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The Transformers: The Movie Movie Script

Writer(s) : Ron Friedman

Genres : Action, Animation, Family, Sci-Fi

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                                                         FADE IN:

EXT. SPACE

A small planet glows in the light of its sun. Suddenly, we
hear a loud rumble, and see a thick, electronic mist behind
the planet... Then, the electronic mist begins to engulf the
planet, and we hear the horrible sounds of destruction.
Almost like somebody, or something, is eating it.

                                                   PUSH DOWN TO:

EXT. THE NEAR SIDE OF THE PLANET'S SURFACE

Strange robotic creatures scramble around the planet in a
wild panic. It looks like Pompeii must have looked as
Vesuvius erupted.

ANGLE ON ONE OF THE CREATURES - TRACKING

The creature is KRANIX. We will meet him later on in a very
different context, but for now, he is running from the ever-
growing mist that threatens to engulf him.

ANOTHER ANGLE - THE PANIC

As Kranix runs, another creature, ARBLUS, calls to him.

                       ARBLUS
             Transform and flee, Kranix! You must
             warn all you meet of the horror of
             Unicron! Suddenly, the pitiful creature
             is surrounded by the strange energy cloud
             and it looks like his body has
             simultaneously caught fire and been
             doused with acid.

                        KRANIX
             Arblus!   No!

ANGLE ON KRANIX

The mist threatens to engulf him too. He transforms into a
small rocket ship and...

TRACK WITH KRANIX AS...

He takes off. As we rise higher and higher in the atmosphere,
we see the horror wrought by the hideous and still mysterious
Unicron. The planet cracks like an egg and rivers of lava
leak out. The energy cloud surrounds it and... Dissolves
everything... ... And when the smoke clears, we get our
first look at Unicron. It is horrifying. A massive, metal orb
with a gaping maw and a field of electricity.

                                                    (CONTINUED)

                                                              2.
CONTINUED:

PAN FORWARD to SHOW that this hideous planet is on a direct
collision course with...

MOONS ORBITING CYBERTRON IN DEEP SPACE

There are TWO MECHANISTIC MOONS orbiting the huge planet
Cybertron. But we are most concerned with a small, greenish
metal one.

                    NARRATOR
          It is the year 2005. The treacherous
          Decepticons have conquered the Autobots'
          home planet of Cybertron. But from
          secret staging grounds on two of
          Cybertron's moons the valiant Autobots
          prepare to retake their homeland.

CLOSER ON GREEN MOON

At first, we see nothing unusual or suspicious. Then,
pulling closer, we see that the top of the moon is covered
with moon camouflage "netting" and underneath it is a huge
cache of futuristic weapons. This is the Autobot staging
ground for an assault on Cybertron. DOLLY THROUGH THE COMPLEX
until we arrive at a Command Center where several Autobots
peer into monitors, running constant surveillance on
Cybertron.

ANGLE ON IRONHIDE

He peers into a monitor. As he speaks, we see the monitor
PAN to an area where a huge Decepticon Symbol is emblazoned
on Cybertron.

                    IRONHIDE
          Every time I look into this thing, my
          circuits sizzle. I'm tired of this
          waiting game, Prime. When are we gonna
          start bustin' Deceptichops?

ANGLE ON OPTIMUS PRIME

He stands over a holographic map which shows various invasion
plans for Cybertron.

                    OPTIMUS PRIME
          We still don't have enough Energon cubes
          to power a full scale assault, Ironhide.

                    IRONHIDE
          Then let me make another run to Autobot
          City on Earth. I'll bring you back more
          cubes than you'll know what to do with.

                                                              3.



ANGLE ON PRIME

He solemnly hands down an order

                     PRIME
           Alright, ready the shuttle for launch.

ANGLE ON IRONHIDE

He raises a fist in a warwhoop!

                     IRONHIDE
           YAHOO!
               (looking into monitor)
           Your days are numbered now Decepticreeps.

A SMALL MOON "MOUNTAIN"

Ironhide transforms and Races toward a mountain, which stands
about a half mile from the secret Autobot facility.

                       OPTIMUS PRIME (V.O.)
           Jazz,    report security status.

COMMAND CENTER - ANGLE ON THE CONSOLES

                     JAZZ
           No sign of Decepticons in this sector,
           Prime.

                     PRIME
           What about Moon Base 2?

                     JAZZ
           Jazz to Moon Base 2.

PAN UP   and through the sky to -

                      ANOTHER MOON
           This is the second moon. It is much
           closer to Cybertron than the first one.
           This is where Bumblebee and Spike are
           stationed.

                     JAZZ (V.O.)
           Jazz to Moon Base 2.

ANGLE ON BUMBLEBEE AND SPIKE

They stand together a communication console. Spike is now
35 years old. Bumblebee looks as he has always looked, save
for a couple of funny bumper stickers on his tail: I (heart)
Cybertron. I (club) Decepticons.

                                                     (CONTINUED)

                                                                   4.
CONTINUED:


                        BUMBLEBEE
              Bumblebee and Spike here.

                        JAZZ (V.O.)
              We're about to send up the bird. Any
              Decepticon shenanigans in your sector?

                        BUMBLEBEE
              All clear, Jazz.
                  (pause)

                          SPIKE
              Hey,   Ironhide, tell my son, Daniel, I
              miss   him, and tell him I'll be coming
              home   as soon as we've kicked Megatron's
              tail   across the galaxy.

                                                              CUT TO:

INT. THE SHUTTLE

Ironhide and Prowl sit at the controls, running a series of
pre-launch tests.

                        IRONHIDE
              Will do, Spike.

ANGLE ON PRIME, CLIFFJUMPER, AND THE OTHERS

Standing at the Command Center, watching:

                        PRIME
              Commence countdown, Cliffjumper.

                        CLIFFJUMPER
              Five...Four...Three...Two...

THE   LUNAR    "MOUNTAIN"

Suddenly, smoke starts pouring out of the mountain.

                          CLIFFJUMPER
              One....

Then, the "mountain" which must be made of paper mache or
something blows away revealing -- The shuttle!

                          CLIFFJUMPER (V.O.) (CONT'D)
              Liftoff.

Suddenly, the shuttle rips out of the ground in a ball of
fire.


                                                          (CONTINUED)

                                                                5.
CONTINUED:

As it takes off, we realize this isn't any dinky shuttle, but
a massive ship, capable of carrying all the energon needed
to fight a war and an army to boot. The screen is bathed in
smoke and fire which slowly clears.

ANGLE ON PRIME

As he watches the shuttle shoot into the distance.

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

ANGLE BEHIND PRIME

We see a bank of computers. Suddenly, a small tape deck pops
open... a cassette pops out and transforms into...
...Laserbeak who flies away unseen.

                                                      DISSOLVE TO:

EXT. SPACE    - LATER

The shuttle    hurtles though a massive asteroid field.

                       PROWL (V.O.)
             Slow down, Ironhide. We want to get to
             Autobot city in one piece.

                                                           CUT TO:

INT. THE SHUTTLE

Ironhide is at the controls.

                        IRONHIDE
             If I can dodge Dececpticon rays, I can
             sure as shootin' dodge a couple of
             asteroids.

Suddenly, there is a terrible BANG! on the side of the ship,
and the two Autobots are thrown from their seats.

                       PROWL
             You were saying?

                       IRONHIDE (IRKED)
             That wasn't an asteroid. There is a blast
             of light and they turn to see...

                                                               6.



ANGLE ON THE SHIP

The most powerful laser light anybody has ever seen cuts a
gaping hole in the side of the ship... Then, when the light
clears, a panel of the ship falls in and we see -

MEGATRON!

In all his glory.

                      MEGATRON
            Die Autobots!

Then, he transforms to Gun Mode, spins into STARSCREAM'S arms
and Starscream fires.

                      BRAWN
            is cut in half by Megatron's blast.

                      ON PROWL
            as SCAVENGER MELTS HIM DOWN.

                      THE INSECTICONS
            ...eat away at the hole in the shuttle to
            make way for... ...an ARMY of other
            Decepticons including Laserbeak who
            enter, firing.

IRONHIDE AND RATCHET

While FIRING back are FUSED TOGETHER... ... then blasted
apart and fall in smoking, glowing fragments.

ON STARSCREAM AND MEGATRON

As they enter the now empty ship, a number of Decepticons
flood past them, taking positions and searching for other
living Autobots.

                      MEGATRON
            This was almost too easy, Starscream.

                       STARSCREAM
            Much easier, oh mighty Megatron, than
            attacking the real threat: the Autobots
            moon base.

                      MEGATRON
            You're an idiot, Starscream. Were we
            simply to wipe out that minuscule base,
            they could build another one.
                      (MORE)


                                                      (CONTINUED)

                                                              7.
CONTINUED:
                    MEGATRON (CONT'D)
          But when we slip by their security
          systems in their own ship and destroy
          Autobot city, the Autobots will be
          vanquished forever!

                    IRONHIDE
          Fat chance, Megatron!

Ironhide pulls himself up and grabs onto Megatron who flings
him against the wall.

                    MEGATRON
          Such heroic nonsense!

                                                    DISSOLVE TO:

EXT. EARTH - CLOSE SHOT- MINIATURE RADAR SCREEN

A child's hands hold a scanner device which tracks a
TRAVELING BLIP across a star map towards a pulsing dot which
represents the Earth.

                    DANIEL (V.O.)
          The Shuttle just zipped past checkpoint
          zeta.

                    ON DANIEL
          Daniel, a classic twelve year old
          American boy watches the portable viewer
          which is like an over-sized Boy Scout
          compass. WIDEN SHOT to show he is at an
          old fashioned "fishin' hole" on Earth -
          surrounded by weeping willows, assorted
          trees and shrubs, and that his fishing
          pole is stuck in the dirt, the line
          floating lazily out on the water.

                    DANIEL
          Let's watch Ironhide land it, Hot Rod! As
          Daniel runs to small skateboard-like
          device, hits a button, and watches, it
          transforms into a hoverboard and rides
          it, like a surfer up a steep, grassy
          hillside we change angle to feature...

                    HOT ROD
          an "adolescent" Autobot. He is in robot
          mode, sitting with his fishing rod held
          between two fingers, looking bored with
          it all.

                    HOT ROD (CONT'D)
          Talk about dull......!


                                                    (CONTINUED)

                                                            8.
CONTINUED:


Then, he tosses the rod into the water.

ON DANIEL RIDING HIS HOVERBOARD UP THE HILL

                    DANIEL
              (calling excitedly)
          Hurry or we'll miss it!

                    HOT ROD
          lopes up hill after Daniel.

                    HOT ROD (CONT'D)
          If you're gonna ride, Dan-O ...ride in
          style! Hot Rod catches up with Daniel,
          scoops him off his hoverboard, TRANSFORMS
          to automotive mode and RIDES OVER CREST
          OF HILL with Daniel in the front seat.

ANOTHER ANGLE - ON AUTOBOT CITY

FOLLOW Hot Rod up and over a roadway leading around the
perimeter of Autobot City which becomes visible the instant
Hot Rod clears the rim of a hill. As they travel, we SHOULD
also be getting a sense of what Autobot City is all about.
(DESIGN NOTE: Autobot City looks like a federal energy
project gone mad. Here, the Autobots are trying to exploit
every known means of getting energy. The mountain is covered
with solar panels, windmills spin in the valley, oil derricks
pump, and not far away a hydroelectric dam catches millions
of volts. Near all of these various things are energon
compressors, which turn the raw energy into energon cubes. IN
THE BACKGROUND of these scenes, we should see various panel
truck-type Autobots cruise up in auto mode to stacks of this
energon, convert to humanoid mode, load up their vans, then
convert to Auto mode again and drive the Energon into Autobot
City. In short, it should be clear that the purpose of
Autobot City is to harvest energy. All the while, Hot Rod and
Daniel are riding recklessly out from the Autobot City and up
into neighboring hills for an overview of the -

CIRCULAR LANDING AREA

which resides within the "bowl" created by the City structure
and natural surroundings.

                     DANIEL
          Hey!   Let me out.

                    HOT ROD
          Why settle for a peek when you can see
          everything from Lookout Mountain?



                                                   (CONTINUED)

                                                             9.
CONTINUED:


                    DANIEL
          But we're not supposed to go beyond City
          limits!

                    HOT ROD
          Chromo-Chicken!

ON KUP AND OTHER AUTOBOTS

KUP - a grizzled, "old Soldier" of an Autobot - is directing
the positioning of a large metal road barricade. Hot Rod
barrels through a sign which reads: "STOP -THIS AREA OFF
LIMITS", almost knocking Kup over in dust and wind

                    KUP
          disgustedly watches Hot Rod drive up the
          mountain.

                    KUP (CONT'D)
              (to sound like swearing)
          Cam bustin', turbo revvin' young punk.

                                                      CUT TO:

MOUNTAIN ABOVE AUTOBOT CITY- LOOKOUT POINT

Hot Rod arrives at a viewing platform carved in mountainside
and TRANSFORMS back to humanoid mode. Daniel rushes to a set
of PUBLIC VIEWING BINOCULARS and peers into them.

                    HOT ROD
          This is it! Now take a squint through
          those babies.

                    DANIEL
          Hot Rod, look! There's a hole in the
          shuttle!

                    HOT ROD
          What!?

DANIEL'S P.O.V - BINOCULAR MATTE - THE SHUTTLE

The hole Megatron blasted in order to get into the shuttle
mars the otherwise perfect exterior of the ship.

ANGLE ON DANIEL AND HOT ROD

Hot Rod looks up and a pair of futuristic binoculars pop out
of his eyes.

                                                            10.



HOT ROD'S POV - THE SHUTTLE

Hot Rod's vision, now, infinitely better than human vision,
spots something truly disturbing -- -- Starscream, and
several Constructicons inside the ship!

                    HOT ROD (O.S.)
          Decepticons!

ANGLE ON HOT ROD

Drawing his gun, he starts FIRING on the shuttle.

                    HOT ROD
          This is for Ironhide.    As so's this!

ANGLE ON THE SHUTTLE

Rays streak through the hole searing...

                    STARSCREAM
          He ducks away from the door.

                       STARSCREAM (CONT'D)
          I'm hit!

ANGLE ON MEGATRON

Standing behind a pair of Decepticons who pilot the shuttle,
he turns to see...

                    THE CONSTRUCTICONS
          Firing out of the hole.

                    MEGATRON
          He's furious.

                    MEGATRON (CONT'D)
          You imbecile, our cover is blown!

                    STARSCREAM
          It was your stupid strategy!

                                                        CUT TO:

ANGLE ON KUP, CONSTRUCTION CREW

Kup and the Autobot Construction Crew watch Hot Rod shooting
at the shuttle.

                    KUP
          What's that darn fool doing? Hound looks
          up and points.

                                                    (CONTINUED)

                                                            11.
CONTINUED:


                       HOUND
             Decepticons!

ANGLE ON THE SHUTTLE

Suddenly it cracks open, and Decepticons shoot out of the
wreckage like toys from a pinata.

CLOSE - MEGATRON

In mid-air

                       MEGATRON
                 (shouting to forces)
             Attack!
                 (he looks down and fires)

HOT ROD AND DANIEL

Hot Rod pulls Daniel back as Megatron's BLAST SHEARS OFF the
VIEWING PLATFORM which crumbles and falls down the steep
mountain!

                        HOT ROD
             Hang on!

Putting Daniel under one arm, he pivots and kicks up at...
...Hook and Scavenger who are descending on him in humanoid
mode... ...causing them both to crash against the
mountainside which starts a... ...landslide which Hot Rod
"rides" down the slope, pursued by... ... Decepticon FIRE.

                       HOT ROD
                 (SHOUTING)
             WHoooooooaaah

ANGLE ON BOTTOM OF MOUNTAIN SLOPE - BLITZWING

Blitzwing flies down in jet mode, transforms to robot mode,
looks up at the "slide riding" Hot Rod and Daniel, transforms
to tank mode and takes aim.

                       BLITZWING
                 (amused)
             Come on down, Autobrat!

ON HOT ROD AND DANIEL

as Hot Rod tumbles, he covers Daniel with his arms and tries
unsuccessfully to slow his fall.

                       HOT ROD
             Yiiiiiiiiii!

                                                 (CONTINUED)

                                                           12.
CONTINUED:


                    ON BLITZWING
          about to fire, when...

...Kup's arm descends into SHOT, spinning Blitzwing's turret
around. Blitzwing's blast, scorches...

                    SHRAPNEL
          who is flying nearby.

                    BLITZWING
          transforms to robot mode and turns as...
          Kup comes flying, feet first, into
          Blitzwing knocking him off the mountain
          ledge.

FOLLOW Kup as he lands in front of Hot Rod, who is just
coming to a stop at the bottom with Daniel.

                    HOT ROD
          Not bad for an old timer!

                    KUP
              (gruffly)
          Old timer?! That's something you'll
          never be if you don't get back to the
          city. You know what we used to do with
          cocky, insubordinate upstarts?

                    HOT ROD
              (interrupting)
          Save it.

                    STARSCREAM
          transforming into jet mode, fires on them
          with laser bursts which...

... chew up the ground beside them.

HOT ROD AND KUP

with Daniel race toward Autobot City, transforming into
vehicle mode as shots gouge the terrain around them.

                                                       CUT TO:

PERCEPTOR IN MICROSCOPE MODE ON "BATTLEMENT" OF AUTOBOT CITY

he watches...

PERCEPTOR'S POV - THE DECEPTICON ATTACK

Megatron, Insecticons, Constructicons, and other Decepticon
forces attack the city from the sky and ground.

                                                   (CONTINUED)

                                                             13.
CONTINUED:


                    PERCEPTOR
          transforms to humanoid and runs
          toward...... ... Three new Autobots,
          ARCEE, a lovely female Autobot of about
          Hot Rod's age, SPRINGER, a very muscular
          and bantering "Indiana Jones" type
          Autobot and ULTRA MAGNUS, the large and
          soldierly City Commander.

                    PERCEPTOR
          Ultra Magnus.....a cursory evaluation of
          Decepticon capability indicates a
          distinct tactical deficit!

                    ULTRA MAGNUS
          In other words, Perceptor...

                    SPRINGER
              (translating)
          We're outnumbered!

He turns and FIRES from his hip.

DIRGE IN JET MODE

Zooms in to strafe as...

SPRINGER'S BLAST...

...Explodes on his wing tip.

SPRINGER, ULTRA MAGNUS AND OTHERS

as Decepticon BOMBS AND LASER FIRE pour in on the City.

                    ULTRA MAGNUS
          Springer, Arcee, transform Autobot City!

HIGH ANGLE - LOOKING DOWN ON COURTYARD - TRACKING SPRINGER
AND ARCEE

                    STARSCREAM (V.O.)
          Pathetic fools!

                    STARSCREAM
          TRANSFORMS and hovers in robot mode,
          firing all around them as they...

..dive for the switch and pull it down.




                                                 (CONTINUED)

                                                             14.
CONTINUED:


                    STARSCREAM
          There's no escape...Uuuuh! Just then, the
          floor of the courtyard STARTS
          TRANSFORMING - - the center line of the
          floor snaps shut like the halves of a
          gigantic steel shelled clam, trapping
          Starscream's foot.

                       STARSCREAM
          Agggggggh!     My foot!

ANGLE ON SPRINGER AND ARCEE

as they make it through an archway which TRANSFORMS INTO A
STEEL SHIELD as they run through

ON STARSCREAM - HIS FOOT STILL CAUGHT IN "CLAM" OF COURTYARD

He struggles to get free before he is crunched by the still
transforming city. In the nick of time, he shoots a "shoe
horn" like projection from his wrist and pulls his boot
free, then... ...dodges away. ... The "clam" shape RETRACTS
COMPLETELY and more armored shielding SLIDES INTO PLACE TO
COVER where the Courtyard was. He winces in mid-air and flies
away as the city continues to transform to a fortress below.

                                                       CUT TO:

ANOTHER ANGLE - THE TRANSFORMING CITY

The towers and buildings of the city, picot and retract.. ...
withdrawing like periscopes, turning and vanishing into
steel shield coverings.

                    ON MEGATRON
          as he FLIES OVER SCENE, BLASTING this way
          and that, shouting

                    MEGATRON
          Breach their defenses!

                    ON INSECTICONS
          who are trailing Megatron, attack the
          fast CLOSING CITY, trying to GNAW AND
          DEVOUR their way through the PORTS and
          BRIDGES leading inside.

                    KICKBACK
              (Chewing on jamb of doorway
               near bridge)
          Delicious, eh Shrapnel?



                                                   (CONTINUED)

                                                                15.
CONTINUED:


                        SHRAPNEL
                 (CHEWING on draw-bridge to
                  City)
             A little heavy on the electrons.
             Electrons.

                                                         ZOOM UP TO:

KUP, HOT ROD AND DANIEL

as Kup and Hot Rod are racing down mountain toward the
transforming city's drawbridge.

                       KUP (V.O.)
             The Insecticons are in our way.

                        HOT ROD (V.O.)
             Wrong!   They're our way in!   Yaaaaaaay-
             hah!

                       ANOTHER ANGLE
             Hot Rod speeds up, passes Kup and... ...
             rides up and over Kickback's back, using
             it like a stunt driver's ramp to...

... hurtle across the open space between Kickback and the
doorway into the city.

                       ON SHRAPNEL
             As Shrapnel looks up and reacts... ...Kup
             hurtles up and over Kickback's back just
             as Kickback is starting to rise to see
             what knocked him face down onto the
             bridge in the first place. ... Kup goes
             SAILING OT OVER OPEN SPACE between
             Kickback's back and the doorway into the
             city- -clobbering Shrapnel, who is in the
             way and landing on the city doorstep,
             driving in as...

                       THE DOORWAY
             transforms, shutting down with metal
             shields with a "clank" sound as Kickback
             and Shrapnel both leap at is to... ...
             bite Kup and Hot Rod and instead BREAK
             THEIR TEETH on steel door, falling face
             down with a grunt as LAST BITS OF CITY

TRANSFORM.

                                                            CUT TO:

                                                            16.



INT. CITY SIDE OF DRAWBRIDGE

as Kup and Hot Rod roll in and TRANSFORM where Ultra Magnus
is waiting for them with Perceptor.   Other Autobots are
moving into battle stations in the b.g. and ALARMS SOUND.
Daniel looks on in awe.

                    ULTRA MAGNUS
              (sternly)
          You can explain your security violation
          later, Hot Rod! Now, man your battle
          station.

                    HOT ROD
          I don't have to explain my so called
          violation to you or anyone...

                    KUP
              (tugs him along roughly)
          He said "later!"

Kup moves OFF with Hot Rod and Daniel.

                                                        CUT TO:

BLASTER ON FORTIFIED " CROWS NEST" LOOKOUT TOWER

The "Crows Nest" has windows all around and Blaster's seat
rotates so he can watch action and broadcast battle reports
like a Top 40 Deejay. Perceptor climbs up ladder into "Crows
Nest" from lower level. As Blaster speaks, we see Decepticons
FIRING at the windows of the Crows Nest but the bursts
explode harmlessly against the glass

                    BLASTER
          Lookout and shout! Yow! Explosions rock
          the Crows Nest. Blaster swivels around
          and tilts to see...

BLASTER'S POV -   INSECTICONS

Chewing on armor plating at the lower edge of the fortified,
transformed city.

                    BLASTER
          activates turret type LASER CANNON

                    BLASTER
          Gonna lay some slugs on those overweight
          bugs!
              (FIRES Laser Cannon)



                                                    (CONTINUED)

                                                            17.
CONTINUED:


                    CANNON SWIVELS
          LASER BLAST cooks out and we FOLLOW IT
          OFF SCREEN to...

                    THE INSECTICONS
          as a Laser BLAST hurls Bombshell up and
          out of sight and causes Shrapnel and
          Kickback to get sucked into the vacuum.

                    BLASTER
          Perceptor joins him.

                    BLASTER
              (joyful at his direct hit)
          I'm talkin' hits here, Autobuddies! Hits
          with a capital "aitch" like in Hard,
          Heavy and...
              (sees Perceptor)
          Hey, Perceptor, what's shakin' other than
          this fortress?

BLASTS of enemy fire continue to rock the crows nest as
Perceptor answers

                    PERCEPTOR
          Blaster, Ultra Magnus sends orders to
          contact Optimus Prime for reinforcements.

                    BLASTER
          Alright! Cover your receptors,
          Perceptor! Blaster transforms to ghetto
          blaster mode and broadcasts VISIBLE
          waves...

                    THE WAVES
          rise and expand into space

                    BLASTER
          Optimus Prime... Do you read me? The
          Decepticons are blitzing Autobot City.
          We're really takin' a pounding. Don't
          know how much longer we can hold out.

ON WAVES SPREADING THROUGH SPACE

                                                        CUT TO:

MEGATRON LEADING ASSAULT ON TRANSFORMED AUTOBOT CITY

He is FIRING at ARMORED DOOR, trying to melt through when he
reacts to SOUND of Blaster's broadcast for help, stops, and
looks up at CROWS NEST.


                                                    (CONTINUED)

                                                            18.
CONTINUED:


                       MEGATRON
          Soundwave!     Jam that transmission.

                    ON SOUNDWAVE
          SOUNDWAVE moves forward and starts
          heaving CASSETTES upwards toward
          Blaster's Crows Nest position.

                    SOUNDWAVE
          Rumble! Frenzy! Ravage! Ratbat! Eject!
          Operation: interference.

                    ON CASSETTES
          as they transform and attack the crows
          nest.

                    ON RUMBLE
          as he starts PILE DRIVER MOTION on Crows
          Nest windows

                    RUMBLE
          First we crack the shell.    Then we crack
          the nuts inside.

INSIDE CROWS NEST

as Blaster and Perceptor see Rumble and others and react.
Blaster stops broadcasting.

                    BLASTER
          We got Cassette Critters knockin' on the
          window!

                    ON RUMBLE
          as he CRACKS THROUGH GLASS and he and
          others swarm in and attack Perceptor who
          tries to beat them away

                    PERCEPTOR
          Run, Blaster! Save yourself!

                    BLASTER
          No way. Two can play!

                    ON BLASTER
          as he spews out CASSETTES which TRANSFORM
          into CUBBIE, a lion, STRIPES, a tiger,
          STINGER, a scorpion and BOLTS, a small,
          tough robot.

                       BLASTER
          Sic 'em!


                                                   (CONTINUED)

                                                             19.
CONTINUED:


                    ON RUMBLE
          as Cubbie takes him down by the foot,
          turning him over and over

                    ON STRIPES
          as he SNAPS at Ratbat who screams and
          darts, trying to escape as we move to

STINGER AND BOLTS

as Bolts swats Frenzy into Stinger who JABS Stinger into
Frenzy making him yowl and run.

PERCEPTOR AND BLASTER

As they fight Decepticons.

                    PERCEPTOR
          You think you got through to Prime?

                    BLASTER
          Let's hope so! Cause if I didn't we're
          gonna look like burnt out toaster ovens!

                                                       CUT TO:

LONG SHOT -AUTOBOT CITY BESIEGED

The city shows gaps, dents, smoking holes and Decepticons
continue to pump fire into it and get back sporadic return
fire from inside as... ... Megatron moves INTO SHOT and fills
THE SCREEN

                    MEGATRON
          Constructicons merge for the kill!

IN "PILLBOX" LIKE   GUN EMPLACEMENT IN CITY'S ARMORED WALL

Where Springer and Arcee clear the twisted remains of Autobot
defenders away from a CATAPULT LIKE TORPEDO LAUNCHER.

POV - THROUGH LAUNCHER PORT

we see the mountain where the Decepticons are getting ready
for the final charge.

                    SPRINGER
          Great! Megatron's making his big push and
          we can't even push...
              (struggling to turn Catapult
               around to re-aim it)
          ...back!


                                                  (CONTINUED)

                                                             20.
CONTINUED:


Arcee starts to push beside him.

THE HUGE CATAPULT

moves slowly as we CHANGE ANGLE and Kup, Hot Rod and Daniel
ENTER SHOT.

                    KUP
          Keep at it, Springer, lad! Help's at
          hand!
              (to Hot Rod)
          Together now!

Hot Rod joins the others in pushing the huge Catapult into
firing position.

                    DANIEL
          also leans against it, his small legs
          churning.

                    THE CATAPULT
          starts moving easily now.

ON ARCEE BESIDE HOT ROD

Pushing on the busted catapult.

                    ARCEE
              (pushing, manages to speak to
               Hot Rod. She likes him but
               doesn't want to go too far)
          I was afraid you'd be trapped outside the
          city walls.

                    HOT ROD
              (likes her, too, but tries to
               be cool and collected)
          Hey, I wasn't worried for a micro-second,
          Arcee!

                    ARCEE
              (enjoying letting him have it)
          Then you probably didn't understand the
          situation. Before Hot Rod can react, Kup
          steps back from repositioned Catapult

                    KUP
          That did it!

DANIEL AT LAUNCHER PORT (Opening in "pillbox" through which
the Catapult will fire)



                                                  (CONTINUED)

                                                             21.
CONTINUED:


                    DANIEL
          Kup, Hot Rod! Look!
              (he points)

THEIR P.O.V. - THE CONSTRUCTICONS

as they start linking themselves together into enormous

DEVASTATOR.

                    KUP (V.O.)
          Devastator!

                    ON DEVASTATOR
          as he rises up and starts FIRING,
          HAMMERING, TEARING AWAY at metal shields
          which create armored walls of the
          transformed City.

WIDEN SHOT TO INCLUDE MEGATRON, STARSCREAM, DIRGE, ET, AL.

as they line up behind Devastator, FIRING INTO THE CITY,
ready to follow Devastator inside when he has torn the "roof"
off.

ON SPRINGER, ARCEE, HOT ROD, KUP AT CATAPULT

as Springer LOADS TORPEDOES ONTO CATAPULT LIKE SLING

                    SPRINGER
          I got better things to do today than die.
              (he FIRES Catapult)

ANGLE ON CATAPULT

as it HURLS FLAMING TORPEDO BOMBS one after the other out the
launch port and we FOLLOW THEM TO MEGATRON AND OTHER
DECEPTICONS waiting for Devastator to open the way as a
succession of torpedo-bombs explode, knocking them aside,
some of the Torpedo-Bombs strike...

                    DEVASTATOR
          and explode harmlessly as Devastator
          continues to grunt and tear off armored
          layers of the city. He grabs Hot Rod and
          Kup and starts to crush them.

                     ARCEE
          Hot Rod!

                                                       CUT TO:

                                                               22.



EXT. THE EDGE OF THE EARTH'S ATMOSPHERE

as Optimus Prime's Space Shuttle hurtles in.

INSIDE THE SPACE SHUTTLE - OPTIMUS PRIME WITH DINOBOTS

                      OPTIMUS PRIME
          Dinobots.    Destroy Devastator!

                    GRIMLOCK
          Uhhhh! Me Grimlock love challenge!
          Dinobots, transform!

                     DINOBOTS
          transform into humanoid mode, and, with
          Grimlock at the front... ...fly out of
          the shuttle in wedge formation, blasting
          in unison.

                    FOLLOW DINOBOTS
          In as they transform again and, in dino
          mode, swoop over to Devastator...

                    DEVASTATOR
          Roars towards the Dinobots.

                    THEIR BATTLE
          shakes the Earth...

...buckling City walls, menacing the Autobots inside.    Hot
Rod and Kup are released during the struggle.

ANGLE ON THE DINOBOTS

As they try to destroy Devastator... ... Their strength is
more than matched and soon they are overwhelmed by him.

                                                         CUT TO:

EXT. THE BATTLEFIELD - MOMENTS LATER

Prime stands outside the dented shuttle with Sunstreaker and
Hound. As he talks he shoots at a swarm of Decepticons who
battle their way towards him.

                    PRIME
          Megatron must be stopped.
              (pause)

                                                          23.



PRIME'S POV - MEGATRON

The Decepticon leader stands a hundred yards away, vanishing
and reappearing with the shifting waves of Generic
Decepticons that charge back and forth.

                    PRIME (V.O.)
          No matter the cost.

PRIME'S CHARGE:     A SERIES OF SHOTS

PRIME'S CHARGE - HEROIC BATTLE THEME SONG

Optimus Prime leader and hero of the Autobots charges into
certain doom. As he battles his way through the Decepticons,
we HEAR an inspiring anthem of courage, strength and triumph,
like "Eye of the Tiger". This theme will reprise during the
film when the Autobots are battling at impossible odds. He
charges headlong into the Decepticon forces which separate
him from Megatron. Decepticons fire on him, but he takes
the shots, and... Spinning and whirling like the Sundance
Kid, he takes a lot out. Then, Decepticons attempt to block
his charge and Prime... ... Like a powerback, transforms to
Truck Mode and barrels into them, sending Decepticons flying
around like shards of glass hit by a .45. ... finally, he
is engulfed by an incoming swarm, and it looks like his
attack is foiled.

                    MEGATRON
          as he commands his troops.

                    MEGATRON
          Their defenses are broken.    Let the
          slaughter begin.

Then he turns and sees...

                    MEGATRON
          Prime!?

                    PRIME
          smashing through a wall of lesser
          Decepticons.

                    PRIME
          One shall stand, one shall fall.

CLOSE ON MEGATRON

his eyes blazing with hatred.

                    MEGATRON
          Why throw away your life so recklessly?

                                                            24.



ON OPTIMUS PRIME

Dirge takes a sneaky leap at him... Optimus stiffarms him
with a shuddering clank... ...then turns him upside down with
one hand and... ...drives him headfirst into the rocky
ground, letting him crumple and fall.

                    OPTIMUS PRIME
          That's a question you should ask
          yourself.

                    MEGATRON
          hurls himself at Optimus Prime... ....
          both tumble into the walls of the City...
          ...denting the walls and causing the
          electronic panels inside to short
          circuit, surrounding them with a fiery
          nimbus of crackling electrical energy.

Ultra Magnus in car carrier mode barrels out of city carrying
several Autobots. He and the others transform into robot
mode and fire lasers at the Decepticons.

INTERCUT TO HOT ROD, KUP, DANIEL, ARCEE, BLASTER, PERCEPTOR,

fighting their way to the battle of the titans.

                    HOT ROD
          We've got to save Prime! Punching...

                     KUP
          That's his fight, lad!   Stay away.
          Shooting..

...And charging.

ANGLE ON OPTIMUS AND MEGATRON

Megatron attempts to kick Prime in the throat... ...Prime
catches his foot, twists it... ... and hurls Megatron
backwards into a metal pile.

                    MEGATRON
          grabs a jagged, spearlike piece of steel
          and hurls it at

                    PRIME
          The steel "spear" pierces his side and
          sticks in him as... ... he charges
          Megatron, ...dodging shots from
          Megatron's gun to... ...deliver a huge
          UPPERCUT which... ...lifts Megatron into
          the air so high that... ...
                    (MORE)
                                                 (CONTINUED)

                                                             25.
CONTINUED:
                    PRIME (CONT'D)
          his head butts sharply against
          overhanging concrete balcony, mashing him
          down...

                    MEGATRON
          lands and stealthily slips a laser dagger
          from his boot, turning and slashing at...

                    PRIME
          as he comes for him, tearing... ...a gash
          across Prime's midsection, which spews
          smoke and sparks and...

... dropping Prime to one knee.

                    MEGATRON
              (gloating)
          Farewell, Prime!

As Megatron hurls the laser dagger as we CHANGE ANGLE to -

                    OPTIMUS PRIME
          as he lifts chunks of broken concrete and
          catches the laser dagger on it, tossing
          it aside as he lunges at-

                    MEGATRON
          who claws his fingers and digs them into
          Prime's eyes

                    MEGATRON
          I'll rip out your optics! Optimus grabs
          Megatron's clawed hand in one of his
          hands, twists it in see-sawing test of
          strength which... Optimus wins in a judo
          toss which sends Megatron - - skidding
          face first through steel rubble, in a
          shower of sparks until he crashes into
          the side of the city.

ANGLE ON HOT ROD

He dispatches a Decepticon and turns to Prime.

                    HOT ROD
          That's showing him, Optimus!

                    KUP
          knocks two Decepticons on their tails and
          turns.

                    KUP
          Finish him off, Prime!   Do it now!


                                                 (CONTINUED)

                                                            26.
CONTINUED:


                       ON MEGATRON
             as he spots a gun on the ground ahead of
             him

                       MEGATRON
             No more, Optimus Prime!    Grant me mercy,
             I beg of you!

ANOTHER ANGLE FEATURING OPTIMUS PRIME AND HOT ROD

as Optimus Prime warily moves out to look down at the
cowering Megatron, keeping him in his gun sights.

                       OPTIMUS PRIME
             You who are without mercy now plead for
             it. I thought you were made of sterner
             stuff, Megatron!

ON HOT ROD

as he sees Megatron go for the gun and leaps out to grapple
with him

                       PRIME
             Out of the way, Hot Rod.

MEGATRON AND HOT ROD

as Hot Rod grabs for the Blaster - - Megatron quickly gets
Hot Rod in a headlock and using Hot Rod as a shield, gets the
gun and...

BLASTS PRIME IN THE WOUND HE'D MADE WITH HIS LASER DAGGER

ON OPTIMUS PRIME

his midsection now glowing and smoking, a huge hole where the
Blaster has struck.

                       ON MEGATRON
             firing blaster again and again

                        MEGATRON
             Fall!   Fall!

Megatron tosses Hot Rod aside like a rag doll and stands
above the dying Prime.

                       MEGATRON
             I would have waited an eternity for this.
             Crawl, slave! On your knees!

                                                             27.



ON OPTIMUS PRIME

as he gathers his remaining strength and smashes Megatron
with both fists clasped together.

                    OPTIMUS PRIME
              (gasping painfully)
          Never!

He bashes in Megatron's torso casing, fracturing the sides
which split, spilling wires, fuses, lights, circuitry.
Megatron falls! Prime falls to his knees, tries to rise,
collapses to his side and falls slowly back. HOT ROD runs
over to him.

                      HOT ROD
          Optimus!    Forgive me!

ANOTHER ANGLE- MEGATRON

Starscream and other Decepticons stand over the smoking body.

                    STARSCREAM
              (sarcastic, filled with false
               sympathy)
          How do you feel, Mighty Megatron?
              (he kicks Megatron)

                    MEGATRON
              (weakly clutching at
               Starscream's hand, gasping)
          Enshrine me!

                     STARSCREAM
              (drops Megatron's hand coldly,
                calls to other Decepticons)
          Take this scrap to Cybertron!
          Astrotrain, transform and get us out of
          here!

ANOTHER ANGLE- ASTROTRAIN

as he MOVES ONTO SCENE in Humanoid mode, showing battle burns
and scars. Then, he converts to train mode, and rolls through
a crowd of generic Decepticons, crushing many under his
wheels, as he makes his way towards Starscream.

ANGLE ON THE EXODUS

Ramjet, Thrust, Dirge, the Constructicons, Soundwave and his
cassettes, et.al. run towards Astrotrain.

                                                             28.



ANGLE ON KUP AND ARCEE

They fight for a moment, then they notice their attackers are
beating feet...

                    ARCEE
          The Decepticons are retreating.

                    KUP
          Prime did it. He turned the tide! He
          shoots (O.S.) into...

A CROWD OF DECEPTICONS

Who fight each other for a place on the shuttle.

ANGLE ON STARSCREAM

dragging Megatron by one leg, callously disregarding the way
Megatron's head and upper body BUMP AND GET KNOCKED from
dragging.

                    THE AUTOBOTS
          fire after them, closing ranks on the
          shuttle, and pouring shots into the
          melee.

ANGLE ON ASTROTRAIN

Decepticons make way for Starscream as he tosses the nearly
lifeless Megatron into the shuttle and gets in. Then,
standing at the door, he kicks other Decepticons away.

                    STARSCREAM
          Astrotrain, take off.

ANGLE ON ASTROTRAIN

The shuttle takes off, leaving a number of generic
Decepticons behind, who immediately raise their hands upon
realizing that they are surrounded by Autobots.

                                                   DISSOLVE TO:

                    OPTIMUS PRIME
          as he lies on an improvised bier-like
          platform, a profusion of electricity
          discharging tubes and "plasma" bottle
          devices hooked up to his arms and into
          his gaping middle wound.




                                                   (CONTINUED)

                                                            29.
CONTINUED:


                    SCANNERS
          emit bleeps and show oscilloscopic
          patterns but sounds and wave patterns are
          steadily growing weaker and weaker.

                    PERCEPTOR
          is bent over Prime, in microscope mode,
          examining him... He then transforms and
          straightens up, his voice strained and
          cracking with emotion.

                    PERCEPTOR
          I fear the wounds are...
              (he can't finish what he's
               going to say)
          INTERCUT TO HOT ROD, KUP, ARCEE, DANIEL
          AND OTHER AUTOBOTS as they react.

                    OPTIMUS PRIME
              (using remaining strength to
               makes himself heard)
          Autobots...do not grieve... Soon, I shall
          be one with the matrix.

                    HOT ROD
              (a flash of hope)
          Prime!
              (looks off at Prime)

HIS P.O.V. - OPTIMUS PRIME

His head is turned so all assembled can see. His eyes flicker
weakly, his voice RUMBLES with overtone of vast weariness and
resignation

                     OPTIMUS PRIME
              (reaches up with right hand
               with great effort)
          Ultra Magnus! It is to you, old friend,
          I shall pass the matrix as it was passed
          to me ....

ANOTHER ANGLE FEATURING ULTRA MAGNUS

as he steps forward unwillingly, mixed grief and surprise on
his face

                    MAGNUS
          Prime, I'm just a soldier.   I'm not
          worthy.




                                                    (CONTINUED)

                                                          30.
CONTINUED:


                    OPTIMUS PRIME
              (gasping)
          Nor was I, but one day, an Autobot shall
          rise from our ranks and use the powers of
          the Matrix to light our darkest hour.

TIGHT SHOT - ULTRA MAGNUS AND OPTIMUS PRIME

Optimus Prime is tilted into half sitting position by other
Autobots manipulating the platform as Ultra Magnus grasps his
hand with great emotion

                    OPTIMUS PRIME
              (voice failing, pressing on
               with it)
          Until that day...

Until all are one... Continue the struggle... (sags, gasps,
hanging on) Transfer the Matrix of Leadership.

TIGHTEN SHOT ON ULTRA MAGNUS AND OPTIMUS PRIME

A distraught Ultra Magnus nods, reaches out with free hand
and points his forefinger at Optimus Prime's chest. Then,
pressing a button on Prime's chest, a small, secret doorway
opens, and we see something extremely bright glowing in
there. Ultra Magnus, nearly blinded by the intense light,
reaches in, and lifts out --

THE AUTOBOT LEADERSHIP MATRIX,

-- and holds it for a moment in his hand.

ANGLE ON ALL

The bright light, which emanates from the perfect crystal,
seems to blind everybody and washes all color out of the
shot. Then, slowly, Ultra Magnus moves it into his own chest,
closes the door, and the light is gone, save for a momentary,
and extremely powerful glow from his eyes.

ON KUP, HOT ROD, ARCEE AND PERCEPTOR

They are all full of great sorrow.

ON PRIME - HE DIES

All of his lights go out, including his eyes.

                                                 DISSOLVE TO:

                                                          31.



UNICRON

Rotating satellite dishes on the surface spark with
electricity. Dissolve inside Unicron to reveal scenes of
Prime's death and the passing of the Matrix to Ultra Magnus
playing on various monitors. Some of the scenes are in slow
motion, others are sped up. The effect should be eerie.

                                                      CUT TO:

EXT. ASTROTRAIN

As it whizzes through the Solar System.

                    ASTROTRAIN
          Jettison some weight, or I'll never make
          it to Cybertron.

INT. ASTROTRAIN

The ship is packed with living, dead and wounded Decepticons.
Starscream addresses them like an Athenian Orator.

                    STARSCREAM
          Fellow Decepticons, Astrotrain has
          requested that we lighten our burden!

ANGLE ON BONECRUSHER

                    BONECRUSHER
          In that case, I say it's survival of the
          fittest.

                    STARSCREAM
          So I hear a second on that?

ASSORTED SHOTS

                       HEALTHY DECEPTICONS
          Aye!

                    STARSCREAM
          And against?

NOT HEALTHY DECEPTICONS (WEAKLY)

NAY!

                    STARSCREAM
          The ayes' have it!

A robotic hand flips a switch, and chaos ensues. Strong
Decepticons start heave-hoing the weaker ones out into space.

                                                             32.



DECEPTICONS

                       (AD LIB)
          Beat it!     Spare me!

ANGLE ON STARSCREAM AND MEGATRON

Starscream picks him up and holds him up by the door.

                    STARSCREAM
              (sarcastic)
          Oh, how it grieves me to do this.

                    MEGATRON
          Wait, I still function!

Starscream kicks him out.

                       STARSCREAM
          Wanna bet?

MEGATRON IN SPACE - TRACKING

He shakes his fist.

INT. THE SHIP

The last of the weak Decepticons is tossed, and the others
dust off their hands.

                    STARSCREAM
          Well, as Megatron has, how shall we say -
          departed. I nominate myself as the new
          leader.

ON THE CONSTRUCTICONS

                    SCRAPPER
          The Constructicons form Devastator, the
          most powerful robot. We should rule.

                    SOUNDWAVE
          Constructicons inferior.   Soundwave
          superior.

                    BONECRUSHER
          Who are you calling inferior.

                    HOOK
          Nobody would follow an uncharismatic bore
          like you.



                                                    (CONTINUED)

                                                             33.
CONTINUED:


The five cassettes: BUZZSAW, FRENZY, RUMBLE, RAVAGE AND
LASERBEAK pop from his chest transform, and prepare to
attack.

                    RUMBLE
          Hey, nobody calls Soundwave uncrazmatic.

                       FRENZY
          Yeah!     Let's kick tailgate.

                    THE CONSTRUCTICONS
          try to form Devastator, but...

                    HOOK
          Constructicons, unite!

RUMBLE AND FRENZY

quake the ship so hard with their pile-driver arms that, with
the help of Laserbeak, Buzzsaw and Ravage, they keep knocking
the Constructicons off.

                       RUMBLE/FRENZY
          No way!

Over the battle.

                    BLITZWING
          I am a triple changer. I am worth any
          two of you. I should run things.

DIRGE

                    DIRGE
          Death comes to anyone who crosses me. He
          attacks Blitzwing.

EXT. ASTROTRAIN - SAME TIME

He is flying a very wobbly course past Pluto...

                    ASTROTRAIN
          Stop squabbling or we're gonna crash.

                                                  DISSOLVE TO:

EXT. SPACE - LATER

Megatron and the other dented, dinged and dead Decepticon
bodies float through space. we follow the wailing Megatron
and the others down to:

                                                            34.



THE SURFACE OF UNICRON

littering the otherwise beautiful technological expanse.

                    UNICRON
          Welcome, Megatron.

                    MEGATRON
              (looking around)
          Who said that?

                    UNICRON
          I am Unicron.

                    MEGATRON
          Show yourself!

                    UNICRON
          I have summoned you here for a purpose.

                    MEGATRON
          Nobody summons Megatron!

                    UNICRON
          Then it pleases me to be the first.

                    MEGATRON
          State your business.

                     UNICRON
          Bring me the Autobot Matrix. It is the
          one thing - the only thing that can stand
          in my way.

                    MEGATRON
          You have nothing to fear. I have already
          crushed Optimus Prime with my bare hands.

                    UNICRON
          You exaggerate.

                    MEGATRON
          The point is, he is dead!   And the Matrix
          died with him.

                   UNICRON
          No. It has been passed to their new
          leader. Get it for me.

                    MEGATRON
          Why should I? What's in it for me?



                                                    (CONTINUED)

                                                           35.
CONTINUED:


                    UNICRON
          Your bargaining posture is highly
          dubious, but very well, I will provide
          you with a new body, and new troops to
          command.

                    MEGATRON
          And...

                    UNICRON
          And nothing.

You belong to me now.

                    MEGATRON
          I belong to nobody.

                    UNICRON
          Perhaps I misjudged you. Proceed on your
          way to oblivion. The Mist appears and
          starts to dissolve Megatron.

                    MEGATRON
              (pleading)
          No, no. I accept your terms.   I accept!

                    UNICRON
          Excellent! Behold - Galvatron! X-ray
          images: wiring, circuitry, etc. flash on
          and off as a new and larger being starts
          to form, changing from dented Megatron to
          a huge, new creation: Galvatron.

THE TRANSFORMATION - CREATION

ends in a blinding flash and Galvatron - who still resembles
Megatron - laughs and flexes his muscles and stretches. His
voice is deeper, different from Megatron's

                    GALVATRON
          Long live Galvatron!

                    UNICRON
          And these shall be your minions...

ANGLE ON OTHER DECEPTICONS

Their bodies are turned from battered Decepticons to...




                                                   (CONTINUED)

                                                              36.
CONTINUED:


                    SCOURGE
          SCOURGE (Sweep character) is bearded,
          fanged and ferocious looking and as soon
          as he has been CREATED, he roars and
          stretches and an ARRAY OF SIMILAR
          CREATURES - smaller and all wearing dark
          and matching uniforms - are INSTANTLY
          CREATED FROM OTHERS behind him

                    UNICRON
          Scourge, the tracker....and his
          huntsmen...the Sweeps....

ON CYCLONUS   (NEW DECEPTICON WITH PLANE TRANSFORM ABILITY)

CYCLONUS is CREATED and then his "armada" of similar, but
smaller and similarly colored and clad creatures are formed.

                    UNICRON
          Cyclonus, the warrior...and his
          armada.....

ANGLE FEATURING GALVATRON

                    GALVATRON
          To Cybertron!

He roars with a mad power-rush, gets into Cyclonus (who will
be his personal ship) and leading the armada, takes off for
the distant stars.

                    UNICRON
              (loudly proclaiming over the
               scene)
          Bring me the Autobot matrix! DURING
          UNICRON'S COMMAND we CHANGE ANGLE TO SHOW

LONG SHOT OF UNICRON

as Galvatron and his newly created force FLY UP AND AWAY with
great speed.

                    GALVATRON
          I will rip open Autobot after Autobot
          until it is yours, Unicron.

                                                       CUT TO:

THE DECEPTICON HALL OF HEROES - STARSCREAM

This is the closest thing the Decepticons have to a throne
room. It is a massive, circular room with tombs of old
leaders, and a raised area where Starscream stands.

                                                          37.



STARSCREAM AND OTHERS

The Decepticon plane looks slightly ridiculous with cloak on
his shoulders and Thrust and Ramjet at his side, weapons held
high, but ready for action should anybody question
Starscream's rule. In front of him stands Astrotrain holding
a huge Metallic CROWN over his head.

                    OTHER DECEPTICONS
          in neat ranks but their grim expressions
          show their displeasure.

                    STARSCREAM
              (preening)
          Get on with the ceremony! Dirge and
          others react to EERIE SOUNDS and look up
          and off. Starscream looks where others
          are looking and reacts.

HIS P.O.V. - GALVATRON AND HIS FORCES

as they descend in Hall of Heroes and Galvatron moves out to
confront Starscream

ON STARSCREAM AND GALVATRON

                    STARSCREAM
          Who disrupts my coronation?

                    GALVATRON
          Coronation? This is bad comedy!

                    STARSCREAM
          Megatron, is that you?

                    GALVATRON
          Here's a clue!

HIS P.O.V -GALVATRON

as Galvatron transforms into cannon, FIRING A HUGE BURST ON
STARSCREAM as BLAST hits him. For a moment, he retains his
shape then piece by piece, he falls apart. Only a pair of
boots remain on the floor.

                    GALVATRON
          He transforms back to robot mode and
          confronts other Decepticons boastfully.

                    GALVATRON
          Will anyone else attempt to fill his
          shoes?

                                                             38.



ON DECEPTICONS - THRUST, DIRGE, ASTROTRAIN, BONECRUSHER, ET.
AL.

PAN for their reactions as they ponder for a brief beat and
then exchange looks/

DECEPTICONS

(AD LIB)

LONG LIVE...

(they look at each other) What did he say his name was. He
didn't.

                        GALVATRON
           Galvatron.

DECEPTICONS

LONG LIVE GALVATRON!

                                                         CUT TO:

                     UNICRON
           Bit by bit, we see new    sections of the
           planet being generated.    Then, the
           sinister mist we saw at    the beginning of
           the film starts pouring    out.

He's about to do the big munch on..

THE FIRST MOON OF CYBERTRON -

PUSH IN TO - JAZZ AND CLIFFJUMPER

Standing outside the "netted" complex, looking off at...

                     UNICRON
           A strange, LOUD HUM fills the air and the
           ground heaves and SHAKES beneath their
           feet

                     JAZZ
           Where'd that come from?!

                     CLIFFJUMPER
           Who cares? I'm more worried about where
           it's going!




                                                     (CONTINUED)

                                                             39.
CONTINUED:


                    JAZZ
              (on communicator device)
          Talk to me, Earth! We got a situation
          out here!

                                                      CUT TO:

AUTOBOT CITY- EARTH -LONG SHOT

Autobot City is almost rebuilt, and we see Kup and Hot Rod
working with other Autobots to move large panels into
position. In the background, two huge SPACE SHUTTLES are
almost completed and Ultra Magnus is directing the work.
During this ESTABLISHING SERIES OF SHOTS, we HEAR JAZZ'S
VOICE OVER

                    JAZZ (V.O.-FILTER)
          Roger me. Wilco me. Anything?    Hello.
          Hello Earth.

                                                      CUT TO:

OUTSIDE OF LARGE SPACE SHUTTLE UNDER CONSTRUCTION

Springer and Arcee fit a hull section in place with Daniel
motioning to them, directing the action.

                    BLASTER
          He reacts to muffled transmission from
          Jazz.

                    BLASTER
          I'm pickin' up a faint signal! BLASTER
          TRANSFORMS to blaster mode and Jazz's
          VOICE is broadcast loud and clear causing
          Springer, Arcee, and Daniel to react

                    JAZZ (V.O.-ON FILTER)
          This is Jazz. I gi-normous weird lookin'
          planet just showed up in the suburbs of
          Cybertron....

                    CLIFFJUMPER
          And it's attack...

STATIC obscures the message

                     ULTRA MAGNUS
          Jazz!   Cliffjumper!

                                                      CUT TO:

                                                             40.



THE FIRST MOON

is covered by Unicron's energy field, and slowly seems to
dissolve.

ANOTHER ANGLE FEATURING UNICRON

a great maw works more intensely crushing bits of the planet.

                                                      CUT TO:

JAZZ AND CLIFFJUMPER ON THAT MOON

as quakes, tremors and cyclonic winds toss and tear at all
structures on the moon and the energy field closes in on Jazz
and Cliffjumper - who, using handholds every step of the way -
et into

AN ESCAPE POD VEHICLE

as Unicron looms larger, larger, the energy field seems to
dissolve the landscape.

                    JAZZ
          Got ...to....blast free....if we can.....
          They get in and start retro blasters, the
          flame of blasters whirling in wild winds
          as moon is engulfed.

                                                      CUT TO:

                    CLIFFJUMPER (V.O.)
          Ignition and....

SOUNDS of torrential winds, quakes, etc as moon is quickly
becoming Unicron's lunch.

                    JAZZ (V.O.)
          Hit it!

ON ESCAPE POD

as it BLASTS OFF and away from Unicron with an EXPLOSION. For
a moment, it looks like they are going to get clean away,
but...

                    ANOTHER ANGLE
          Suddenly it is pulled deep into Unicron.

                                                           41.



ANOTHER ANGLE - THE MOON

as Moon shatters like a hollow egg and is sucked completely
into Unicron's maw which closes around it with a snap.

                                                       CUT TO:

GALVATRON IN DECEPTICON HALL OF HEROES

Silence. No more winds. No more movement.

                    GALVATRON
          How dare Unicron?!
              (defiant)
          Cybertron and all it's moons are mine!

ANOTHER ANGLE ON GALVATRON

His body starts to twist making him writhe in pain powerless
to resist

                    SCOURGE
          But remember, WE belong to HIM!

                     GALVATRON
              (gasping for breath, writhing,
               nods)
          I....will obey, Unicron! Decepticons, to
          Earth! The torture stops and Galvatron
          clutches his throat and tries to regain
          his composure as we...

                                                       CUT TO:

EXT. AUTOBOT CITY -- ULTRA MAGNUS

He has a portable communication device. Spike and Bumble can
be seen on it. Springer, Kup, the Dinobots, Blurr, and Hot
Rod look on amid general gathering of Autobots. Arcee holds
Daniel up on her shoulder so he can see. Blaster is in b.g.

                    SPIKE
          It's like a terrible nightmare, Ultra
          Magnus.

                    BUMBLEBEE
          This thing - this juggernaut just ripped
          the first moon to shreds.

                    SPIKE
          And it's heading this way.



                                                   (CONTINUED)

                                                      42.
CONTINUED:


                    BUMBLEBEE
          We'll try 'n slow it down...

                    SPIKE
          But you'd better get here fast because...
          Suddenly, static obscures the
          transmission.

                    DANIEL
          Dad!

                    ULTRA MAGNUS
          Autobots, prepare to board the shuttles.
          This new menace is more dangerous than
          all the Decepticons put together.
          Somehow we must destroy it before it
          devours Cybertron.

                    DANIEL
          But what about my dad? He's on the moon
          between that monster and Cybertron.

                    ULTRA MAGNUS
          Daniel, I'll do everything I can for
          Spike.

                    HOT ROD
          And what are we going to do when we get
          there? If that thing crunches moons,
          it'll make short work of us.

                    ULTRA MAGNUS
          Maybe the Matrix can stop it.

                    HOT ROD
          You're right! It can.

                    KUP
          What do you know about it lad?

                    HOT ROD
          It's just a feeling.

Hot Rod looks up and sees something.

                    KUP
          Look!

THE AUTOBOTS TURN TO SEE

                                                           43.



POV - ANGLE ON ATTACKING DECEPTICONS

Decepticon ships seem to dive from nowhere to attack the
Autobots.

                    ULTRA MAGNUS
          To the shuttles!!!

ANGLE ON DECEPTICON JETS

Galvatron is in the lead.

                    GALVATRON
          There is no escape. I, Galvatron will
          crush you just as the magnificent
          Megatron crushed Prime!

                     ULTRA MAGNUS
          And you'll die trying just like Megatron!
          Ultra Magnus fires Laser and hits
          Galvatron.

                       GALVATRON
          aaaaaaaah!     Autobot cur!!

                    CYCLONUS
          You want me to gut Ultra Magnus for you?

                    GALVATRON
          There are plenty of Autobots for you.
          Ultra Magnus is mine!

THE BATTLE - QUICK CUT

Decepticons dive on fleeing Autobots.

ANGLE - ARCEE AND DANIEL

As Daniel looks up and Arcee moves over to him protectively.
Hot Rod looks at Arcee in the same way she is looking at
Daniel.

                    ARCEE
          Stay close to me, Daniel...

                    HOT ROD
              (to Arcee)
          And you better stay close to me... Arcee
          pulls Hot Rod toward her before he gets
          hit by laser




                                                  (CONTINUED)

                                                          44.
CONTINUED:


                    ARCEE
          No, you'd better stay close to me. Blurr
          is trying to get Grimlock into Shuttle
          with the rest of the Dinobots as
          Decepticon FIRE COMES IN ALL AROUND.
          Grimlock is like a "spooked horse"
          refusing to be shut in the barn.

                    BLURR
              (pleading with him, shoving
               him, talking very, very
               rapidly)
          Nice Dino, good, Dino, sweet Dino! Won't
          you step into the nice spaceship for
          Blurr? Please, pretty please.

                    GRIMLOCK
              (sticking head out past
               struggling Blurr)
          Me, Grimlock, not "nice Dino!" Me bash
          brains!

HIS P.O.V. - SEVERAL DECEPTICON JETS COMING AT HIM

                    GRIMLOCK
          He gives FIRE BREATHING BLAST AT JETS as
          they go by STRAFING THE

SHUTTLE , SHOTS RICOCHETING AROUND GRIMLOCK AND BLURR

THE DECEPTICON JETS

as Grimlock's BLAST SETS THEM ALL ON FIRE and they spin into
one another as we CHANGE ANGLE TO

                     ULTRA MAGNUS
          as Kup, Hot Rod and Arcee MOVE INTO SCENE
          BEHIND HIM

                    ULTRA MAGNUS
          Kup, Hot Rod. Get the Dinobots out of
          here!

KUP AND HOT ROD

as they run into Dinobot Shuttle, retracting their entry ramp
in

                                                          45.



HAIL OF FIRE FROM SCOURGE AND HIS SWEEPS.

                    ON SCOURGE
          as he TRANSFORMS to Humanoid mode and
          shouts orders, FIRING AT Blurr who BLURRS
          PAST and then at Arcee who also SHIPS BY

                    SCOURGE
          No survivors!

IN DINOBOT SHUTTLE

as Hot Rod squeezes past   Sludge Swoop, and Slag to join Kup
who is already at control deck where Grimlock sticks his head
down to look out the window. Kup shoves him aside.

                    KUP
          This reminds me of the battle on Alpha 9,
          when the Petro-Rabbits were...(annoyed)
          Grimlock, get your noodle out of my face!
              (starts throwing switches)

                    GRIMLOCK
          Me, Grimlock, love Kup's war stories!

                    KUP
          You're living one now!
              (to Hot Rod)
          Engage the boosters for Cybertron's sake!
          Hot Rod nods and quickly passes his hand
          over bank of SWITCHES all of which GLOW
          AND PULSE with the action.

                    ANOTHER ANGLE
          as DECEPTICON FIREBALL COMES UP and
          SPLATTERS AGAINST WINDOW, sending tongues
          of fire running across the glass behind
          Hot Rod's head

                    HOT ROD
          You got 'em!

                                     BACK TO KUP AND GRIMLOCK

Grimlock still trying to stick his face in the control panel
as Kup works furiously and more DECEPTICON FIRE HITS THE SHIP

                    GRIMLOCK
              (to Kup)
          Tell Grimlock about Petro-Rabbits again.




                                                  (CONTINUED)

                                                            46.
CONTINUED:


                    KUP
              (muttering, using joystick)
          I'll give you Petro-Rabbits. Contact!
          The Shuttle lurches and shakes

ANGLE ON SHUTTLE WITH DINOBOTS

It takes off amidst a hail of Decepticon fire.

                    HOT ROD (V.O.)
          Yaaaaaaaaho! We're airborne!

                    GRIMLOCK (V.O.)
          Groooooowwwwwrrrr!

ON CYCLONUS AND HIS "WING" OF PLANES

as they bank down toward RISING SHUTTLE FAR BELOW.

                    CYCLONUS
          Vaporize them!

Jets streak down toward upward rising Shuttle as we

                                                        CUT TO:

ANOTHER PART OF SHUTTLE LAUNCH AREA

Springer springs onto scene with Daniel, Ultra Magnus and
Perceptor are guarding the entry ramp, firing at Decepticons.

                    SPRINGER
              (to Daniel)
          Looks like we're shipmates, squirt!

                       DANIEL
          All right!

                     SPRINGER
          But if you get space sick, you're gonna
          walk home.

ANOTHER ANGLE FEATURING ULTRA MAGNUS AND PERCEPTOR

                       ULTRA MAGNUS
          Hurry!

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

ON BOARD THE SHUTTLE- ANGLE ON SPRINGER

as he reaches down for Arcee.

                                                    (CONTINUED)

                                                             47.
CONTINUED:


                     SPRINGER
          Jump.

                    ON ARCEE
          still going up the ramp while the
          shuttle slowly leaves the ground.

Just as the wind and gravity are about to knock her off, she
jumps up and...

INSIDE THE SHUTTLE

Springer grabs her hand and pulls her in, narrowly avoiding a
barrage Daniel is watching, terrified.

                    DANIEL
          That was close!

Concussion of Decepticon hit rocks the shuttle

                    SPRINGER
          Believe it or not, this is the fun part.

IN "COCKPIT" OF ULTRA MAGNUS' SHUTTLE

Ultra Magnus is at control deck with Perceptor as they "taxi"
for launch and we see oncoming Decepticon jets firing at them

                    ULTRA MAGNUS
          No time to preheat....Can this ship take
          it?

                    PERCEPTOR
          With an accelerated ignition procedure
          the ceramic housings might create a
          magnetic flux.

                    ULTRA MAGNUS
              (baffled)
          What?

                    SPRINGER
              (ENTERING SHOT, reaches in and
               pushes joystick forward)
          He says "go for it!"

Powerful rockets ignite, and the shuttle   SHAKES with the
sound.

ANGLE ON RUNWAY

The Shuttle's rockets surge, melting the pursuing    Sweeps as
the Shuttle hits the sky and soars upwards.

                                                            48.



ON DINOBOT SHUTTLE

Cyclonus' Jets fire on it, as we CHANGE ANGLE ON ULTRA
MAGNUS' SHUTTLE It roars up behind Cyclonus' jets and
overtakes and smashes through them, scattering them as it
pulls up alongside the Dinobot shuttle

INT. DINOBOT SHUTTLE- KUP AND HOT ROD IN "COCKPIT"

Grimlock is peering out of the side ports.

                    HOT ROD
          gives the thumbs up gesture.

                    ANOTHER ANGLE
          INCLUDING Ultra Magnus' shuttle through
          side port as Springer gives thumbs up
          signal in return and Daniel waves

                    ON SPRINGER
          as he turns and reacts, looking straight
          up and ahead

                    SPRINGER
          It ought to be smooth sailin' from here
          on in.

ON ASTROTRAIN AND DECEPTICON JETS

                       ASTROTRAIN
          Fuse them!

Astrotrain starts diving into upcoming Shuttles BLASTING
AWAY.

INT. DINOBOT SHUTTLE - "COCKPIT"

as Kup struggles to hold controls, his shuttle also ROCKING
from direct hits

                    KUP
              (using intercom)
          Ultra Magnus...what next?

INT. ULTRA MAGNUS' SHUTTLE - "COCKPIT"

shuttle ROCKS WITH DIRECT HITS as Ultra Magnus struggles with
controls

                    ULTRA MAGNUS
          Remember what we did off Beta Four!



                                                    (CONTINUED)

                                                           49.
CONTINUED:


                    KUP
          I remember it well.

ON THE SHUTTLES

They fire (O.S.) at...

A LARGE ASTEROID

With incredible precision, the rays strike the asteroid,
splitting it in two parts.

ANGLE ON ONE OF THE ASTEROID HALVES

It shoots through space and strikes another asteroid, which,
breaks into several pieces, many of them angling back
towards...

                    GALVATRON'S SHIPS
          which swerve to avoid them as....

THE OTHER ASTEROID PART

Hits another moon or asteroid or general rock in space,
doing the same thing... WIDEN SHOT to show that the pieces
are shooting around like pool balls after an incredibly
violent break... ... zinging into each other... ....
Narrowly missing Galvatron's ship... ... Filling space with
incredible amounts of Dust, lava from inside the moons,
multi-colored gasses, explosions and generally making a mess
of space. (Note: think of this scene as the "Asteroids"
video game.)

ANGLE ON THE AUTOBOT SHUTTLES

As all of this is going on, they jam into hyperspace... ...
Corkscrewing and arcing off into the galaxy, leaving only
blurred images of themselves as...

                    GALVATRON'S SHIP
          emerges from the chaos.

ON CYCLONUS

                    CYCLONUS
          The explosions jammed my sensors.
              (pause)
          I have lost track of the Autobots!

                                                             50.



ON GALVATRON

                       GALVATRON
             Damn it!! They did the same thing to me
             off Beta four!

                                                     DISSOLVE TO:

DEEP AND SERENE SPACE - ULTRA MAGNUS' SHUTTLE AND DINOBOT

                       SHUTTLE
             Possible song - optimistic adventure with
             the suggestion that all dreams might not
             happen.

as both shuttles soar majestically through the vast depth of
infinite space.

                       ULTRA MAGNUS (V.O.)
             Congratulations Autobots, we've lost 'em
             at least for a while. So rest up. We'll
             refuel on the Junk Planet and work out
             our battle plan there.

INT. DINOBOT SHUTTLE - KUP

Kup sits spinning yarns, leaning back in chair as Grimlock,
Sludge, Slag and Swoop lie, lounge, sit with chin on hands,
all listening like little kids to a bedtime story - in rapt
attention

                       KUP
             Yep, I remember the dust was so thick off
             Beta 4 had to use windshield wipers on
             your optic sensors....

                       GRIMLOCK
                 (impatiently)
             Me, Grimlock, know all about wipers! Want
             to hear good part of story!

                       SWOOP
                 (beating wings rapidly,
                  excitedly)
             Good part, Kup! Tell Swoop good part!

                       SLUDGE
                       SLAG
             (excitedly)
             (beating tail on Unh unh unh....
             floor) Good part...tell

...tell...

                                                     (CONTINUED)

                                                              51.
CONTINUED:


                       KUP
             Okay, Okay. The dust was really thick
             and then this gigantic Ick Yak...

ON HOT ROD

He is practicing sparring with a SPINNING AUTO-COMBATANT - a
very high tech quintain with many arms, legs, and weapons
that test the user's skills, and reflexes. Hot Rod wears
sparring gauntlet, and holds a small LASER DAGGER and special
shield. As he lowers shield and reacts to Dinobot reactions
to Kup's story.

                       HOT ROD
             Don't you think we have better things to
             do now than tell stories Kup?

                          KUP
             Like what?

                       HOT ROD
             Like maybe figure out how we're gonna
             stay alive.

                       DINOBOTS
                 (ALL SHUSH HIM)
             As he is speaking, Auto-Combatant "sees"
             its opening and gives Hot Rod a swift
             kick in the rear, sending him flying
             (o.s.)

THE AUTO COMBATANT

Then hammers its fists on top of his head...

ON HOT ROD

Irked.

                       HOT ROD
                 (continuing)
             Time out, for Cybertron's sake!

ON AUTO-COMBATANT'S FACE

as it sticks out a metal tongue and gives him a LOUD
RASPBERRY

                                                     BACK TO SCENE

as Hot Rod    rises and draws his fist back to clobber the Auto-
Combatant


                                                      (CONTINUED)

                                                           52.
CONTINUED:


                     AUTO COMBATANT
               (mechanically, quickly)
          Time out, time out, time out! Suddenly,
          the shuttle rocks from impact and SPARKS
          and flames shoot out of large hole in
          wall

ON ULTRA MAGNUS AT CONSOLE INTERCOM

                    ULTRA MAGNUS
          Kup! Raise your force fields at once!
          They're armed with.....

ON GALVATRON ON "BRIDGE" OF FLAT TOP

as he presses firing button ...

                    ULTRA MAGNUS (V.O.)
          Moleculon Missiles!

ANGLE ON GALVATRON'S CARRIER

Particularly deadly looking missiles shoot out.

ANGLE ON THE DINOBOT SHUTTLE

It zooms towards a whopper of a planet, surrounded by several
small moons. We will later learn that this planet is
Quintesson, but for now, it's mysterious. The moleculon
missiles streak after it like sidewinders.

INT. THE DINOBOT SHUTTLE

Kup and Hot Rod pilot the thing for all it's worth.

                    HOT ROD
          They're closing on us!

                    KUP
          Yep, like the shrikebats of Dromedon!

                    HOT ROD
          Yeah, how'd you beat them?

                    KUP
          I'm trying to remember...there were an
          awful lot of casualties that day...

ANGLE ON THE SHUTTLE AND MISSILES

The missiles streak toward them.



                                                   (CONTINUED)

                                                             53.
CONTINUED:


                    KUP (O.S.)
          Oh yeah, we inversed polarities.

                    HOT ROD (O.S.)
          That'll tear the ship apart!

                    KUP (O.S.)
          You got a better idea?!! With that, the
          ship seems to stop, on a dime, in mid
          air! The missiles zoom past it.

INT. THE SHIP (KUP AND HOT ROD)

Hot Rod watches wide-eyed, as Kup watches ahead warily, hands
on the controls.

                    HOT ROD
          Okay, so you were right.

                    KUP
          Don't run your programs until they're
          debugged.

ANGLE OUT THE VIEWSCREEN

Suddenly, the moleculon missiles, reverse course and start
coming back.

                    HOT ROD
          They're coming back.

                    KUP
          Let's just hope we've screwed up their
          trajectories.

ANGLE ON THE MISSILES

The missiles sidewind towards them, then their paths cross
and

BOOOM!

Everything flashes white.

ANGLE ON THE DINOBOT SHUTTLE

                    HOT ROD
          Whew!!!

INT. THE DINOBOT SHUTTLE

Kup and Hot Rod look forward, their eyes, blinking, as if
strained.

                                                    (CONTINUED)

                                                          54.
CONTINUED:


                    KUP
          Yep, I thought we'd had it that time for
          sure.

EXT. ANGLE ON THE SHIP

It sits next to a gigantic alien-made moon. Suddenly, a
hatch opens and a massive grabber that looks like a lobster
claw shoots out at it.

ANGLE ON HOT ROD

He sees the claw coming out of the viewscreen.

                    HOT ROD
          Dive!

ANGLE THROUGH THE VIEWSCREEN

The claw snaps on the front of the ship, smashing the window
and...

                    ANOTHER ANGLE
          crushing the area between Hot Rod and
          Kup.

SPACE - ANGLE ON THE SHIP

As it explodes, flinging the Autobots inside down toward the
Quintesson's planet.

                                                      CUT TO:

GALVATRON PURSUING ULTRA MAGNUS' SHUTTLE

                                                      CUT TO:

INT. ULTRA MAGNUS' SHUTTLE - ULTRA MAGNUS, SPRINGER

as they man control panel in cockpit. In the background,
Blurr and Arcee work to patch other holes in hull and Daniel
helps them. Perceptor slowly plots coordinates on light-up
table, oblivious to SHAKES AND ROCKINGS of their ship.

                    SPRINGER
          Kup and Hot Rod just bought it!

                    ULTRA MAGNUS
          I can't deal with that now.




                                                  (CONTINUED)

                                                           55.
CONTINUED:


                    SPRINGER
          Face it, Magnus, the Decepticons 're
          gonna dog us until they see us dead!
          Ultra Magnus nods solemnly

                     ULTRA MAGNUS
               (cryptic)
          Then that's exactly what they're gonna
          see.

                                                       CUT TO:

THE DECEPTICON FLAT TOP AND CYCLONUS' ARMADA

                    ON GALVATRON
          as he works controls which eject more
          Moleculon Missiles.

HIS P.O.V. - ULTRA MAGNUS' SHUTTLE

electrical outline envelopes it and there is a... ...
blinding flash after which... .. remnants of the hull and
superstructure explode toward camera and past camera
accompanied by explosive sound and then, silence! ... Where
the shuttle had been there is now...nothing! Just loose
asteroids and clouds of space dust

                    CYCLONUS
          The Autobots have been terminated!

                    GALVATRON
          Excellent. And soon we shall say the
          same of that infernal Unicron. Suddenly,
          Galvatron's body begins to twist, and he
          writhes in pain.

                     GALVATRON (CONT)
          Aaaah!   Take me to Unicron...Aaaah!

LONG SHOT ON THE HUGE FLAT TOP

as it veers off and away from the space cloud, followed by
Cyclonus' Armada. Hold for a beat, and then CLOSE IN on the
dust cloud as... ... part of Ultra Magnus' shuttle flies into
the clear.

ANGLE ON THE COCKPIT

Arcee, Perceptor, Springer, Blurr are crowded together in
cramped remnant of cockpit as Daniel and Ultra Magnus sit at
the control deck



                                                   (CONTINUED)

                                                          56.
CONTINUED:


                    ARCEE
          Did we have to detonate three- quarters
          of the ship?!

                    SPRINGER
          Seeing how they would have detonated four
          quarters, I think it was a good choice.
          SUDDEN SHUDDER AND THE SHIP DROPS
          SHARPLY, all holding on to each other and
          to any protruding handhold

                    ULTRA MAGNUS
          Perceptor....can you still locate the
          Junk Planet?

                    PERCEPTOR
          Gamma waves in this sector of space
          create marginal navigation probabilities,
          however.....
              (looks at Ultra Magnus)

                    ULTRA MAGNUS
          Holds his head in his hands as Springer
          grimaces

RESUME ON PERCEPTOR

realizes he's overdoing it again, clears his throat

                    PERCEPTOR
          Ahem.....yes I think I can.

LONG SHOT- SHUTTLE CHANGING COURSE TOWARD LARGE DISTANT
PLANET

which we see as dim shadow on the edge of space

                                                      CUT TO:

A small, falling object appears high above Quintesson and
hurtles down, down, over and over until it is in view and we
see it is...

                    HOT ROD
          still cartwheeling down toward the planet
          below, trying to change the angle of his
          fall

HOT ROD - TRACKING

He plummets down through layers of atmosphere and continues
to fall past shiny rock pinnacles of unusual construction as
we

                                                               57.



CHANGE ANGLES TO

AERIAL VIEW OVER A VAST SEA OF LIQUID ENERGY

as Hot Rod falls into the sea, we CUT TO THE SILVERY ENERGY
SEA Hot Rod sinks to the bottom where he collides with... ...
a metallic reef, bounces, manages to right himself, shaking
his head as he regains equilibrium, and... Then he transforms
into auto mode modified for undersea action and starts riding
off as he calls through intercom.

                       HOT ROD
                 (bubbling, filtered voice)
             Kup....Grimlock?   Slag!....Anybody? WE
             FOLLOW him through undersea world as he
             rounds a "corner" of the Reef Wall and
             reacts

HIS P.O.V. - A HUGE, MECHANICAL 0 SQUID CREATURE

The ROBOTOID SQUID is tearing Kup to pieces and tossing the
pieces across the ocean floor with its silvery metal
tentacles

ON HOT ROD

                       HOT ROD
             Kup!

He transforms and blasts...

                       THE SQUID
             angrily streaks toward Hot Rod.

                       HOT ROD
             Fires at the Squid, but not stopping him.

                       ANOTHER ANGLE
             Hot Rod's shot plinks off a couple of
             tentacles, but the squid keeps coming...

... Wraps his tentacles around Hot Rod and starts crushing...
... Hot Rod looks like he's about to be crushed, but he...
... Shoots ... Its hideous Optical Sensor.

                       THE SQUID
             releases a laser print ink stream which
             boils out in the water in a series of
             dots and "x" shapes and retreats.

                       HOT ROD
             Don't worry, I'm not coming after you.


                                                       (CONTINUED)

                                                            58.
CONTINUED:


                    HOT ROD
          lowers his head and blows blast of air
          through head-piece. The air blast clears
          the water, revealing Kup's head and torso
          half buried in the "sand"

ON HOT ROD AND KUP'S HEAD

as hot Rod kneels

                     HOT ROD
          Kup!   Say something!

CLOSE ON KUP'S HEAD

as he turns head around to look up at Hot Rod and spits out a
mouthful of sand

                    KUP
              (bubbling as he speaks)
          Fix me!

                    HOT ROD
          Sure, Kup....right away! Hot Rod rapidly
          PULLS KUP'S SCATTERED BODY PARTS
          TOGETHER.

                                                         CUT TO:

KUP AND HOT ROD ON THE RED DESERT SHORE OF THE ENERGY SEA

Kup stands impatiently while Hot Rod reassembles them.

                    HOT ROD
          Well...what do you think? Kup feels his
          elbow joint, twists his neck side to side
          and gets creaks and squeaks and moves
          legs in odd, creaky way as he is trying
          himself out.

                    KUP
              (a beat, then grimaces)
          There's a piece missing.

                     HOT ROD
          No way....
              (sifts through pile of SCRAP
               METAL PARTS lying at Kup's
               feet)
          See, this wasn't yours...it's some kind
          of prehistoric ion cruncher....and this
          doohickey looks like a funky energon
          funnel... and this...

                                                    (CONTINUED)

                                                             59.
CONTINUED:


                    KUP
              (moving up and back, bending
               arms and hands, CREAKING,
               CLUNKING, SQUEAKING)
          Well, I still think I'm short a part!
              (sees Hot Rod hang his head)
          But all things considered, you did an
          amazing job, lad! Amazing!

                    HOT ROD
              (brightening)
          Really?

                    KUP
              (rotates arm rapidly)
          Yeah, you even got rid of a nasty burr on
          my rotator! Now, let's find the Dinos
          and get off this twisted planet!

                    ON KUP
          as he transforms it's evident that a
          fender is misplaced and a wheel mounted
          improperly so it wobbles and he rides
          unevenly with much chugging and oil
          spewing

                    KUP (V.O.)
              (in vehicular mode)
          Of all the circuit glitched diode blowin'
          dim-wittery... I told you a part was
          missin'.

we watch Hot Rod and Kup move off into the distance as we:

                                                    DISSOLVE TO:

ANOTHER PART OF QUINTESSON

Kup and Hot Rod walk along a swampy, marshy area. Suddenly,
there are several loud gurgles, and we can see the shapes of
something terrible emerging through the muck. Hot Rod spins
to fire, but Kup bats down his arm.

PAN TO SHOW

EIGHT SHARKTICONS (in humanoid mode) surrounding them. The
Sharkticons are smaller than the Autobots, but they look ugly
and vicious.

                    KUP
          Don't act hostile. I'll use the
          universal greeting.


                                                    (CONTINUED)

                                                             60.
CONTINUED:


                    HOT ROD
          Universal Greeting.

                     KUP
          Watch.   I'll have them eating out of my
          hand.

                    HOT ROD
          Or our faces.

Kup holds out his hands to show that he has no weapon.    Then,
he addresses them...

                    KUP
          Bah-weep-Graaaaagnah wheep ni ni bong...

                    HOT ROD
              (mocking, mimicking)
          Bah-weep-Graaaaagnah wheep ni ni bong...
          The Sharkticons look interested.

SHARKTICONS

(GROWL VERSION OF THE SAME

THING)

                    KUP
          See, the Universal Greeting works every
          time.
              (pause)
          Now, without making any sudden moves,
          give them an Energon goody. Kup reaches
          into his belt, presses a button and pulls
          out an Energon cube. Hot Rod, somewhat
          suspicious of the whole process does the
          came.

They hold out the cubes and two of the Sharkticons take the
Energon cubes, like dogs getting a treat. Then, the other six
show up looking for cubes.

                    HOT ROD
          This is getting expensive.

                    KUP
          Don't worry, they'll reciprocate. They
          each hand out three Energon goodies to
          the remaining six Sharkticons... The
          Sharkticons eat them happily. Then, they
          back off, eyeing the two Autobots with
          menace.


                                                     (CONTINUED)

                                                          61.
CONTINUED:


                    HOT ROD
          I thought they were supposed to
          reciprocate.

                    KUP
              (not sure of himself)
          Customs vary from place to place.
          Suddenly, the Sharkticons transform to
          their vicious mode and lunge at them.

The two robots, taken by surprise, fall backwards. PAN FROM
the fallen robots to an area behind a tree. For just a
moment, we see a small yellow Autobot in robot mode. There,
then, as quickly as we realize what it is, it transforms into
automode and vanishes in a flash. It was Wheelie.

THE SHARKTICON CAMP ON QUINTESSON - KUP, HOT ROD AND
SHARKTICONS

Sharkticons march Kup and Hot Rod into a HOLDING PEN within a
walled compound. As we FOLLOW THEM INTO PEN we PULL BACK and
PAN to establish that entry procession is being watched by...

                    THE QUINTESSONS
          slender, spindly framed robotic creatures
          with oversized five sided heads, each
          side bearing a different mechanistic face
          with a different expression on each -
          smiling, angry, grimacing, suspicious and
          the fifth face is not yet to be seen. As
          Hot Rod and Kup are led to certain death
          in the Quintesson dungeons, harsh,
          dissonant, metallic and terrifying music
          plays, underscoring the brutal evil they
          face,

                    KUP (V.O.)
          Reminds me of the Niter Slave Mines on
          Golgonath Seven....

                    HOT ROD
          Every place reminds you of some place
          else.....

                    KUP (V.O.)
          Experience, lad. You should learn to
          appreciate it.

                    HOT ROD
          A lot of good it's done us so far!

                                                            62.



ON HOT ROD AND KUP

as Hot Rod looks around and reacts sharply

HIS P.O.V.- THE QUINTESSONS

as we feature the Leader Quintesson who is taller and wears a
different color robe from others. He is watching arrival of
Kup and Hot Rod and his faces rotate so it goes from smiling
face to suspicious face to angry face to furious grimace.

RESUME ON HOT ROD AND KUP

as Sharkticons shove and prod them, JOLTING them into the
holding pen and locking the gate. Then, they install
RESTRAINING BOLTS.

                    HOT ROD
          I can't transform!

                    KUP
          They're restraining bolts, lad.

                    HOT ROD
              (looking around)
          We got to get a new travel agent....
          What is this place?

PAN FROM HIS P.O.V. - A SHADOWED, ALCOVE LIKE HUT

as a figure moves forward slightly and speaks in a harsh,
bass'o voice. It is GRANIX. We saw him in the first scene,
escaping from his planet when Unicron ate it. {Note: The
script says *G*ranix here. Not my mistake.}

                    KRANIX
          The world of the savage Sharkticons and
          their cruel masters the Quintessons.
          They hunt down those who try to escape
          the wrath of Unicron, and put them on
          trial.

                    KUP
          But what if they're innocent?

                    KRANIX
          Guilty or innocent, the sentence is
          always the same - death!

                      HOT ROD
          Unicron?!    Who's Unicron?



                                                    (CONTINUED)

                                                              63.
CONTINUED:


                      KRANIX
            A planet six times the size of this one
            that absorbs everything in its path.

                      KUP
            So that's the monster's name.

                      HOT ROD
            I wonder if there's any connection
            between it and Galvatron.

Suddenly, a Quintesson Guard roars in...

                        QUINTESSON GUARD (V.O.)
            That one!

All turn and look off, reacting as two Guards thunder in,
grab Granix and pull him back out of the door. {NOTE: Another
instance of the spelling of Granix}

ANOTHER ANGLE - INCLUDING THE LEAD QUINTESSON

as he points at Kup and Hot Rod

                      QUINTESSON GUARD
            Soon, you too shall receive your
            sentence.

THEIR POV    - OUT THE WINDOW THE ARENA

Kranix stands on what almost looks like a wide diving board
over a watery (or oily) pit teeming with Sharkticons.

                      LEAD QUINTESSON
            Jury, have you reached a verdict?

                      JUROR #1
            We have your honor.

                      LEAD QUINTESSON
                (to jury of Quintessons)
            Guilty.....Or innocent. I repeat.

                      KRANIX
            Spare me this mockery of justice.

                      LEAD QUINTESSON
            I repeat, guilty...or innocent.

                        JURORS
            Guilty!!



                                                      (CONTINUED)

                                                          64.
CONTINUED:


Jury's faces rotate to fifth expression - a DEATH'S HEAD ON
GRANIX   {NOTE: Yet another, final, reference to Kranix as
Granix} Suddenly, the Robot is dumped into a pit of teeming
Sharkticons and there is a mad frenzy. In moments, he is no
more.

ANGLE ON KUP

He watches grimly through the bars.

                    KUP
          Not the end I'd wish for, lad.

                                                 DISSOLVE TO:

THE EDGE OF A HUGE, SHADOWY PLANET IN SPACE

as Ultra Magnus' Shuttle is BUFFETED BY WINDS AND STORMS as
it enters the atmosphere of JUNKION.

INT. THE SHUTTLE

as it SHAKES AND RATTLES VIOLENTLY

                    DANIEL
          Where are we, Springer?

                    SPRINGER
          The place where everything ends up after
          you throw it out.

TIGHT ON BLURR

as he holds up hands and CROSSES fingers.

RESUME ON SPRINGER

Tenses and crouches protectively around Arcee and Daniel as
we see mountains of junk whizz past the window.

                    ULTRA MAGNUS
          Brace for impact!

ON SHUTTLE - TRACKING

It plummets through the mountains and canyons of junk,
narrowly avoiding crashing, but frequently hitting junk
pinnacles or sides of junk walls, and causing avalanches of
junk. By the time the ship lands, it is nearly
indistinguishable from the junk.

                                                          65.



INT. THE SHUTTLE

Everyone is in a jumbled tangle - Ultra Magnus beneath Blurr,
Perceptor upside down and hanging from torn end of stairway,
Arcee crouched over Daniel and Springer with half his body
sticking through the hull

                     SPRINGER
              (pulling himself free of hull
               wall)
          Remind me to give the Auto Pilot a
          raise... Daniel creeps out from under
          Arcee and shakes bits of broken metal and
          dust off his shoulders

                    DANIEL
          Wow! That was better'n the Roller
          Coaster at Future World!

                    PERCEPTOR
              (working scanner, computer
               device, thoughtfully)
          The composition of this planet seems to
          be a chaotic amalgam of discarded ferrous
          and non-ferrous articulations.

                    ULTRA MAGNUS
              (baffled)
          How's that?

                    SPRINGER
              (opening hull door with a
               RIPPING OF METAL)
          He says the planet's made of junk.

SPRINGER AND PERCEPTOR AT OPEN DOOR

as they look out on landscape of "living" junk

                    SPRINGER
          Yep, this dump is a dump......

                    ULTRA MAGNUS
          as he straps on TOOL BELT

                    ULTRA MAGNUS
          We might be able to salvage this thing.
              (checks LASER DRILL, turns it
               on, off)
          Ultra Magnus starts for door followed by
          Blurr who takes up a saw and tool belt
          and Perceptor who rolls up Shuttle Plans
          as Daniel moves out to join them

                                                 (CONTINUED)

                                                            66.
CONTINUED:


                    DANIEL
          Can I help, too?

                    SPRINGER
          It's rough out there, kid. Stay inside
          and play with crayons or something.

                    ARCEE
          as she steps forward with a smile, a
          strange GRID LIKE "SUIT" in her hand

                    ARCEE
          I think Daniel can make himself useful
          with....this! It used to be Spike's.
              (holds Grid-like metal frame
               "suit")

                    DANIEL
          Wow! Dad's exo-suit. He told me about
          it but I never saw it.

                    ARCEE
          Here, try it on.

She starts helping him into the exo-suit.

                    ON DANIEL
          as he gets inside the "suit" which fits
          over his body like a grid-work metal
          "cage."

Daniel clips "cage" of Exo-Suit shut and stands up inside the
gridwork which makes him taller and broader. He moves
awkwardly, barely able to advance a step

                    SPRINGER
          Just think about what you want to do
          before you do it!

                    DANIEL
          brows knitted, thinking.

                    SPRINGER
          Don't fight it Dan-O.

He suddenly starts moving rapidly backwards, then sideways,
then forward, then he starts dancing rapidly, then bounces
off walls... ..spinning upside down, then flips over several
times and lands in a splatter, legs spread, arms this way and
that - amused, startled and unhurt.




                                                    (CONTINUED)

                                                            67.
CONTINUED: (2)


                    DANIEL
              (continuing)
          It's kind of tricky....

He suddenly flips around twice in mid-air then regains his
feet and leans way over against Arcee for support. She laughs
and pats his shoulder

                    ARCEE
          For the first time out, you were great!

ON SPRINGER AT DOOR

as he sends down RAMP and motions to the others curtly

                    SPRINGER
          Show time's over! We've got work to do!
              (he starts out)

EXT. THE SHUTTLE

as Springer, Arcee, Daniel et.al. come down the ramp and look
around at the lush "vegetation" of growing junk clumps all
around them and a long vista of junk mountains and spires of
weathered junk-rock.

                    DANIEL (V.O.)
              (whistles)
          This must be the junk capital of the
          universe!

LONG SHOT- DANIEL AND THE OTHERS

as they start DIGGING for parts to repair the ship, sinister
Junkions begin to emerge from the junk to watch them. Their
leader, WRECK-GAR, speaks to his fellow Junkions.

                    WRECK-GAR
              (in guttural, rusty, metallic
               rumble)
          Stop thief! No welcome-wagon, "hello
          stranger!" that good coffee flavor

                    OTHER JUNKIONS
          Yeah, or your money back! Wreck-Gar shows
          large JUNK GUN with all sorts of razor
          sharp fins and rusty little rocket
          missiles mounted around the howitzer like
          barrel




                                                    (CONTINUED)

                                                             68.
CONTINUED:


                     WRECK-GAR
           Operators are standing by! They laugh in
           guttural, clanking sounds and look out at
           Springer and the others who keep working
           as we

                                                         CUT TO:

EXT.   THE GATE TO THE QUINTESSON PALACE

At first, we see only the face of a sinister Quintesson
gatekeeper, backed up by heavily armed Sharkticons.

                     QUINTESSON
           Greetings, noble strangers.

ANGLE ON THE DINOBOTS

They stand at the gate, looking more like kids showing up at
your door wondering if you can come out and play, than like
serious robots on a serious mission.

                     GRIMLOCK
           Yes, me, Grimlock, noble! Me, Grimlock
           search for friends.

ANGLE ON QUINTESSON AND GRIMLOCK

The Quintesson, showing his friendly face, smiles.

                     QUINTESSON
           And who might they be?

                       GRIMLOCK
           Autobots.    Hot Rod and Kup.

                     QUINTESSON
               (feigning recognition)
           Oh yes. A young one and an old one.

                      GRIMLOCK
           Yes.   You know friends.   Where are they?

                     QUINTESSON
           They went down that path. He points to...

                     A PATH
           It probably isn't lined with primroses,
           but it should be.

                     GRIMLOCK
           GRIMLOCK You good friend to Grimlock.    I
           reward you, sometime.

                                                     (CONTINUED)

                                                             69.
CONTINUED:


With that, the four Dinobots head towards the "primrose
path."

ANGLE ON THE QUINTESSON

His head rotates and he smiles a sinister, evil smile.

EXT. UNICRON

Galvatron stands upon the demonic planet, in an extremely
contorted position.

                    GALVATRON
          Why do you torture me?!

VARIOUS ANGLES ON UNICRON

We have no idea where this godly voice is coming from, but
this place sure is spooky.

                    UNICRON
          You have failed.

                    GALVATRON
          No, Unicron. Ultra Magnus is dead.

                    UNICRON
          Then where is the matrix?

                    GALVATRON
          Destroyed, with him.

                    UNICRON
          The matrix can not be destroyed.
              (pause)
          And Ultra Magnus lives on the planet of
          Junk. Stalk him. Cut him open! And
          bring the matrix to me.

                                                    DISSOLVE TO:

EXT. THE PRIMROSE PATH

They step along the primrose path, not noticing as sinister
things start to happen all around them.

ANGLE ON A METAL EATING PLANT

This thing looks like a metal version of a "venus fly trap,"
and it has a malevolent red eye which lights up. Swoop walks
past it in humanoid mode.

                                                            70.



SNAP!

It misses him by an inch.

                    GRIMLOCK
          Me Grimlock, positive Hot Rod and Kup
          close! Get thump, thump, thump...
              (taps his head hard)

ANGLE ON THE GROUND - IN FRONT OF SLAG

Suddenly, a section of stones drop away in front of Slag
revealing a spiked pit...

                    SLAG
          Me, Slag say you are full of beryllium
          balony. He is just about to fall in
          when...

ANGLE ON GRIMLOCK AND SLAG

Grimlock, in dino mode, slaps him with his tail, knocking him
away an instant before he steps into the hole...

                    GRIMLOCK
          Me, Grimlock, say you full of cesium
          salami! Slag gets up...

                    SLAG
          Beryllium balony!

                    GRIMLOCK
          Argh!

ANGLE ON GRIMLOCK

He is about to pounce on Slag when a massive tree, which is
actually more like a sword, suddenly is spring and arcs
toward him. The machete like blade strikes the ground,
between Grimlock and Slag narrowly missing them. He turns
and sees the thing stocking in the ground.

                    GRIMLOCK
          Me, Grimlock think trees here are cheap
          model.

                    SLAG
          Like your head! (laughs at own joke)
          Grimlock jumps on Slag and wrestles him
          to the ground. Suddenly, a SQUEAKY, ODDLY
          CHILDISH VOICE speaks from o.s.



                                                    (CONTINUED)

                                                            71.
CONTINUED:


                    SQUEAKY VOICE (WHEELIE)
          Friends find. Look behind.

                    GRIMLOCK
              (furious)
          Who say that?

HIS P.O.V. - WHEELIE

WHEELIE is the Wolf Boy of Quintesson - an Autobot who's been
evading the Sharkticons since his parents' ship crashed,
killing everybody else in his party. He wears a necklace of
Sharkticon teeth, packs a three bladed laser knife and a
special SLING which hurls FIRE STONES. He fears nothing,
especially the Dinobots, and he cockily struts into the
clear... ... walks right up Sludge's tail onto Sludge's back
and then shinnies up his neck and jumps onto... ... Slag's
head where he stands eye to eye with Grimlock

                    WHEELIE
          Friends find. Look behind.   Many Face
          lie. You fool! You buy!

GRIMLOCK AND WHEELIE

                    GRIMLOCK
              (eyes blaze, furious)
          Me, Grimlock, "fool?"

                    WHEELIE
              (smiling breezily)
          Picture you got. Now fool you not!
              (he laughs in a wild, metallic
               cackle)
          Grimlock raises a claw to swipe Wheelie
          off Slag's head

                    GRIMLOCK
          Me, Grimlock, no like you!

                    ON WHEELIE
          as he scowls and quickly loads FIRESTONE
          IN SLING and slings it onto Grimlock's
          nose where it EXPLODES making Grimlock
          yowl and pull back, feeling his reddened
          nose and speaking through his nose
          angrily

                    GRIMLOCK
              (continuing)
          Doooooooow! Why boy hit by dose?



                                                    (CONTINUED)

                                                            72.
CONTINUED:


                    WHEELIE
              (folds arms across his chest)
          Wheelie say, find friends today!
              (nods defiantly)
          Grimlock and Slag react as we

                                                        CUT TO:

THE QUINTESSON "COURTROOM"

Kup and Hot Rod stand on the platform over the Sharkticon
pit. They are "bound" by restraining bolts.

ANGLE ON THE QUINTESSON JUDGE

                    QUINTESSON JUDGE
          Before we deliver your verdict, would you
          like to beg for your lives?

ANGLE ON KUP AND HOT ROD

Kup turns to Hot Rod.

                    KUP
          Remember when you put me together today?

                    HOT ROD
              (sarcastic)
          Sure, that's all I got to think about.

                    KUP
          I know what part you forgot.

                    QUINTESSON JUDGE (V.O.)
          Silence or I'll hold you in contempt of
          this court.

                    HOT ROD
          I have nothing but contempt for this
          court.

ANGLE ON THE QUINTESSON JUDGES

Suddenly, their heads swivel around to deaths heads.

ON KUP AND HOT ROD

The platform drops away and they tumble...

KUP AND HOT ROD - TRACKING

Suddenly, Kup in double-jointed fashion slips out of the
restraining bolt...

                                                    (CONTINUED)

                                                             73.
CONTINUED:


                    KUP
          That doohickey you lost was part of my
          shoulder socket. Watch this, lad...
          without it, I'm double jointed as
          Houdini.

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

                    HOT ROD
          Wish you'd figured that out a little
          sooner.

                    KUP
          Better late than never!

ANGLE ON THE SHARKTICON PIT

In full humanoid mode, they land, their weapons drawn.

ANGLE ON ALL

Kup and Hot Rod fire, driving some Sharkticons back.

                    HOT ROD
          They've got more Sharkticons than we have
          photon charges!

Kup transforms to Auto mode.

                    KUP
          Let's hold a demolition derby! Then, he
          roars into a bunch of them, slamming a
          massive stack into the wall.

ANGLE ON HOT ROD

He transforms, too and does the same thing.

ANGLE ON THE SHARKTICON PIT

As fast as the Autobots can run the miserable things over,
new swarms of them come out.

ANGLE ON KUP AND HOT ROD

They clear out a circle in the center of the pit and
transform to humanoid mode.

                    HOT ROD
          Didn't even bend a fender.



                                                    (CONTINUED)

                                                             74.
CONTINUED:


                    KUP
          Yeah, but look. There are a lot more of
          those cam dinging, grill-crackin' things.

WHAT HE SEES

is a wave of larger, more powerful Sharkticons.

                    HOT ROD
          We can't hold out forever, but we can
          give them one whopper of a repair bill.

ANGLE ON THE SHARKTICONS

They charge Kup and Hot Rod Kup and Hot Rod fire into them,
destroying several, but are.... ... Soon overrun. The
Sharkticons crawl all over them, munching on their metal.

SUDDENLY --

                     DINOBOTS (O.S.)
               (WAR WHOOP)

ANGLE ON THE DINOBOTS

They fly down and land on the pile, transforming into Dinobot
mode.

ASSORTED SHOTS OF DINOBOT CARNAGE

SLUDGE in brontosaurus mode, swats several around with his
tail, while stomping them with his feet.

                    GRIMLOCK
          Lowers his teeth to devour a much smaller
          Sharkticon, the Sharkticon bares his
          teeth, realizes that he's a second
          stringer, and scampers away.

                    GRIMLOCK
          Me Grimlock want to munch metal! Slag
          barrels into Sharkticons, making a quick
          shishkebob out of them, while...

Swoop picks two up with his claws, flies in the air and drops
them on other Sharkticons.

                    THE SHARKTICONS
          suddenly back off and begin transforming
          (bowing) to the dinobots.

                                                             75.



ANGLE ON ALL

Kup and Hot Rod dig themselves out of a pile of Sharkticon
parts.

                       HOT ROD
             I never thought I'd be so happy to see
             those big bozos.

ANGLE ON GRIMLOCK

He turns to Hot Rod.

                       GRIMLOCK
             Me Grimlock no bozo.   Me king!

ANGLE ON QUINTESSON JUDGES

They look down, their angry faces showing.

                       QUINTESSON JUDGE
             Sharkticons! Execute them.

ANGLE ON GRIMLOCK

He points to the Quintessons...

                       GRIMLOCK
             Me Grimlock say execute them.

                       THE SHARKTICONS
             for a brief instant, don't seem to know
             what to do. Then, they charge the
             Quintessons.

                       THE CHASE
             The Quintessons start to flee, but it's
             clear that the Sharkticons, who climb
             over the stacked bodies of other
             Sharkticons, are going to catch them.

                       KUP
             I think the problems on this planet will
             be solved very shortly.

ON HOT ROD

                       HOT ROD
             But what about our problems.    We need a
             ship.

                       WHEELIE
             WHEELIE You get a ship if I get a trip.

                                                             76.



ANGLE ON HOT ROD

He turns to the little, feral, robot.

                    HOT ROD
          Who are you.

SLAG AND WHEELIE

The dinobot lifts up Wheelie.

                    SLAG
          Him Wheelie, him friend.

                    HOT ROD
          HOT ROD He'll be mine too, if he can find
          a Quintesson ship.

ANGLE ON WHEELIE

He points into the distance...

WHAT WE SEE

is the strangest looking corkscrew ship   we've every seen
sticking out of the ground.

                    HOT ROD
          That's a ship?

EXT. THE SECOND MOON OF CYBERTRON

PAN ACROSS an enormous stockpile of weaponry as we hear the
terrible roar we have come to associate with Unicron.

                    SPIKE
          If this doesn't do it, nothing will.

ANGLE ON SPIKE

He sets a timer to 20 seconds.   The L.E.D. clicks down.

                    BUMBLEBEE
          now with a new bumpersticker which is a
          Unicron with a red circle and slash
          through it, looks very fidgety.

                    BUMBLEBEE
          Let's get out of here.

                                                            77.



BUMBLEBEE AND SPIKE

They run over to a small space ship as... ... The timer
counts down.

                          THE SPACESHIP
             takes off.

ANGLE ON THE SECOND MOON

Now, for the first time, we see what is really going on.
Unicron looms behind it, about to do the big munch.

ANGLE ON BUMBLEBEE AND SPIKE

They roar away.

                       ON UNICRON
             His mist surrounds the planet...

ON BUMBLEBEE AND SPIKE

They stop their ship in space.

                       BUMBLEBEE
             Five, four, three, two, one...

ON THE SECOND MOON AND UNICRON

BLAMMMOLA!

An incredible display of fireworks goes off, seemingly
blowing Unicron to smithereens.

ON BUMBLEBEE AND SPIKE

They slap palms. Then, they look up, horrified.

                       BUMBLEBEE
             It isn't even dented.

                       SPIKE
             Let's get out of here!

                       ON UNICRON
             The great Maw opens and we hear a grand
             cosmic roar! Suddenly, the smoke and
             space junk from the explosion are sucked
             into his mouth.

ON BUMBLEBEE AND SPIKE

They try to fly away.

                                                    (CONTINUED)

                                                            78.
CONTINUED:


                       SPIKE
             We're being sucked into it!

ANGLE ON THEIR SHIP AND UNICRON

Despite the fact that their thrusters are on full power, they
are still sucked into...

UNICRON...

Whose great mouth shuts when he's got the human and the
Autobot.

                                                         CUT TO:

DEEP SPACE - THE PLANET JUNKION

ANGLE ON ULTRA MAGNUS' SHUTTLE

as Arcee and Springer work on the ship, while Perceptor
watches.

                       PERCEPTOR
             Be sure the fittings are securely welded!

ANGLE ON BLURR

as he uses FLAME JETS FROM FINGER TIPS TO WELD joints where
new "canopy" is fitted

                       BLURR
                 (very fast, as usual)
             Absolutely, positively, definitely...

WIDE SHOT TO INCLUDE DANIEL

as he helps Blurr install a junk part.

                       DANIEL
             This exo-suit is fantastic!
                 (to Blurr)
             Want me to do that?

                       BLURR
             Weld? You? Really? Well, why not? Give it
             a try, but think it through first! Daniel
             knits his brow, extends FINGER OF EXO-
             GLOVE which is part of exo-suit.

CLOSE ON EXO GLOVE AND DANIEL'S HAND

as hand quivers and his finger shoots out a tiny flame which
sputters, sparks and then goes out like a wet match

                                                            79.



RESUME ON BLURR AND DANIEL

                    BLURR
          Practice, practice, practice!

WRECK-GAR AND JUNKIONS IN HIDING

Wreck-Gar starts to motion them to the attack, and the
Junkions ready their weapons.

                    WRECK-GAR
          Forward, avanti, apfel and like, go for
          gusto....
              (stops as OMINOUS ROAR comes
               from overhead and he looks up)

HIS P.O.V. - GALVATRON AND HUGE DECEPTICON FORCE

                    WRECK-GAR (V.O.)
          Hang on, this be industrial strength We
          watch...

                    ULTRA MAGNUS
          as he, too, hears and then looks up and
          sees the Decepticon force

                    ULTRA MAGNUS
          Decepticons!
              (to Springer)
          We've got to draw them off and then
          double back to the ship!

ANGLE ON CYCLONUS

with Galvatron piloting, races up and launches a particularly
nasty looking missile which streaks INTO SHOT and...

ANGLE ON ULTRA MAGNUS' SHIP

... BLAMMOLA!!!!!!!!!!!!!

Turns it into junk. Springer FIRES UP at INCOMING JETS,
calling to the others

                    SPRINGER
          Cancel that last order.

ON ARCEE, DANIEL, BLURR

as Arcee transforms and moves off in one direction.   Daniel
looks at Blurr who is starting to transform



                                                    (CONTINUED)

                                                            80.
CONTINUED:


                    DANIEL
          What do I do?

                    BLURR
          Transform! You can do...
              (TRANSFORMATION complete, he
               blurs off and, in V.O. adds)
          ...it!

Blurr GOES OFF outblurring past HAIL OF LASER FIRE from
Ramjet scorching by overhead

                    ON DANIEL
          as he reacts, looks around, thinks, brows
          knitting, looking off, reacting

                    DANIEL
          Transform....

HIS P.O.V.- SCAVENGER

Coming at him from one side, Shrapnel coming from the other
side

                    ON SCAVENGER
          as he starts reaching for Daniel

                    SCAVENGER
          Human germ!

                     ON DANIEL
          as his Exo-Suit SUDDENLY TRANSFORMS INTO
          auto mode and takes off and drives
          through...

...SCAVENGER AND SHRAPNEL, knocking them over.

                     DANIEL (V.O.)
          Wooooh!!

                    GALVATRON
          flies up to a ridge in advance of his
          forces, motioning to them to split off
          and follow...

EXT. JUNKION - THE CHASE

BIRD'S EYE VIEW - THE AUTOBOTS

They dash through the maze-like walls of junk, pursued by
Sweeps, who strike them from above...



                                                   (CONTINUED)

                                                            81.
CONTINUED:


                    SWEEP
          He lets out a rayblast...

ANGLE ON PERCEPTOR - TRACKING

... Hitting Perceptor and spinning him around... ... Until he
stumbles to the ground.

ANGLE ON PERCEPTOR AND ULTRA MAGNUS

... Perceptor lies on the ground, stunned. ...     Ultra Magnus
stops next to him...

                       ULTRA MAGNUS
          Perceptor!

... Suddenly, shots tear into the junk all around them as...

ANGLE ON A SWEEP

ROARS towards them...

ANGLE ON PERCEPTOR

He suddenly transforms to cannon mode and fires! ...   Blowing
the sweep to protons.

                    ON PERCEPTOR
          He transforms to humanoid mode.

                    PERCEPTOR
          It appears that my lacerations were
          primarily superficial.

                    ULTRA MAGNUS
          Then move it...

ANGLE ON PERCEPTOR

He takes off.

                    ULTRA MAGNUS
          Stays behind, taking a few shots at...

                    SWEEPS
          which streak over in deadly formations.

                    ULTRA MAGNUS
          He stands and shoots.

                    SPRINGER (O.S.)
          Ultra Magnus!


                                                    (CONTINUED)

                                                          82.
CONTINUED:


Ultra Magnus turns to see...

THE OTHER AUTOBOTS

several yards down the junk-lined corridor.

                       PERCEPTOR (O.S.)
             Your estimated survival time is 10
             seconds.

ANGLE ON ULTRA MAGNUS

He shoots at the junk walls.

                       ULTRA MAGNUS
             Then use that time to escape! The Matrix
             was designed for an emergency like this.
             I'll try to unleash its power.

                       SPRINGER
             But what if it doesn't work.

                       ULTRA MAGNUS
             Until all are one!

THE OTHER AUTOBOTS AND JUNK WALLS

Ultra Magnus' ray hits the walls and they tumble down,
separating him from the other Autobots.

ANGLE ON ULTRA MAGNUS

His back to a wall of fallen junk, he pulls out the matrix.

ANGLE ON GALVATRON IN CYCLONUS

Galvatron pops out of Cyclonus and both transform, to land in
front of Ultra Magnus.

ANGLE ON ULTRA MAGNUS

Struggling to open the leadership matrix. He puts his hand
inside of it and gets a powerful shock! He pulls his hand out
quickly.

                        ULTRA MAGNUS
             Damn it!   Open it!

ANGLE ON GALVATRON

He laughs.

                                                             83.



ON ULTRA MAGNUS

He still struggles.

                    ULTRA MAGNUS
              (baffled)
          Prime, you said the Matrix would light
          our darkest hour.

ANGLE ON GALVATRON

Four sweeps fly TOWARD CAMERA in formation.    Galvatron pops
out a communication device from his helmet.

                    GALVATRON
          Sweeps, quarter him!

ANGLE ON THE SWEEPS - TRACKING

Four rope-like rays shoot out of them and...

ON ULTRA MAGNUS

wrap around his arms and legs.

ANGLE ON ULTRA MAGNUS AND THE SWEEPS

His arms and legs caught by the four ropes, he knows he's
just about had it. He struggles for one last moment, then...

ANGLE ON THE SWEEPS AND ULTRA MAGNUS

Pulling their rays taut, the Sweeps fly in four separate
directions, effectively drawing and quartering the Autobot
leader...

ON ULTRA MAGNUS

As all of his limbs are separated from his body and scattered
in the distance, he SCREAMS IN HORROR.

                    ULTRA MAGNUS
              (SCREAMS IN HORROR)

ANGLE ON THE MATRIX

It tumbles from Ultra Magnus' hands to... ... Galvatron's
hands!

ANGLE ON GALVATRON

He holds the Autobot Matrix.


                                                   (CONTINUED)

                                                            84.
CONTINUED:


                    GALVATRON
          Unicron, my "master," with this I shall
          make you my slave!

Galvatron gets into Cyclonus and flies off

                                                    DISSOLVE TO:

                    DANIEL
          as he moves out and looks down at Ultra
          Magnus' remains

                    DANIEL
              (tearful)
          Ultra Magnus!

ANOTHER ANGLE - BLURR, SPRINGER, ARCEE AND PERCEPTOR

as they move up beside Daniel.

                    BLURR
          Without the Matrix there is no hope.   No
          hope at all!

WRECK-GAR AND AN ARMY OF JUNKIONS

as they are moving in battle array towards the Shuttle.
Junkions are an interesting species. They ride themselves.
That is, the Junkions ride transforms of themselves, so that
if their vehicle breaks down, the driver will become the
vehicle, and the vehicle will transform to become the driver.
They are gibbering, singing almost a wild kind of junk-rock,
war-cry song which, like their language, is constructed of
bits and pieces of the museum junk of our culture - a
humorous aggressive song which makes a surreal kind of sense.
"Slice 'em dice 'em... And that's all folks or your money
back..."

                    ON WRECK-GAR
          as he roars into the lead and shows his
          teeth

                    WRECK-GAR
          Don't look behind door number two, Monty.
          It's time to play End-of-the-line-my
          valentine! Geroni-roni-doo-ron-ron-i-mo!
              (he charges)

ON SPRINGER AND OUR FRIENDS

as they react



                                                    (CONTINUED)

                                                            85.
CONTINUED:


                      SPRINGER
          Get gone!

Springer leads the way and Blurr, Arcee, Daniel and Perceptor
follow and we MOVE TO A ROAD WARRIOR STYLE CHASE as Springer
and Arcee ride on either side of Daniel and Perceptor with
Blurr bringing up the rear- - zig zagging back and forth to
keep the Junkions from getting at Daniel.

                    A JUNKION
          roars alongside Springer on his
          motorcycle and throws out laser barbed
          grappling hook, trying to hook Springer.
          Springer ducks first pass of hook.

                    ON JUNKION
          as he hurls GRAPPLING HOOK AGAIN

                    ON SPRINGER
          as he catches HOOK BY THE CHAIN AND YANKS
          IT

                    THE JUNKION
          goes flying off his motorcycle.,, He
          transforms into a motorcycle as The
          motorcycle transforms into a rider and
          hops on the new motorcycle and then...

...turns around to come back.

                    ON SPRINGER
          He looks over, astonished.

                    SPRINGER
          It's not hard to knock 'em down. It's
          getting them to stay down that's the
          trick.

                    ON ARCEE
          as she fires at a Junkion who is trying
          to swerve her off the road knocking him
          off the motorcycle... The Junkion looks
          down at his missing arm, digs around in
          the junk for a minute, comes up with
          another, and then transforms to a
          motorcycle.

                    ANOTHER ANGLE
          as Junkion rides over to her, starts
          belting her with junk sword

                    ARCEE
          They're indestructible!

                                                    (CONTINUED)

                                                              86.
CONTINUED: (2)


                    ON DANIEL
          as he skids, stopping his Exo-Suit as he
          reacts to what's ahead

                    DANIEL
          They're everywhere!

HIS P.O.V. - PILES OF JUNK

as Junkions arise out of every junk pile in sight and,
gibbering, singing their junk-rock battle song, start moving
in

                    ON SPRINGER
          as he stops and Arcee, Daniel, Perceptor
          and Blurr stop around him. They close
          ranks and look out at the Junkions grimly

                    PERCEPTOR
          Perhaps they're not as vicious as they
          look.

                    ON WRECK-GAR
          as he gnashes his teeth and grins and
          then BLINKS HIS EYES which roll to show
          eyes like ping pong balls. Wreck-Gar
          makes blipping noises as he does this

                    ON SPRINGER
          reacting to Wreck-Gar's noises and
          eyeball display

                    SPRINGER
              (to Perceptor)
          Positive thinking gets    on my nerves.
          Suddenly, all react to    sound and wind of
          passing space cruiser    their P.O.V- HOT
          ROD, KUP AND DINOBOTS    IN CRUISER as it
          shoots past and banks,    coming back for a
          closer look

                    SPRINGER (V.O.)
          It can't be....it's.....Hot Rod!     He's
          alive!

                    DANIEL
          as he looks up at passing Cruiser and
          waves

                    DANIEL
          And Kup and the Dinobots!    We're saved!



                                                      (CONTINUED)

                                                             87.
CONTINUED:


                    PERCEPTOR
          I wouldn't count on that!
              (indicating Junkions)

HIS P.O.V. - EVEN MORE JUNKIONS ARISING OUT OF THE JUNK HILLS

as Junkions newly risen from Junk look up and point at
Cruiser and make hostile signs toward it, shaking weapons,
etc.

INT. THE CRUISER   - MOVING SHOT - VIEW THROUGH CANOPY

Hot Rod and Kup look down on the army of Junkions below
surrounding their friends as they SWOOP BY

                    KUP
          Not since the Crocodillos of Strontero
          have I seen such a sight....

ANOTHER ANGLE GRIMLOCK

as he sticks his face up next to Hot Rod. Wheelie, riding on
Grimlock's head, slips down to stand on console next to Hot
Rod

                    GRIMLOCK
          Maybe they make me king, too!

                    KUP
          Don't hold your breath, your majesty.

                    WRECK-GAR
          as he watches Cruiser descend and start
          gliding in for a landing

                    WRECK-GAR
          Steady as she goes, mob! Snoopy visitors
          get mud in the eye bye and bye, and film
          at five!
              (gives thumbs up sign, RIDES
               OFF)

                    JUNKIONS
          Everything must go by midnight! With a
          SINGING ROAR of musical, tribal
          excitement, the Junkions sweep Springer
          and our friends along with them,
          following course of landing Cruiser to

CRUISER LANDING SITE

Cruiser sets down and Junkions line up with weapons aimed at
rampway as they watch door

                                                    (CONTINUED)

                                                              88.
CONTINUED:


                       ON DOORWAY
             as Hot Rod steps out with big smile and
             hand full of energon sticks followed by a
             very wary Kup, and the Dinobots with
             Wheelie riding Sludge's neck.

INTERCUT TO SPRINGER, DANIEL, ARCEE ET. AL FOR REACTIONS

ON WRECK-GAR AND OTHER JUNKIONS

as they react to hot Rod's smile, Wreck-Gar trying to mimic
that smile to his followers who laugh

ON HOT ROD

as he steps up beside Kup and gently pushes Kup's rifle aside

                       HOT ROD
                 (aside to Kup, still holding
                  smile)
             Guns aren't exactly friendly.

                       KUP
                 (through his teeth to Hot Rod)
             Neither are they in case you haven't
             noticed.

                       HOT ROD
                 (sotto)
             What was the Universal greeting again?

                       WRECK-GAR
             growls and slips a SNIPPER, BLOW TORCH
             CUTTING TOOL out of a holster and starts
             toward Hot Rod with it

                       HOT ROD
             HOT ROD
                 (big smile)
             Bah weep graaaagnah wheep ni ni bong?

WRECK-GAR AND OTHER JUNKIONS

They look at one another, blink, then beam with smiles

                       WRECK-GAR
             Bah weep graaaagnah wheep ni ni bong?

                       HOT ROD
                 (nodding, smiling)
             Bah weep graaaagnah wheep ni ni bong?
                       (MORE)


                                                      (CONTINUED)

                                                          89.
CONTINUED:
                    HOT ROD (CONT'D)
              (presses energon sticks
               forward)
          As Hot Rod says this...

...Wreck-Gar takes the energon sticks and holds them over his
head and... ...all the Junkions smile and cheer and start
chanting the universal greeting phrase, laughing, clapping
their hands and dancing around, taking Arcee's hand and...
... taking Springer and Perceptor and Daniel out into center
of a square dance type gathering, moving back and forth with
them dancing happily, singing the universal greeting in a
melodic, rhythmic way

                    EVERYBODY
          Bah weep graaaagnah wheep ni ni bong Bah
          weep graaaagnah wheep ni ni bong! Bah
          weep graaaagnah wheep ni ni bong....

                    WRECK-GAR
          hugs Hot Rod, and Perceptor who winces
          and tries to enjoy it, and then hugs
          Daniel, Wheelie, Arcee, laughing and
          dancing as SINGING goes.

                    ON GRIMLOCK
          as he reacts to Wreck-Gar kissing his leg

                    GRIMLOCK
          Yuck! Me Grimlock, not a kisser!   Me,
          Grimlock, a king!

                    WHEELIE
          claps his hands and gleefully makes
          noises as he hops about, dancing with
          Junkions until we CUT TO

                    WRECK-GAR
          as he stands on top of platform and RINGS
          JUNK BELLS AND SIRENS getting silence and
          smiling as he waves hands all around

                    WRECK-GAR
          Have a nice day and please, close cover
          before striking, friends! Amigos, buddies
          and side kicks, Breep drit, aw rootie! So
          say the Junkions!
              (holds hands over his head)

ANGLE ON HOT ROD

He looks at them, strangely.

                    HOT ROD
          Where did you learn to talk like that?

                                                            90.



ANGLE ON WRECK-GAR

He reaches into his body, and about where a heart or some
other organ would be, he pulls out a Watchman.

                    THE WATCHMAN
          On it is a crazy Eddy-type commercial.

                    WRECK-GAR
          We talk T.V. You talk some T.V.?

                    KUP
          looks around nervously.

                    KUP
          I talk some TV. And now, Hot Rod for the
          news. Don't touch that dial. Void where
          prohibited. JUNKIONS cheer wildly while
          the Dinobots react with uncertainty

RESUME ON WRECK-GAR

as he points off and shouts happily.

                    WRECK-GAR
          By George kimosabes your smashed up,
          blotto friend, soon like brand new with
          ninety day warranty all iciban parts and
          labor is!

HIS P.O.V. - JUNKIONS WITH ULTRA MAGNUS

The Junkions move Ultra Magnus' mangled body through an
amazing assembly line, quickly piecing together his body
parts, using junk when they can't find a part. Then, they
lube him, dust him, spray him and polish him. Then, Wreck-Gar
hits a switch, and Ultra Magnus' eye lights go on.

                    WRECK-GAR
          Happy motoring! Cock-a-doodle-do!

ON ULTRA MAGNUS

as he steps away from Junkion line of reconstruction and into
group consisting of Hot Rod, Kup and Springer.

                    SPRINGER AND OTHERS
              (Ad lib jubilation)
          Ultra Magnus!

                    ULTRA MAGNUS
          You're all alive...


                                                   (CONTINUED)

                                                           91.
CONTINUED:


                    HOT ROD
          The matrix!

All turn to Ultra Magnus.

                    ULTRA MAGNUS
          It's gone...

                    KUP
          And with it, all hope.

                    HOT ROD
          No...
              (inspired)
          The matrix will not fail us.

                    ARCEE
          Didn't you hear Ultra Magnus. We don't
          have it anymore. Galvatron does.

                    HOT ROD
          Then we've got to trust in ourselves, and
          no matter what they odds, destroy
          Unicron.

                    ON WRECK-GAR
          His eyes light up.

                    WRECK-GAR
          Yeah! Destroy Unicron... Kill the grand
          poobah.... Flush cosmic troubles down the
          drain.

ANGLE ON JUNKIONS

                    JUNKIONS
              (almost chanting)
          Destroy Unicron... Kill the grand
          poobah... Flush cosmic troubles down the
          drain.

ANGLE ON SPRINGER

The Quintesson ship in the BACKGROUND.

                      SPRINGER
          Listen,   I don't want to rain on anybody's
          parade,   but how are we going to move the
          army to   Unicron. We don't have enough
          room on   that ship.




                                                   (CONTINUED)

                                                             92.
CONTINUED:


                    WRECK-GAR
          No fuss, no muss.
              (to others)
          Hurry, hurry. Sale must end! Rush right
          on down to bridge and test drive latest
          with no obligation.

Suddenly, several Junkions scramble to concealed doorways in
the Junk.

                    ULTRA MAGNUS
          You have ships here?

                    WRECK-GAR
          New, improved Junkion planet, is sleek
          sexy import with turbo handling.

                    SPRINGER
          What's he talking about?

ANGLE ON QUINTESSON

Suddenly, boosters fire from the back side of the junk, and
somewhere under all of the junk, we realize is a real space
ship. Maybe the junk is the space ship. It takes off, bits
and pieces of junk flying off as it moves.

                    SPRINGER
          This is what I call traveling in style.

                                                    DISSOLVE TO:

LONG SHOT- UNICRON

as Galvatron stands on the surface of Unicron, holding the
Matrix.

                    GALVATRON (V.O.)
          Listen to me, or suffer the consequences.

                    UNICRON
          Aren't we getting pompous?

                    GALVATRON
          I now possess that which you most fear.
          Unicron LAUGHS and the force of it rocks
          the surface of the planet, knocking
          Galvatron to his knees.

                    GALVATRON
          You will do my bidding, or... Unicron
          roars with laughter.


                                                    (CONTINUED)

                                                             93.
CONTINUED:


                    GALVATRON
          ...taste my wrath.

He leans down and starts trying to open the matrix.

ANOTHER ANGLE - FAVORING GALVATRON

IN THE BACKGROUND, we see Cybertron getting closer. Galvatron
struggles with the Matrix, but gets a big shock.

                    UNICRON
          You underestimate me Galvatron.

ANOTHER ANGLE - GALVATRON ON UNICRON

He desperately struggles to open the matrix. The planet
suddenly starts shaking. Galvatron is bathed in a reddish
light, and looks up in horror!

ANGLE ON UNICRON

A hideous transformation is beginning. The surface of the
planet in front of Galvatron opens up, and we see that the
hideous light comes from eyes set on a hideous head!

GALVATRON AND UNICRON

Galvatron is maybe the size of a single tooth on the horrible
head before him.

                    UNICRON
          For a time, I considered sparing your
          measly little planet, but now you shall
          witness its dismemberment!

ANGLE ON GALVATRON

Suddenly, the ground he stands on drops away, and he falls
through space... ... Landing on a protruding plate which
sticks out of Unicron's chest.

GALVATRON - CLOSE

He looks around himself in horror and lets out a loud scream
as he realizes the unimaginable horror that surrounds him.

ANGLE ON UNICRON - LONG SHOT

The massive planet transforms, arms and legs fold out of the
enormous body, hands unfold from the arms, jets from it's
back propel it towards... ... Cybertron, which, now looks
lonely and vulnerable in space.

                                                             94.



ANGLE ON GALVATRON

He stands on a ledge on Unicron and desperately tries to open
the matrix, but no cigar.

                     GALVATRON
          No!!!

ANGLE ON CYBERTRON

Unicron enters shot and grasps at Cybertron with a hideous
claw...

ANGLE ON A TOWER ON CYBERTRON

Shockwave talks into a communications device, as alarms sound
and troopers run everywhere.

                    SHOCKWAVE
          Decepticons...we're under
          attack...Scramble - Then his voice is cut
          off as...

SHOCKWAVE'S POV - OUT HIS WINDOW

Unicron's hand reaches towards the window, squeezes, and the
walls crash in.

SPACE - UNICRON AND CYBERTRON

Unicron tears off the tower and crushes it as...

A FLEET OF DECEPTICON SHIPS

streak out of Cybertron and begin firing on the enormous
planet. Here, we see the true scale of Unicron. The fighters
are the size of bees as they attack.

ANGLE ON UNICRON

He looks down on the swarm of fighters and... ...Breathes
fire down on them. The fighters POP and burn like popcorn in
a blowtorch. In moments they disappear like sparks from a
fire.

ANGLE ON CYBERTRON

Decepticon troopers man a massive gun emplacement as... ...
Unicron's huge hand reaches down... ... scraping buildings
and... ... tearing out gun emplacements.

                                                             95.



ANOTHER ANGLE- UNICRON'S FACE

as he puts his face down so his mouth will receive all the
rockets, laser blasts, etc.

THE DECEPTICON DEFENDERS

are silhouetted like ants in the foreground as Unicron OPENS
HIS MOUTH and swallows the fire barrage

                     GALVATRON
           GALVATRON Stop feeding him, you fools!

ANGLE ON UNICRON AND CYBERTRON

As yet more Decepticon fighters rip out of the planet, it
looks like Unicron is going to have a field day tearing it
apart.

                                                        CUT TO:

EXT. SPACE - SAME TIME

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

                     HOT ROD
           I don't believe it.

INT.   THE QUINTESSON SHIP - SAME TIME

Hot Rod, Kup, Springer, Arcee and Daniel as they also look
through canopy, astonished

                     DANIEL
           Wow!

THEIR P.O.V. - UNICRON Destroying CYBERTRON

                     HOT ROD (V.O.)
           Doesn't it remind you of something, Kup?

RESUME ON KUP, DANIEL AND HOT ROD

as they MOVE CLOSER STILL. Kup is glassy eyed.

                     KUP
               (entranced)
           Nope, never seen anything like it.




                                                    (CONTINUED)

                                                             96.
CONTINUED:


                    HOT ROD
          I knew there had to be a first time....
              (using intercom)
          Battle stations!

LONG SHOT- HOT ROD'S CRUISER AND THE JUNKION SPACE SHIP

as hatches open and the Dinobots start FLYING OUT.

INT. - CRUISER

Hot Rod shoves joystick forward and Cruiser DRIVES TOWARD
UNICRON whom we see turn to take a swat at it through glass
canopy

ON JUNKION SPACE SHIP

as it pulls up beside Hot Rod's Cruiser so they are both in a
line.....The Dinobots behind both ships ...all diving toward
Unicron's nose

INT. JUNKION SHIP - WRECK-GAR AT CONTROLS

As Wreck-Gar also has joystick shoved down and watches
Unicron's face loom closer, closer, closer

LONG SHOT- CRUISER, JUNKION SHIP AND DINOBOTS IN FORMATION

as Unicron smiles and cups both hands together, preparing to
catch the lot of them as soon as they get within reach

                    UNICRON'S CHEST
          Galvatron, the matrix hanging around his
          neck. Transforms to Cannon and fires up
          at... ... A bright panel on Unicron's
          chest...

BLAAAM!

He hits the panel and lights and sparks fly out, causing the
gigantic robot to flicker momentarily.

ANGLE ON UNICRON

The monster lets out a ROAR! Then, reaches down, picks up
Galvatron and drops him into his mouth like a raisin.

ANGLE ON GALVATRON

He drops into the deep pit of Unicron's mouth, narrowly
avoiding both a torrent of fire, and his sharp, crushing
teeth.

                                                            97.



EXT. THE SPACE BATTLE - SAME TIME

As they Junkion cruiser comes close, Unicron lets out a burst
of fire... ... Flames lick the ship, but when the fire
subsides, nothing has happened.

                       WRECK-GAR (V.O.)
             Patented enamel resists fire, rain and
             corrosion. Five year warranty,
             satisfaction guaranteed.

                       OTHER JUNKIONS
             Or your money back!

The ship fires back, dumping rays into... ... Unicron's face,
but not really doing any damage.

UNICRON AND JUNKION CRUISER

Unicron grabs the Junkion cruiser with both of it's hands
and...

                       CLOSER
             ... tears it in half.

                       WRECK-GAR (V.O.)
             Unshakable, unbreakable, unbeatable. And
             for a limited time we include...

INT. CRUSHED JUNKION SHIP

As Ultra Magnus, Perceptor and the others watch in
amazement...

                       WRECK-GAR (CONT'D)
             Free bonus surprise!

                       JUNKIONS
             Free bonus surprise!

THE JUNKIONS RUN AROUND

welding things... ...screwing things together... ... and
kicking control panels to make them work...

EXT. SPACE

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

                       PERCEPTOR (V.O.)
             Most unscientific, but... effective.

                                                          98.



EXT THE SPACE BATTLE

As the Quintesson ship shoots toward Unicron's face.

                    THE CRUISER
          Is suddenly struck by a ray from
          Unicron's eye, and half of it is knocked
          off.

INT THE CRUISER

Lights go off, and the Autobots are thrown around like toys.

ANGLE THROUGH THE VIEWSCREEN

They are heading right to Unicron's eye.

ANGLE ON UNICRON AND THE CRUISER

Unicron swipes at the cruiser, but misses. The Cruiser
crashes right through Unicron's eye like a corkscrew!

                    UNICRON (V.O.)
          Graaaaaaaaaaa!

INT. UNICRON'S HEAD - SAME TIME

The cruiser rips through the eye socket and smashes through
several electrical membranes that are, in fact, Unicron's
brain.

ANGLE ON THE SHIP

As the ship tumbles through, it dumps off the various
Autobots like rubbish and disintegrates.

ANGLE ON HOT ROD

He tumbles out of the rubbish and down a deep pit (which we
can assume is a robotic sinus or something)

EXT. THE BRAIN AREA

Kup, Springer, Daniel and Arcee are scattered about the floor
in the giant, flickering chamber.

                    DANIEL
          Where's Hot Rod?

                    SPRINGER
          Sees something in the distance.



                                                 (CONTINUED)

                                                             99.
CONTINUED:


                       SPRINGER
             I don't know, but I hope they didn't get
             him.

WHAT HE SEES

Are dozens of hovering Robots that look like floating bear
traps, snapping their jaws as they drift slowly towards the
Autobots.

ANGLE ON THE AUTOBOTS

                          KUP
             Debugoids!

                        ARCEE
             Quick!   This way.

They run into a long, cave-like chamber which looks like the
central nervous system or something.

                                                         CUT TO:

INT. ANOTHER CHAMBER - LATER

Hot Rod drops through the darkness and lands in a pile of
miscellaneous junk.

ON HOT ROD

He slowly gets up and looks around the chamber.

WHAT HE SEES

Pan as Hot Rod looks over various different bits of junk,
until he sees the glowing shape of the Autobot Matrix
apparently suspended in mid air.

                       HOT ROD
             The Autobot Matrix!

Then, suddenly two red, burning eyes light up above the
matrix, and we see the hideous form of Galvatron.

                       GALVATRON
             It will do you no good, Autobot.   It
             cannot be opened.

ON HOT ROD

He stands up and walks towards Galvatron.



                                                     (CONTINUED)

                                                           100.
CONTINUED:


                    HOT ROD
          Not by a Decepticon.

ANGLE ON HOT ROD AND GALVATRON

Hot Rod steps towards Galvatron.

                    GALVATRON
          It is strange that we should find
          ourselves as allies...

                    ON GALVATRON
          Suddenly, his body is violently twisted,
          and his arms are almost broken off.

                      GALVATRON
          Uhhhh...

                    UNICRON
          Destroy him, or feel yourself torn from
          limb to limb.

                    GALVATRON
          Of course, my master!

ANGLE ON GALVATRON AND HOT ROD

Galvatron takes a shot at Hot Rod. ... Hot Rod dives away, as
electricity seems to flash everywhere.

                    ON GALVATRON
          He peers into the gloom.

GALVATRON'S POV   -   PANNING THE ROOM

Hot Rod is nowhere to be seen amidst all of the junk.

                    ON GALVATRON
          Weapon drawn.

                    GALVATRON
          Puny Autobot, you lack even Prime's
          courage. There is no response.

                                                        CUT TO:

EXT. SPACE - THE BATTLE

                    ASSORTED SHOTS
          Unicron now stands atop Cybertron,
          fighting the various ships that swarm
          around him like bees. ... Rays streak
          from his one good eye. ...
                    (MORE)
                                                    (CONTINUED)

                                                           101.
CONTINUED:
                    ASSORTED SHOTS (CONT'D)
          His hands smash fighters... ... Fire
          shoots from his mouth.

                    THE DINOBOTS
          Now reaching Unicron's butt, start
          kicking.

                    GRIMLOCK
          Me Grimlock kick Butt.

ANGLE ON UNICRON

Suddenly; he looks down, sending down a searing blast of
fire.

ANGLE ON THE DINOBOTS

They transform to robot mode and fly away.

                    GRIMLOCK
          Me, Grimlock, need new strategy.

                                                        CUT TO:

INT. THE CORRIDOR IN UNICRON -- SAME TIME

Kup, Arcee, Springer and Daniel dash down the corridor.
Suddenly, Daniel's foot is caught in a maze of wiring.

ANGLE ON THE OTHERS

Not noticing, they keep running.

ANGLE ON DANIEL

He tries to pull his foot out. No luck. Then, he looks up.

WHAT HE SEES

The Robotic Antibodies are drawing very close to him.

                    DANIEL
          He looks o.s. towards the others.

                      DANIEL
          Help...

ANGLE ON KUP AND ARCEE

They turn around and see Daniel about to be munched by the
antibodies.

                      ARCEE
          Daniel!

                                                            102.



ANGLE ON SPRINGER, KUP AND ARCEE

They dash down the corridor firing on...

THE ROBOTIC ANTIBODIES

Their shots hit some, knocking them to scrap, but there are
so many of them, that they can't hold back the tide as it...

ANGLE UNDER THE ANTIBODIES

Daniel, unscathed by the things, which hover over his head,
munching their way towards the Autobots, gets his foot free.

                       DANIEL
           I'm okay.    They don't even see me.

ANGLE ON THE AUTOBOTS

It looks like Custer's last stand as they are surrounded by
the vicious antibodies.

                      KUP
           They must not programmed to catch flesh
           creatures.

                     SPRINGER
           Us, on the other hand...

                     ARCEE
           Daniel... Try to find help! Arcee
           fires...

HER SHOT   - TRACKING

Misses the Antibodies, but strikes a large tube.

ANGLE ON THE TUBE

When it is hit, it pours a torrent of liquid which... ...
Goes over the swarm of Antibodies, but hits Daniel... ...
Carrying him away in a flood of glowing liquid.

ON DANIEL - TRACKING

He shouts as he finds himself in a river of flowing goo.

                                                      CUT TO:

                                                             103.



INT.   UNICRON - A FLOWING TUNNEL

Daniel    rips through what seem to be endless caves on the
torrent    of liquid, until he is dumped down a high waterfall
into...    .... A glowing lake. ... He stays under for a
moment,    and then bobs up to see...

                       UNICRON'S STOMACH
             This is the central processing area for
             Unicron's "food" and "energy." A long
             conveyer belt drops junk into a clear,
             bubbling vat, where it is separated into
             raw material and energy. The energy,
             which comes out in raw form, goes into a
             machine and is crunched into energon
             cubes, while the solid material, is
             separated into it's component metals and
             plastics, formed into ingots and sent
             elsewhere in an assembly line fashion.

                       DANIEL
             watches this with awe until he sees...

ANGLE ON THE ASSEMBLY LINE

... Several Decepticon troopers hanging from cables like
shirts at a dry cleaners are dropped into the bubbling vat,
and in moments converted to nothing... ... Then, Cliffjumper
and Jazz roll out of the line...

                       ON DANIEL
             He dashes to the shores of the glowing
             lake...

                       DANIEL
             Cliffjumper! Jazz!

And then Spike comes rolling down, followed by Bumblebee!

                          DANIEL
             Bumblebee!     Dad!

ON CLIFFJUMPER, JAZZ, AND SPIKE

They look down, but can't move because they are held by
massive pincers.

                       SPIKE
             Shut off the control, Daniel. Daniel
             looks around.

Then, he sees.


                                                      (CONTINUED)

                                                           104.
CONTINUED:


                       A CONTROL
          ..     which controls the whole thing.

                    ON DANIEL
          He runs up a catwalk towards it....

ANGLE ON DANIEL

He reaches the flickering panel.

                    DANIEL
          What do I do? It doesn't have any
          buttons or anything.

ANGLE ON SPIKE - TRACKING

He looks down.

                    SPIKE
          Shoot it, Son.

                    DANIEL
          But I don't have a gun.

                    SPIKE
          Use your exo-suit.

ANGLE ON DANIEL

He looks down at his hand and concentrates as hard as he can.
Then, a spark comes out. It grows longer.

ANGLE ON THE MACHINE

Spike and the Autobots are about to go in.

                       CLIFFJUMPER
          Hurry!

                    DANIEL
          Starts frying the command console!

ANGLE ON THE LINE

It keeps moving. Then, Cliffjumper is dropped in!

ANGLE ON DANIEL

He looks back, and to his horror sees Jazz, Bumblebee and his
father about to be dropped in. He keeps firing. The panel
starts exploding!



                                                    (CONTINUED)

                                                            105.
CONTINUED:


                     DANIEL
           I can't stop it!

ANGLE ON THE ASSEMBLY LINE

Jazz drops in, then Bumblebee, then Spike.

                     DANIEL
           turns around and sees this.

                     DANIEL
           Dad!

There is no answer. Play the moment. Then...

                     SPIKE
           Son.

ANGLE ON THE VAT

It is empty. The Autobots and Spike sit at the bottom,
smoking but alright.

                     SPIKE
           You did it!

                                                        CUT TO:

INT.   THE DARK CAVERN WITH GALVATRON AND HOT ROD

Galvatron, the Matrix at his neck, stalks around the room.
Looking everywhere for Hot Rod.

                     GALVATRON
           Come out, Autobot. We all must die
           sometime.

Suddenly, shockingly, Hot Rod jumps out of the floor and
grabs Galvatron, sinking his fist into the Decepticon's face.

                     GALVATRON
           stumbles backward.

ANGLE ON GALVATRON AND HOT ROD

Galvatron jumps at Hot Rod... ...   Hot Rod transforms to a
car and races away...

ANGLE ON GALVATRON

He transforms to cannon mode and fires... ... Hot Rod
transforms to humanoid mode and the shot goes through his
legs. ...   Then, he fires back at Galvatron... ...

                                                    (CONTINUED)

                                                            106.
CONTINUED:

Hitting him as he transforms back to humanoid mode and
angering him. .Raises his gun, then lowers it.

                    GALVATRON
          No, I will crush you with bare hands. Hot
          Rod transforms back to car and tries to
          race away... ... Galvatron jumps after
          him and catches him... ... Hot Rod,
          nearly pinned by Galvatron transforms to
          humanoid mode.

... Galvatron wrestles him to his back.. ... The Adolescent
Robot tries to fight back, but the other is stronger. ...
Galvatron puts his hands around Hot Rod's neck and starts
squeezing. ... We hear the crunching of metal.

                    GALVATRON
          First Prime, then Ultra Magnus and now
          you. It is a pity Autobots die so easily
          or I might have a sense of satisfaction
          now. Hot Rod desperately gasps and pulls
          at Galvatron's hands...

EXT. SPACE - THE BATTLE

Unicron shoots down more Decepticons with his remaining eye,
while he crushes the Junkion ship.

INT. THE JUNKION SHIP

The walls crush in.    The Junkions and the Autobots are   being
smashed together.

                    WRECK-GAR
          Ashes to ashes. Junk to junk.

INT. THE DARK CAVERN

Galvatron still strangles Hot Rod.

                       HOT ROD
          Gasps.

                       GALVATRON
          Die!

                    ANOTHER ANGLE
          On Hot Rod, his hands, nearly dead,
          spring to life for a moment and grasp the
          Matrix which hangs from Galvatron's
          chest.

                                                              107.



ANGLE ON THE MATRIX

Suddenly, it lights up.

                    ANOTHER ANGLE
          A miraculous transformation takes place.
          ... Hot Rod begins to grow at an
          alarming rate. ... Age shows on his
          face. ... He is stronger and wiser.

                    OPTIMUS PRIME
          Arise, Rodimus Prime.

                       HOT ROD
          Optimus!

ANGLE ON GALVATRON

He fires at Hot Rod as...

                       GALVATRON
          Nooooooo!

... Hot Rod gets up. ...    The shot doesn't even dent him.

                    HOT ROD
          This is the end of the road, Galvatron.
          With that, he picks up the Decepticon and
          throws him through...

EXT. UNICRON - SAME TIME

... Unicron's side...

                                                        CUT TO:

INT. THE DARK CAVERN

Hot Rod, bathed in the glow of the matrix. Sticks his hand
in the way we saw Galvatron and Ultra Magnus try earlier.
There is no shock. Then, like pulling the pin on a hand
grenade, he unleashes the spiritual equivalent of a bomb!

ASSORTED SHOTS -   INVASION OF THE MATRIX

The matrix rips through Unicron's body, blowing up wires
causing floods and generally causing havoc.

EXT. SPACE - THE BATTLE

Unicron suddenly lets out a scream and lets go of the Junkion
ship, sending it hurtling.

                                                             108.



INT. THE JUNKION SHIP

It tumbles through space.

AUTOBOTS AND JUNKIONS

(THEY SCREAM WITH EXHILARATION)

ANGLE ON UNICRON

Suddenly,    he starts tearing into his body.

EXT. SPACE

Unicron writhes in space, tearing himself apart, ripping off
a leg, and sending out sparks like a roman candle.

                                                          CUT TO:

INT. THE CORRIDOR WHERE KUP ET.AL ARE TRAPPED

They are overrun by the antibodies. One takes a whopper bite
out of Springer's chest.

                       SPRINGER
             I'm almost out of energy. Suddenly, he
             looks up and sees one of the creatures
             explode above

HIM.

Then another explodes, then another.

SPRINGER'S POV - A WALL OF ANTIBODIES

Suddenly, every antibody in the wall begins exploding, and
through the carnage, we see Bumblebee, Spike, Daniel,
Cliffjumper and Jazz.

ANGLE ON THE BATTLE

The last of the antibodies is blown away, and Kup, Arcee and
Springer sit up amidst a pile of antibody bodies.

                       SPRINGER
             That's what I call the nick of time.

ANGLE ON ALL

Suddenly, an entire wall vanishes as Unicron's hand tears at
things.



                                                      (CONTINUED)

                                                            109.
CONTINUED:


                    JAZZ
          Let's burn rubber!

ANGLE ON THE TUNNEL

They transform. The humans jump in.

THE CHASE - TRACKING

They race up the tunnel, one step ahead    of Unicron's hand
which shoots after them, pulling apart    what we know must be
pieces of his brain... Then, they reach    what seems like a
dead end. In fact, it is the back side     of Unicron's good
eye. The hand comes in after them!

ANGLE DOWN THE CORRIDOR

An unbelievably fast and powerful robot races towards the
Autobots. When it gets there, we realize that it is Rodimus
Prime.

                    KUP
          I knew you had potential, lad!

ANGLE ON RODIMUS PRIME

                    RODIMUS PRIME
          Autobots, transform and roll out. Rodimus
          Prime transforms into truck mode as the
          other Autobots also transform. Daniel
          and Spike jump into him. Then, in a
          continuous line, he shoots off, the other
          Autobots racing behind him.

                                                      SMASH CUT:

EXT. UNICRON

Rodimus Prime shoots out the second eye...    Followed by the
others.

ANGLE ON UNICRON

An arm and a leg dangle uselessly as the Autobot essence
spreads throughout the body, blowing circuits. Suddenly,
Unicron lets out a loud agonized ROAR. SPARKS seem to shoot
out of every part of his body. Then, he spins in space like
some kind of a fireworks display, shooting off sparks. And
then...

                                                         110.



BANG!

We get the big visual explosion.

                                                 DISSOLVE TO:

EXT. SPACE - MUCH LATER

Unicron's head orbits Cybertron. PAN to Cybertron where and
PUSH IN on Rodimus Prime, Arcee, Kup, Springer, Ultra Magnus,
Wreck-Gar, Daniel, Perceptor, Blaster and Spike watch
construction being done on Cybertron below.

                    RODIMUS PRIME
          Let this mark the end of the Cybertronian
          wars as we move forward to a new age of
          peace and happiness....

                    ALL
          Until all are one!

THE END