUNNING NOISE. Spike and Joe STARTLE. Then the floor under their feet STARTS TO DESCEND through a cylindrical shaft.

It's an ELEVATOR. Lights come to life as the platform carrying the three men go down.

INT. UNDERGROUND TUNNEL - AREA 51 - DAY After leaving the elevator, Col. Sparkplug, Spike, and Joe stride down a long tunnel.

COL. SPARKPLUG Three years ago, an archaeological excavation in Africa found something unexpected. We intervene and relocate it here, and we've been studying it ever since.

JOE Found what?

INT. MASSIVE UNDERGROUND HANGAR - AREA 51 - DAY The hydraulic door opens, as our trio enters, Spike and Joe's eyes go wide seeing something beyond the camera.

COL. SPARKPLUG The future, sergeant.

REVERSE ANGLE REVEALS Multi-tied gantries and girders criss-cross cables and electrodes connected to: SHOCKWAVE.

88.

There the one-eyed Decepticon is but a lifeless carcass. His mistreated body shows us that he has been in that state for many years.

TECHNICIANS surround the robot on several scaffolding, studying and analyzing it.

EXT. RIDGE ABOVE THE ARK - DAY A breathless Verity clambers the small hill to its top. There she sees in the distance... ... a series of TENTS being erected by the military close to the Ark. VERITY Oh no.

INT. ENGINE ROOM - THE ARK - DAY Wheeljack stops his work on the turbines and accesses a holographic control panel.

A screen lights up revealing footage from the outside, where the soldiers mobilize in front of the Ark. WHEELJACK No... not now.

EXT. THE ARK - DESERT - DAY Armed Humvees line up with their .50 aiming at the ship.

Soldiers wielding their rifles are positioned nearby. Tanks slide down from trucks.

GEN. GARNER - the man in charge here - steps forward from his soldiers.

GEN. GARNER All right, keep an eye on this thing. Any sign of movement, open fire. If whatever is inside it does not come out, we will bring it out by force.

EXT. TENT COMPLEX - DESERT - DAY A PRIVATE SOLDIER walks away from the crowd to smoke concealed while everyone is distracted with the Ark.

89.

He lights a cigarette and seizes his moment alone.

But his eyes catch something nearby. He focuses on the top of that rocky ridge and sights... ... VERITY, observing the whole situation occurring.

PRIVATE SOLDIER (shouts) Hey you!

Hearing that cry, Verity tries to escape from there. But she's very much on the edge of the ridge... ... and the border COLLAPSES under her feet. Consequently, Verity falls rolling down across the brae.

After reaching the ground, the soldier grabs Verity by her arm and drags her to the camp.

VERITY Let me go!

INT. UNDERGROUND SHOCKWAVE HANGAR - AREA 51 - DAY Looking closer, Spike notices something on Shockwave's body that looks familiar: the Decepticon symbol.

SPIKE It's certainly one of them. That symbol is equal to what I saw in the one who attacked us.

COL. SPARKPLUG Are you sure?

SPIKE Yes. Sparkplug turns to one of the technicians working there.

COL. SPARKPLUG Send start the shipping process.

JOE What will you do with it?

COL. SPARKPLUG The thing that attacked our base also hacked the network, so this location is compromised. We're going to relocate the robot to another facility.

90.

JOE Before the friends of his come to get it back.

COL. SPARKPLUG Exactly. I want both of you to escort the package to the delivery point.

Spike and Joe react, surprised.

SPIKE Why us?

COL. SPARKPLUG Because I would not trust anyone else.

INT. INTERROGATION ROOM - TENT COMPLEX - DAY Verity GRIMACES seated at the table while a soldier interrogates her there.

SOLDIER I'll ask just one more time: who are you and what were you doing here?

VERITY And I'll answer again: fuck you.

The soldier is already losing his patience, but Verity does not feel intimidated in any moment.

GEN. GARNER comes in then.

GEN. GARNER Dispensed, soldier.

The soldier heads off leaving Garner and Verity alone.

GEN. GARNER (CONT’D) Time to talk, and do not think I'll be bullied by a 16-year-old girl.

VERITY I’m 19.

GEN. GARNER What do you know about the aliens?

91.

VERITY They are short, green and with big dark eyes, right?

GEN. GARNER Our radiation wands have detected that you were in contact with one of those things, so don't mock me.

VERITY I can stay here all day.

He sighs.

GEN. GARNER So maybe you enjoy the fireworks when we blow up that ship.

As Garner turns to leave: VERITY But they did not do anything wrong!

GEN. GARNER So you really know them?

VERITY (flinches) ... maybe.

INT. UNDERGROUND SHOCKWAVE HANGAR - AREA 51 - DAY CRANES start to remove Shockwave from his base to place him in a... ... HIGH-TECH METAL CONTAINER. Specifically large enough to carry a Transformer.

One of the technicians walks over to Sparkplug.

TECHNICIAN Sir, your presence is required at central. They said it was urgent.

INT. MONITORING STATION - AREA 51 - DAY Sparkplug takes in the room, striding among rows of ANALYSTS dutifully manning their data terminals.

He stops in front of the main screen, which streams LIVE VIDEO of GEN. GARNER.

92.

GEN. GARNER (on screen) Col. Wallace.

COL. SPARKPLUG General, report.

INT. OPERATIONS TENT - DESERT - INTERCUT The nerve center of base camp. The room is filed with flat screens, each one monitoring activity of the Ark. GEN. GARNER We surrounded the alien ship, we are with her under our sight. But there was a little unexpected.

COL. SPARKPLUG What?

GEN. GARNER We caught a girl spying around, watching everything. She knows the aliens. She had contact with them.

COL. SPARKPLUG How did this happen?

GEN. GARNER We do not know yet, sir, she refuses to speak.

COL. SPARKPLUG Send the girl here, I want to talk to her myself.

GEN. GARNER Understood.

EXT. HELIPAD - TENT COMPLEX - MOMENTS LATER ROTOR BLADES of a helicopter come to life. Two soldiers escort Verity - handcuffed - into it.

As they enter, the chopper takes off the base camp.

INT. BRIDGE - NEMESIS - DAY Optimus and Ratchet work on the bridge computers as soon as Bumblebee enters, urgently.

93.

BUMBLEBEE Optimus!

He shows up a holographic RADAR over his forearm, which indicates a RED DOT moving across the map. Optimus and Ratchet step closer.

BUMBLEBEE (CONT’D) The Decepticons began a sharp move in a certain direction.

RATCHET They are going to get Shockwave.

OPTIMUS Bumblebee, warn the others.

EXT. ARIZONA DESERT - DAY The air distorts as MEGATRON and STARSCREAM (both in jet mode) rocket through the sky.

VORTEX (assault chopper) rises into frame, rotors whirling.

It banks hard, following the other two.

Speeding along the highway below, BRAWL (the tank) and RUNABOUT (in his PROTOFORM vehicle mode).

EXT. AREA 51 - DAY A chopper lands. That two soldiers come down with Verity.

Col. Sparkplug stands there, waiting.

ON SPIKE AND JOE Wearing their military outfit. Around them, soldiers pack guns and ammunition in Humvees.

SPIKE In a moment we are two ordinary soldiers doing what we train to do.

Now we're about to escort an alien robot across the state. That deserves a salary increase, doesn't it?

JOE (smiles) Definitely.

Joe spots Verity stepping out the chopper.

94.

JOE (CONT’D) What's that girl doing here?

ON VERITY AND COL. SPARKPLUG COL. SPARKPLUG So you're the girl who likes unusual places.

VERITY That’s my type.

They walk side by side onto the tarmac.

COL. SPARKPLUG I got word that you know the aliens. You may have crucial information that we do not have.

VERITY All I'm going to say is that you're making a mistake. They are not your enemy.

COL. SPARKPLUG That's where you make a mistake, little girl. These creatures killed our soldiers mercilessly with a power beyond our reach.

VERITY You're condemning the wrong robots.

It's the Decepticons that you have to fight.

Sparkplug stops and looks into Verity’s eyes.

COL. SPARKPLUG I don't know what they said or promised to you, but know that our world may be at risk right now.

Verity pauses, still not convinced.

An engine roar catches Verity's ears. She turns and comes across with... ... A 18 WHEELER emerging from the underground through a ramp. On its trailer: the Shockwave's container.

Then a heavy-lift TRANSPORT CHOPPER passes overhead, it hovers above the truck lowering down a CARGO NET.

95.

VERITY Are you guys moving?

Sparkplug accompanies Verity to a Humvee, and puts her in the back seat.

COL. SPARKPLUG What you know or have seen here is classified as top secret. Any word on this will be considered a national crime and you will live in the jail for the rest of your life.

Did you get it? (beat) Look, I want to help you, believe me, but for this you will have to help me too.

She gives him an uncertain nod. Sparkplug turns to one of the soldiers over there.

COL. SPARKPLUG (CONT’D) Take the girl to Nellis Base. Tell the Commander I'll be there soon.

He shuts the Humvee door and walks away.

ON SPIKE AND JOE Moving toward the truck as the cargo net lays on Shockwave's container.

Soldiers approach to tie the net around the compartment.

But they hear the sound of jet turbines coming. Spike and Joe look up and see - A F-35 in the sky.

It FIRES A MISSILE. JOE What f-SPIKE LOOK OUT! Spike desperately runs to warn the men and the helicopter about the missile. Sparkplug turns around after hearing those hysterical screams.

SPIKE (CONT’D) BACK OFF! GET OUT THERE! But when others realize what is happening...

96.

... THE MISSILE BLOWS THE CHOPPER INTO SHEET METAL! Spike's knocked backward. Flaming chopper parts rain down around the soldiers.

INT. HUMVEE - AREA 51 - CONTINUOUS CLOSE ON VERITY, with wide frightened eyes after seeing the helicopter turning into a fireball.

A soldier toting a rifle opens the door of the vehicle.

SOLDIER Stay in the car! Head down!

Almost immediately he moves away, letting Verity alone.

EXT. AREA 51 - DAY Soldiers escort Col. Sparkplug to a safe place. He spots Spike, getting up after the attack.

COL. SPARKPLUG (yelling) Spike! Take the truck away from them safely!

Sparkplug enters a hangar. More soldiers come with their rifles in their hands.

Joe helps his friend to stand up.

JOE You okay?

Spike looks up and sees Starscream (the F-35) taking the distance and making a turn for the next assault.

SPIKE We need to get out of here, now!

Spike runs up to the truck and talks to the driver: SPIKE (CONT’D) Change of plans: we will carry the load on the wheels to the new extraction point.

The truck driver nods. Spike runs back to Joe, but that's when Starscream is returning to base.

JOE INCOMING!

97.

Joe and the other soldiers open fire at the F-35 as it approaches. Starscream returns with his 20mm machine gun ROUNDS tearing along the ground.

Some men are shot down, others narrowly escape, just like Spike and Joe. INT. HUMVEE - AREA 51 - DAY Seeing that hail of bullets coming toward her, Verity quickly shrinks on the car floor, grabbing her head as the windows SHATTER after being hit.

But it's not over yet, Starscream fires more missiles by destroying some vehicles scattered around the base.

Verity rises, looks out of the car and sees the soldier who would take her lying there on the ground, dead.

In a fast move, she opens the door and stretches her arm to the dead soldier to pick up the keys to her handcuff.

As Verity unlocks her handcuffs, she moves to the driver's seat, which key is already in the ignition. Now with her hands free she starts the Humvee.

EXT. AREA 51 - DAY A bit stunned, Spike signals for the truck to go. And so the driver does, accelerating as fast as he can.

SPIKE Get in the cars and get out of here! Protect the truck!

Some of the surviving soldiers enter the Humvees and follow the truck out of the base.

EXT. SKIES ABOVE AREA 51 - DAY Starscream is already making his U-turn.

STARSCREAM Megatron, I found them. They're taking Shockwave though!

MEGATRON (V.O.) Stop them!

98.

EXT. AREA 51 - DAY While Spike and Joe coordinate the convoy's exit, Starscream dives from the sky and transforms into his robot form, landing on the base.

JOE Oh shit.

The remaining soldiers at the base concentrate all their firepower on the Decepticon.

STARSCREAM Meat insects!

Starscream SLAUGHTERS the poor humans before him. He is a titan crushing ants on his feet.

One soldier fires his ROCKET LAUNCHER that hits the robot's thigh. Starscream glares at him furiously and unleashes a barrage of missiles that strike the military.

Amid that chaos... ... Verity's Humvee materializes through the smoke, racing toward the exit.

INT. HUMVEE - DAY Verity grips the wheel zigzagging through the burning wreckage on the way. But in the middle of the road she spots two surviving men: Spike and Joe. She glances at the exit gate and then at the men again, still undecided on what to do. Running time. Heart pounding.

Verity makes a decision and turns the wheel abruptly toward the two soldiers.

EXT. AREA 51 - DAY Spike and Joe witness Starscream massacring the military with a smile on his face. And a few meters behind him, Vortex appears to make matters worse.

JOE We’re going to die here, Spike.

When it seems that there is no longer any hope... ... Verity's Humvee SCREECHES to a stop in front of them.

99.

VERITY Get in!

Spike and Joe stare at her, confused.

VERITY (CONT’D) COME ON! Without choice, the two men get into the vehicle. Verity speeds off there while the Decepticons cause more carnage.

ON STARSCREAM AND VORTEX After realizing that Shockwave is not around, Vortex turns to Starscream, who has fun attacking the humans.

VORTEX What are you doing? Megatron does not like delays!

STARSCREAM See how they run, it's fun to see.

VORTEX I will not be punished because of your desire for greatness over these insignificant creatures.

Vortex turns into a helicopter and flies away. Starscream rolls his eyes and transforms into a jet, then takes off.

INT. MONITORING STATION - AREA 51 - DAY Col. Sparkplug bursts in, ordering: COL. SPARKPLUG I need someone to contact Nellis Air Force Base, that men will need air support immediately.

EXT. DESERT HIGHWAY - DAY Verity drives fast. In the distance: the convoy.

INT. HUMVEE - DAY Verity still at the wheel, Spike in the passenger seat and Joe in the back seat. The three still recomposing from what happened.

100.

JOE I think we missed those things.

SPIKE (to Verity) Who the hell are you?

VERITY The person who saved your asses, you're welcome.

SPIKE Okay, thank you, now let me take the wheel.

VERITY No! We have no time. I just want to get the furthest away from all this shit.

SPIKE Listen to me little girl, we have a cargo to deliver and we will not run away because of you.

VERITY You both don't even know what they want that thing for.

SPIKE No, we don't. But if they want it too much, I'm not going to give that advantage to them, okay? You can jump out of this car and hide or you can step on that accelerator and save the world.

JOE Please choose fast.

Verity and Spike's eyes meet, and there she realizes that shit is really serious.

VERITY Goddamnit, I've walked a lot in the last days to come back now.

And she SLAMS the accelerator pedal.

EXT. SKY - DAY Following Megatron in his jet mode, flying miles above the ground.

101.

HIS POV: ZOOMS across the highway to find the armored Humvees and the truck racing amidst the traffic. X-RAY reveals Shockwave inside the container.

EXT. DESERT HIGHWAY - DAY Our gang finally reach the convoy. Verity accelerates to the front of the truck, leading the way.

INT. HUMVEE - DAY Spike grabs his RADIO: SPIKE This is Major Spike Wallace, six miles ahead we'll make a detour to the city. Be ready.

SUDDENLY - KA-BOOM! A civilian car EXPLODES in the road. They look back and see chasing the convoy EXT. DESERT HIGHWAY - DAY - BRAWL and RUNABOUT in vehicle mode. Brawl's barrel smoking.

Then he fires again.

INT. HUMVEE - DAY The shot passes the Humvee and hits another car meters ahead.

The burning wreckage flips in the way of the convoy.

VERITY Hold on!

Verity holds firmly the steering wheel as the Humvee shoves away the flaming carcass, making its way.

SPIKE Do those things have tanks too?!

Verity glares up forward, beyond the camera, and her eyes widen excited.

VERITY No way!

102.

EXT. DESERT HIGHWAY - DAY THE AUTOBOTS COME FROM THE OPPOSITE END. Optimus, Bumblebee, Prowl, Ironhide and Ratchet - everybody in their vehicle mode speeding together.

Verity waves at them cheerfully. Bumblebee honks in reply.

OPTIMUS Bumblebee and Ratchet, go with Verity. They have Shockwave.

Bumblebee pulls alongside Verity's car, Ratchet flanking the rear as Optimus, Ironhide and Prowl roar past the convoy.

Civilian cars narrowly diverge from the three Autobots advancing in the opposite route of the highway, paving the way toward the Decepticons.

Brawl and Runabout fire their artillery. Optimus, Ironhide and Prowl shunt and dodge the shots, which blast the road.

Runabout boosts forward and TRANSFORMS. His pair of blades erupt from his arms scraping on the ground. Ironhide rushes right in his way, and TRANSFORMS too. Feet skidding on the pavement.

The two robots COLLIDE in midway. Ironhide DUCKS one of the blades in time and grabs the Runabout's arm, then LEVERS him onto the ground.

ON OPTIMUS AND PROWL Averting from tank shots as they charge Brawl. Prime transforms, steel foot SLAMMING DOWN on the highway. Ripping up asphalt. He LEAPS as Brawl transforms too.

Before the Decepticon can fire, Optimus PUNCHES right on his face, dropping him to the ground.

Optimus slides and stops in a fighting pose. Cars behind him maneuver to not hit his feet.

Brawl gets up aiming his shoulder-cannon at Optimus, ready for another shot. But what he doesn't realize is... ... Prowl coming from behind. He skids, TRANSFORMS and LEAPS onto Brawl, wrenching back the Decepticon's cannon JUST AS it fires, missing Optimus.

Brawl grabs the Autobot on his shoulders and SWINGS him to the highway, smashing some cars passing by.

103.

As he turns to Optimus - WHAM! The Autobots Leader hits his face hard enough to knock him OUT-OF-FRAME. CUT TO Ironhide firing his assault weapon at Runabout, who parries it with his blades. The Decepticon sees a car next to him and scoops it up toward Ironhide.

Almost squeezing the trigger to blow that car out, Ironhide notices PEOPLE still inside there.

He rolls and catches the car before it hits the ground. The passengers of the vehicle stare TERRIFIED at that huge mechanical figure.

IRONHIDE Are you all right?

THEN - BAM! Runabout KICKS Ironhide's head while he's distracted.

The civilian car backs to the ground as the Autobot falls to the side.

Runabout LASHES OUT to a definite attack.

When it looks like he will impale Ironhide, the Autobot grabs the blade a few inches from his chest. But just one of them, the Decepticon raises his other blade teasing his victory.

RUNABOUT Your spark is mine, Autobot.

Off that imminent blade, Ironhide uses all his strength to SPLIT a piece of the blade he was holding. Runabout REACTS, surprised.

With that sharp piece, Ironhide STABS the enemy's shoulder making him stagger back. Ironhide seizes the moment and picks up his weapon on the ground.

As soon as Runabout removes that piece of steel from his shoulder, Ironhide shoots him several times like a gunslinger, pushing him back inch by inch until... ... plummet off the freeway overpass, CRASHING to the level below. Runabout lies motionless.

CUT TO Optimus, as he sends a right hook but Brawl grabs his fist.

Brawl is about to give his right hook, but Optimus grabs that too.

104.

An impasse with four fists restrained.

But the cannon on Brawl's shoulder takes aim at Optimus's head. Optimus HEADBUTTS Brawl right in time, tilting him back as he fires into the skies.

OPTIMUS Now, Prowl!

As Brawl recovers, Prowl rushes towards him and jumps on his back again, this time pulling the Decepticon's tank barrel with all his might.

Before Brawl could act, Prowl RIPS OUT the cannon from his shoulder. Prowl flips back landing on his feet.

Brawl only has eyes for Prowl, really mad.

BRAWL You bastard... I'm gonna dismantle you down!

He advances for Prowl, but he doesn't realize Optimus sliding over his knees from behind. He SWEEPS Brawl's legs off the ground, knocking him flat on the highway.

As Brawl hits the ground, Optimus WHIRLS and SINKS his ax into Brawl's chest. The Decepticon tries to remove the ax from his body but his strength is exhausted and he gives in.

Optimus stands beside Prowl. They turn and find Ironhide.

EXT. CITY STREETS - DAY The chase enters a CITY. Bumblebee and Ratchet move alongside the convoy. Pedestrians look at those hurried vehicles, apprehensive.

INT. HUMVEE - DAY Spike barks into his radio again: SPIKE Central, we have the cargo. We will reach the port in twenty minutes, do you copy?

The only response is STATIC. Then - the SCREAMING APPROACH of an F-35 turns everyone around.

VERITY What was that?

105.

Joe leans over and sees a jet in the sky, but he recognizes it and it’s not a good sign.

JOE It's not one of ours.

EXT. BUILDING ROOFTOP - DAY Starscream SWOOPS DOWN transforming into his robot form as he lands on the building. He steps on the ledge and eyes the target on the street below.

STARSCREAM (into comm) I found them.

He takes aim and fires a flurry of MISSILES. EXT. CITY STREETS - DAY The people around scoot in fear. The projectiles hit the street. Bumblebee and Ratchet transform immediately. The convoy stops behind them.

RATCHET (to Spike) We'll keep Starscream busy while you leave.

The Autobots weapon up and run to face Starscream. But Bumblebee STOPS. He senses something. He turns back and sees Vortex (chopper) hovering above the Shockwave's container.

BUMBLEBEE Ratchet!

Ratchet stops his run and views the Decepticon next to the container.

Vortex shoots a kind of GRAPPLING HOOK that attaches into Shockwave's container. The chopper rises lifting the container with it.

Spike, Joe and other soldiers exit their vehicles with rifles in hands.

SPIKE Do not let him get out of here!

The military open fire upon Vortex. Bumblebee's coming, pointing his gun. Ratchet follows behind, but he hears...

106.

... MISSILES fired from Starscream. He takes up position on the street firing at the missiles, shooting down as much as he can. But he can't do this with all of them.

RATCHET Oh no.

ON BUMBLEBEE as he aims at Shockwave's container, ready to pull the trigger. But Verity spots the missiles coming.

VERITY Bee! The first missile hits a building, the other two strike the street. Bumblebee shields Verity with his body getting all the blow.

The blast knocks Ratchet into a pawn shop and flips some Humvees ASIDE. The soldiers drop to the ground as well as Bumblebee.

BEAT. CLOSE ON Verity, on Bumblebee's chest with his steel hands around shielding her.

BUMBLEBEE Are you alright?

VERITY I think so. And you?

BUMBLEBEE Yeah. We need to destroy that container as quickly as possible.

CUT TO Spike lying on the ground, grimy and covered in dust. The sound vanished into the void giving way to a loud highpitched buzz in his ears.

He turns his head to one side and finds the Autobots recovering. On the other side: Vortex moving away with Shockwave gradually.

Still dizzy, Spike gets up and bursts his rifle at Vortex.

Joe and the others recover and realize what's going on.

JOE Everybody: focus on the hook!

107.

The soldiers hit the cable while Vortex gains altitude. After a constant hail of GUNFIRE, the cable that holds the container SNAPS... ... and drops the huge cargo on the street in a hard impact.

INSIDE THE CONTAINER: Everything ROCKS, but Shockwave remains in the same state without any sign of life.

Bumblebee makes Vortex flee with the shots from his cannon.

Ratchet and Verity walk up to him.

RATCHET It will not be long before the others come back, we need to be quick.

BUMBLEBEE Right. (to the soldiers) Please move away from this container.

Bumblebee and Ratchet point their weapons at Shockwave, but Spike interferes in their aims.

SPIKE Hey! What do you guys think they're doing?

RATCHET We do not have time to argue, human. Move.

SPIKE No! This thing is owned by the American government, and my mission is to keep it safe!

RATCHET You have no idea what can happen if Megatron gets Shockwave back! We need to destroy it.

BUMBLEBEE It's for the sake of your world.

Spike raises his rifle to the two robots. The other soldiers do the same.

SPIKE It's not that simple.

108.

JOE Are you really sure about this?

Spike shoots Joe a look.

VERITY Hey asshole! You're aiming the gun at the good guys here!

RATCHET Move away, now!

The soldiers hold their positions around the container. Joe turns to Spike, uncertain of that decision.

JOE Spike... maybe we should listen to their story.

TIGHT ON Spike, mind churning as he tries to figure out his next move. Finger on the trigger. What now?

THEN - ROARING TURBINES make their heads tip up to find MEGATRON, PLUMMETING DOWNWARD in jet mode with its nose down, like a dive-bombing predator.

BUMBLEBEE Megatron!

SPIKE RUN! Everyone SPREADS searching for cover. Bumblebee catches Verity again; the soldiers try to move away from the container.

Megatron transforms into a robot in the middle of the path, letting gravity bring him down. Spike and Joe throw themselves into a cafe.

MEGATRON SLAMS DOWN INTO THE STREET in a THUNDEROUS BOOM. INT. STREET CAFE - CONTINUOUS As Spike and Joe jump in... ... Megatron's landing SHATTERS all the cafe WINDOWS, showering glass shards over them.

109.

EXT. CITY STREETS - DAY The cars parked there were overturned all over the street. A small cloud of dust permeates around Megatron's feet.

MEGATRON (walking toward the container) You have something that belongs to me.

As Megatron moves toward the container, Bumblebee jumps to a surprise attack. But the savvy leader of the Decepticons grabs the little Autobot by his head, hanging him high over the ground.

MEGATRON (CONT’D) Shameful.

Megatron TIGHTENS Bumblebee's head gradually. Verity cannot bear to see that and shows up.

VERITY Leave him alone!

Megatron lowers his head, seeing that insignificant creature on the ground.

VERITY (CONT’D) Or I'll beat you down!

BUMBLEBEE Verity -- run!

MEGATRON (to Bumblebee) Did you make friends with the meat insects? You Autobots are more depressing than I thought.

Sadistically, Megatron presses on Bumblebee's head and makes him moan, painful.

MEGATRON (CONT’D) (to Verity) What would you do with me again?

I'm waiting.

Verity just stands watching her friend getting hurt. She wants to help but doesn't know how.

RATCHET (O.S.) Drop him or I'll blow your gears.

110.

Behind Megatron: Ratchet pointing his weapon at him.

RATCHET (CONT’D) I swear by Allspark.

MEGATRON Really?

But Megatron is not intimidated in any moment and tightens the head of Bumblebee more.

Before Ratchet could do anything, Starscream lands behind him aiming his arsenal at him. Things get worse, Vortex back around the street on the other side, rendering the soldiers.

They are trapped from both ends.

MEGATRON (CONT’D) Do not make promises you can not keep.

Megatron continues to SQUEEZE his hand. We can hear the sound of Bumblebee's head CRUMPLING little by little.

MEGATRON (CONT’D) This will be the last time you guys got in my way.

VERITY STOP! Megatron tightens more. Ratchet turns his gaze away from watching that scene. Bumblebee already feels his death coming.

But AT THAT MOMENT - PROWL AND IRONHIDE SUDDEN ARISE FROM AN ALLEY IN THEIR VEHICLE MODE TOWARD THE DECEPTICONS. They divide. Ironhide heads for Vortex. He transforms and LUNGES Vortex against the building forefront.

Meanwhile, Prowl transforms too and DOES A LEAPING DOUBLE KICK. KICKING MEGATRON IN THE CHIN. The blow makes Megatron to wobble back and drop Bumblebee back to the ground.

Ratchet realizes that Starscream stares outraged and speechless at that situation. He seizes this momentum to BASH Starscream backwards.

111.

Without wasting time, Ratchet fires straight for the container with the intention of destroy it. But... ... Megatron steps between the shot and the container, and blocks Ratchet's shot saving Shockwave.

PROWL Fall back! Fall back!

The Autobots retreat as Megatron fires pulse blasts from his arm-cannon, destroying pieces of buildings and blowing holes in the streets.

When Megatron takes a step to chase our heroes... ... TIRES SCREECHING on the asphalt catch his eyes. Megatron turns and sees at the end of the block: OPTIMUS PRIME SURGING FROM A STREET CORNER. He accelerates toward the Decepticons at full speed.

MEGATRON Starscream, Vortex. Take Shockwave away from here.

STARSCREAM Yes, master.

Megatron walks toward Optimus while the other two pick up the container and start taking it away.

First in slow steps, then Megatron begins to haste, running faster and faster towards Optimus. Fire in the eyes, ready to kill.

Optimus TRANSFORMS in mid-race, rising on two legs and hauling his FIST as well as Megatron. Both fists cutting through the air for each other.

THEY CLASH. FIST INTO FIST. The collision emits a sound like a THUNDERCLAP and the SHEER FORCE of it EXPLODES the glass of the buildings and vehicles around them.

EXT. ALLEY - DAY Ratchet, Prowl, Ironhide and Bumblebee - carrying Verity in his hands - gather there.

112.

IRONHIDE Prime must be fighting with the Decepticons alone! We can not stay here.

PROWL And we won't. Megatron knows we want to destroy Shockwave, so he'll want to take him away.

BUMBLEBEE Starscream and Vortex should be with him now.

RATCHET So we do not have time to waste.

The four of them take their weapons. Bumblebee places Verity on the floor.

BUMBLEBEE Hide yourself in a safe place.

VERITY But -The Autobots run into the street, ready for battle.

EXT. CITY STREETS - DAY The four robots run in formation across the street.

PROWL Ironhide, Optimus will need help against Megatron.

IRONHIDE All right.

Ironhide separates from the others by going to an adjacent street.

INT. STREET CAFE - DAY Spike stands on the sidewalk watching Starscream and Vortex moving away with the container. Then he enters the cafe, joining with... ... the few surviving soldiers. Most of them injured, still recovering from the Decepticon offensive.

113.

JOE What's the situation?

SPIKE Two of them are swaying down the street, but two others are taking the cargo in the other direction.

WOUNDED SOLDIER Sir, those machines can crush us in one move. Without support we gonna die.

Spikes takes a deep breath.

SPIKE I know you're scared because I'm scared too. But those bastards killed my team. My friends.

Whatever the reason they want that thing in the container, I will not let them have it. I will not let them get along in this.

The soldiers exchange glances, taking confidence.

SOLDIER Our rifles have no effect on them.

JOE In those Humvees there are some grenade launchers. I've used one on them and it works great.

SPIKE The Air Force will be here in a few minutes, we just need to buy time for them. So what do you say?

Off their stare In a SERIES OF CUTS: Spike, Joe and the others open the Humvees' trunk... pull suitcases from under the backseat... and take the grenade launchers from each of those places in the cars.

EXT. CEMENT RIVER BASIN - DAY The place where Runabout fell from the highway.

We DRIFT through the area to Runabout, dejected on the ground, unmoving. His eyes suddenly FLICKER to life.

114.

EXT. DESERT HIGHWAY - DAY The entire highway stopped. People got out of their cars to ring Brawl, which also lies on the ground motionless.

More curious people join the crowd every time. Dozens of cell phones record and take picture of the fallen robotic titan.

PUSHING IN ON BRAWL as the folk treat him like a tourist spot. CLOSE-UP on his face: eyes light up too.

At the first sign of movement, the people around the Decepticon startle and quickly run away, but still with eyes for the robot.

As Brawl gets on his feet with a tremendous effort, the people keep the cell phone up and record everything.

EXT. THE ARK - DESERT - DAY Soldiers set up EXPLOSIVES in the hull of the ark and move away.

INT. OPERATIONS TENT - DESERT - DAY Through a monitor, Gen. Garner oversees the whole situation.

GEN. GARNER (into headset) Fire in the hole.

EXT. THE ARK - DESERT - DAY From a safe distance, a soldier triggers the DETONATOR. INT. CORRIDOR - THE ARK - DAY As Wheeljack courses across the hallway... ... BOOM! The detonation trembles the ship making him almost lose his balance.

WHEELJACK Damn humans.

He hurries his steps.

115.

EXT. THE ARK - DESERT - DAY The dust settles, revealing that the explosives only scratched the surface of the Autobot ship.

SOLDIER (into radio) Sir...

INT. OPERATIONS TENT - DESERT - DAY The General sees the ship still intact.

SOLDIER (over radio) ... We can only hurt the most superficial part. Whatever the material of this thing, it is tough.

Garner pauses for a moment.

GEN. GARNER Back off. Let's use heavy fire this time.

EXT. TENT COMPLEX - DESERT - DAY The soldiers retreat as the tanks line up, with their barrels pointed at the Ark. INT. BRIDGE - THE ARK - DAY The door slides open and Wheeljack bursts in, directly to the main console. He types fast, re-connecting the entire spaceship system.

WHEELJACK Please... you have to work.

But - BLAM! More explosions rock the ship harder. Wheeljack remains focused on the panel.

EXT. TENT COMPLEX - DESERT - DAY The row of tanks shoot the Ark.

116.

INT. OPERATIONS TENT - DESERT - DAY Accompanying everything in the screen, Garner notices that the ship is still intact.

GEN. GARNER (into headset) Keep firing!

EXT. TENT COMPLEX - DESERT - DAY Another round of shots.

GEN. GARNER (V.O.) Open a fucking hole in that ship!

INT. BRIDGE - THE ARK - DAY The tension increases. Wheeljack is doing his best right now.

WHEELJACK Come on, come on...

That’s when he begins to hear the sound of the turbines finally WAKING UP. EXT. TENT COMPLEX - DESERT - DAY The engine of the Ark is slowly returning to its full power.

The huge turbines are blazing again.

The force and energy start to STORM the tent complex, which increases at every second.

INT. OPERATIONS TENT - DESERT - DAY Some monitors suffer with interference as the Ark is coming to back life.

GEN. GARNER What hell is happening?

INT. BRIDGE - THE ARK - DAY All that noise is music to Wheeljack's ears.

WHEELJACK Activating gravitational stabilizers.

117.

EXT. THE ARK - DESERT - DAY Underneath the Ark, several GRAVITY DISCS begin to set it a few feet above the ground. The turbines are getting stronger.

Some of the tents are torn off the ground and thrown away.

INT. BRIDGE - THE ARK - DAY Wheeljack gives a proud and satisfied smile after seeing his ship off the ground again.

WHEELJACK Now let's get out of here, baby.

EXT. TENT COMPLEX - DESERT - DAY The soldiers stare at the ship almost hypnotized as it ascends. General Garner leaves his tent and joins his men.

GEN. GARNER Dear Lord...

When the Ark gains height enough... ... KA-BROOM! ITS TURBINES BLAST IN A DEAFENING UPROAR. The earth QUAKES hard.

A SHOCK WAVE knocks down everyone and BLOWS away every tent standing.

The ship BOLTS into the skies, vanishing.

CUT TO: EXT. CITY STREETS - DAY Optimus and Megatron grab their hands up, each one squeezing them. Megatron headbutts Optimus, sending him back down the street.

As Optimus stands up, he transforms his right hand into an ax and advances toward Megatron. Megatron fires his arm-cannon.

Optimus shields the shot with his ax, which DEFLECTS it into a building. Huge debris fall towards the sidewalk where there are some pedestrians.

But Prime leans his body over that people by letting concrete blocks hit his back and saving their lives.

118.

OPTIMUS Get out the streets!

Scared, the pedestrians run as far as they can from there. In this moment, Optimus senses Megatron coming right behind him.

He turns around and parries his foe's attack, then pushes Megatron back.

MEGATRON I have to admit, your persistence to the inevitable is admirable.

OPTIMUS I give you the last chance to surrender, Megatron. I do not want to kill you.

MEGATRON But I want.

The two titans charge each other by initiating a close-range MARTIAL ARTS COMBAT between them.

Optimus with his ax and Megatron with his cannon.

They DUCK and BLOCK each others move like fencers. Ax CLANGING, ROUNDS firing. It's something impressive.

CUT TO Elsewhere in the city, Starscream and Vortex stop to carry Shockwave's container down the street.

STARSCREAM We will never reach our ship in this rhythm.

VORTEX We can try to tie my cable to the container and I take it flying.

STARSCREAM (indignantly) And why did not you tell me this before, you idiot?! Come on!

Vortex takes distance and transforms into a helicopter. It hangs above the container and drops its cable. Starscream wraps the cable around the container.

STARSCREAM (CONT’D) Go! Once again Vortex begins to lift Shockwave.

119.

But while Starscream watches the two go up... ... he doesn't notice a Humvee SPEEDING toward him - with Spike driving.

He SLAMS the brake - the car SKIDS and PIVOTS - hitting its side on Starscream's ankles, pulling him down.

STARSCREAM (CONT’D) What the hell...?!

Starscream turns and finds Spike in the car, looking at him.

The Decepticon stands up, raging.

STARSCREAM (CONT’D) You're so dead now.

SPIKE (into radio) Now! Before Starscream could do anything, Joe and the other soldiers emerge from corners and alleys, aiming their grenade launchers at the robot.

JOE Shoot that son of a bitch down!

Starscream cannot shoot first and takes hit by several blasts of grenade launchers. Spike steps out of the car and also shoots.

They concentrate firepower making Starscream retreat across the street. But the ammo runs out and they need to reload.

STARSCREAM I will not be defeated by insignificant beings like you!

Starscream launches a missile at our soldiers. They do not have time to run away.

BUT - Prowl jumps out nowhere and GRABS the missile in mid-air.

As he touches on the ground, Prowl HURLS the missile back to its owner.

BOOM! It explodes into Starscream's chest.

Prowl spots Vortex and the container high among the buildings.

120.

PROWL (into comm) The Decepticon is with Shockwave in the air and moving away!

RATCHET (V.O.) We're on the way.

Starscream gets up firing his machine gun. Prowl takes cover.

PROWL (to the soldiers) Stay behind me.

The two robots start an exchange of shots in the middle of the street.

ON BUMBLEBEE AND RATCHET Running through streets, turning in corners, averting pedestrians and cars along their way.

They stop at the sight of Vortex flying at the height of the buildings. Ratchet aims ready to shoot him down, while Bumblebee surveys his surroundings thinking of something.

But Vortex goes out of sight as he banks to the back of a building.

RATCHET Damn it!

BUMBLEBEE We'll need a higher place if we want to get him.

RATCHET What?

Bumblebee LEAPS to a building sinking his FINGERS into it, and using his agility he starts to CLIMB, digging the wall as he goes up.

ON OPTIMUS AND MEGATRON Megatron's left arm turns into TWO DOZEN FIRING TURRETS, hurling Optimus a full city block.

As the Decepticon walks toward Optimus, he gets hit in the back by a shot from Ironhide!

IRONHIDE I have something special for you, Megatron!

121.

Ironhide wields a kind of HIGH-TECH SHOTGUN, another shot blows apart a piece of Megatron's abdomen. Ironhide fires again but Megatron dodges and returns fire.

Ironhide gets hit hard on the chest, he goes backward through cars and light poles.

WE PULL BACK from him to find - Verity, discreetly watching everything from behind a wall.

EXT. SKIES ABOVE CITY - DAY A contingent of SCREAMING MILITARY JETS rockets in, flying over the city.

EXT. CITY STREETS - DAY Amid the shooting against Starscream, Joe notices the sound of nearby jets.

JOE (shouts under gunfire) Spike! We have the Air Force!

Spike nods and departs from the others.

SPIKE (into radio) The target is an assault helicopter carrying a metal container. Hit it!

A moment later, those jets pass over the battle going in search of Vortex. Starscream notices them.

STARSCREAM No! Starscream turns into plane and TAKES OFF, leaving Prowl and the soldiers there.

EXT. BUILDING ROOFTOPS - DAY We follow Bumblebee as he races nimbly through some roofs, doing parkour moves.

He stops at the edge of a building where he has a broad view of Vortex in the distance. Bumblebee rests on one knee and pulls his sniper rifle, aiming at Vortex.

122.

INT. FIGHTER JET COCKPIT - SKIES ABOVE CITY - DAY The PILOT sees Bumblebee on the terrace with his weapon.

JET PILOT I'm spotting another of them.

Proceeding to invade.

EXT. BUILDING ROOFTOP - DAY Bumblebee has his target right in the sights. But when he's a second to pull the trigger... ... MACHINE GUN ROUNDS cut off his moment. One of the jets pulled away from the squadron and heads toward him.

BUMBLEBEE Wait!

The pilot fires missiles that burst around Bumblebee. The Autobot has no choice but to run away.

So he does.

The machine gun tears along the roof as Bumblebee runs to the other side. Before he can jump to the other building... ... Bumblebee takes hit in the back severely and tumbles between that two buildings.

As he DROPS twenty stories, Bumblebee BOUNCES ON THE BUILDINGS FRAME before CRASH into an alleyway.

EXT. SKIES ABOVE CITY - DAY The Air Force jets streak down for Vortex, who is almost leaving the city with Shockwave.

JET PILOT #2 Star One to Base: we've acquired target. Locking on -AT THAT MOMENT - one jet EXPLODES in the air. Then ANOTHER and ANOTHER. JET PILOT #2 (CONT’D) What the hell?!

REVEAL that Starscream PURSUITS that fighter jets in his own jet mode.

123.

JET PILOT #2 (CONT’D) There is another one -- Fall back!

Fall back!

The jets try to escape but Starscream takes down everyone with his artillery.

EXT. CITY STREETS - DAY Optimus slams on the ground, wounded. He stands on fours, trying to get up but Megatron punches his face to keep him down.

MEGATRON You could be on the right side of this war, helping me get Cybertron back to its golden age. But instead you have decided to impose yourself against evolution.

OPTIMUS Your "evolution" is killing the planet and all who inhabit it.

As Megatron hits Optimus again: ON VERITY Sneaking through the rubble and burning cars on the street toward a stunned Ironhide on the ground.

She approaches the fallen Autobot and glances down the street: Megatron is kicking Optimus ass without mercy.

VERITY Ironhide. Ironhide, Optimus needs your help! Move!

He's too weak to respond.

VERITY (CONT’D) Come on!

Ironhide will not recover so soon, but Verity knows someone needs to do something. She looks around for some solution to help Optimus.

And she finds the Ironhide's shotgun resting on the ground over the rubble, lightly tilted up. An idea comes into her mind.

Verity walks up to the weapon and tries to push it to point at Megatron's angle meters ahead.

124.

She uses her whole body against that great weight, but the weapon does not move an inch.

VERITY (CONT’D) C'mon! Move you son of a bitch!

Her feet slip on the floor but the weapon doesn't leave its place. SUDDENLY - the shotgun SPINS to where Verity wanted.

She turns to Ironhide, who uses his last forces to move the weapon.

IRONHIDE You can do it.

Verity nods, trustful. She climbs up the weapon and enters the trigger gap. With her back propped on the trigger guard, Verity PUSHES the trigger with both feet.

With clenched teeth, Verity hales a strength inside herself that she has never worn before. We can see the trigger shifting every millimeter.

ON MEGATRON AND OPTIMUS The Decepticons leader is HAMMERING Optimus's chest with his huge foot, cracking the street at every step.

MEGATRON When I show your spark to the other Autobots in Cybertron, all their vigor by battle will vanish and I will kill them all.

ON VERITY Pushing like hell. Calves on fire. The trigger is moving, coming near the end.

ON MEGATRON AND OPTIMUS Megatron lifts his opponent by the throat as his arm-cannon increasingly GLOWS, building to release a MASSIVE ENERGY DISCHARGE. BACK ON VERITY With the trigger almost completely pressed, Verity ROARS stretching her legs with all her might and finally FIRING. The RECOIL YANKS VERITY INTO THE AIR - she slams into a windshield, SPIDERWEBBING the glass.

ON MEGATRON -

125.

As the shot BLASTS THROUGH HIS TORSO. That was a serious hit.

Both robots fall to the ground. Megatron has a hole in his chest, able to show his insides. But he remains functional.

TIGHT ON Optimus, lying, needing to recover. But as he looks at Megatron in front of him, he notices something.

HIS POV: The shot made a GAP to Megatron's SPARK inside his body, where we see the bright energon core.

EXT. BUILDING ROOFTOP - DAY Starscream lands on the terrace and sees the battle taking place on the streets, but he only watches.

EXT. CITY STREETS - DAY Furious, Megatron turns and sees Ironhide's weapon smoking, and Verity dizzy on the windshield. With some effort, Megatron struggles to reach the young woman.

IRONHIDE Verity, run!

But Verity is still stunned by that impact. Megatron approaches, stumbling over the rubble along the path.

MEGATRON You... insect... you cannot kill me, I am...

OPTIMUS (O.S.) MEGATRON! As Megatron turns around... ... OPTIMUS PLUNGES HIS HAND into Megatron's chest! His eyes widen at that moment.

INSIDE MEGATRON'S CHEST: TIME SLOWS as the Autobot grabs Megatron's spark. Then - he RIPS OUT MEGATRON'S SPARK. Tendrils of energy swirling Megatron's body. He COLLAPSES to the ground, agonizing.

126.

Before he died, Megatron sees Starscream on the top of the skyscraper, just looking at the whole situation and doing nothing.

MEGATRON (weak) Star... scream... help m...

Megatron's eyes shut off. His whole life-force vanished at that moment, leaving only a mechanical body on the floor.

EXT. BUILDING ROOFTOP - DAY Starscream has nothing but a big satisfied smile on his face after seeing his master's death.

STARSCREAM Your services to the Decepticons it's over, Megatron.

He TRANSFORMS into jet and flees the city.

STARSCREAM (V.O.) Decepticons: regroup.

EXT. CITY STREETS - DAY After a long time, everything is finally QUIET. Ratchet and Bumblebee emerge through the smoke. The little Autobot anchors an arm around his friend's neck as he drags a wounded leg.

Prowl and Ironhide appear through the wreckage, Ironhide also using his mate as support. Next to them is Verity, with some scratches and minor injuries.

They gather around Megatron's lifeless body.

VERITY Bee! Are you all right?

BUMBLEBEE I'm good, I've suffered worse. What about you?

VERITY Maybe some bruises I'm going to feel for the rest of my life. (proudly) But guess who helped kill the big boss.

127.

BUMBLEBEE I don’t doubt you.

Optimus kneels by his dead enemy.

OPTIMUS You left me no choice...

RATCHET Everyone knew this would be the only possible outcome, Prime. You or him.

Spike, Joe and the soldiers arrive with their rifles pointed at the Autobots.

IRONHIDE Oh scrap.

Optimus signals the others to distance themselves from the soldiers as they approach.

SPIKE You are all in the custody of the United States government.

VERITY What?! Is that some kind of joke?

PROWL We fight on the same side.

SPIKE We lost one of our robots, we can not leave five more weapons of mass destruction hanging around. (beat) I’m sorry but it’s my duty.

OPTIMUS I understand, but unfortunately I can not agree to this.

SPIKE This is not your choice.

OPTIMUS Neither yours.

A sudden TREMOR vibrate the whole street and the wreckage around. The windows of the buildings quiver as if it were to shatter. The soldiers exchange glances, nervous.

THEN -

128.

- THE ARK SOARS over the city, hovering above their heads.

IRONHIDE Wheeljack!

The Autobots assemble a little distance from humans and await for something.

From the belly of the Ark, a beam of light shoots bathing the five Autobots on the street, like a fixed and powerful searchlight.

This is the GRAVITY LIFT. JOE What the hell are they doing?

Bumblebee looks at Verity one last time and waves at her. The girl returns the gesture with a smile on her face.

In a bright blue flare, the Autobots DEMATERIALIZE in a blink of an eye. As if they had been sucked into the ship.

The soldiers gape upward as the Ark moves away, disappearing from our sight into the blue sky.

JOE (CONT’D) That... was insane.

SPIKE There's still a lot of work to do.

The soldiers turn to Megatron's body lying in the street.

SPIKE (CONT’D) We lost one robot but we won another.

Joe looks around as if he had something missing.

JOE Where is that girl?

WIDEN TO REVEAL Verity IS GONE. Off the soldiers, among that aftermath scenario we HEAR...

COL. SPARKPLUG (pre-lap) Given the recent events, the president authorized the operation of hunting and apprehension of the alien beings called Transformers.

129.

INT. CLOSED-DOOR SESSION - THE CAPITOL - DAY Col. Sparkplug at the table, talking to someone beyond the camera that we do not know yet.

COL. SPARKPLUG Any and every file will be transferred to a new installation that I want you both in control.

And you will only report to me during this time.

REVEAL Spike and Joe across the table, listening. A look between them.

SPIKE We accept, sir.

EXT. DESERT HIGHWAY - SUNSET Wandering lonely on the road is Verity, following her path normally. She stops on a road sign to read.

COL. SPARKPLUG (V.O.) You should work and act in the shadows.

Verity goes back to walk. As she moves away, PULL BACK TO REVEAL what is in the sign: "Welcome to Las Vegas. Enjoy Your Journey."

COL. SPARKPLUG (V.O.) The government will provide all the necessary resources for the success of the operation.

DISSOLVE TO: EXT. SKY - NIGHT The Ark flies gently through the clouds.

INT. BRIDGE - THE ARK - NIGHT Bumblebee rummages his holographic radar. Optimus and Ratchet are waiting for the result. But Bumblebee turns off the radar disappointed.

130.

BUMBLEBEE Nothing. The tracker I put on that Decepticon must have been lost in battle.

RATCHET What now? We can't leave this planet knowing the Decepticons are still loose around with Shockwave, and the humans with Megatron’s body.

OPTIMUS Unfortunately, the only way to take Megatron would be to hurt the humans. We can worry about that later. What we must worry about now is what the Decepticons are planning with Shockwave.

Off Optimus' concerned stare: INT. BRIDGE - NEMESIS - NIGHT Also in flight. Starscream stands in the command center the same way Megatron was.

Brawl walks in, stands behind him.

BRAWL Shockwave’s state is greatly weakened, but the important thing is that his spark remained intact during that time.

STARSCREAM Can he be functional again?

BRAWL Well... none of us here have medical expertise, I can take a long time to restore him completely.

STARSCREAM So you better start.

BRAWL Of course.

Brawl turns to leave, but he stops for a moment.

131.

BRAWL (CONT’D) Are you really sure? Sure that there was nothing to do to save Master Megatron?

STARSCREAM As I said before, I did everything possible to get him out of the hands of those Autobots, but I sadly failed. Now I can only continue his legacy with the Decepticons under my command. (turns to Brawl) Send the message to Cybertron about what happened here, about the new leader of the Decepticons. And tell them... all hail Starscream.

CLOSE IN on Starscream's wicked and proud face, he is exactly where he always wanted.

CUT TO BLACK.

THE END