"THE TRANSFORMERS" by Dennis Skelton Dec 04, 2004 lowlifelenny@btinternet.com EXT. SPACE The cosmos. Humbling, impossible, beautiful. Among the stars, one beams brighter than the rest. As we draw nearer, we realize it is actually a PLANET: CYBERTRON. It looms. EXT. CYBERTRON SURFACE No natural elements or environmental conditions are apparent. The planet appears to be entirely mechanical as far as the eye can see. The bowels of this city-world are a surreal fuse of walkways and artificial landscapes where Escher meets Dali in monochrome ores. CYBERTRONIANS are bland, slender, human-shaped robotic life- forms. Their flowing organic movement is eerily familiar. They come and go, carrying this, pushing that. They could be slaves, were there any guards. The impression is of a high-tech clockwork ant farm of shuffling working stiffs. Everybody looks the same, walks the same, eyes dead. Nobody speaks. The magnificent COUNCIL DOME dominates Cybertron's capital city IACON. INT. IACON DOME - COUNCIL CHAMBER A large, dimly-lit hall houses the Cybertron COUNCIL. Giant STATUES of esteemed Cybertronians observe the proceedings. Five COUNCILMEN are seated in a large semi-circle high above a dais. A Cybertronian, OPTIMUS, approaches the dais. He is lucky enough to stand out among his peers, possessing spirit and intelligence. He even looks different, fashioned in bright red and blue. A symbol on each of the councilmen's platforms illuminates. We recognize two of these symbols from the popular toy line, THE TRANSFORMERS. Atop the middle platform sits a regal-looking Cybertronian, SIGMA PRIME, leader of the AUTOBOTS. The Autobot symbol decorates his chest. He's awesome. The occupant of the platform decorated with the other familiar symbol is impossible to recognize in the shadows, a cleverly-lit silhouette. OPTIMUS At last. Optimus extends his arm and opens his fist. In his palm is a coin-like PIECE OF METAL. It is intricately detailed, ornate. Nothing like the cold, functional technology of Cybertron. Optimus tosses it to the floor where it clatters with desired contrast. SIGMA PRIME You're certain? OPTIMUS Without question. This alloy is not of Cybertronian origin. COUNCILMAN #1 How exciting! COUNCILMAN #2 We're not alone in the universe! COUNCILMAN #3 Have experts been consulted? OPTIMUS With respect, Excellency, we are. SIGMA PRIME We have no doubt of your scientific expertise, Optimus, nor your enthusiasm. Sigma glances toward the shadowy figure. Strangely, Sigma's EYES glow BLUE. He turns to Optimus once more. SIGMA PRIME However, we cannot subscribe to such a radical theory. OPTIMUS We're on the verge of a great discovery. Don't let it pass us by. COUNCILMAN #1 (attitude changed, just like that) Perhaps now is not the time. COUNCILMAN #2 I doubt it is significant. The third councilman waves a disinterested hand. Optimus can't believe it. SIGMA PRIME We appreciate your effort, yet our world is efficient, satisfactory. We have no great need for discoveries, particularly of fanciful nature. OPTIMUS I am all too aware. SIGMA PRIME Knowledge is not a prerequisite for life, my friend. The experiment must end. I am sorry. Optimus picks up the artifact. He understands the weight of its significance even if he can't explain it. OPTIMUS Perhaps you are right. Perhaps I am wrong. I simply want to know. Sigma leans forward. His tone softens. SIGMA PRIME We each have our gifts, just as we have our responsibilities. Sometimes it is better to make sacrifices. Remember, Optimus -- It is not wise to dwell on the past. The lights fade. The councilmen are swallowed by darkness. Optimus stands alone, the only thing visible in the chamber, defeated. OPTIMUS But how can we learn from the past if we ignore it? COMMANDING VOICE (O.S.) Our past follows us like a shadow, Optimus. Optimus turns, trying to ascertain the direction of the voice. It seems to come from everywhere. COMMANDING VOICE (O.S.) They are wrong. You are right. It is absurd to ignore the fruits of discovery, futile to quash the ambition of youth. A pair of intense glowing EYES appraise Optimus from the gloom. The previously unseen councilman steps out of the shadows. MEGATRON, leader of the DECEPTICONS stands before Optimus. He is spectacular, a gleaming chrome giant. His features are intense and exaggerated, a walking Munch's scream, yet purposeful and controlled. Elegant, even. OPTIMUS M -- Megatron! Megatron scrutinizes Optimus with a look that misses nothing. MEGATRON Have we met before? OPTIMUS No, Excellency. In fact, it's my privilege to finally speak with you. I had hoped to hear your thoughts on this matter. MEGATRON An ancient tunnel to Cybertron's core. The possibility of uncovering our origins. (sold) Most intriguing. OPTIMUS It's there. It's real. MEGATRON Show me. INT. CYBERTRON CHASM A floating platform containing Optimus and Megatron flies down a huge vertical TUNNEL far below Cybertron's surface. Megatron inspects exotic-looking equipment from a container. OPTIMUS If we're caught, you may be removed from the council. I shall be assigned to labor. MEGATRON I shall take full responsibility. OPTIMUS You believe my theory? MEGATRON I do not disbelieve it. I believe in possibilities. I believe that whatever or whoever put us on Cybertron had better things -- great things planned for us. Things we may have forgotten in our complacent ways. Perchance you are one who believes in fate? Megatron has Optimus' full attention. MEGATRON Sigma Prime appreciates you, if the council does not. He has you in mind for his replacement. OPTIMUS I don't think I have what it takes. (full of admiration) I don't think anyone could replace Sigma Prime. Megatron laughs. MEGATRON I was once much like you. You are a historian. I was a physicist. OPTIMUS (bitter) In another life perhaps. Megatron takes a CHROME SPHERE from his container, twirls it in his hand. Mind elsewhere. MEGATRON Another life. Quite. OPTIMUS What is that? Megatron closes his fingers around the sphere. As he does, it SHRINKS many times in size. When he opens them again, the sphere retains its original size. MEGATRON An idea. He replaces it. MEGATRON I am but one councilman. Sigma Prime and his puppets... Their concerns are reflective of society. They value questions little and answers less so. I understand your hunger. May I? Optimus offers the artifact to Megatron. Megatron stares at it for a moment. MEGATRON Extraordinary. The platform lands at the bottom of the chasm. Megatron carries his box of tricks as the pair disembark. INT. CYBERTRON CORE Optimus leads Megatron to the end of a tunnel. OPTIMUS This is as far as it goes. From his container, Megatron assembles a long cylindrical device which he affixes to his left arm. He points it at the end of the tunnel. MEGATRON Stand back. A BEAM of energy blasts from the device, pulverizing the planet's 'crust'. Optimus shields himself from flying scraps of metal. The smoke clears and a HOLE is visible. The pair climb through. INT. CORE CHAMBER Megatron and Optimus survey a sparse, smooth-walled chamber. Against one wall is a strange-looking MACHINE. Megatron's eyes are riveted to it. Optimus is more taken with the strange alien SYMBOL above, which has been crudely carved into the wall. OPTIMUS Where are we? MEGATRON (mesmerized) The end of a great journey. Or... perhaps it is the beginning. Megatron does something with the machine. It comes alive with motion and light. The chamber suddenly SHAKES violently. Megatron's eyes sparkle. OPTIMUS What's happening? An orbital shift? MEGATRON No. (cold, meaning it) Goodbye. Megatron flees the chamber with his toys. Optimus is baffled. He follows. INT. CYBERTRON CHASM Optimus returns to the platform. Megatron has disappeared. The chasm shakes and debris falls from above. Optimus boards the platform and pilots it back to the surface. EXT. CYBERTRON SURFACE Optimus emerges from the tunnel and is stunned to see the skyline obscured by dense clouds, occasionally pierced by BLUE LIGHTNING. Powerful winds scatter debris. There are horrendous screeching noises as Cybertron is warped and torn by incredibly powerful forces. OPTIMUS By the Matrix! Optimus watches in despair as a small nearby communications tower is torn from its roots and tossed into space. An airborne building comes up from behind Optimus and strikes another building in front of him, cutting it in two. A screaming Cybertronian flies through the air, colliding with Optimus' platform. The platform tips. Optimus FALLS -- and lands on the deck of a huge flying VEHICLE. Fighting wind and debris, Optimus makes his way along the craft and enters an access hatch. The craft flies into space. We see it bears a large Autobot symbol. INT. THE ARK - NAVIGATION ROOM Optimus climbs down into a dark room. The ship rocks with turbulence. Optimus activates a console which opens a window. He is dismayed to see that the planet has been completely RIPPED APART! Continent-sized shreds of Cybertron hang lifelessly in space. OPTIMUS Cybertron... No... EXT. SPACE The craft moves through the debris. A strange BLUE CLOUD pulsing with light comes into view, centered amidst the wreckage. Occasional STREAKS OF BLUE LIGHTNING lick out from the cloud towards the nearer chunks of planet. INT. THE ARK - NAVIGATION ROOM Optimus notices he is not alone. An AUTOBOT sits slumped in a chair, not moving. Optimus notices the Autobot is disfigured. Optimus nudges the Autobot, which slumps further, DEAD. INT. THE ARK - CORRIDOR Optimus moves through the ship. DEAD AUTOBOTS are scattered like trash. Everywhere Optimus goes, more dead Autobots lie smoking and smashed. Optimus inspects his comrades, recognizing some. OPTIMUS Jazz... Ironhide... INT. THE ARK - COUNCIL QUARTERS Optimus enters a large room. A domed ceiling window offers a view of the stars. In the center of the room lies SIGMA PRIME. OPTIMUS Excellency! Optimus rushes to Sigma's side. He has been mutilated. The entire side of his FACE is missing, revealing complex workings beneath. He is malfunctioning and doesn't seem to acknowledge Optimus. OPTIMUS Excellency, can you hear me? SIGMA PRIME Terrible... He remembers... OPTIMUS Excellency, what happened? SIGMA PRIME Signal... No time... Sigma's hand flails in the direction of a CONTROL PANEL. Optimus investigates. A large BUTTON flashes. He pushes it. It begins emitting a garbled electronic SOUND. Sigma gasps in pain and Optimus returns to his side. SIGMA PRIME Find them... Hurry... The control panel violently fizzles and goes dead. OPTIMUS Excellency, the distress signal! It is inoperative! SIGMA PRIME Find them... The Children... Sigma Prime points upwards to the stars beyond the domed window. Optimus' eyes follow Prime's finger and wonder what he is pointing at. OPTIMUS Children? SIGMA PRIME Children of Cybertron... Sigma Prime's hand reaches for Optimus. Optimus clasps it and sees something peculiar: a REPLICA OF THE SYMBOL he discovered beneath Cybertron, CARVED in the same crude manner into Sigma's palm. Optimus is stunned. Sigma Prime's eyes finally focus on Optimus, full of sorrow and regret. SIGMA PRIME Find them... Optimus despairs. Sigma touches the battered Autobot insignia on Optimus' shoulder. SIGMA PRIME The Ark will look after you. Sigma Prime's eyes dim. He DIES. A SIREN sounds. the Ark's AI CPU, TELETRAAN 1 speaks. TELETRAAN 1 (O.S.) Hull integrity compromised. All doors and elevators sealed. Preparing for emergency stasis. The door to the chamber slides shut. Lights die. The hum of the craft stops. Artificial gravity fails. Optimus cradles the dead Autobot leader in his arms. DISSOLVE TO: The same scene later. The room is frosted. Loose apparatus floats. The only light is from the stars. Optimus has not moved. His eyes are not lit. EXT. SPACE A series of shots depict the sleeping Ark adrift in cold bleak space. INT. THE ARK - CPU CORE STATION TELETRAAN 1, a large pillar of complex computing power, sits in the center of the enormous CPU station. Ice crystals glimmer prettily in zero-gravity ballet. Underneath the frost, controls and screens illuminate as Teletraan 1 boots up. TELETRAAN 1 E-Type proximity orbit confirmed. Preparing for atmospheric entry. EXT. SPACE the Ark is in orbit around a familiar-looking green and blue PLANET. The craft starts to BURN. INT. THE ARK - CPU CORE STATION The ice crystals stop moving. They drift upwards in formation as gravity returns to the craft. EXT. EARTH ATMOSPHERE the Ark spins through the planet's atmosphere. Pieces break off in showers of sparking molten metal. The flaming hulk screams towards the planet. EXT. JUNGLE - DAY A dormant VOLCANO protrudes from lush foliage. There is no sound. No movement. The Ark plummets from the sky like a fiery stone, trailing thick black smoke. the Ark SLAMS INTO THE VOLCANO. The ground shudders violently. Chunks of rock are thrown into the air. A huge dust cloud engulfs the site. Dust clears. The Ark has lodged itself deeply inside the volcano. A tiny SATELLITE PROBE flies out of the volcano and speeds off into the sky. The Satellite flies over a variety of stunning jungle locales. It almost seems to be enjoying itself in this strange new world when a TYRANNOSAURUS REX snaps its enormous head out from the treetops and tries to pluck the Satellite from the sky. The Satellite deftly maneuvers away from the enormous jaws. We see a series of images: The Satellite in the branches of a tree watching a family of STEGOSAURS. The Satellite flying in formation with PTERODACTYLS. The Satellite spies a CHAMELEON changing color. It bags a careless bug. The Satellite's POV, overlaid with high-tech analysis data, observing a BUTTERFLY emerging from its PUPA. The Satellite swimming, surprised by MANTA RAYS emerging from the sea bed. The Satellite observing an unfortunate bug falling prey to a VENUS FLY TRAP. The Satellite buzzing round the Greek horse outside Troy at dawn. The Satellite observing a huge and vaguely Megatron-like medieval knight battering warriors with a CHAIN-MACE. The faceless knight stares at the Satellite. The Satellite observes warfare, weaponry, vehicles, Japanese toy robots and miscellaneous technology leading up to the present day. The last thing the Satellite sees is a sunflower-yellow FREIGHTLINER COE TRUCK CAB with trailer, gleaming in brilliant sunlight. There is something wonderful about this image. EXT. ARK CRASH SITE - DAY The weathered Satellite zooms home to the Ark. The tropical jungle has become a ROCKY WASTELAND. INT. THE ARK - CPU CORE STATION Teletraan 1, still encapsulated in ice, crunches huge streams of data from the Satellite. 65 million years worth of images flash strobe-like on scores of frosty monitors around the station. The ice around Teletraan 1 splinters and explodes as pairs of long spider-like arms unfold from its 'torso' and stretch luxuriously. INT. THE ARK - RECONSTRUCTION CHAMBER The chamber is a large cylindrical space, around the edge of which are levels of compartments containing the damaged CYBERTRONIANS like mummies in a tomb. In the center, Teletraan 1 ascends. We see a montage of Teletraan 1's appendages fixing, making, cutting, welding. Parts of Cybertronians are put together: hands, arms, legs, and also some cryptic views of what look suspiciously like (but couldn't possibly be, surely) parts of EARTH VEHICLES: an engine here, a tire there, wing mirrors, aerofoils. The pace of work gains momentum, until there is a final explosive flash of sparks, and abrupt blackness. FADE IN: CLOSE-UP of a polished AUTOBOT INSIGNIA on RED ALLOY. FADE OUT. FADE IN: CLOSE-UP of a polished DECEPTICON INSIGNIA on CHROME. FADE OUT. EXT. STREETS - DAY A pair of hands attempt to "transform" a key-ring-style mini-Chinese Box puzzle. LENNY (O.S.) Oh man! The hands belong to LENNY WELCH, 24, sitting in a dusty car while someone works under the hood of the vehicle, which is parked by a fast food restaurant. SPIKE WITWICKY, 22, pops his handsome face out from behind the hood. At a quick glance both young men resemble little more than burnout slackers, but Spike's expression is keen and alert. SPIKE Try it now, Houdini. LENNY You're putting me off. I've almost got it. SPIKE Why do you persevere with something that causes so much distress? LENNY Dunno. Why do people watch Cleveland play? SPIKE Deep. LENNY I don't have to be deep. Got an amazing gig coming up. Make monster trucks look like Hot Wheels. Lenny nearly drops the puzzle. SPIKE You've got big hands and no patience. You're getting old. LENNY Damn! Lenny is back where he started with the puzzle. He tosses it to Spike in frustration. LENNY You try, genius. Spike studies the puzzle, and gives it a few twists. Solved. He tosses it back to Lenny. LENNY Why the hell are you still in this town? Some guy out there is popping Sweet 'n' Low in your NASA mug. SPIKE Because I get to hear your jokes all day. LENNY Then I guess diplomas aren't everything. SPIKE They ain't. They both hear it before they see it: A WHITE PORSCHE with a NUMBER '4' on its hood vooms past in a translucent streak of white. Lenny's mouth is agape. SPIKE You look like you just saw a ghost. LENNY I saw a challenge. SPIKE Let's get him. LENNY Your dad's gonna crap melons. Spike smiles. SPIKE Yeah. Spike dives in and starts the car. It GROWLS with finely- tuned power. They tear off in pursuit. The Porsche burns rubber with what seems like reckless disregard for safety. Spike is not far behind. SPIKE We'll catch him sooner or later. LENNY I've got twenty bucks on later. Unless he stops for free birdseed, he's gonna ruin your reputation. SPIKE That hurts. LENNY You'd just better hope this guy isn't in the race -- he's competition. SPIKE You make it sound like there is such a thing. Spike expertly bombs the car in pursuit of the Porsche, but he's fighting a losing battle. SPIKE Okay so maybe Barry Newman here knows how to beat the lunch queue but he's no match for Spike Witwicky -- A SCHOOL BUS pulls out at a crossing in front of the Porsche. The Porsche makes an impossible turn, forced off-course. SPIKE Whoa! LENNY Nice driving. SPIKE Nice if you want a career printing license plates. LENNY I don't see you qualifying for driver of the year, neither. SPIKE Not legally, no. The Porsche picks up speed but is hindered by traffic. Spike is slowly catching up. LENNY Speaking of plates... He don't seem to like them too much. SPIKE Let's get a look at this punk. Spike's car gradually creeps up alongside the Porsche. He leans out of the window yelling as they approach. SPIKE HEY! HEY! Spike's eyes stare wide in disbelief. We see a close-up of the Porsche's interior through its open window. IT HAS NO DRIVER. Its steering wheel twitches happily of its own accord. SPIKE Holy shit! LENNY What is it? Hey, look out! Spike is straying from the road. He CRASHES into a tree! Stopped. Spike and Lenny are unhurt. The normally cool Spike looks seriously unnerved. Lenny claps him on the shoulder. LENNY You look like you just saw a ghost. Spike wheels his bug-eyes on Lenny. EXT. COLLEGE - DAY A TOW TRUCK carrying Spike's smashed car stops by the college. Spike gets out, carrying a LAPTOP COMPUTER. The truck departs. Spike enters the college. INT. COLLEGE CAMPUS - DAY Spike wanders the site, wary, as if he shouldn't be there. INT. COLLEGE CAMPUS - MOTOR SHOP - DAY In the shop, students tune cars, operate computers. Spike enters and connects his laptop to a lathe. The laptop shows an engine part as the lathe fashions it. He takes the part and is about to leave when he notices a grimy but stunning GIRL of similar age next to what looks like a rig engine, scribbling notes. SPIKE You know, with your looks and my brains, our kids could make Boilersuit Illustrated. GIRL (noticing Spike) Ah, but what if they were born with your looks and my brains? Spike notices the engine in front of her. SPIKE I'm guessing you didn't pluck this bad boy off the convoy tree. GIRL You're no hunchback either. SPIKE You like rigs? GIRL I like rigs. SPIKE So how about a rigorous -- VOICE (O.S.) Explanation? Spike turns and is confronted by the grouchy SHOP LECTURER. He marches Spike outside. INT. COLLEGE CAMPUS - CORRIDOR - DAY LECTURER How many times, Witwicky? This isn't your personal bodyshop. Need I remind you that you haven't been a student in this college for three months? SPIKE Has it been that long? Time flies when you're having fun. LECTURER You're a smart guy, Witwicky. You coulda been something, but you threw it all away. You're a bad example to these kids. I don't want to see you in here again. The lecturer leaves Spike to think things over. INT. WITWICKY HOUSEHOLD - HALLWAY - NIGHT Spike enters his home. DANIEL (O.S.) Spike? SPIKE Yo. DANIEL "SPARKPLUG" WITWICKY walks in. A bold but cordial- looking guy in his fifties. Big and nerdy at the same time. He occasionally jabs a soldering iron at a piece of circuit which is too interesting to tinker with while sitting. We'll call it the ELECTRO MODULATOR. DANIEL Rough day? SPIKE Yeah. DANIEL What's up? SPIKE Nothing. DANIEL I like to think I've raised you well, but I don't remember the part where I warned you of the unforgivable sins of talking to dad. You could bed Princess Stephanie and I wouldn't get to hear it. Daniel zaps the circuit. DANIEL You haven't, have you? SPIKE No. DANIEL So what's up? SPIKE You ever see something that you just couldn't explain, even though it's right there in front of you? DANIEL Yes. Linedancing. Why? SPIKE I don't know. Maybe I've been losing sleep. I'm gonna crash. Momentary hesitation from Spike at his verbal faux pas. DANIEL Tell me. SPIKE Today I saw a centerfold Porsche doing ninety that didn't have a driver. DANIEL You don't need sleep. You need felt pens and special sleeves. Spike makes a move. Daniel holds out the Electro Modulator to his son. DANIEL Wait up, I want you to have a look at this. This thing is kicking my ass... SPIKE Maybe later. DANIEL It's neat. Watch. Daniel points it at a CD player and presses a button. BZZZT! The player ejects a CD at shocking speed toward Spike's head! He calmly ducks under the flying disc which shatters against the wall. SPIKE As if your music wasn't already dangerous enough. DANIEL Like I said, kicking my ass. Spike shakes his head. SPIKE I'm real beat, Dad, and I'm racing tomorrow. DANIEL You are? See, this is what I'm talking about -- SPIKE I know exactly what you're talking about. It's my life. Spike exits, leaving his frustrated father. DANIEL Taste it, don't waste it. INT. WITWICKY HOUSEHOLD - SPIKE'S BEDROOM - NIGHT Spike flops onto his bed. Upon a shelf sit trophies, awards, certificates. Smart guy alright. In the middle is a large framed black and white photo of a smiling couple holding a baby. The man is a younger Daniel. Spike hears a SOUND outside. EXT. WITWICKY HOUSEHOLD - NIGHT Spike's home is a stilt house away from suburbia. Lush oaks decorate the scene. Spike opens the window. No-one there. SPIKE Hey! Lenny? Hey, this crap ain't funny, guys... Spike waits, listens. Hears... nothing. Goes back to bed. In the trees, something moves. Something huge. Thick branches and TV-sized clumps of kindling fall as the unseen giant wades clumsily through the foliage. EXT. PORTLAND INTERNATIONAL RACEWAY - DAY People mill about the site. Banners advertise the amateur race about to commence. INT. RACEWAY GARAGE - DAY Spike works under the hood of a vehicle. Lenny sneaks past him, walks around the back of the car, pushes it suddenly -- LENNY LOOK OUT IT'S ALIVE!!! There is a muffled collision from the other end as Spike starts. SPIKE Ow! Jerk! LENNY Got you this. Lenny hands Spike a toy replica of the car he is tuning. LENNY You can stick pins in it if Herbie here goes bananas. SPIKE Cute. What did you find out? LENNY Zip. None of the guys have ever even seen a 935. You sure you didn't hallucinate the model too? SPIKE Sure, just like I said -- White 1976 Porsche... 935... Turbo... Spike's sentence trails off as he sees something over Lenny's shoulder. SPIKE Well I'll have a simian nephew. Lenny follows Spike's gaze and double-takes. There's the PORSCHE with the '4' at the far end of the garage. Spike and Lenny exchange looks and investigate the vehicle. Spike peers in through the window. LENNY What's it doing here? SPIKE Maybe he wants a rematch. LENNY Your modesty is inspiring. And I don't think he lost, champ. SPIKE I want to get in there. Hand me your lockpick. Lenny does. Spike tries to open the car. The pick breaks. They are interrupted by a GARAGE ATTENDANT. GARAGE ATTENDANT (suspicious) Uh, this vehicle hasn't been registered. Spike gives Lenny "I told you". SPIKE It's not racing. GARAGE ATTENDANT Well then you should get it out of here. SPIKE Will do. They try to push the car. Embarrassingly, it won't move. The attendant shakes his head and exits. LENNY I'll watch her. When the owner comes back, I'll ask him what red lights did to him in a past life that was so bad. SPIKE Owner. Right. EXT. RACEWAY TRACK - NIGHT The race is on. Powerful vehicles blaze up the circuit. Spike is racing, in his element. We see him overtake one, two, four opponents. He whoops loudly. INT. RACEWAY GARAGE - NIGHT Lenny sits perched on the hood of the Porsche reading an oily Playboy. LENNY God The Logical Premise: God is proven by evolution and its internal structure -- Tell it to my external nuts -- He is surprised by the ENGINE STARTING UP. The Porsche SHOOTS FORWARD so fast Lenny is flipped like a pancake. It just as suddenly reverses to break Lenny's fall, rolling him harmlessly off the rear. It drives away, leaving a stunned Lenny. He makes the sign of the cross on his chest. EXT. RACEWAY TRACK - NIGHT The Porsche drives into the paddock. Pit crew and spectators notice and stare. The garage attendant flags the car down. It ignores him, busting through iron gates. The Porsche is ON THE TRACK, driving like a demon! Its pristine luxury is a stark contrast to the grimy stock cars. In the COMMENTATOR BOX, a bored COMMENTATOR mumbles into a mike. COMMENTATOR Three laps to go, ladies and gentlemen. It's going to be a nail-biting -- WHAT THE FOLKMOOTS? The Porsche appears in Spike's rear view mirror. SPIKE It's about time. Bring it on. Spike and the ghost Porsche race. They're perfectly matched. The other participants either get the hell out of the way or retire for fear of collision. A DRIVER and a MECHANIC observe the Porsche screaming past. FREAKED DRIVER No way I'm staying out there, man. That guy ain't human. PIT MECHANIC What guy? An IMPRESARIO yells at the garage attendant as his contest falls apart. Spectators cheer and holler. Spike and the Porsche approach the finish line, neck-and- neck. It's anybody's race. They cross the finish line seemingly as one. The SOUND of a JET PLANE can be heard. People look up. Suddenly, the Porsche spins out and drives the other way! SPIKE Where're you going? Spike turns and pursues the Porsche. The Porsche skids to a stop before the exit gates, revving threateningly. People get the hell out of the way of the creepy possessed car. It leaves the raceway. Spike follows! EXT. STREETS - NIGHT Spike chases, recklessly, dangerously. The jet plane sound persists, getting louder. Spike looks up. Spike and the Porsche head onto a long BRIDGE suspended over a RIVER. Ahead of the Porsche, a MISSILE streaks downward, striking the bridge! It rocks tenuously. SPIKE Jeezus! The Porsche simply drives through the fireball. More MISSILES rain down. BANG! BANG! BANG! Suspension cables snap. Spike struggles to maintain control of his car as the bridge sways. SPIKE What the hell? Spike stops the car. The Porsche and the mystery jet are nowhere to be seen. Dead silence. The bridge groans horribly. The bridge SPLITS behind Spike and sags. SPIKE Uh-Oh. Spike's car rolls backwards. SPIKE Uh-Oh. Spike is trapped on a rapidly sharpening incline, a raging inferno at one end, a watery grave at the other. Spike floors the car. His tires squeal and smoke, attempting to find purchase. He climbs, but not enough. Slower and slower. He's going to slip -- SPIKE What I wouldn't give for a snorkel. The porsche appears through the flames up ahead, not even singed, reversing -- more like falling -- then stops alongside Spike's protesting car, OPENING ITS DOOR invitingly. Spike weighs up his options. He leaps into the Porsche from his doomed vehicle seconds before it falls into the water below. Spike puts on the seatbelt. SPIKE Let's split the scene, Christine! Spike is suddenly embedded in his seat, wind knocked out of him as the Porsche ROCKETS upwards. The burning precipice has declined to such a sharp angle that our heroes actually fly as they clear it. The Porsche lands neither harmed nor slowed. Spike is white as a sheet, but exhilerated. SPIKE So... what kind of axle grease do you like? I'm an Acme man myself... The Porsche's dash isn't forthcoming. SPIKE What the hell am I doing? You're talking to a car, Witwicky. And now yourself. Two rubber hotel bookings for the price of one -- The Porsche zips through city streets. The jet sound returns. Spike reacts. SPIKE Thought you'd given your friends the slip, huh? Any chance you'd tell me if you were some kind of rogue secret weapon? Extremist nutball remote-controlled nuke? The Porsche takes a corner at insane speed. Spike is mashed into his window by the force. SPIKE I'll take that as a maybe. The Porsche passes an AIRPORT SIGN. EXT. PORTLAND INTERNATIONAL AIRPORT - NIGHT The Porsche winds aggressively through the terminal roads, scattering cops and technicians. It literally gatecrashes the RUNWAY. SPIKE Smart thinking. They can't come in here because it's restricted airspace right? A missile comes out of nowhere and blasts a luggage cart to smithereens. SPIKE What kind of dumb idea was this? We're sitting ducks, you moron! Let me out! The Porsche drives over speedbumps at 200mph and bops Spike UNCONSCIOUS. In the CONTROL TOWER, the tower personnel hear another explosion. AIRPORT CHIEF What the hell was that? A LOCAL CONTROLLER checks the runway with binoculars. LOCAL CONTROLLER There appears to be a... sports car on the runway, and -- The jet sound returns, reaches a high-pitched scream. The tower crew cover their ears as a sonic boom shatters the windows. Through the gaping frames we see THREE F-15 FIGHTER PLANES soar by. AIRPORT CHIEF (into mike) This is Portland International air traffic control, we're under attack! EXT. MT. ST. HILARY - NIGHT A wide shot of a familiar volcano silhouetted at dusk. A faint ENGINE SOUND is heard in the distance. A tiny dust cloud kicks up from the volcano's base, and moves away from it. EXT. PORTLAND INTERNATIONAL AIRPORT - NIGHT One of the fighters arcs over the runway, unleashing artillery with abandon. Something shakes the control tower violently. AIRPORT CHIEF (still into mike) Please help us! They're destroying everything! EXT. DESERT GAS STATION - NIGHT An elderly fellow refuels his car and chats with an attendant as a RED, BLUE AND GRAY HURRICANE ON WHEELS roars by. Through its open window we pick up the merest hint of a song playing on its radio: RADIO 'You got The Touch...' The vehicle is just as suddenly gone, leaving the guys dust- covered and open-jawed. EXT. PORTLAND INTERNATIONAL AIRPORT - NIGHT The TERMINAL is a burning wreck. People run, screaming. The building shakes as explosions are heard. EXT. MOUNTAIN ROAD - NIGHT The speeding articulate is gradually exposed in flashy cuts revealing its grill, tanks, stacks, and large trailer. EXT. PORTLAND INTERNATIONAL AIRPORT - NIGHT One of the fighters pursues the Porsche, strafing it with machine gun fire. A small commercial JET LINER approaches Portland International. INT. JET LINER COCKPIT - NIGHT PILOT #1 Portland, this is WAC 8-15 requesting permission to land. Over. Something glints in the night sky ahead. PILOT #2 What's that? One of the fighters is flying towards them. EXT. PORTLAND INTERNATIONAL AIRPORT - NIGHT The fighter flies through the liner like it was not there, shearing the larger vehicle's wing. INT. JET LINER COCKPIT - NIGHT The cockpit shudders. The plane stalls. The pilots struggle with the controls. PILOT #1 Mayday, Portland! Mayday! This is WAC 8-15! We have lost control and are going down! Clear your runways immediately! EXT. PORTLAND INTERNATIONAL AIRPORT - NIGHT The Porsche continues to circle the runway, fighter in pursuit. The Porsche stops, having made a wrong turn. There's no more runway. We see the jet. Moonlight oozes over the thing, scary as hell. The Porsche faces its attacker as it unleashes its full payload. The Porsche revs its engine defiantly, fatefully as -- The missiles thud into the TRAILER of a RED AND BLUE TRUCK CAB that has suddenly placed itself between pursuer and quarry. It is a revamp of the classic FREIGHTLINER COE design. It exudes raw exciting power. The jet fighter continues its trajectory, its next action uncertain, then suddenly banks, departing. There is no sight or sound of the other planes. A new sound, that of a screaming crippled jet liner is heard. It is headed directly toward the airport. The tower personnel are horrified by the site of the liner. Terminal onlookers spy the burning plane headed toward them and freak out. The truck 'sees' the plane. It turns slightly and 'sees' the airport. The flames and chaos are reflected in the cab's large windows. The screams of terrified masses are somehow clearly heard. The cab turns in the direction of the Porsche. HOLD on the cab. HOLD on the Porsche. Off this eerie communication, the cab suddenly disconnects from its trailer and thunders toward the airport. The liner flies over the smashed runway. As it does, the cab swerves underneath, amazingly matching the plane's speed. In the terminal, the passengers see the liner and the cab. The plane is dangerously close to the ground. The cab is directly beneath the liner. Then, in a wide shot of both vehicles speeding directly toward us, the cab does something very strange. IT TURNS INTO A ROBOT. Shifting, reforming, the cab becomes a huge, powerful human- shaped ROBOT. He looks different from when we last saw him, but it is unmistakably OPTIMUS! Running with the plane, he reaches up to the liner, and wraps his arms around the fuselage. Optimus digs his heels into the ground. The jet pulls him as it flies, but he is slowing it, bringing it down. The momentum of the plane is too great though. The Airport looms. There's no way he can stop the plane in time. So, holding the plane tightly, Optimus LEAPS -- Gliding, the liner above him, soaring over the airport -- His feet clip an unfortunate antenna, toppling it. He lands on the other side. Optimus' huge feet scrape the runway, sparking, flaming. He slides off the runway onto grass, churning turf. Slowly Optimus and the plane slow to a halt. Optimus seems surprised by his physical prowess. Optimus peers inside the liner windows. INT. JET LINER - NIGHT The CREW and PASSENGERS are shaken like hell but unhurt. There are gasps as they react to the big metal face staring at them. EXT. PORTLAND INTERNATIONAL AIRPORT - NIGHT Optimus gently puts the plane on the ground. He dusts his hands and knees, walking away from the plane like he just did his laundry. The tower personnel gawk at the giant robot strolling across the runway. One faints. Optimus approaches the waiting Porsche and trailer. HOLD once again on The Porsche. HOLD on Optimus. PORSCHE Not a word? OPTIMUS Not a word. Optimus 'transforms' into his cab form and reconnects with his trailer. The trailer opens and the Porsche drives inside. POLICE and TV CREWS arrive on the scene as Optimus disappears into the night. FADE OUT. INT. AMBULANCE Spike regains consciousness. He is in a motionless AMBULANCE on its stretcher. No medical staff are present. He touches a BAND-AID on his head. SPIKE Jeez, what a crazy dream. Spike sits and moves to the front of the vehicle. SPIKE Hey up there. What happened? Did I win? Hey -- Spike pokes his head into the front. There is no-one there. However, we barely notice any more than Spike does, as: INT. THE ARK - CPU CORE STATION Through the windshield Spike sees GIANT ROBOTS, Autobots, a dozen of them at least, performing tasks around the huge core station. They make repairs, carry ship parts, operate cool-looking technology. A CAR or two zooms by. It's an arresting sight. Spike turns green. A VOICE comes from the dash. DASH Hello, Spike. Spike jumps, hitting his sore head. He yelps in pain and fear. DASH My apologies. Can you stand? Would you like some fresh air? Perhaps you'd like to vomit? The ambulance door opens. Spike pretty much falls out. The ambulance TRANSFORMS into a friendly-looking robot. ROBOT My name is Ratchet. Spike awkwardly backs away from Ratchet into: The 'toe' of a somehow familiar-looking robot. Spike whirls. The robot has white armor and bears a number '4' on its chest. This is JAZZ. JAZZ Howdy. Spike's mouth moves soundlessly. He notices the '4' and realizes. SPIKE You? Jazz nods, grinning. SPIKE I think I need to lie down. RATCHET Oh, I'm sorry. Ratchet becomes an ambulance again. JAZZ No, he'll be alright. SPIKE What the hell are you? JAZZ I'll show you. INT. THE ARK - CORRIDOR Jazz, Spike inside, drives ludicrously fast through the ship's corridors. SPIKE So what's your name? JAZZ Jazz. SPIKE Jazz? I don't get it. Jazz's sound setup springs to life with way-too-loud rock music. Spike's hands leap to his ears. Spike has a brief soundless conversation with Jazz's dash over the music. Spike reaches for Jazz's volume knob and turns him down. SPIKE I SAID THAT'S NOT JAZZ! JAZZ WHAT? SPIKE I SAID -- (warming to the music) -- THAT'S PRETTY GOOD JAZZ! Jazz races along the corridor to the music. Jazz stops before an abrupt WALL blocking the corridor, crudely but effectively welded in place. Spike gets out. Jazz transforms. He taps a button on his wrist and speaks into it. JAZZ Ironhide, this is Jazz. I've found another plate down here in five-C. Ironhide's voice is heard over the communicator. IRONHIDE (O.S.) Gotcha. SPIKE I don't get it. The road just ends. JAZZ Our ride down here was no picnic. The ship suffered a breach but it patched itself up. These things are all over the place. SPIKE "Down here"? "Ship"? You mean...? Oh Jesus... Jazz realizes he's said too much. JAZZ Uh, we'll take a different route. SPIKE I don't believe it, I just don't god damned believe it. Jazz turns into his Porsche mode and opens his door. Spike is still amazed at the sight. JAZZ You wanna ride, or what? SPIKE (to himself) But I guess maybe I do. Spike climbs inside Jazz. SPIKE So where next? JAZZ Let's go see the boss. INT. THE ARK - OPTIMUS' QUARTERS Optimus sits alone in a dark chamber. He observes images on an array of monitors before him. The images change sporadically, displaying facets of earth culture and life: Birth. Love. War. Death. Historic milestones. Science. Art. Architecture. Engineering. Optimus is entranced by what he's always wanted: raw history, even if it isn't his own. The passion, the beauty, the accomplishment. It is so very alien to him. OPTIMUS So fragile. So brief. Yet so diligent. Incredible. FLOWERS appear. Optimus pushes a switch. Suddenly every monitor is displaying gorgeous flowers of every description. Optimus is taken aback by the organic brilliance and color. A door chimes. Optimus flips the monitors off and swivels his chair to face the door. The door opens and Jazz enters with Spike in tow. JAZZ This is the human who was attacked, Optimus. OPTIMUS Thank you, Jazz. JAZZ You understand, there was nothing else I could do. OPTIMUS That will be all, Jazz. Jazz exits. Optimus appraises Spike. OPTIMUS Welcome to the Ark, Spike Witwicky. SPIKE You're the boss? Optimus nods. OPTIMUS (uncomfortable) I am the highest-ranking Autobot. SPIKE So, you gonna do experiments on me and stuff? They may not look like it, but defense lawyers are the more evolved species. OPTIMUS I apologize. It was never our intention to involve your kind. I specifically ordered Jazz -- all of us -- to avoid your police and military. SPIKE I don't think he attracted those crazy bomber guys, they just showed up -- OPTIMUS It was not his right to intervene. SPIKE He did the right thing. I'm here because of it. Optimus nods. OPTIMUS Which is why we can't let you go. SPIKE What?! OPTIMUS Until our relations with the Earth people become more stable. You were surely seen. You'll be hounded by the authorities. Inundated with questions. Spike nods. SPIKE Speaking of questions, I have one for you. Who the purple Pam Anderson are you guys? OPTIMUS We came from a world called Cybertron, millions of years ago. We suffered... an accident. Our ship crashed here on Earth, and revived us, gave us new forms, new lives. SPIKE Can't you go back? OPTIMUS Our world was destroyed. SPIKE You don't seem too upset about it. OPTIMUS It wasn't perfect, but it was our home. SPIKE Since when is any world perfect? OPTIMUS Your world is amazing, Spike. SPIKE Yeah. Amazing. I gotta use the john. Optimus shakes his head in wonder. OPTIMUS Amazing. SPIKE My dad! He'll be going crazy wondering where I am. OPTIMUS You have no other family? I understand it takes two humans to -- SPIKE No. I mean yes. But no. It's just us. Spike is momentarily lost in thought. SPIKE What about you? You're the only ones left? None of the other guys made it? OPTIMUS No. It's just us. INT. WITWICKY HOUSEHOLD - LIVING ROOM - DAY Daniel speaks on the phone. A TV set is behind him showing local news. DANIEL He just took off? You don't know where he went? Well, did he win? Unseen to Daniel, the TV shows Spike's collapsed bridge and his trashed racer being winched from the water. DANIEL What kind of answer is that? Okay. If you hear anything -- yeah sure. There are some shots of the burning airport on the TV, which then cuts back to the newsreader. Daniel hangs up and watches TV. NEWSREADER Nobody has taken claim for the incident. There were no fatalities, and injuries sustained were minor. Eyewitness reports are consistent, but whether or not this is a hoax of incredible proportions remains to be seen. Now, more on the recent spate of earthquakes to plague Portland, an area no stranger to the phenomenon, yet showing a recent trend of alarming seismic activity -- The TV image goes fuzzy. A bassy RUMBLE is heard. The house SHAKES. Daniel panics. He gets up but falls to the floor. The rumbling is intense. The house is shaking to pieces! Darkness. INT. THE ARK - ENTRANCE Optimus drives into the entrance area, Spike inside. Before them ascends a very long ramp leading into the ceiling. The ceiling is solid rock. A sentry platform is positioned at the bottom. An Autobot, MIRAGE (Blue F-1 Ligier JS25), mans the platform. OPTIMUS Open her up, Lieutenant. The Autobot points his hand at the ceiling. It ripples and FADES, revealing clear blue sky beyond. EXT. MT. ST. HILARY - DAY A portion of the volcano fades, revealing a high-tech maw. INT. THE ARK - ENTRANCE - DAY Spike is amazed. He turns to the Autobot. SPIKE What's your name? MIRAGE Mirage. SPIKE No shit. Optimus drives up the ramp and out of sight. EXT. ROAD - DAY Optimus rides with spike along a clear country road. SPIKE Let's see him tell me I never achieve anything now. Hey, Dad, how many aliens have you met? OPTIMUS You understand why he must come with us. Your government will link you with him, if they haven't already. SPIKE Sure. So, why are you guys here anyway? To do good deeds? Take over the world? Scare the hell out of traffic cops? OPTIMUS We're here by accident. SPIKE You're kidding. OPTIMUS Our craft malfunctioned. SPIKE (shrugs) Some things happen because they're supposed to. You could avert great disasters. Like burying the next reality show. OPTIMUS You suffer setbacks. You learn from your errors. SPIKE Life ain't cheap. Sure, every once in a while we screw things up and get up to our asses in molasses. Doesn't mean we like it. OPTIMUS It was never our business to interfere. It goes against my every principle to disrupt your way of life. SPIKE Like hang-gliding crippled jets to safety? Don't tell me you didn't get a kick out of it. OPTIMUS It wasn't my prerogative. SPIKE You're like a scratched copy of Stutter Rap. A group of people are gathered on the road ahead. A CONVERTIBLE balances precariously over the edge of a turn, a steep fall below. The DRIVER is being held back by the crowd. Optimus stops. DRIVER My car! The driver breaks free and dives into his car. It lurches and tips him over the windshield onto the hood, dangling him over the drop. He clutches on for dear life. DRIVER Help! SPIKE Now this is what I'm talking about. Spike steps out and Optimus transforms. Optimus strides over to the car. DRIVER Help me! Save my car! As it falls, Optimus grabs the car, damaging it in his grip, and holds it before him. The driver is still hanging above the drop. SPIKE (aghast) No, the guy, not the car! Optimus turns with the car at Spike's voice, driver conveniently over safe ground the second he falls. Optimus sets the car on the ground. Optimus transforms as a disapproving Spike gets inside. SPIKE Way to go, stuporman. They drive away. The driver inspects his car. DRIVER Oh, thank god. Thank you! Thank -- (sees the crushed rear end) YOU SON OF A BITCH! This car cost a hundred grand! SPIKE (out of window) Hey, some of us are trying to humanize artificial intelligence here! JERK! They drive. SPIKE Ignore him. What I'm saying is that there's nothing wrong with lending a helping hand. We want you to interfere. We'd dig it, trust me. The sound of a HORN blares. Another rig drives alongside Optimus. Inside is the GIRL from the college. She peers at Optimus and Spike. She gives a friendly smile and overtakes. Spike finds Optimus' horn and sounds it. Optimus' horn blares the "robots in disguise" jingle. The girl's horn toots in reply once more as she drives away. SPIKE Wow. OPTIMUS She sounded her horn. SPIKE She gave me the horn alright. OPTIMUS Why did you sound the horn? SPIKE Because it's fun to sound the horn. OPTIMUS It's fun? SPIKE (staring after the departed girl) Yeah. A lot of fun. OPTIMUS I don't understand. SPIKE You guys aren't just square on the outside are you? I wonder if she likes Porsches? OPTIMUS Clearly she's a pickup kind of girl. SPIKE Now you're learning. EXT. WITWICKY HOUSEHOLD REMAINS -DAY Optimus pulls up to Spike's home. The house has been CRUSHED. Spike sees, horrified. He flings open Optimus' door, runs to the wreckage. SPIKE Dad? Dad! Optimus transforms. Spike tries to enter the house but the entrance is pulped. SPIKE I can't get in! Dad! Spike beats what was once the front door. SPIKE I have to get in there! Optimus nods. He grabs what is left of the sunken roof and tears it free, discarding it. Spike kicks the door free and walks among what used to be his house. OPTIMUS The fact that he's not here is a good sign. He may have fled before the house collapsed. SPIKE It must have been a quake. But what happened to him? OPTIMUS Calm yourself, Spike. SPIKE Don't tell me to calm myself, you friggin' robot! You don't know what it's like to lose someone! We know that this is not fully true, but Optimus still doesn't get it. Spike sits amid the wreckage. He spies the splintered family PHOTO and reaches for it. SPIKE I always told him a fault line stilt house was a dumb idea. OPTIMUS We'll find your father, Spike. Optimus reaches into the house, extending his huge hand to Spike, as one might to help someone up. Spike lightens up and steps onto the hand. Optimus lifts him out and places him on the ground. SPIKE If only I'd gotten here sooner. If only you'd gotten here sooner. OPTIMUS Sorry. SPIKE You could have helped. You can. Optimus nods. OPTIMUS Then let's do some interfering. EXT. STREETS - DAY Jazz cruises with Spike. A monitor on Jazz's dash displays a map of the city. A number of dots show on the map. JAZZ These are the nearest hospitals to where your dad disappeared. SPIKE Can we go check 'em out? JAZZ We don't have to. A small antenna pops up from Jazz. He downloads medical records and displays them on the monitor. JAZZ There have been no admissions under the name Witwicky in the last twenty-four hours. SPIKE Damn. JAZZ It's just a matter of time until we find him, Spike. Spike nods. Jazz passes a large AMUSEMENT PARK, the most obvious attraction of which is an enormous ROLLER COASTER. JAZZ What's that? SPIKE What? The roller coaster? JAZZ It looks fun! SPIKE Yeah. Too bad they don't make 'em in your size. Suddenly, the ground SHAKES. People scream. JAZZ Is this another "earthquake"? SPIKE Either that or a real good diet product just hit stores. ON THE ROLLER COASTER TRACK, the fun turns sour and the passengers panic. Under the TRAIN, sparks and smoke erupt. The train accelerates. The passengers freak out. Ground-level gawkers point and scream. Jazz hears the commotion and transforms into his robot form with Spike still inside. Jazz sprints in the direction of the park. INSIDE JAZZ, Spike is almost upside down, jostled like crazy, but buckled securely to his seat. JAZZ (O.S.) Stay there. SPIKE Sure. Jazz leaps onto a low section of the roller coaster track, transforming into car mode. His wheels subtly change shape to match the track and he blasts off in pursuit. The runaway car is coming up to a viciously sharp curve at the peak of the ride. ON THE GROUND, park operators point upwards. OPERATOR They'll never make the corner at that speed! Jazz is catching up to the train, but he won't catch it before it crashes over the edge. The train busts through the protective rail -- falling -- the passengers scream. Jazz drives right off the edge after them, gaining. He transforms, spins, catches the train. Lands on his feet. People go wild, applauding. JAZZ Yep. That was pretty fun. SPIKE (O.S.) Speak for yourself. A muffled RETCHING NOISE is heard and Jazz looks down at his body in surprise. EXT. STREETS - DAY Traffic comes and goes at a crossing. A large ARTICULATE bearing tarp-wrapped cargo labeled with EXPLOSIVES WARNINGS approaches from one side. A CAR approaching from an opposite lane hits a bump in the road and swerves out of control. The car broadsides the truck at the crossing. The car's engine SMOKES and BURNS. The truck driver sees and panics. TRUCK DRIVER Hey, back that up, you moron! The car's driver is UNCONSCIOUS. The truck's tarp CATCHES FIRE! The truck driver runs from his cab. TRUCK DRIVER Get the hell out of here! It's gonna blow! PANIC. A few good souls try to pull the driver from his car. A YELLOW LAMBORGHINI COUNTACH races past. A SECOND RED LAMBORGHINI pulls up alongside the burning truck and transforms into SIDESWIPE. Sideswipe rips back the tarp and hefts the burning CRATE. SIDESWIPE Heads up, bro! Sideswipe hurls the crate the length of the street. The yellow Lamborghini is heading for a WATER TOWER. Without stopping, it transforms into SUNSTREAKER, who catches the explosive, jumps the full height of the tower and 360 SLAM DUNKS the crate through the top with a splash. A couple of kids stare, amazed. KID Boomshakalaka! INT. TV STUDIO A NEWS SHOW is on air. A HOST interviews two men, revealed by on-camera titles to be G.B. BLACKROCK and GENERAL MALLETT. Blackrock is mid-30s, bold and confident, impeccably attired in a suit that costs too much. Mallett is 50, black, military, a big man, wearing a battle-hardened grimace that shows even when he's happy. And he isn't now. MALLETT They're showing up all over the country. Days later we still know nothing about them. BLACKROCK There's no proof they've caused any harm. In fact, there are accounts of them averting major disasters. MALLETT Hostility is a possibility. Workers from a destroyed metallurgy plant claim these things were responsible. BLACKROCK Such hysteria is understandable, given the circumstances. I see no reason to worry. MALLETT It's not your job to worry. Why haven't they made any official contact? BLACKROCK They're afraid. The first message they received from us was airborne attack. MALLETT That wasn't us, and no-one has taken credit. We're looking into it, but -- HOST Gentlemen, we're getting ahead of ourselves. Most of us are anxious to know just what it is we're dealing with. BLACKROCK They're fantastically strong and agile. They represent astounding technology. HOST As the premier technological entrepreneur in the country, this must be very exciting for you. BLACKROCK Yes, very exciting. I've taken it upon myself to personally welcome these beings. HOST And they're sentient. They speak. BLACKROCK Named also, it seems. HOST They're gaining cult followings, particularly with youngsters. A bunch of teens in the audience holler. TEENAGE STONER Transformers rock, yo! WELL-DRESSED YOUNG MAN I'm gay for Seaspray! Mallett shifts uneasily. MALLETT I don't buy it. We should rein them in, contain them, at least until we know what they are and what these damn things want. HOST Thank you, Mr Blackrock, General. (to camera) Only time will tell us what is around the corner, but one thing is certain, there is clearly more to these incredible visitors than meets the eye. EXT. METAL REFINERY - NIGHT A Blackrock METAL REFINERY is ABLAZE, which torrents of rain do little to subdue. Klaxons blare. People scatter in panic. Arriving on the scene in vehicular mode are JAZZ, IRONHIDE (red Nissan van) and BLUESTREAK (silver Datsun 280ZX) They transform. JAZZ Put those fires out! IRONHIDE Right! Ironhide and Bluestreak produce hi-tech WATER JETS and combat the fires. A shrill CRY is heard. A WOMAN is trapped atop a BURNING TOWER. Jazz climbs the tower and holds his hand out to the woman. JAZZ Step on! WOMAN (utterly terrified) No! Get away! Robot! JAZZ Hurry, you're not safe! WOMAN Nooo! Jazz plucks the hysterical woman from the blaze and descends, setting her on the ground. She scrambles to get away, eyes wide with fear. WOMAN Keep away! Keep away! Jazz is puzzled. INT. BLACKROCK ESTATE - BEDROOM - NIGHT Blackrock dozes. He is woken by his TELEPHONE ringing. He picks it up. MALLETT (O.S.) They attacked one of your plants. They've got weapons. BLACKROCK Attacked? MALLETT (O.S.) Three workers died. No more fooling around. No appeals, no damned TV shows. Blackrock catches MOVEMENT outside a large window. MALLETT (O.S.) Blackrock, can you hear me? BLACKROCK I'm going to have to call you back, General. MALLETT (O.S.) Wait, you -- Blackrock hangs up and with slight trepidation, opens his window. OPTIMUS' giant head pops up. OPTIMUS Greetings, Mr. Blackrock. Blackrock is speechless. Seeing one this close. It knocks him for six. OPTIMUS I apologize for this unannounced intrusion, it is urgent that I speak with you. BLACKROCK Yes, we must talk. Do you mind if I sit? Blackrock grabs a chair and takes the weight off his weak legs. OPTIMUS Your news broadcasts... they are blaming us for the accident on your refinery. BLACKROCK You didn't cause it? OPTIMUS (resolute) No. BLACKROCK I believe you. I can help... if you help me. OPTIMUS I shall do what I can. BLACKROCK I'm having trouble convincing my people of your good intentions. It will now be more difficult. We must arrange a public demonstration of mutual goodwill. OPTIMUS Very well. BLACKROCK Excellent. You'll hear from me. OPTIMUS There is a man in your employ -- Daniel Witwicky. He is missing. I would be very grateful if you would assist in finding him. Blackrock is fazed slightly by the strange request. BLACKROCK Of course. OPTIMUS Farewell. Optimus strides off into the night. Blackrock mops his brow and returns to the phone, dials. BLACKROCK Get me General Mallett. INT. THE ARK - CPU CORE STATION Optimus and several Autobots watch TELEVISION REPORTS on Teletraan 1's monitors. Burned and bloodied people relay stories of giant robots wrecking the plant. The broadcasts link attacks on other metal plants with the Transformers. Optimus looks miserable. Ironhide and WHEELJACK (White Lancia Stratos) enter. IRONHIDE Optimus, you should come and see this. WHEELJACK We just cut a big plate down in seven-G. We don't have power, but we have access to the aft section. OPTIMUS Let's take a look. INT. THE ARK - LOWER DECKS Optimus, Jazz, Ironhide and Wheeljack descend into the depths of the craft, carrying lights. They heave open a sliding door and step through. INT. THE ARK - RECONSTRUCTION CHAMBER The air is full of dust. The place is a shambles. Piles of indistinct machinery litter the scene. OPTIMUS This is where the Ark made us, or rather remade us. Astonishing. Ironhide shines a light upwards at the tomb-like COMPARTMENTS. IRONHIDE I don't think so. This place doesn't have enough space for all of us. The compartments are short by at least a dozen. Jazz inspects a pile of junk and sees something odd. A CHROME SPHERE, exactly like Megatron's back on Cybertron, is nestled neatly on top. Jazz reaches for it and it RECOILS from his touch as if alive, SHRINKING many times in size. He toys with it, fascinated. OPTIMUS We'll conduct a more thorough investigation here when we can restore power. Until then, let's continue. Jazz, this way. Jazz abandons his find and rejoins the group as they depart. OPTIMUS NEVER SEES THE SPHERE. EXT. BLACKROCK DAM - DAY Optimus, Bluestreak and Prowl (Datsun 280ZX police cruiser), flanked by military, file into the dam grounds. TANKS and SOLDIERS are significantly present. Attack CHOPPERS buzz overhead. Television crews prep. There's a bunch of stuff under a TARP. General Mallett stands apprehensively behind ranks of MPs, Blackrock at his side. The general speaks into a mike. MALLETT Approach the designated area. Optimus and his entourage comply, parking in an enclosure defined only by artillery on all sides, a killing ground. MALLETT You may reveal yourselves. If we see weapons, we shoot. OPTIMUS We have no weapons. There is still some shock from the people at the talking truck. MALLETT You've had your warning. Optimus transforms. Rifles are gripped tightly. OPTIMUS We're safe, my friends, the Earth people mean no harm. At this, the other Autobots transform. Mallett gives Blackrock a 'I hope you know what you're doing' look. OPTIMUS General. Mr Blackrock. Good citizens of Earth. We are here to clarify a terrible misunderstanding. The General is about to speak, but Blackrock interrupts. BLACKROCK Indeed. Allow me to explain. This is not so much directed at Optimus, more for the benefit of the TV crews. BLACKROCK The recent refinery incident was no more than a remote accident, the effects of which the Autobots heroically attempted to suppress. The accuracy of accounts from witnesses has been understandably compromised by their ordeal. They are receiving full healthcare, and safety protocols have been upgraded. Mallett can't believe what he's hearing. BLACKROCK We can continue to look forward to a long and prosperous relationship with our generous protectors. To further cement this bond, I propose an exchange of gifts. Even Optimus is taken aback by this. Blackrock snaps his fingers and MPs pull the tarp off three large CRATES labeled "BLACKROCK POWER". BLACKROCK I am prepared to offer any resources for the Transformers' needs. In return I ask that one of their number be selected to spend time with us, so that we may learn from them, and that they may learn from us. EXT. STREETS - DAY People watch TVs in store windows, bars etc, seeming to dig it. EXT. BLACKROCK DAM - DAY BLACKROCK What do you say... Optimus? OPTIMUS I would like that. Blackrock is pleased. The press besiege the MPs, swamping Optimus, snapping, shooting, barking questions. Mallett grabs Blackrock's arm. MALLETT I didn't agree to this. BLACKROCK You're not needed anymore, General. Everything is under control. The sound of JET PLANES is heard. The people and Autobots look up. COMMANDING VOICE (O.S.) OUR PAST FOLLOWS US LIKE A SHADOW, OPTIMUS! The voice comes from everywhere. Maniacal. Evil. The same three JETS from the airport swoop out of nowhere and DESTROY the choppers. Humans dive for cover. The lead fighter suicidally divebombs the site, transforming seconds before collision into the Decepticon STARSCREAM, scattering people and debris. He's a terrifying-looking guy, eyes dancing with a thousand cruel desires. From his cockpit compartment, Starscream, weirdly enough, pulls out what resembles a silenced CHROME WALTHER P-38 PISTOL which fits perfectly in his huge hands. With a wicked grin he levels it at Optimus, and FIRES. There's no bullet, but an ENERGY BLAST that misses Optimus' head by inches, striking a building behind him. The building SHATTERS. Mallett sees and turns beet red. MALLETT I knew it! I KNEW IT! LET 'EM HAVE IT! The MPs and tanks FIRE at the Transformers. The Decepticon fighters come about, transforming into SKYWARP and THUNDERCRACKER, who land and shoot at the tanks with heavy-duty LASER RIFLES, destroying them. Mallett, Blackrock and MPs are BURIED under debris. The Decepticons BLAST the Autobots. Prowl and Bluestreak are HIT by Starscream's pistol. They fall and lie still. Optimus dodges the fire, transforming. He drives at Thundercracker, then transforms again back into his robot form, using the momentum to tackle the Decepticon and wrestle the firearm from his grip. He points it at Starscream. OPTIMUS Drop it! Amazingly, Starscream complies, casually tossing the pistol between them. It never hits the ground. At least, not as a gun. The gun GROWS in size substantially, transforming into MEGATRON! He too looks different from his Cybertronian incarnation. Bigger and stronger, if that were possible. He bears a formidable-looking cannon on his arm. The classic Megatron look, basically. Optimus registers considerable shock. OPTIMUS MEGATRON! MEGATRON We meet again. OPTIMUS What are you doing? MEGATRON Making dreams come true. OPTIMUS How can you? The people! MEGATRON You know nothing. You will. OPTIMUS I... won't let you do this! Optimus charges Megatron, who catches Optimus with a surprise backhand blow, knocking him on his ass. MEGATRON I'm afraid you do not have a choice. The time for long-overdue revenge is at hand. OPTIMUS Revenge? We were allies! Megatron sneers. Optimus attacks once more. He's hopelessly overpowered, thrown into a building. MEGATRON Starscream! Starscream nods and signals to his planes. They snag cables attached to Blackrock's power crates and fly away with them. Optimus rises to stop Megatron. Megatron simply PICKS HIM UP and hurls him on to the dam. Megatron approaches. MEGATRON I'm sorry it has to be like this, Autobot. OPTIMUS You've made a wrong decision. Optimus lunges at Megatron. Megatron grabs Optimus, flips him overhead and buries him in concrete. MEGATRON I'm regretting not killing you a hundred millennia ago already. Optimus rises and throws a punch. Megatron blocks and crushes Optimus' fist. Optimus kicks ineffectually. Megatron slugs him in the gut. Optimus goes down again. MEGATRON Submit. It is the Autobot way. OPTIMUS I... admired you. Megatron aims his arm cannon at the weak Optimus' head. MEGATRON For the wrong reasons. A beat -- then: OPTIMUS Why are you doing this? MEGATRON (soothing) Don't think. Don't act. It'll all be over soon. Megatron hears more CHOPPERS, reconsiders, hangs up the cannon. MEGATRON For all of you. Starscream returns as a plane. Megatron LEAPS high into the air, transforming into the pistol, which Starscream catches in his cockpit, departing. Mallett's reinforcement choppers arrive. INT. CHOPPER - DAY The lead chopper has Optimus in its sights. He still holds the RIFLE. PILOT Fire! EXT. BLACKROCK DAM - DAY The choppers unload artillery on poor Optimus as he feebly attempts to shield himself. He stands, but the last of his strength ebbs and he TOPPLES from the dam, disappearing into the water below. EXT. WITWICKY HOUSEHOLD REMAINS - DAY Jazz paces impatiently outside the house. JAZZ Optimus is gonna die when he finds out we came here. He's mad enough at me as it is. INT. WITWICKY HOUSEHOLD REMAINS - DAY Spike sifts through the remains of his home, collecting bits of junk, including the LAPTOP COMPUTER. He is about to leave, reconsiders, and inspects a stereo. He opens a tape deck and pulls out an AUDIO CASSETTE, grinning. We see what Spike does not: a DECEPTICON LOGO on the tape's underside. SPIKE (yells) Don't worry. You'll thank me. Spike pockets the tape and exits the house. INT. MT. ST. HILARY - DAY Ironhide, TRAILBREAKER (Black Toyota 4WD Hilux) and Wheeljack drive to the Ark. INT. THE ARK - CPU CORE STATION Mirage, BUMBLEBEE (Yellow Volkswagen Beetle, and not much bigger than his car form) and BRAWN (Land Rover Defender 4x4) perform maintenance in the core station. Ironhide, Trailbreaker and Wheeljack enter. MIRAGE What happened? IRONHIDE We don't know. There was no sign of Optimus. The Blackrock place was decimated. BUMBLEBEE Teletraan One can't locate them. BRAWN I don't believe they'd just take off without telling us. MIRAGE We must assume Optimus has good reasons for doing so. Until then, we -- Jazz enters with Spike. IRONHIDE Where have you been? Optimus is missing, along with Bluestreak and Prowl. JAZZ He's probably helping a tiger out of a tree. What's that? On a large monitor, the 'CHILDREN OF CYBERTRON' SYMBOL has appeared. No crude carving, but a very neat design. MIRAGE (genuinely puzzled) I don't know. He moves to a control panel, punches buttons. MIRAGE It seems to be a transmission, but Teletraan One can't decipher it. TRAILBREAKER Do you think it's from Optimus? MIRAGE Not unless he went sightseeing. This transmission is from several hundred million light years away. BRAWN From Cybertron? Cybertron is gone. BUMBLEBEE Maybe there were survivors. SPIKE (hesitant) Maybe... What did Optimus say he was looking for? "The Children Of Cybertron"... There is general derision from the Autobots. IRONHIDE I'll defend Optimus' decisions, and I'll follow his orders to the scrap-pile, but his crazy theories died with the past. JAZZ Maybe the past ain't so dead. Something shakes the Ark. A SIREN sounds. WHEELJACK The perimeter alarm! Get the shields up! Trailbreaker and Brawn operate controls. Mirage grabs a bunch of small DISCS. JAZZ Get in, Spike. Jazz transforms and Spike gets in. Accompanied by Mirage, they drive out of the station. INT. THE ARK - CORRIDOR Jazz and Mirage race along a corridor as the craft SHUDDERS. JAZZ How could they have found us? MIRAGE Hologram is still functional. SPIKE Maybe the volcano is erupting! JAZZ What's a volcano? SPIKE (diplomatic) Nothing. INT. THE ARK - ENTRANCE - DAY Mirage and Jazz drive up to the giant doors, which open to reveal: A MISSILE zooming through the hologramatic rock directly towards them. The Autobots transform and dive behind the door edges as the missile EXPLODES behind them. Jazz has Spike under his arm. Tension. JAZZ Lucky shot. SPIKE They know you're here! MIRAGE (imitating Spike) No shit. SPIKE Maybe your neighbors hate pasta rockets. MIRAGE Maybe they hate sweat. SPIKE Truck fart. MIRAGE Stubble bubble. JAZZ Maybe we can think about getting that shield up if you two are finished. Another tremendous SHUDDER. SPIKE You don't have shields? Neat. I never been in no half-assed spaceship before. JAZZ Well, we weren't anticipating being used for target practice before we'd unpacked. Mirage hands Jazz some of the discs. MIRAGE Stay here, zitwit. SPIKE You got it, gaswipe. The Autobots transform and drive up the ramp. EXT. MT. ST. HILARY - DAY Jazz and Mirage emerge from the hologram side-by-side, then split at an invisible T-junction, driving in opposite directions. MIRAGE No sign of our party-crashers. JAZZ Let's not wait for the slushy number. Dispense markers! As Jazz drives, he JETTISONS a disc. Mirage does the same, leaving a TRAIL of the discs. An arial shot depicts Jazz and Mirage racing in perfect sync around the perimeter of the volcano. SKYWARP flies into view and homes in on Mirage! Mirage throws his last disc. JAZZ (O.S.) All done. MIRAGE Okay, that's it. Ironhide, activate -- Skywarp rakes the ground near Mirage with MISSILE FIRE. MIRAGE THIS PLANET SUCKS! Jazz sees Mirage coming towards him around the edge of the volcano. Skywarp flies behind Mirage. JAZZ Let's hope these guys scare easy. Don't move. MIRAGE What? JAZZ Don't worry, I'll be gentle with you. The cars are on a collision course. MIRAGE NONONONONO! Jazz hits Mirage's low front spoiler like a ramp, catapulting into the air, transforming and flying towards Skywarp! Skywarp doesn't flinch. He transforms, GRABS Jazz! Jazz is flabbergasted. SKYWARP Nice view. As the pair fall, Skywarp power-bombs poor Jazz into the desert floor. Mirage U-turns, drives in Jazz's direction. He transforms and finds Skywarp standing over Jazz's body. MIRAGE (astonished) Decepticon? SKYWARP Plural. THUNDERCRACKER is behind Mirage! Thundercracker clubs him. Mirage falls. SKYWARP Take us inside, Autobot. JAZZ Eat my dust. Skywarp KICKS Jazz. THUNDERCRACKER You don't listen, do you, scrap? Thundercracker picks up Mirage and points his LASER RIFLE at poor Mirage's head. THUNDERCRACKER Open the spacecraft or your buddy gets shorter. Jazz and Mirage exchange looks. Helpless. Understanding. Defiant. JAZZ EAT. MY. DUST. Thundercracker smiles. Tightens his finger on the trigger -- SPIKE (O.S.) Yo, scrap. The Decepticons turn in the direction of the voice. Spike holds one of the discs. SPIKE Scoober! Spike flings the disc like a frisbee at Thundercracker, who instinctively CATCHES it. Jazz speaks into his wrist. JAZZ Shields, Ironhide, now! The shield activates, spreading a fierce-looking WALL OF ENERGY from disc to disc. The wall spreads to Thundercracker's disc, but instead of passing onto the next disc in line, FLOWS INTO THUNDERCRACKER. He fries, screaming. Jazz takes advantage, grabbing Mirage, rolling through the gap as the shield finally burns through Thundercracker, passing onto the next disc, COMPLETING the shield. The volcano is completely protected. Spike and the Autobots peer at The Decepticons from behind the shield. Skywarp throws a couple of blows at the shield and receives an electric shock. Tries his laser. The shield absorbs them. The Decepticons transform and fly away. SPIKE So much for "just us". EXT. BLACKROCK DAM - DAY Construction workers and MPs tidy up the destroyed site. A bruised and bloodied but otherwise ok Blackrock occasionally assesses the devastation with binoculars. A similarly worn Mallett joins him. BLACKROCK Here to congratulate me on a swell party? MALLETT I imagine you'll get raves from the bereaved. BLACKROCK Spare me the "I told you so"s. I didn't want this. MALLETT At least now you know the truth. Blackrock peers into his binoculars. BLACKROCK I'm still not convinced. MALLETT They must have skipped me when they were handing out candy and lingerie. What are you saying? BLACKROCK I'm saying that we didn't completely fail. Mallett is outraged. MALLETT If we didn't, they sure did. They left survivors. You had your chance, you son of a bitch. Mallett walks away. Blackrock peers into his binoculars again. Blackrock's BINOCULAR POV: FROGMEN appear from water below the dam and signal to Blackrock. Blackrock's POV moves up and focuses on CHOPPERS lowering TOW CABLES. Blackrock smiles. EXT. DECEPTICON FORTRESS - NIGHT Starscream flies across mountainous terrain to the DECEPTICON FORTRESS: a foreboding, abrasive structure that splinters outwards from a mountainside as if alive, growing upwards and beyond like metallic ivy, tapering into a sharp spire. INT. DECEPTICON FORTRESS - HANGAR - NIGHT The interior of the fortress is flawless. Looks like it was built last week. Probably was. Starscream flies in and transforms, ejecting Megatron who does likewise. INT. DECEPTICON FORTRESS - CORRIDOR The dastardly duo walk side by side. STARSCREAM The Autobot challenged you. MEGATRON Yes. STARSCREAM He is protective of the creatures. MEGATRON More an asset than an interference, I think. The fool. STARSCREAM And the other Autobots. They're the same as -- MEGATRON Precisely why they must be destroyed. As soon as possible. Their presence is harmless, but their existence represents a potential setback. STARSCREAM They're the last target. We've destroyed every possible compound resource. The Autobots are all that remain. I have my warriors looking for them now. Megatron appraises Starscream quizzically. STARSCREAM Your warriors. Megatron is almost amused. MEGATRON See to it that neither the compound nor the excavation are discovered. They come to a DOOR, stepping through into -- INT. DECEPTICON FORTRESS - PRISON Row upon row of PRISON CELLS line the walls, only they're human-sized. As the Decepticons walk by we see HUMANS inside, one per cell. Scientists, engineers, lots of lab coats and hard hats. Megatron looks extremely uncomfortable in the humans' presence. He produces a small empty GLASS CONTAINER. Something about it holds endless fascination for him. MEGATRON Fetch the industrialist. Megatron leaves, disgusted. Starscream observes the captive humans, fascinated. His evil instincts come to a realization. STARSCREAM Yes. A considerable asset. In a cell is DANIEL "SPARKPLUG" WITWICKY. INT. SOMEWHERE BLACKNESS. Eerie abstract sound. SHAPES move out of the darkness. Shaky, hazy, indistinct. Then tangibly: Megatron's sinister visage. The carving beneath Cybertron. Sigma Prime. FLOWERS. The flowers burst into FLAME as we hear the sound of a WOMAN CRYING OUT in pain -- INT. BLACKROCK LABS - LAB A CLOSE-UP of Optimus' eyes as they open. They swivel, taking in surroundings. OPTIMUS' POV: A blurred figure sharpens into being: Blackrock. BLACKROCK Greetings, Optimus. We're in an enormous cutting-edge ROBOTICS LAB. Optimus lies within a large FRAME that prevents him from moving. Blackrock stands above. Operating a large bank of computers is a benign-looking fellow named DR. AARON. He is fascinated by Optimus. OPTIMUS Where am I? BLACKROCK Safe. As long as you're here. OPTIMUS My comrades? BLACKROCK Likewise. The Doctor looks up from his work. OPTIMUS The Decepticons! They attacked you! BLACKROCK Decepticons... They're your allies? OPTIMUS They... were. Their behavior is inexcusable. We are no part of it. You must believe me. BLACKROCK I would like to. But I require proof. Please understand. OPTIMUS I shall do what I can. Blackrock gestures to Aaron. BLACKROCK This is my chief cyberneticist, Doctor Aaron. Aaron gives a nod. He flips a switch. A CABLE descends from machinery above Optimus. OPTIMUS What is that? BLACKROCK The best way for you to clear your name is to allow us access to your mind. I can prove your innocence. Do I have your permission to proceed? OPTIMUS (uncertain) If you must. Technicians connect the cable to a newly-revealed socket behind Optimus' head. Blackrock appears apprehensive. A technician thumbs a switch and machinery begins to hum. Lights flash. Aaron looks at monitors and graphs. Shakes his head. Blackrock joins him. DR. AARON It's working, but very slowly. The data is only partial. His architecture is way beyond anything we have, or anyone else, for that matter. Blackrock doesn't seem to mind. BLACKROCK Keep at it. DR. AARON (excited) I didn't know you had other specimens here too. If I may, I would very much like to see -- BLACKROCK That won't be necessary. Please continue to monitor our guest. Aaron obeys, if slightly puzzled by the events unfolding. Blackrock regards Optimus and the cable leeching his mind. EXT. MT. ST. HILARY - NIGHT Jazz lies atop a high slope of the volcano, gazing at the stars. A huffing and panting Spike climbs up to the scene. SPIKE No, thanks, really, I can manage. JAZZ Good. SPIKE It's chaos in there. They can't agree on anything. JAZZ Decepticons... here. It changes everything. SPIKE They were your buddies, right? JAZZ More like affiliates. Jazz rubs his side tenderly. Winces. JAZZ They never kicked us before, though. SPIKE You miss Cybertron? JAZZ Sometimes. It's funny. Back then, I never imagined there was anyplace else. Now I know there is. SPIKE Must be neat to visit another world. JAZZ There's no place like home. Spike gets up. SPIKE C'mon, Dorothy. You're needed. The pair climb down the cliff. INT. THE ARK - GARAGE The Autobots are gathered in the Autobot garage. It's dirty and filled with funky-looking tools and technology. Jazz and Spike enter. IRONHIDE It's not only the humans who are attacking us. Now we've got Decepticons to contend with, and they've made their intentions quite clear. BRAWN But why are they attacking? TRAILBREAKER And why did they chase Jazz? How did they find the Ark? It doesn't make sense. IRONHIDE Enough. We're all puzzled. Whatever their reason, subterfuge is more important than ever. Wheeljack? Wheeljack holds up a small disc and inserts it into a control panel. WHEELJACK You should be receiving this now. Something I've developed with Mirage's help to overcome our... 'ghost' problem. Everyone on the left side of the room... transform! A dozen Autobots comply. Then, HUMAN FIGURES materialize in the driver seats of the Autobots. The figures are lifelike, but comically inanimate and somber. Worse, they are extremely inappropriate for their respective vehicles: Ratchet the ambulance is manned by a ninja. Sideswipe the Lamborghini contains a couple of girls in lycra suits. Hound the jeep is driven by a rabbi. RATCHET So... how do we look? IRONHIDE I guess there's only one fellow to ask. The standing Autobots turn to Spike, who just stares at the circus. SPIKE I think you missed a space for Burt Reynolds. JAZZ (completely serious) Wheeljack. Have Teletraan One emulate Burt Reynolds. Wheeljack is about to actually do it. SPIKE (laughing) Guys, stop. This... It's not gonna work. You look like Wacky Races. WHEELJACK (almost hurt) I strove for plausible diversity! MIRAGE Back to the drawing board. IRONHIDE There's no time. We're wasting every minute. We've got to do it and do it now. SPIKE Do what? JAZZ Find Optimus. INT. BLACKROCK LABS - LAB A The lab is dark and deserted. The computers continue to probe Optimus' memory. The enormous lab doors hiss open. A nervous DR. AARON enters. He moves to the computer console downloading Optimus' mind and SMASHES IT with a chair. He pushes switches and the CLAMPS restraining Optimus are UNBOUND. He runs to Optimus. DR. AARON Can you hear me? You must leave. OPTIMUS Doctor? What is the matter? DR. AARON Hurry. You must leave. OPTIMUS I must assist Mr Blackrock. DR. AARON Not this way. This is wrong. OPTIMUS What do you mean? DR. AARON Trust me! You must escape! OPTIMUS What about my comrades? DR. AARON Forget them. Leave now! Optimus removes the rest of his bindings and stands. OPTIMUS What has happened to them? Blackrock enters. BLACKROCK I'm disappointed in you, Aaron. Aaron whirls on Blackrock, angered. DR. AARON You lied! You -- FAINT PLANE SOUND. Gets louder and higher in pitch. STARSCREAM, THUNDERCRACKER AND SKYWARP CRASH DOWN THROUGH THE ROOF! The Decepticons face Optimus. STARSCREAM Kill him. Thundercracker and Skywarp blast Optimus. He shields himself behind a large bank of computers. DR. AARON No! Don't fight! Starscream casually blasts the Doctor, who flees for cover in the nick of time. Starscream approaches a trembling Blackrock. Starscream grabs the human and stuffs him in his cockpit. He turns to his henchmen. STARSCREAM Finish the Autobot. Starscream blasts off through the hole. The Decepticons heft their rifles, ready to blast Optimus. Quick as a flash, Optimus reveals himself, surprising the Decepticons, transforming into truck form. He drives through the exit, Decepticons blasting away. INT. BLACKROCK LABS - CORRIDOR Optimus drives through the large corridors away from the Decepticons who pursue, firing their weapons. With skillful driving, Optimus gains a lead on his pursuers. He drives into a large, dark doorway. INT. BLACKROCK LABS - LAB C Optimus transforms, looking for somewhere to hide. He makes a horrible discovery: BLUESTREAK and PROWL lie on assembly lines. They have been DISMANTLED. OPTIMUS Prowl! Bluestreak! The Decepticons are heard behind Optimus. He takes cover behind a large crane. Skywarp and Thundercracker enter and stalk Optimus in the huge lab. SKYWARP Come out, come out, wherever you are. The decepticons kick over terminals and apparatus. No Optimus. THUNDERCRACKER Where is he? From nowhere, Optimus CHARGES Thundercracker, pushing him THROUGH THE WALL and outside! EXT. BLACKROCK DAM - NIGHT The pair tumble into the night air. Optimus pins Thundercracker to the ground, slugs him with all his might. One! Two! Thundercracker lies still. A third punch for luck! Skywarp appears by the hole in the Blackrock building. He transforms and flies, only meters above ground, directly at Optimus! As Optimus turns to face his enemy, he is IMPALED on Skywarp's nose! He is pinned to Skywarp as they fly. Skywarp flies toward THE DAM! Optimus sees. SKYWARP Kiss it goodbye, Autobot. You have a particularly... 'damming' fate in store. With great effort, Optimus pulls himself free, swings on top of Skywarp and, holding his wings, steers him toward the site's POWER LINES. OPTIMUS Fate can change shockingly. Optimus leaps, landing in the water as Skywarp HITS the cables. He fizzes and sparks in a tangled mess, convulsing until he flops still. Thundercracker appears at the top of the dam and fires at Optimus! Optimus dodges. Thundercracker leaps down onto him. Thundercracker slugs Optimus. One! Two! Optimus goes down, still. THUNDERCRACKER I owe you. Thundercracker is about to deliver the lucky third. Optimus' hand comes up from the water HOLDING THE RIFLE HE LOST IN THE EARLIER SCENE. OPTIMUS It's on me. Point blank, Optimus FIRES. Thundercracker falls beneath the water, a puzzled look on his inanimate face. Optimus stares at the weapon in shock. He collects himself and walks away with his prize. INT. DECEPTICON FORTRESS - PRISON Starscream enters, holding Blackrock. BLACKROCK What do you want from me? I can give you anything! Please don't hurt me! Starscream opens a cell and throws blackrock inside. Leaves. BLACKROCK I can help you! I want to help you! VOICE (O.S.) They won't listen, Mr. Blackrock. It's Daniel in the next cell. BLACKROCK You know who I am? DANIEL Yes sir. I work for you. Daniel Witwicky, sir. Blackrock remembers something. BLACKROCK Of course! Daniel Witwicky. You're one of my engineers. What do these things want with us? DANIEL You got me. But there is a connection. BLACKROCK Oh? DANIEL We're all metallurgists, mineralogists, synthetic engineers, Even geologists. Almost everybody here specializes in structural compounds. BLACKROCK That's odd. DANIEL They ask us all kinds of questions about who's developing what and where, what kind of facilities we have. Daniel waves around. DANIEL This stuff is light years ahead of anything we can put together, and they want to know about foil containers. Beats the hell out of me. BLACKROCK I wonder what's in store for us. DANIEL Maybe this is it. I'm scared. I can't leave my son alone. Not like that. I never knew. I could have told him what he needed to know. I should have. BLACKROCK I can get us out of here, Daniel. Daniel is surprised. EXT. BLACKROCK DAM - NIGHT Ironhide, Jazz and Mirage spy on the site from a distance. IRONHIDE'S POV: High-tech ZOOM on the buildings, the dam, the shredded power lines. The army and press do their thing. IRONHIDE This is where Teletraan One said Optimus disappeared. Seems somebody not native was sure here. JAZZ Decepticons? IRONHIDE I'll give you ten to one. A soldier with sights sees the Autobots. SOLDIER THERE THEY ARE! Every weapon in the vicinity FIRES at the Autobots! JAZZ Looks like it doesn't matter to some anymore. The Autobots transform and flee. MIRAGE This planet sucks. INT. DECEPTICON FORTRESS - THRONE ROOM Starscream marches into Megatron's throne room holding Blackrock. He dumps him at Megatron's feet. MEGATRON Do you know why you are here? BLACKROCK Because I can help you. I am an extraordinarily wealthy man, near infinite resources at my dispos -- MEGATRON Shut up. My interest is in the Autobots. You were helping them. BLACKROCK I wasn't! I swear! My loyalties lie with the strong. Strength is what got me where I -- STARSCREAM Let me kill it. Blackrock pales. Megatron shrugs. MEGATRON It is clear it knows nothing of value. Starscream advances. BLACKROCK Oh god! I can give you the Autobots! That man in your prison -- Daniel Witwicky. The Autobots are searching for him. Optimus told me himself. You can use him! Starscream smiles. Megatron considers. Stands. MEGATRON If this fleshling is as valuable as you say... I shall give you what's coming to you. BLACKROCK W-what is that? Megatron leans in real close. Blackrock nearly faints. MEGATRON A willing specimen. EXT. POWER PLANT - NIGHT Jazz in car form and Spike skulk around a POWER PLANT perimeter fence. There is a military presence. SPIKE What are we doing? JAZZ We've been running off reserve power since we got here. SPIKE You just gonna steal it? JAZZ I don't like the Decepticon way either. We're desperate. SPIKE You guys are in enough trouble as it is. JAZZ I won't get caught. SPIKE You might. We ain't playing around anymore. JAZZ (sad) It's my fault all this has happened. Things might have been different. SPIKE Don't beat yourself up about it. If you wanna do something right, don't do this. We'll find another way. Jazz considers. JAZZ You're right. Let's -- A patrolling army tank EXPLODES! And another! STARSCREAM swoops down and attacks the soldiers. JAZZ Starscream! I have to stop him. SPIKE You can't! He's too powerful! Jazz transforms. Sets Spike on the ground. JAZZ STARSCREAM! Starscream turns. In his cockpit is DANIEL, strapped to the seat. Spike and Daniel LOCK EYES. Daniel soundlessly beats his fists against the glass. SPIKE THAT'S MY DAD! Starscream stares venomously. He TAKES OFF. Spike's eyes plead with Jazz. Jazz picks up Spike, transforms and is suddenly dust. EXT. ROAD - NIGHT Jazz and Spike race after Starscream. You've never seen a car drive so fast. SPIKE4 What if we lose him? JAZZ We won't. CUT TO: ON ANOTHER ROAD, Sunstreaker and Sideswipe spy Starscream. SIDESWIPE We've got your boy, Jazz. CUT TO: ON YET ANOTHER ROAD, Ironhide and Mirage also see Starscream. IRONHIDE Make that two more seats for the flying jerk show. The Autobots close in on Starscream. EXT. ARENA - NIGHT In an open arena, a MOTOR SHOW with everything takes place. Racing, monster trucks, bike stunts. Spectators have a great time until Starscream THUNDERS DOWN INTO THE CENTER, crushing people and vehicles. Spectators scream. The AUTOBOTS smash through a large gate and transform. JAZZ Surrender the human, Starscream. You're outnumbered, and there are more of us on the way. STARSCREAM Good. JAZZ You're crazy if you think you can take all of us. STARSCREAM Then watch how crazy I can be. Jazz goes for Starscream. Starscream kicks, punches him off. Ironhide grabs Starscream from behind. Starscream swings Ironhide round and smashes him into Jazz. Mirage, Sideswipe and Sunstreaker attack simultaneously. Starscream clobbers them. More autobots arrive. Some carry primitive LASER RIFLES. They fire ineffectually at Starscream, who returns all-too effective fire. Several Autobots go down. STARSCREAM Where are you, Autobot? Come join the annihilated! Ironhide leaps at Starscream once more. Starscream counters and head-butts him. Sideswipe unsuccessfully rushes Starscream as Sunstreaker follows. Jazz transforms and drives at Starscream. The GROUND BENEATH HIM SINKS. Jazz screeches to a halt. He is on an elevator, descending into darkness. INT. DARKNESS SPIKE Shit. We died and went to hell. JAZZ I thought hell was only for humans. SPIKE It is. I'm just screwing around. The head of a GIANT FLAME-SPEWING METAL MONSTER appears as the platform descends. Spike turns ashen. LENNY pokes his head out of one of the monster's eyes! Lenny sees Spike in *that* Porsche and stares. SPIKE AND LENNY WHAT ARE YOU DOING HERE? EXT. ARENA - NIGHT Starscream fights the few standing Autobots. The rest lie in pain or still. INSIDE STARSCREAM, Daniel watches the carnage outside helplessly. Considers. An idea! He reaches into his pocket and pulls out the ELECTRO MODULATOR. Starscream smashes the last few Autobots. He's won. Behind Starscream, jazz emerges on the rising platform. Beside him is the freakiest most ragged-looking metal 'motor show monster' ever. Meet GIGANTRON. Gigantron fans in the audience holler. KID GIGANTRON! TRUCKER Kick his freakin' ass! Jazz and Gigantron circle Starscream. Jazz edges nearer. Gigantron pathetically lumbers forwards. Starscream sweeps Jazz and plants an elbow. Gigantron breathes fire at Starscream. Starscream hurls a car into its jaws. Jazz gets up. The car falls from Gigantron's mouth. The crowd cheer the pair. Starscream is pissed off. No more messing around. He aims his LASERS at the duo. INSIDE STARSCREAM, Daniel aims the Electro Modulator at Starscream's controls and pushes the switch. BZZZT! Starscream's lasers glow... and FIZZLE OUT. He looks at them in surprise. He suddenly seems unstable on his feet. He takes a step forward and FALTERS. STARSCREAM What... Did you do... TO ME? Jazz looks at Gigantron. Huge grin. JAZZ Payback time. Jazz sprints at Starscream and drop-kicks his head. Starscream reels. The crowd cheers. Gigantron bites Starscream's arm and swings him into Jazz's waiting clothesline. More applause. Jazz picks up Starscream and throws him into Gigantron's jaws which clamp around him. Gigantron begins to spin on its wheels, faster and faster. The crowd goes nuts. Gigantron releases, forcefully hurling Starscream into a GAS TRUCK. KABOOM! A burning Starscream rises, clutches his chest in pain. STARSCREAM The... creature! Furious, Starscream rips open his cockpit. Plucks out Daniel and HURLS him forcefully at the ground. Mirage transforms, drives over a stunt ramp, through the air, CATCHES daniel mid-fall. Several other Autobots come to and join the victors, surrounding Starscream. Mirage drives Daniel to Spike. They embrace. Starscream looks messed up, but he's smiling. IRONHIDE Face it, 'Con. You blew it. STARSCREAM (privately amused) Momentarily. Starscream pushes a switch on his wrist. It BLEEPS rhythmically. SPIKE It's a bomb! STARSCREAM (ecstatic) Fools! A simple trap for simpler minds! Every Autobot on this wretched mudball for one pathetic carbon-based lifeform. Was it worth it? The Autobots look around at their comrades. They're pretty much all there. They're screwed. STARSCREAM A pity your valiant leader could not join you. Gigantron's platform EXPLODES UPWARDS as a red and blue blur leaps into the air and lands between the Autobots and Starscream. It's Optimus. He is HOLDING SOMETHING. MIRAGE Optimus! OPTIMUS Sorry I'm late. I didn't have anything to wear. STARSCREAM On the contrary, you're just in time! Seconds from now, I shall be at a safe distance. You shall be vaporized by the energon bomb below us. OPTIMUS You mean this bomb? Optimus reveals that he is holding STARSCREAM'S EXPLOSIVE. Starscream's face drops like ballast. STARSCREAM (seething) You still don't get it. Why we're here. You're simply delaying your inevitable demise. Starscream aims his lasers at Optimus. Optimus holds the explosive before him. He thumbs a BUTTON threateningly. Stalemate. OPTIMUS Go for it, flyboy. STARSCREAM When I fly, I prefer it to be in one direction. Starscream hangs up the gun. STARSCREAM I won't forget this. Starscream flies away. From Optimus' expression, it seems he won't forget either. INT. THE ARK - CPU CORE STATION The surviving Autobots are gathered. Daniel and Spike perch on Mirage. Optimus and Ratchet enter. BRAWN Optimus, what happened? Optimus frowns. OPTIMUS Blackrock betrayed us. DANIEL Us too. OPTIMUS He is in league with the Decepticons? DANIEL Lousy son of a bitch used me as bait. JAZZ Bluestreak and Prowl? Ratchet shakes his head. RATCHET There's nothing I can do. It brings our fatalities to five. IRONHIDE I'm gonna kick those Decepticreeps' butts so hard they're gonna be sittin' on craters. BUMBLEBEE How? They're practically indestructible! OPTIMUS Not so. He holds aloft the DAM RIFLE. OPTIMUS This can hurt us, but it can also hurt them. MIRAGE Where did you get it? OPTIMUS It is Decepticon weaponry. It's how they found us. It's how they found Jazz. It's how I found you. SUNSTREAKER It targets us? Optimus nods. Waves the gun over the Autobots. A GRAPHIC on the gun activates and BLEEPS. OPTIMUS We must find out how. Wheeljack, Hound. Optimus gives them the gun. OPTIMUS Find out what you can. We have little time. Megatron is up to something. He has stolen more than enough energy to maintain his power needs, yet continues to do so. DANIEL And theres the metal plants he's been ripping off. SPIKE Chemical plants now, too. OPTIMUS (concern) Chemicals? SPIKE Yeah. Only like the fuel stockpiles, they leave them when they're done looting. DANIEL But when it comes to metals... Daniel mimes an explosion with his hands. IRONHIDE (O.S.) Say, we're all here, right? Wheeljack and Hound stand near an exit door. OPTIMUS Correct. WHEELJACK Then why's this thing reading hotter than a Mercury summer? Ironhide is pointing the gun toward the open door. The gun sensor BLEEPS. The Autobots react. INT. THE ARK - RECONSTRUCTION CHAMBER The Autobots follow Optimus and Ironhide into the chamber. They follow the signal to: THE CHROME SPHERE. OPTIMUS (putting it together) Megatron. BUMBLEBEE What? OPTIMUS Those walls aren't there because of a hull breach. IRONHIDE There wasn't a breach? OPTIMUS Oh, there was. And I have a pretty good idea why. Megatron didn't follow us! He was here all the time! He boarded the Ark and killed everyone on board. He reprogrammed Teletraan One to rebuild his Decepticons in a separate chamber. This one. Teletraan must have separated the Ark to keep us from discovering one another. Jazz plays with the strange sphere. It shrinks and grows as before. HOUND But why does that thing show up on this scanner? Optimus picks up the sphere. OPTIMUS This is what Megatron fears. Discovery. He is systematically erasing all potential trace of this metal from the planet. JAZZ But why? OPTIMUS Megatron used it to give us camouflage. It is a nano-ductile mass compound that allows us to change size and shape. It is what we are. It is our weakness. We can stop them! All eyes are on Optimus. SPIKE Far out. INT. BLACKROCK LABS - LAB A - NIGHT Dr. Aaron wanders the smashed empty lab. MEGATRON (O.S.) Greetings, Doctor Aaron. Aaron looks up through the hole in the ceiling and sees Megatron. Megatron fixes a gaze the likes of which you have never seen upon Aaron, his face a mix of intense emotions. Aaron freezes. DR. AARON Who -- who are you? MEGATRON The black sheep. INT. THE ARK - GARAGE Wheeljack and Hound mount a large REPLICA of the Decepticon rifle on a tripod and make adjustments. It is aimed at the metal sphere on a stand. The real Decepticon rifle has been reverse-engineered to pieces. Daniel supervises. Spike watches from a console. SPIKE Can I help? Daniel frowns. DANIEL I don't think so, son. Better leave it to the pros. SPIKE I don't believe it. First you tell me I never do anything. Now you won't let me? DANIEL This ain't hot rodding, kid. It's serious business. We need experts. Go help Jazz patrol or something. SPIKE You know I can do it. But I can't have any glory because I might get pleased with myself, right? Man! I never hear a "Way to go, Spike". Nary a "Bitchin' pancakes, Spike". God forbid even a "You don't suck, Spike". Daniel jabs a screwdriver in something. DANIEL Your pancakes ain't bitchin'. Spike throws up his arms in resignation. SPIKE Unbelievable. Spike hops down from the console and exits. Optimus enters. OPTIMUS How goes the study? WHEELJACK We're having trouble figuring out how the beam penetrates our skin, but we managed to set our trackers to the Decepticons' own fingerprint. Wheeljack hands Optimus a SENSOR DEVICE. OPTIMUS Good. We need to find Megatron and figure out what he's up to. In the meantime, please continue. We need those weapons! INT. THE ARK - CPU CORE STATION Spike climbs up to a console where his stuff is. Picks up the LAPTOP. He's about to climb down when a large monitor nearby once again FLASHES UP THE 'CHILDREN OF CYBERTRON' LOGO. Spike thinks. Plugs the laptop into the console and types. A PERCENTAGE BAR appears on Spike's monitor and counts upward. INT. DECEPTICON FORTRESS - THRONE ROOM Megatron sits on his throne. He thumbs the tiny featureless GLASS CONTAINER from the prison. It interests him as much as ever. On one armrest is a CASSETTE PLAYER. A disheveled Starscream enters, behind him a similarly rough Skywarp and Thundercracker. MEGATRON Report. STARSCREAM The plan failed. The one you call 'Optimus' is alive. He ruined everything. Starscream is cool, but the other Decepticons look nervous. Megatron SMILES. Twirls the container. MEGATRON Fetch the human. Skywarp exits. MEGATRON A happy coincidence. I want the Autobots alive. STARSCREAM (shock) What? MEGATRON The plan has altered. You will not pursue the Autobots. STARSCREAM They must die! MEGATRON You will obey! Starscream's jaw sets. STARSCREAM Are you scared? Megatron stands. Thundercracker tenses. MEGATRON What was that? STARSCREAM You are scared. Megatron's eyes narrow. Just a little. MEGATRON Why don't you find out? For a moment it appears as if the shit is gonna hit. Then Starscream backs down. STARSCREAM Forgive me, mighty Megatron. Megatron sits, but tension is still there. Skywarp returns with BLACKROCK. Dumps him before Megatron. BLACKROCK What's going on? You promised you would supply me with a willing specimen of your kind! MEGATRON And I have. BLACKROCK Who? MEGATRON Me. I am assisting the good Doctor Aaron as we speak. BLACKROCK While I'm still in here? What good to me is that? MEGATRON None whatsoever. Without taking his eyes off Blackrock, Megatron BURSTS the container with his fingers. A flying glass shard narrowly misses Blackrock. BLACKROCK You metal bastard! You could have killed me -- Blackrock's voice catches. He begins shivering violently. His eyes bulge. Black VEINS creep over his features. His skin begins to SMOKE and BUBBLE. He screams. Blood pours from his nose, mouth, eyes and ears. He vomits innards. He falls over DEAD. MEGATRON (in thought) It's not painful enough. (cheerfully returning to prior conversation) Fear not. The Autobots will perish in time. Megatron picks up the cassette player and throws it into the air. It doesn't come back down as a cassette player. It comes down as something freaking ENORMOUS, easily twice as big as the other Decepticons. We see it only as a silhouette, peering at the figures below. Megatron speaks to it. MEGATRON You have set in motion a backup plan, correct? The vast figure speaks in creepy bland monotone. FIGURE AFFIRMATIVE. AUTOBOTS TAKEN BAIT. MATTER OF TIME UNTIL BAIT TAKES AUTOBOTS. Megatron addresses his soldiers. MEGATRON Then let's pay a visit. EXT. ROAD - DAY Jazz and Spike zoom along a quiet country road. SPIKE No way. I beat you. JAZZ If you did, which you didn't, you only beat yourself. SPIKE What? JAZZ I attuned myself to replicate your vehicle specification and driving ability. SPIKE Son of a bitch! JAZZ If I hadn't, I'd have been racing my own blur. Spike fumes. They sit in silence for a while. JAZZ And I won. Spike shakes his head with amused incredulity. SPIKE Only way we're gonna know, Autobutt, is by getting that finish on tape. (remembers) Tape! I almost forgot. Spike reaches into his pocket and pulls out the CASSETTE from the house. SPIKE Under the circumstances, you hardly deserve this. JAZZ What is it? SPIKE It's awesome. Spike inserts the cassette into Jazz's dash. JAZZ STOPS MOVING INSTANTLY, screeching to a halt. Spike is rocked in his seat. SPIKE What the hell are you doing? Jazz does not answer. SPIKE Jazz? Jazz? Are you okay? Shit, I hope I didn't pick country music. Slowly, Jazz starts to drive forwards. SPIKE Hey, you had me worried for a second there. Jazz still does not answer, but he is driving at normal speed once more. SPIKE Hey man, are you sure you're ok? JAZZ (oddly filtered, cold) I'm fine. SPIKE So what are you waiting for? Hit the tunes! JAZZ I have sampled the medium's content. SPIKE (laughing at the cold description) And? What did you think? JAZZ "Awesome". Jazz accelerates. EXT. JUNKYARD - DAY Optimus and a convoy drive into a massive junkyard. All manner of unsorted crud is dumped in an enormous enclosure. Optimus transforms. He holds the SENSOR DEVICE. He looks at it. OPTIMUS I'm getting strong readings. Ironhide and Mirage transform. They look around. It's a graveyard for all kinds of vehicles. IRONHIDE This place gives me the creeps. BUMBLEBEE So where are they? MIRAGE It's just miles of junk. Mirage senses something. MIRAGE Wait -- Of course! Mirage squeezes his eyes shut. Concentrates hard. Effort takes a toll on Mirage. He staggers. The Autobots support him. OPTIMUS Mirage! A VAST PIECE OF THE JUNKYARD DISAPPEARS, a hologram. In its place is a yawning mechanical CHASM, similar in size and design to the one on Cybertron, only this one shows great troughs of earth between metallic strips of LATTICEWORK lining the walls. MIRAGE (fatigued) Nice trick. The Autobots peer into the abyss. Ironhide whistles. IRONHIDE How long have they been digging this? BRAWN It explains the earthquakes. Optimus looks troubled. OPTIMUS I've seen something like this before. IRONHIDE Where? OPTIMUS On Cybertron. BRAWN Are you sure? OPTIMUS Megatron destroyed our world. (grim) He's going to destroy this world too. The Autobots absorb this heady information. OPTIMUS We have to stop him. Something on Ironhide's wrist BEEPS. He pushes a switch and hears Ratchet's voice. RATCHET (O.S.) Guys, I think you should hear this. Ratchet's voice is replaced by the sound of a NEWSREADER. NEWSREADER (O.S.) -- Cassettes. The robot is currently heading into the city. It has already caused significant damage. Casualties are estimated -- My god, it's coming this way! Look out -- The transmission goes dead. Optimus looks ready to bust heads. OPTIMUS AUTOBOTS, TRANSFORM AND ROLL OUT! They do. EXT. CITY - DAY Hundreds of people run screaming from something. BUILDINGS shredded, toppled, crushed. CARS overturned and squashed. FIRE and SMOKE. The ground rhythmically SHUDDERS. The Autobots show up and transform. OPTIMUS We've got to find the Decepticons! MIRAGE But we can't stop them! OPTIMUS People are dying! We have to do something! Let's move it! The Autobots split up. CUT TO: Bumblebee moves through a street. Thundercracker DROPS DOWN BEHIND HIM. The size difference between the two is absurd. Sadly, David's out of rocks and Goliath knows it. THUNDERCRACKER What's up, shorty? Bumblebee aims his puny gun. Thundercracker swings his entire foot into poor Bumblebee, who is kicked a block, limbless, still and leaking. CUT TO: Brawn wanders down a narrow street. He looks up as a SHRIEKING SHAPE flies down and TEARS HIS HEAD OFF. CUT TO: GEARS (Red and blue 4WD Off Road) climbs a building, searching the horizon. Unseen to him, a giant BLUE HAND reaches from below and CRUSHES HIM. CUT TO: Mirage comes face to face with Skywarp. SKYWARP You're the one they call Mirage. MIRAGE I might be. SKYWARP Ah, but a mirage cannot be seen by two. Mirage realizes -- Thundercracker is behind him. Mirage turns and Skywarp blasts him in the back. SKYWARP The Ark awaits. They blast off. EXT. MT. ST. HILARY - DAY Jazz drives back to the Ark. INT. THE ARK - CPU CORE STATION Teletraan 1 scans Jazz on a screen. It flashes up an 'AUTHORIZED' message. EXT. MT. ST. HILARY - DAY The SHIELD POWERS DOWN. The HOLOGRAM DISSOLVES. SPIKE Promise me you'll get your charisma gears lubed. Jazz drives inside. The shield returns. INT. THE ARK - ENTRANCE - DAY Jazz drives to the bottom of the ramp and transforms, roughly EJECTING Spike. SPIKE Hey! Jazz enters the Ark. Spike hurries after. EXT. CITY - DAY Optimus runs into Ironhide. OPTIMUS Ironhide! IRONHIDE Optimus! Brawn and Gears are missing, along with Mirage and Bumblebee. All of this is finally starting to wear Optimus' unflagging, almost naive dedication down. He momentarily looks helpless, fights it off. OPTIMUS Then we must find them too. The GROUND SHAKES! A colossal SHAPE explodes from the buildings. And there he is -- SOUNDWAVE! The cassette player Decepticon in all his terrible brutish glory. OPTIMUS Soundwave... Soundwave picks up Ironhide and TEARS HIM IN TWO! OPTIMUS IRONHIDE! SOUNDWAVE DECEPTICONS RULE. AUTOBOT FOOL. Soundwave sweeps a massive fist at Optimus. Optimus dives out of the way. Soundwave pushes buildings over, trying to crush Optimus. Optimus looks around for a weapon, an idea, anything. He doesn't stand a chance and he knows it. Soundwave advances. INT. THE ARK - CPU CORE STATION Jazz enters the station. He starts punching buttons on Teletraan 1. Graphics of the shield around the Ark appear on a screen. Jazz hits a switch and the shields FADE. EXT. MT. ST. HILARY - DAY THE SHIELD FALLS. INT. THE ARK - GARAGE Wheeljack, Hound and Daniel test the ALLOY LASER. WHEELJACK Alright. (signals) Fire! Hound blasts the sphere, knocking it off its mount. It spins on the floor, a chrome donut. Wheeljack picks it up excitedly. WHEELJACK By the Matrix! The laser rewrote the metal's cellular makeup! This is better than we could have ever hoped! DANIEL Meaning what? HOUND We hit the Decepticons with this, not only can we hurt 'em, but they can't transform! They can't run, they can't hide! He victoriously holds aloft the donut. WHEELJACK We've got you now, Megatron! An ALARM sounds. TELETRAAN 1 (O.S.) Warning. Warning. Shield integrity exceeding safety parameters. Warni -- The Autobots looked shocked by Teletraan 1's abrupt message. They hurry out of the Garage. INT. THE ARK - CPU CORE STATION Jazz shuts the systems down. Every screen dies. Then Jazz suddenly POUNDS Teletraan 1 to pieces. He's not himself, furious and crazed. He tears out panels and circuitry. Wheeljack and Hound enter, horrified. HOUND JAZZ! Spike and Daniel catch up, shocked. Wheeljack and Hound try to pull Jazz away from Teletraan 1, but he's abnormally powerful. He shrugs them off with ease. SPIKE Jazz, snap out of it! Jazz sees Spike. Then: a spark of recognition. JAZZ (normal voice) S -- pike! (horrific voice) AAU-TOOO-BOOT -- Jazz begins to shudder. He screams. His torso EXPLODES as a rapidly-growing LARGE ROBOTIC PANTHER dives out of him. Jazz's corpse falls. The panther eyes the horrified Autobots and humans. This is the Decepticon RAVAGE. Ravage unleashes a rocket at Hound. Hound EXPLODES where he stands. Wheeljack GRABS the humans, transforms, races out of the station, Ravage blasting after them. INT. THE ARK - CORRIDOR Wheeljack escapes with the terrified humans. WHEELJACK We have to get out of here! The shields are down! Anything could -- MEGATRON (O.S.) Anything has. Megatron is right in front of them. Starscream at his side. Megatron transforms, falling into Starscream's hands. Wheeljack transforms, hurls the humans into a COOLING DUCT seconds before Starscream blows him to pieces. Ravage catches up. Megatron pets the snarling thing. MEGATRON Good work. STARSCREAM I thought we weren't supposed to kill them. Megatron offers a knowing smile. What's he up to? EXT. CITY - DAY Soundwave chases Optimus through the streets, knocking down buildings as he goes. It's all Optimus can do just to stay out of the monster's grasp. Suddenly Optimus and Soundwave are besieged by ATTACK CHOPPERS led by General Mallett! He commandeers the attack from the deck of a gunship. MALLETT Cut 'em down, boys, bake 'em like rye. The choppers UNLOAD. Soundwave simply ignores the attack. Optimus feels it, but an advancing Soundwave commands his attention. Optimus hears a CRY. It's a little girl yelling from a smoking 4th story window nearby. GIRL Help! Help! Optimus can't figure out what to do. So he ACTS. He GRABS the girl and runs. Enraged, Soundwave pursues. Mallett sees that Optimus has the girl. MALLETT Hold your fire! It's got a civilian! Optimus is suddenly faced by an impasse of mangled buildings. Cornered. He faces Soundwave, ready to die. MIRAGE (O.S.) Hey, Radio Shack! Soundwave turns to see a barely living MIRAGE behind him. OPTIMUS Mirage! MIRAGE (to Optimus) Stay away from the Ark! We've been had! Soundwave SMASHES Mirage underfoot. Mirage is no more. No time for grief, Optimus transforms, drives between Soundwave's legs, transforms to robot mode, PLUCKS a near- flying chopper out of the air, SHOVES the girl inside before transforming again and driving like shit away from danger. Mallett watches Optimus go pensively. INT. THE ARK - CORRIDOR The surviving Autobots attempt to repel the invading Decepticons with their crappy laser guns. Armed with Megatron, Starscream is a one man army, cutting through the Autobots like butter. Soon only Sideswipe and Sunstreaker remain. Sideswipe watches as Sunstreaker is cut down. SIDESWIPE Bro! Starscream turns his attention to Sideswipe. Sideswipe reluctantly flees. INT. THE ARK - GARAGE Sideswipe runs in and grabs the ALLOY LASER. Starscream pursues. Sideswipe aims. Starscream blasts Sideswipe, the laser destroyed with him. Megatron transforms. STARSCREAM I believe that was the last one. Megatron kneels by Sideswipe's corpse, placing his hand in the smoking wound in Sideswipe's chest. Megatron CRUSHES something inside. BLUE LIGHTNING erupts from the cavity, coursing through Megatron. Megatron feverishly rides out the rush. It ceases. Megatron appears satisfied. Very. MEGATRON More. EXT. JUNKYARD - NIGHT Optimus drives into the yard, transforms. He moves swiftly and determinedly. He runs to the edge of Megatron's chasm and produces STARSCREAM'S EXPLOSIVE. He's about to hurl it in when: Starscream catches Optimus' hand. STARSCREAM I'm not flying today. Starscream swings a GIRDER over Optimus. Skin buckles. Swings again. Optimus' windows smash. Another swing -- MEGATRON (O.S.) Enough! Megatron, Ravage and the planes arrive. Starscream picks up the explosive and deposits it in his cockpit. OPTIMUS Megatron! You came with us. You were on the Ark the whole time. You killed Sigma Prime! MEGATRON Prime stood in my way. He killed himself. Furious, Optimus leaps at Megatron. Megatron grabs Optimus' throat and begins to CHOKE HIM! MEGATRON Perhaps you'll follow in his footsteps after all. Megatron watches Optimus' life seep away. Optimus seems almost grateful. Megatron drops Optimus. OPTIMUS Megatron. Please. Whatever it is you plan to do. Let the humans live. This is nothing to do with them. Megatron smirks. He heartily guffaws. He's howling. MEGATRON You really have no idea, do you? OPTIMUS I remember what you did to Cybertron. I saw it! MEGATRON Did you now? (pure whimsy) To think you've spent your whole life studying history. Most amusing. The academic's view of the world is mechanical, ordered. It does not apply to the chaotic paradox of reality. Everything you know is wrong. Time cannot be dissected and documented. The past is meaningless. The future cannot be foreseen. The historian's value of cause and effect is staggeringly insignificant. Time has no beginning. It has no end. All it has is now, Optimus. OPTIMUS I'll never look at a clock again if you shut up. Megatron grins. SOUNDWAVE shows, dragging Autobot corpses. MEGATRON Are they alive? SOUNDWAVE IMMOBILIZED BUT FUNCTIONAL. MEGATRON Not for long. OPTIMUS What are you doing? Stop! Optimus watches helplessly as the Decepticons wire up CABLES to the Autobot husks. The cables rendezvous at Megatron's chest. MEGATRON Does power corrupt the corrupted? The cables surge with BLUE LIGHTNING! Megatron FEEDS off this tremendous power! OPTIMUS NO! The power rush subsides. Megatron is bug-eyed and high. MEGATRON More than enough. Come. Starscream gestures to the smoking Autobot corpses. STARSCREAM What about these? MEGATRON (as if it's obvious) Take them home. Soundwave gathers the Autobots and leaves. Starscream points a DEVICE at the chasm. The hologram RE-ACTIVATES. Megatron addresses Optimus. MEGATRON It's all over. You're the last of an extremely endangered species. How's that for historic? Optimus wants Megatron so bad he can taste it. Megatron leans in close. MEGATRON I know what you want. You want to kill me. And if you can't kill me, you want to try, satisfied that you at least died trying. I deny you this satisfaction. I'm sparing you. I want you to be around to see it happen. I want you to realize I was right. I want you to watch them die. Optimus lunges at Megatron. The Decepticons hold him back. MEGATRON Don't fight. Megatron just stares at Optimus. Optimus lunges again, and infuriatingly, the Decepticons hold him back once more. MEGATRON Don't fight. At last, Optimus sinks to his knees. He knows it's hopeless. The Decepticons leave Optimus in the middle of the endless junkyard to endure the rest of his miserable existence. FADE OUT. FADE IN: EXT. JUNKYARD - DAY Optimus' battered vehicular form resides. Some refuse has been dumped over him. Rust shows in places. After an agonizing wait, a TRUCK pulls into the scrapyard. It stops and a figure emerges. It's the beautiful truck girl! Meet ANNIE WINTERS. She climbs over junk, sifting through with gloves. Occasionally inspects something that interests. She spies Optimus and is instantly interested. She approaches. ANNIE Yeesh. Nobody ever tell you you're a truck, not a hammer? Annie investigates closely. Walks around Optimus. ANNIE Hey, you're not so bad. To the trained eye at least. She rubs a window clean and peers at the dusty interior. Climbs inside. Puts Optimus in neutral. CUT TO: Annie's rig is tethered to Optimus. With a roar of screeching metal, Optimus is pulled from his prison. Scrap falls free. Annie hollers with glee. EXT. ANNIE'S HOME - DAY Annie tows Optimus to her HOUSE. It's huge. A palace. Secluded and leafy. Country for miles. CUT TO: ANNIE'S GARAGE. The garage is huge, sporting a collection of ARTICULATED VEHICLES. Annie does minor repair on Optimus. He's looking better already. Inside, Annie bangs her toe on something beneath the seat and pulls it out: Optimus' CYBERTRONIAN ARTIFACT. It's big as a trashcan lid, astonishingly beautiful. CUT TO: Optimus looks almost roadworthy. Inside, Annie inserts a key and tries the engine. It fires. ANNIE Alright! Annie drives Optimus out of her garage. CUT TO: ANNIE'S BACKYARD. Annie drives Optimus through her garden. It's stunning, never ending. ANNIE Doesn't it feel good to get out there again? You'll forget you ever missed it. Annie tries the horn. No sound. Annie shrugs. She floors Optimus, surprised by how fast he goes. ANNIE Oh, you're going to be something special, I can tell. They drive by a patch of exquisite ORCHIDS. Brief monochromatic IMAGES flash as Annie drives: FLOWERS. FLAMES. STARSCREAM. A VOLCANO. A GUN BARREL that FIRES with a haunting echo. Annie begins to lose control of Optimus. ANNIE Whoa! He swerves off the road and trundles down a hill into shrubbery. There's a nasty SOUND from inside Optimus as his engine feebly dies. ANNIE Rats. EXT. ANNIE'S HOME - NIGHT Annie tows Optimus into the garage. CUT TO: THE GARAGE. Annie wipes Optimus down. Connects his BATTERY to a CHARGER. ANNIE Nighty-night. Sleep tight. Don't fight. Annie turns off the garage light and leaves. OPTIMUS (faint) Don't... Fight... Annie returns. ANNIE Hello? Silence. Annie grabs a wrench. Stalks her imaginary visitor. ANNIE You'd better be lost, mister, or my wrench and your jaw have a real hot first date. Annie relaxes, convinced she's hearing things. She notices something weird. The charger is on, but ISN'T SUPPLYING POWER to Optimus. Annie removes Optimus' battery and stares at it, puzzled. She pulls out wiring. ANNIE What the hell is going on? Annie climbs inside Optimus and tries to remove the dash. Can't. She wedges the wrench behind a fracture and pulls with all her might. ANNIE Come on you mickey mouse piece of sh -- The dash splits. Annie tumbles out of Optimus, knocked on her ass. The inside of Optimus GLOWS BLUE. Annie cautiously approaches and peers inside. Beyond the errant dash piece we see Optimus' MATRIX GENERATOR. Glowing BLUE LIGHT swirls within an elaborate clear housing, like a contained storm. ANNIE Jumping jackrabbit Christ. Annie backs out of Optimus, trembling. - OPTIMUS Leave... Me... Annie looks around, startled. OPTIMUS Please... ON her WIDE-EYED EXPRESSION as she realizes THE VOICE IS COMING FROM THE TRUCK. ANNIE My god! You're one of them! Annie can't resist. She touches Optimus. He recoils slightly. ANNIE Uh, sorry. (still blown away) Wow. Oh goddamn! (apologetic again) Sorry. OPTIMUS (still weak) Do not reproach yourself. I shall be on my way. I do not wish for company. Optimus revs pathetically. Annie steps in front of him. ANNIE Well I do. And in case you haven't noticed, gas mowers have sounded healthier. Optimus' engine screeches and dies embarrassingly. Annie smiles. OPTIMUS I am Optimus. ANNIE Annie. EXT. ANNIE'S HOME - DAY Annie, grease covered, works under Optimus. ANNIE Come on. OPTIMUS I can't. ANNIE Can't or won't? OPTIMUS I do not wish to. ANNIE Why not? OPTIMUS Because it is futile. Something about Optimus' tone causes Annie to crawl out from beneath. ANNIE I just wanna see what you look like. No response. ANNIE I'm gonna turn my back, and when I turn around, I wanna see you. Gimme a hand here. Annie turns away. ANNIE Okay... One... Two... Three... There is a loud metallic sound. Annie, still facing away, jumps for joy. ANNIE Alright! She turns to face Optimus. He hasn't transformed. Some flimsy plating has fallen away, revealing a metal HAND. CUT TO: THE BACKYARD. Annie drives Optimus. ANNIE I fixed the horn. Annie gives the HORN a tug. "Robots In Disguise" blares. ANNIE You give it a try. OPTIMUS I do not wish to. Besides, I am not just square on the outside. ANNIE You're not kidding. OPTIMUS I monitored a news broadcast stating that it is hip to be square. ANNIE (thrown, then gets it) Would this 'news' have been reported by a Mr. Lewis? OPTIMUS (surprised) Yes! Annie stifles a laugh. CUT TO: A GRASSY HILL. Annie eats from a picnic spread. Optimus is parked nearby. From this point you can see all of Annie's estate. Flowery explosions of color everywhere. OPTIMUS I've never seen anything like it. It's so... colorful. ANNIE I found that weird thing of yours. What is it? OPTIMUS I do not know. I had hoped to find out. ANNIE Won't your buddies be looking for you? OPTIMUS No. ANNIE They abandoned you? OPTIMUS I... abandoned them. ANNIE You shouldn't hide, at least. OPTIMUS We are hated and feared. Endangered. ANNIE At least you have someone out there for you. Somehow, as a truck, Optimus reveals the merest sip of pain. It might be for both of them. OPTIMUS It must be hard by yourself. ANNIE Yeah, well, that's me. (darkly) 'Little orphan Annie'. (changing subject) You were good guys once. You did great things. You'll do them again. We'll forgive you. OPTIMUS I was never motivated. Merely obligated. They told me so. I was never focused on the moment. Never aware of my surroundings. Only concerned with dreams and faded memories. I never had time for time itself. ANNIE Jeez, give yourself a break. OPTIMUS You don't understand. ANNIE (irritated) No. I don't. Annie packs up the stuff. Starts to walk away. OPTIMUS Where are you going? ANNIE For a walk. On my legs. Optimus is left alone. EXT. ANNIE'S HOME - NIGHT A CAR drives slowly up to the gate, lights off. Two black- clad FIGURES emerge. They boost each other over the tall hedge and move toward the house. They produce glass-cutting equipment, etch a hole in a window and wriggle through. INT. ANNIE'S HOME - NIGHT The burglars quietly grab antiques, silverware, jewelry, bagging anything that looks expensive. One of the burglars spies Optimus' artifact. It's big and heavy, but he stuffs it in the bag. EXT. ANNIE'S HOME - NIGHT The burglars flee back to the front gate with the loot. MAN #1 Hurry up, we're going back for more after we dump this in the -- Car? Not anymore. The car has been crushed FLAT. An inches-thick steel pancake. The burglars react. MAN #1 What the hell? MAN #1 I don't like this, man. MAN #1 C'mon. CUT TO: THE GARAGE. Optimus is neatly parked among Annie's trucks. MAN #1 Dame got a thing for rigs, or what? MAN #2 (fidgety) C'mon, man. Let's beat it. Did you see the car, man? What coulda done that? Let's beat it. MAN #1 Let's grab a ride. The men check the rigs. Man #1 tries a couple with no success. MAN #2 This one's open! Man #2 stands by OPTIMUS, holding the door. MAN #1 Yeah. Who'd wanna steal this piece of crap? MAN #2 Us? Man #1 shoves man #2 aside and gets into the driver seat. Man #2 sits opposite. Man #1 readies to hotwire Optimus and notices KEYS. MAN #1 Dumb broad left the keys. MAN #2 Let's go! Let's go! CUT TO: THE DRIVEWAY as the thieves drive Optimus out of the garage to the gate. They're almost to it when Optimus' steering wheel TURNS sharply in the burglar's hand! MAN #1 Ow! They TURN AROUND, cut onto the turf, and head back to the house. MAN #2 What are you doing? MAN #1 I'm not! MAN #2 This is bad karma! Keep the loot! I'm outta here! Man #2 opens the door and makes his escape. MAN #1 Idiot. Man #1 fights for control of the truck. The truck nears the house. From inside, the truck appears to RISE HIGH UP INTO THE AIR! The burglar freaks. A GIANT BLUE HAND opens the burglar's door and plucks him out. The hand flings the yelling burglar in the turf. ANNIE has heard the noise and appears at a window. A huge smile lights up her face because: OPTIMUS stands. His decision to fight, no matter how small, is a victory. The burglar backs away from the giant truck robot. OPTIMUS Beat it. The burglar's mouth silently moves. He visibly pees himself. Optimus notices his door is still open and casually closes it with his thumb like one might brush a hair from a sleeve. The burglar screams and runs off into the night. Annie is delighted. ANNIE You were wonderful! Optimus sees the ARTIFACT among the burglars' scattered loot. He picks it up. Optimus seems to sense something. It passes. ANNIE Are you alright? OPTIMUS (convincing, yet betraying the lie) Better than ever. ANNIE You know, you're cuter than I thought you'd be. OPTIMUS I -- Uh -- Thank you. ANNIE It's a good thing you're already red. EXT. ANNIE'S HOME - DAWN THE GRASSY HILL, Annie beside him, as they watch the sun come up. Annie's garden is bathed in incandescent oranges and purples. It is magical. OPTIMUS I wish time could just... stand still. Right now. ANNIE But that second has gone, and now we're in a new one. You're essentially wishing for perpetual nostalgia. OPTIMUS Story of my life. ANNIE Oh, I think in this instance it's okay. They continue to enjoy the view. CUT TO: LATER, IN THE BACKYARD, Annie chops firewood by a cabin with an axe. Optimus arrives, intrigued. OPTIMUS What are you doing? ANNIE We burn. Keep warm. OPTIMUS Your domicile is capable of life- sustaining temperatures via electronically-controlled fossil combustion. ANNIE (knowingly) This is nicer. OPTIMUS Can I help? Annie offers Optimus the axe. It looks like a toothpick in his huge fingers. He looks at his other hand as it RETRACTS. The remaining socket emits a ball of ORANGE LIGHT that forms into a replica of the axe head. Optimus swings the energy axe down through a pile of lumber, spilling little smoking logs. He hands the tiny axe back to Annie. ANNIE (awed) I got a better one. CUT TO: Later, Optimus returns to Annie's home, arms loaded with logs. He drops them when he sees SMOKE rising in the distance. In one step, he's in truck form, driving home at top speed. CUT TO: Optimus pulls up to the house and transforms. It is a raging INFERNO. OPTIMUS Annie! Optimus cautiously steps into the blaze. Optimus wanders through the intense heat. The fire is ever- present, like a glowing orange fog, obscuring immediate detail. OPTIMUS ANNIE! Ahead, Optimus sees a SHAPE. He moves toward it. The shape RISES. IT'S STARSCREAM. Demonic. His eyes meet Optimus' and savor his despair. Optimus dives at Starscream. The Transformers tumble from the blaze, smoking and charred. Starscream powerfully throws Optimus off. OPTIMUS Where is she? STARSCREAM Around. We got on like a house on fire. Starscream has something in his HAND. OPTIMUS WHERE? Starscream opens his hand. Annie's corpse falls. OPTIMUS NO! Optimus sinks to the ground. He's never known such agony. He composes himself. Eyes Starscream. OPTIMUS Why? STARSCREAM Because I can't kill you. And with that, he blasts off, leaving Optimus to grieve. CUT TO: THE HILL. Weather grim. Optimus sits alone. SPIKE and DANIEL wander up. Daniel holds a small rigged version of one of the Autobot locators. SPIKE Optimus! We found you! OPTIMUS Spike. Daniel. It is good to see you. DANIEL I'm sorry, Op. We were so close. OPTIMUS The Ark? Daniel shakes his head. Optimus simply nods as if this is the way of things. SPIKE Is it really all over? OPTIMUS It's over. DANIEL What will you do now? OPTIMUS I won't fight. FADE TO: EXT. ROAD - DAY Wet. Gray. Optimus drives alone. FADE TO: EXT. MT. ST. HILARY - DAY Optimus returns home. The volcano is scorched. The shield down. Hologram inactive. FADE TO: INT. THE ARK - RECONSTRUCTION CHAMBER Optimus carries Annie's lifeless form to a COMPARTMENT. He pushes a button nearby and a glass lid seals around her. OPTIMUS No more of this terrible world we've created. No pain. No fear. Rest. Something catches Optimus' eye. Lying in the scrap is the missing half of SIGMA PRIME'S FACE from the beginning of the film, like a robotic Phantom Of The Opera mask, a ghastly reflection of Optimus' own failure and misery. He picks it up. OPTIMUS I didn't listen. And I paid the price. Are you happy? Have I learned my lesson? Was it for my good -- Optimus gestures to Annie. OPTIMUS -- or for hers? Damn you! Words would have been enough. Their fate was not yours to decide. Their blood not ours to spill! Prime hurls the mask. Optimus notices Jazz, dismembered. OPTIMUS Jazz. Please forgive me. I should have been more aware. INT. THE ARK - CPU CORE STATION Optimus wanders through the dead Ark in a zombie-like trance. He comes across Ironhide. OPTIMUS Ironhide. I wasn't ready to lead. I just wanted to be sure that I could. Optimus slumps, his head buried in his hands. OPTIMUS I should have died trying. I welcomed defeat. Optimus looks around at his dead comrades, scattered like broken toys, feeling utter hopelessness and remorse. OPTIMUS I have no excuse! Optimus tears a broken monitor free from its housing, hurls it forcefully. OPTIMUS I AM TO BLAME! He looks for something to smash, but halts himself, stifling his anger. OPTIMUS Prime. You were right. It's all over. Forgive me. Optimus slumps in rubble and sits, for a long moment, dead to the world. A VERY FAINT BLEEPING SOUND IS HEARD. It takes Optimus a while to notice. He stands, listening. He sifts through blackened scrap. The sound becomes louder. Optimus uncovers SPIKE'S BLEEPING LAPTOP. Its screen depicts the 'CHILDREN OF CYBERTRON' SYMBOL. Optimus has no words. The decode bar is at 100%. Amid this awful technological detritus, the blinking computer is a striking affirmation of functionality, seeming almost like a living thing. Optimus cradles the tiny device with one hand, awed. He raises a finger of his other hand to the computer. The finger splits open and a TINY ROBOTIC ARM snakes out and CONNECTS to a port on the machine. Optimus freezes like a statue. We ZOOM into Optimus' tranced eyes, PASSING THROUGH with a Lynchian maneuver into Optimus' mind. DISSOLVE TO: INT. OPTIMUS' MIND We soar with Optimus through what passes for his CONSCIOUSNESS: an overwhelming depiction of electronic information. The sound of billions of petabytes worth of calculations echo in infinite space. PARTICLES OF DATA swirl, gather, occasionally taking vague FORMS. They shift, forming blurred moving images of SIGMA PRIME'S HEAD. When they speak, his voice carries, as does Optimus'. SIGMA PRIME Greetings, Optimus. OPTIMUS Sigma Prime! You're alive! SIGMA PRIME No. Sigma Prime is quite dead. This is a transmission from many years ago. A memory given form and voice. OPTIMUS But how? If you're dead, you must have transmitted before you... SIGMA PRIME Prime knew his fate, and yours. OPTIMUS That was no distress signal I sent. It was this message. You were broadcasting this message! SIGMA PRIME The past was... out of his hands. However, Prime could take steps to facilitate a secure future for your kind. OPTIMUS Future? I'm the last Autobot! SIGMA PRIME His plan was not perfect. He sent you here, which, as it transpires, he need not have. OPTIMUS Why here? SIGMA PRIME Because this world will become very important to you, Optimus. OPTIMUS It is! It was! It's gone now. The Decepticons have won! We failed. Megatron will destroy this planet, just as he destroyed Cybertron before it! SIGMA PRIME There is still much you need to know. Observe. The Prime heads disintegrate into brilliant white particles, obscuring the frame, WHITING IT OUT. FADE IN: EXT. CORE CHAMBER Cybertron Megatron, with Cybertron Optimus beside him, activates the strange MACHINE. It comes to life as the chamber shakes. EXT. CYBERTRON Cybertron is pulled apart, literally TEARING itself into giant chunks amid lightning flashes. Trillions of tons of debris scatter into space. SIGMA PRIME (V.O.) Destruction was a side effect, not an objective. That device created a tear in the fabric of reality, hurling Cybertron and its survivors through time. OPTIMUS (V.O.) Time travel? The Ark flees the dying planet. As it flies by, a huge hole can be seen in the hull. Inside the hole stands the CYBERTRON MEGATRON, staring at the wreckage of his home. SIGMA PRIME (V.O.) At terrible expense, Megatron had his window into the past. OPTIMUS (V.O.) The past? But why? INT. BLACKROCK LABS - LAB B Rows of MEGATRON PROTOTYPES are being constructed on an assembly line. Dr. Aaron surveys them with Megatron. SIGMA PRIME (V.O.) Megatron offered himself as prototype technology to the humans. This uncharacteristic display of generosity had a sinister motive. OPTIMUS (V.O.) He wants forces to aid him. To conquer Cybertron in the future? SIGMA PRIME (V.O.) Yes and no. Megatron watches as the first prototype takes a few baby steps, then COLLAPSES and lies still. SIGMA PRIME (V.O.) It occurred to Megatron that something was needed to give his creation life. OPTIMUS (V.O.) The Creation Matrix. SIGMA PRIME (V.O.) It takes a Cybertronian thousands of years -- his whole life -- to generate enough Matrix to pass on to a successor. Megatron cradles the ragdoll-like prototype, staring into its dead face. SIGMA PRIME (V.O.) Megatron was not willing to grant his Matrix to another. He was however, willing to grant yours. Megatron drops the corpse, mind elsewhere. INT. THE ARK - RECONSTRUCTION CHAMBER Megatron and Starscream are blasting the poor Autobots. CUT TO: Megatron holds up what's left of Jazz and siphons out his Matrix energy. SIGMA PRIME (V.O.) He stole our life force. Our very souls ripped from us like asset. Megatron drops Jazz's limp form without ceremony. SIGMA PRIME (V.O.) Megatron had his Matrix. INT. BLACKROCK LABS - LAB B Megatron peers eye-to-eye at the LAST PROTOTYPE, resembling his Cybertron incarnation. Aaron's staff connect a huge cable between the chests of the robots. Aaron gives a signal, and Megatron's stored Matrix courses through the cable. The Successor's eyes come to life. SIGMA PRIME (V.O.) The exponential dose of Matrix, coupled with Megatron and the Doctor's combined genius, resulted in a better Cybertronian than any created before, being virtually immortal. CUT TO: INT. BLACKROCK LABS - LAB B Dr. Aaron lies in a high-tech bed in the empty lab. Aaron is very, very old. Easily over a hundred. Maybe two. Barely living. By his side is Successor, who reads William Blake from a book to the Doc. Successor carefully adjusts machinery connected to the frail doctor. SIGMA PRIME (V.O.) The Successor never knew of his origins. He lived his whole life until that point in the labs. The Doctor was his only companion. The doctor's glassy eyes are somewhere we don't want to go too soon. OPTIMUS (V.O.) What of the other humans? EXT. STREETS - DAY A ghost town. No traffic. No sound. Doors hang in the wind. Looted stores. SIGMA PRIME (V.O.) Some time in the near future, incurable disease strikes humankind. EXT. GRAVEYARD - DAY Once-perfectly symmetrical formations of HEADSTONES are offset by liberal sprinklings of smaller makeshift stones and markings, which spill over the boundaries of the site into the countryside beyond. Hundreds, thousands. SIGMA PRIME (V.O.) The human race dwindled slowly, but inevitably to extinction. INT. BLACKROCK LABS - LAB B Back to the Doctor and his awful eyes. SIGMA PRIME (V.O.) Thanks to the Successor's genius, Doctor Matthew Aaron was the last human being to live, and to die. On Aaron's bed, an ALARM sounds. A series of spike graphs on a monitor taper flat. Successor panics, desperately manipulating machinery, but it's no use. The Doc is DEAD. Successor backs away in disbelief. CUT TO: Successor burns the Doctor in the lab, sitting, staring at the blaze. DISSOLVE TO: The same scene later. Successor, in the same pose, stares plainly at a bony pile of soot. He notices something. A probe slithers out of his finger and he pokes around in the soot, producing a shiny metal KEYCARD on a chain. CUT TO: Successor uses the key to open the lab doors to yawning darkness. EXT. BLACKROCK INDUSTRIES - DAY Several stories of featureless building EXPLODE outwards, and Successor steps out into blazing sunshine, surveying the sky. EXT. STREETS - DAY Successor wanders empty streets. He looks kinda lost. EXT. COUNTRYSIDE - DAY Successor peers into a small lake, sees his own reflection. Fascinated. SIGMA PRIME (V.O.) He was alone. The human race was the only company he had ever known. It gave him life, only to desert him. OPTIMUS (V.O.) What happened to us? EXT. QUARRY - DAY Dozens of futuristic GUNSHIPS chase down Autobots in a quarry, blasting away with exotic artillery. SIGMA PRIME (V.O.) The humans waged war on Cybertronians. There is something WRONG with the Autobots. Their METAL SKIN WARPS and RIPPLES, as if liquid. We see Trailbreaker and Brawn cut down by the gunships, blasted apart as they struggle to rise. EXT. DECEPTICON FORTRESS - NIGHT Hundreds of tanks attack the Decepticon fortress, which has sustained heavy damage. Although outnumbered, the Decepticons return fire. EXT. MT. ST. HILARY - DAY The volcano is battle-damaged. Autobots run from the Ark. A large missile streaks down from the sky INTO the volcano and NUKES IT. EXT. TUNNEL ENTRANCE - DAY A heavily-damaged and defiant Megatron stands atop the entrance to his core tunnel. He is suffering from the strange WARPING METAL condition. Human jet planes strike him with missiles from all sides. He seems strangely sanguine in defeat, toppling into the shaft without resistance. SIGMA PRIME (V.O.) They won. INT. BLACKROCK LABS - DAY Successor watches the Transformers buy it via archive footage on a screen. We see the first signs of the old Megatron: hateful and angry, innocence fading. EXT. TRANSFORMER GRAVEYARD - NIGHT We pan across a nightmarish landscape of mangled and burned Transformer CORPSES dumped in a vast enclosure. Into view comes an erect AMERICAN FLAG and Successor, surveying the devastation with cold fury. In a rage, he tears down the flag. OPTIMUS (V.O.) How do you know all this? SIGMA PRIME (V.O.) Because Sigma Prime was there. INT. BLACKROCK LABS - LAB A Optimus lies in the frame. SIGMA PRIME (V.O.) When you were captured by Blackrock, he made studies of your technology. DISSOLVE TO: Same scene later, only Optimus is replaced by Sigma Prime. He is unfinished. SIGMA PRIME (V.O.) Those studies became Sigma Prime -- me. Aaron watches technicians hook up Successor to Sigma. SIGMA PRIME (V.O.) Unknown to Megatron, the Doctor took advantage of the Successor's surplus of Matrix, using it to give me life. Unfortunately, the disease struck before I was completed. The science staff in the lab fade away. SIGMA PRIME (V.O.) I never saw another human soul. Sigma's EYES GLOW BLUE. SIGMA PRIME (V.O.) I became aware of a mental link with Megatron's Successor. We were essentially brothers. Sigma stares up at his ceiling. We pan up with his stare to fix upon an imaginative formation of LIGHTS identical to the 'CHILDREN OF CYBERTRON' SYMBOL. Still facing upward, we magically pass through a wall into -- INT. BLACKROCK LABS - LAB B Where the same LIGHTS are visible. If the 'symbol' was the first thing you ever laid eyes on, you might find it almost subliminally memorable. We pan down to reveal Successor's lab. Successor's eyes also GLOW. He senses something. SIGMA PRIME (V.O.) I felt his anger, his hatred -- EXT. CHASM ENTRANCE - DAY Successor stands atop the shaft entrance. SIGMA PRIME (V.O.) -- And his dark intent. INT. CORE CHAMBER Cybertron Megatron (or what seems to be) constructs the strange machine at the center of Cybertron. SIGMA PRIME (V.O.) To finish what he began. To destroy the humans. To secure his future. We pull back from Megatron, and enter the chasm. Facing downwards, we ascend, picking up speed. The bottom becomes yawning blackness. The high-tech 'crust' that surrounds the chasm blurs. The tunnel zooms by as we reach -- EXT. CYBERTRON SURFACE We move out of the tunnel and continue upwards, high above ground. Patches of GREENERY, DESERTS, MOUNTAINS and SEAS come into view, peeping out from holes in Cybertron/Earth's otherwise mechanical surface. We move further still, until Cybertron/Earth is a silver, green and blue marble hanging in space. INT. OPTIMUS' MIND Optimus is stunned. OPTIMUS The Earth -- Is Cybertron! Cybertron is the Earth! And the Successor -- SIGMA PRIME Is Megatron. He always was. He will... transform this world into a machine. A Matrix generator, capable of generating enough power to travel through time. He will journey to distant star systems, stripping them of building materials. He will create the Cybertronians to follow him. He will succeed in his only ambition -- to punish those who abandoned him. OPTIMUS Why didn't you stop him? SIGMA PRIME I... was afraid. A price we would all one day pay. All I could do was use the mental link to suppress his memory... Until he was... Reminded... Optimus shows guilt. OPTIMUS Why tell me this now? What good is it? Sigma Prime suddenly flares brilliantly with the blue glow of THE MATRIX! SIGMA PRIME (booming) This transmission is itself of sentient design. It has been waiting a long time. Longer than the Ark. Longer than Megatron. Time enough to forge powers beyond your imagining. MATRIX SURGES FROM SIGMA, enveloping Optimus, flowing through him. INT. THE ARK - CPU CORE STATION Optimus glows with blue light. Suddenly MATRIX LIGHTNING streaks out of Optimus! It licks control panels. Lights flicker in the haunted house. INT. THE ARK - CORRIDOR The lightning wracks the bodies of dead Autobots. INT. THE ARK - CPU CORE STATION The Lightning courses through Teletraan 1. Slowly the giant machine begins to move! Optimus is still frozen, burning with Matrix power. SIGMA PRIME (V.O.) Forgive this old man's mistakes. Through both my ancestor and my own successor, we'll find redemption together. You'll never be weak. You'll never feel despair. You'll never be afraid. The glow of Optimus' Matrix is so intense, we can barely see. SIGMA PRIME (V.O.) Arise, Optimus Prime. The light consumes the frame. INT. DECEPTICON FORTRESS - THRONE ROOM Megatron sits in darkness, deep in thought. He suddenly gets up and leaves the room. INT. DECEPTICON FORTRESS - HANGAR - DUSK The enormous hangar contains hundreds of giant clear glass CAPSULES not unlike the one which sealed Blackrock's fate. Megatron walks past them to the edge of the hangar opening. He stares at the setting sun. MEGATRON I will not cease from mental fight, nor shall my sword sleep in my hand, till we have built Jerusalem in England's green and pleasant -- Megatron is about to turn away when he notices SOMETHING in the distance. MEGATRON -- land. A FIGURE, tiny from our perspective, yet clearly huge as defined by the rocky peak upon which it stands, appraises the fortress. Megatron squints with uncertainty. The figure does not move an inch. Megatron actually feels a chill. He agitatedly exits the hangar. On the peak, the figure has gone. INT. DECEPTICON FORTRESS - WAR ROOM Megatron enters. The planes and Soundwave are gathered. MEGATRON (to Soundwave) Account for all Decepticon units. SOUNDWAVE ALL UNITS PRESENT. MEGATRON (to Starscream) Move the chemical. STARSCREAM But you don't have enough to -- MEGATRON Do it. Starscream does not fail to notice Megatron's vexation. EXT. DECEPTICON FORTRESS - DUSK The jets fly away from the fortress, carrying the stacks of capsules from cables. INT. DECEPTICON FORTRESS - PRISON A mysterious BLUE TRANSFORMER HAND pulls a LEVER. All the cell doors OPEN in unison. A RAMP unfolds from some off- camera vehicle. INT. DECEPTICON FORTRESS - WAR ROOM Megatron pushes console buttons. Monitors display angles of the fortress from the outside. All clear. MEGATRON Come with me. Soundwave obediently follows. The LIGHTS in the war room DIE! The only light is from the monitors. Suddenly every monitor displays the AUTOBOT LOGO! The room is bathed in its proud red hue. SOUNDWAVE DECEPTICONS TERROR. MONITORS ERROR. MEGATRON We're under attack, you fool! Raise the forcefields! SOUNDWAVE WHAT FORCEFIELDS? The sound of a LARGE VEHICLE DRIVING echoes throughout the complex! MEGATRON It... Can't be... LOUD EXPLOSION SOUND. The fortress QUAKES. EXT. DECEPTICON FORTRESS - DUSK The fortress is beset by DETONATIONS at its base. Suddenly the giant structure begins to tear from the mountain. With a horrific screech, the entire thing comes free. The structure tumbles over itself, hitting the mountain base where it EXPLODES. A shockwave to be felt for miles. Megatron rises from the burning slag. MEGATRON Soundwave. Report. Starscream. Rep -- HE IS SURROUNDED BY THE AUTOBOTS. ALL OF THEM. Bar one. Fully functioning. Looking like a million bucks. Packing serious heat, aimed at Megatron. MIRAGE Bah weep graaaagnah wheep ni ni bong. They're about to blow Megatron away when the JETS return and rake the terrain with laser fire. And so the Autobots wage their battle to defeat the evil forces of the Decepticons. For a short moment, what we get is nondescript shooting and flying and driving and fighting. It's epic. It's insanity. A spectacular whirling life-or-death-stakes showcase of light and sound. We see that the Autobots have been instilled with substantially enhanced strength and firepower. The Decepticons have the edge with their slightly superior weaponry and flight capability, but the Autobots are faster, outnumber the bad guys, and work as a team. It's too close to call yet. Then specific stuff happens: With no small effort, Soundwave moves aside the flaming Decepticon fortress which had him pinned and joins the battle. It's the first time most of the Autobots have seen the towering brute. SUNSTREAKER Talk about hi-fi. SOUNDWAVE AUTOBOTS BACK. DECEPTICONS ATTACK. JAZZ (pointing rifle) Autobots pack. Decepticons wack! A handful of Autobots FIRE at Soundwave. Although it does little physical damage, he sure feels it. In Kongian rage, he ineffectually swats at the Autobots. He tries to stomp them but they're fast on their feet, running circles around him. Soundwave pushes a SWITCH on his shoulder. The cassette tray on his chest flips OPEN. SOUNDWAVE RAVAGE. RUMBLE. LAZERBEAK. FRENZY. BUZZSAW. EJECT. OPERATION: TERMINATION. At each mention of the 5 names, a large CASSETTE flies out of the tray. One of the cassettes becomes the panther robot, RAVAGE. Two land as human-shaped warriors, RUMBLE and FRENZY. The remaining two continue their skyward trajectory becoming freakish robotic birds of prey, LAZERBEAK and BUZZSAW. All are well-armed. These new nimble little Decepticons up the stakes against the Autobots, attacking with vigor and good old-fashioned dirty tactics. Megatron is dishing it out, his arm cannon constantly firing. He is bravely assaulted by Ironhide. He's no match for Megatron, but he doesn't care, having a blast. MEGATRON Where is he? Ironhide smiles. IRONHIDE Where is who? Megatron is attacked from behind by Sideswipe and Sunstreaker. Megatron blasts at the Autobots but they easily avoid the fire. Autobots do their best to shoot the planes out of the air. The planes return fire, blowing the landscape to boulders. Megatron fights off Autobots. He's mad. MEGATRON Starscream! To me! Starscream swoops down from the air and transforms. Megatron transforms into the pistol, landing in Starscream's grip. Now the Autobots have a problem. Starscream stands atop a cliff overlooking the battle. He blows great chunks out of mountains as he fires crushing round after crushing round. POOM! POOM! POOM! The Autobots are forced to take cover as Megatron and Starscream rip up the planet. Some Autobots are buried under ensuing landslides. The others run or hide as the Decepticons take advantage, attacking from all sides. IRONHIDE You'd think they were mad about something. JAZZ Maybe we shoulda let them be the cool cars. IRONHIDE Hey, I'm mad about that. Something explodes nearby and Jazz and Ironhide are sent flying. Megatron transforms out of Starscream's hands and reassesses the battle. The Autobots are dispersing. The Decepticons have them against the ropes. MEGATRON Why? Why has this happened? STARSCREAM Because you didn't kill them. He turns on Starscream. MEGATRON I did. And I shall do so again. STARSCREAM And again? MEGATRON (icy, a warning) I handle things. STARSCREAM If you had let me handle things, we would not be here. MEGATRON One of us can disappear right now. STARSCREAM You don't have the bearings to -- Starscream's eyes GO WIDE at something behind Megatron. Megatron turns. His eyes GO WIDER. OPTIMUS IS DRIVING AT THE SPEED OF FREAKING LIGHT TOWARDS THE PAIR. His vehicular form looks slightly different. A lot bigger. He slams on his brakes, intentionally JACKKNIFING his trailer. The thing snaps round, disconnecting, SMASHING into the Decepticons with demolition force. Megatron absorbs this impact, but Starscream absorbs the force of Megatron flying into him, sending him toppling from the cliff face. Optimus transforms, brutal-looking CANNON in hand. This is it. What we've seen so far have been alternate forms and re-imaginings. Optimus now resembles everything that has gone before, taller, bigger, stronger, rolled into one. Optimus has coincidentally been rebuilt into the real thing -- OPTIMUS PRIME. Fresh-out-of-the-box 1984 toy perfect. He's on your movie screen, large as life, and he's gonna KICK SOME ASS. MEGATRON (recognizing) PRIME! It's almost a question. Optimus' stare tells Megatron everything he needs to know. OPTIMUS I'm back. Megatron panics a bit. MEGATRON Decepticons -- Attack! Skywarp and Thundercracker swoop overhead and target Optimus. Optimus raises his cannon. Pulls the trigger. The cannon blossoms with super-rapid automatic laser fire. BA-BA-BA-BA-BOOOM! Thundercracker is riddled with the laser fire. CLOSE-UP on the laser blasts punching holes in Thundercracker's 'skin'. The metal RIPPLES as if soft and pliant. Thundercracker transforms in mid-air, his look suggesting he was not expecting to do so. He falls in an ungainly manner, horror-stricken, hitting the ground HARD, tumbling over himself, lying still. Optimus turns the cannon on Skywarp, who evades. Megatron takes the opportunity to KICK the cannon out of Optimus' hand. Optimus' hand RETRACTS, forming the glowing ENERGY AXE. OPTIMUS I have a message. Megatron's hand also RETRACTS, forming a purple ENERGY CHAIN-MACE. MEGATRON Deliver it if you can. The titans battle for supremacy. After a variety of dodged, blocked and missed blows, Optimus strikes first, lodging the axe deep in Megatron's shoulder. Megatron fights dirty, brutally whirling the mace into Optimus' back. Megatron slams the mace into Optimus' head, leaving a charred dent. Optimus slices Megaton's mace arm clean OFF at the forearm! Megatron howls. Optimus' embeds the axe in Megatron's waist. Optimus wedges it deeper. Megatron fires a shot from his cannon at Optimus' arm, shorting the axe. It FLICKERS as if phasing in and out of existence. Megatron pushes his weight against the axe. It disappears just long enough for Megatron to free himself. Megatron KICKS Optimus from the cliff. Megatron follows him down. CUT TO: AT GROUND ZERO, Ravage chases down Ironhide and Wheeljack in a small valley. The onslaught of rockets is relentless. As Ironhide drives past a withered TREE BRANCH, he transforms, plucks it up, lands on feet. IRONHIDE Fetch!! Ironhide THROWS the branch to Ravage. Ravage can't help it, stops firing and snatches it out of the air. Mistake. Ironhide and Wheeljack FIRE at Ravage, who is burned to a lifeless crisp. SOUNDWAVE JUMPS DOWN behind Ravage. WHEELJACK Uh-Oh. SOUNDWAVE RAVAGE. EFFECT REPAIR PROCEDURE. Ravage feebly gets up and TRANSFORMS into the cassette which flies into Soundwave's cassette tray. IRONHIDE Dang! Don't these slippery suckers ever buy it? JAZZ (O.S.) Let's find out. The Autobots and Soundwave look up. Jazz is above holding Optimus' big momma alloy-warping CANNON. It's pointed at Soundwave. JAZZ Transform this, basshole. Soundwave takes a concentrated blast square in the chest. His skin RIPPLES and DISTORTS, involuntarily changing size and shape. Inside the tray we see RAVAGE, his features also WARPING, contorted in agony. Strangely, Ravage is GROWING -- converging on himself in the enclosed space like baking bread. The tray fractures as the opposing forces increase. Ravage EXPLODES outwards, his pieces mixed with Soundwave's. Soundwave staggers, gaping hole in his chest, staring murder at the Autobots. IRONHIDE We killed his dog. WHEELJACK Now he's -- how do they say? -- Pissed. Soundwave lumbers after Jazz, a monstrous thing of pain and revenge-driven fury. Other Autobots try to get Soundwave's attention. He simply throws or kicks them aside, running so fast it's scary. He wants Jazz. Jazz burns rubber. Soundwave tears up house- sized pieces of ROCK as he runs, raining them down upon Jazz. One falls in front of Jazz. He CRASHES into it, transforming. Soundwave is on him in one stride. He picks up Jazz and tries to TWIST him in half. Jazz screams. Soundwave is suddenly struck by MISSILES and MACHINE GUN FIRE! A hundred CHOPPERS swarm around him. He drops Jazz, who the choppers do not fire upon. Mallett leads the attack against Soundwave. MALLETT Stuff that jive turkey! The choppers simply savage Soundwave. You've never seen such a display of firepower. Soundwave swats a few choppers out of the sky but it makes no difference. SOUNDWAVE CREATURES -- VIOLENT -- The choppers fire with such concentration that they actually start to CHIP AWAY Soundwave's virus-softened body. Jazz joins in, firing the alloy laser. The combined force wears Soundwave in no time. He gets thinner and thinner, crumbling like Oz's Nome King. He falls, nothing recognizable left. JAZZ Soundwave silent. CUT TO: ELSEWHERE ON THE BATTLEFIELD, Skywarp and the cassettes give the Autobots trouble. Rumble and Frenzy are small, but nimble and well-armed. Skywarp, Lazerbeak and Buzzsaw attack from the air. Lazerbeak divebombs Ratchet. Ratchet knocks him away. RATCHET Back off, bird brain! BLUESTREAK (firing) They're so damn nimble it's hard to hit 'em! RATCHET Then let them try to hit us! The Autobots transform and literally try to run Frenzy and Rumble over. The Decepticons receive a few hard knocks. Then Rumble does something cool. His arms enlarge and begin rhythmically HAMMERING the ground like battering rams, SHAKING it. Rocks bounce into the air. Those Autobots driving transform, and those transformed lose their balance. The airborne Decepticons use the opportunity to blast a few Autobots. Ratchet is HIT. Lazerbeak circles the wounded Autobot like a vulture before diving for the kill. He never makes it, shot out of the air by a GRINNING MALLETT holding a smoking rocket launcher. Jazz hangs from a couple of choppers, leaping down onto Rumble and Frenzy, who look up in time to get pretty much flattened. MALLETT Target anything with the purple badge. The red guys are alright. The bird cassettes and Skywarp panic and flee as Mallett's fleet blast them. CUT TO: ELSEWHERE, Thundercracker staggers down a rocky slope. The sounds of battle are distant. He is clearly in great pain, the laser has malformed him considerably. Every sound he hears panics him. He's in no state to fight. A 30-FOOT LONG LIZARD JUMPS OUT OF NOWHERE. Thundercracker screams. The lizard wanders off. We realize that the lizard is actually normal-sized. Thundercracker has SHRUNK from the effects of the laser. Knee-high to your kid. BUMBLEBEE (O.S.) What's up, shorty? Thundercracker spins. There's BUMBLEBEE, towering above him. Thundercracker wheels his pea-shooter at Bumblebee. Bumblebee KICKS a screaming Thundercracker into Louisiana. CUT TO: ELSEWHERE, the Optimus vs Megatron fight continues. Both combatants are dented, scratched, burned, Megatron more so, yet neither shows anything resembling fatigue, fighting like demons. OPTIMUS Submit. It is the Decepticon way. MEGATRON I'll show you the Decepticon way. Megatron backs off, speaks into his wrist communicator. MEGATRON Decepticons! Reinforcements! If Megatron expects an answer, he doesn't get one. MEGATRON Decepticons, report! Starscream! The Autobots SURROUND Megatron. Megatron is scared. Jazz throws the alloy laser to Optimus. It's his responsibility. Optimus points the laser right between Megatron's eyes. MEGATRON I'll finish this. I swear it. OPTIMUS You won't get the chance. MIRAGE Look out! OPTIMUS (fury) STARSCREAM! STARSCREAM SWOOPS DOWN AND GRABS MEGATRON before Optimus can fire. The Autobots open fire on the pair as they escape. OPTIMUS Let's go! We've got to stop them! IRONHIDE Where they gonna go? We trashed their pad. OPTIMUS Megatron intends to release the chemical! MIRAGE But he doesn't have enough to knock out the whole planet. OPTIMUS He doesn't care. He knows he's finished. He'll do it. Optimus reloads his gun. OPTIMUS AUTOBOTS. TRANSFORM AND ROLL OUT! They do. EXT. CITY - NIGHT Starscream flies through the night air. We see Megatron resting as a gun in the seat. MEGATRON Take me to the chasm. I will have my revenge. STARSCREAM I estimate that you will destroy only a quarter of the creatures. MEGATRON The toxin will spread into the ecosystem. It will take many years longer than planned, but they shall die most disagreeably. Starscream rockets away. SOMEWHERE BEHIND, the magnificent Autobot convoy charges to the rescue. OPTIMUS It's not much further. JAZZ I see him! JAZZ'S POV: A bunch of snazzy overlays track Starscream's shape in the darkness. OPTIMUS Cover me. Several Autobots transform and open fire. Optimus transforms. His hand RETRACTS and is replaced by a WINCH complete with GRAPPLING DART launcher. Optimus FIRES the DART, trailing CABLE. The dart PIERCES Starscream's wing! Optimus looks pleased, then appears apprehensive as he realizes the consequences... He is YANKED of his feet into the air at mach 2. Optimus is swung on the line. Starscream tries to use the line to his advantage, flying low, trying to smash Optimus into buildings. Optimus swings to avoid collision. Occasionally transforming to actually DRIVE against the sides of buildings. OPTIMUS Surely Spider-Man doesn't eat much greasy food. Optimus FIRES his cannon at Starscream. Starscream swings Optimus into a comms tower. The cannon is knocked from Optimus' grip. Below, Mirage CATCHES the cannon. Optimus starts to WINCH his way up the line. STARSCREAM He's coming toward us! MEGATRON Open the canopy. Megatron leaps out and transforms, surfing Starscream as he flies. Megatron blows chunks out of skyscrapers as he tries to hit Optimus. A shot hits the line, SEVERING it. As Optimus falls, he considers his predicament. OPTIMUS I guess it's time to get my skates on. Optimus puts his fingers to his mouth and 'whistles'. Several Autobot cars drive underneath Optimus' feet as he LANDS. Optimus RIDES the Autobot cars like skates! SIDESWIPE (under Optimus) Ugh! -- lay off the crude dip, why don't ya? Mirage drives alongside and THROWS the alloy cannon to Optimus. Optimus resumes blasting at Starscream. SKYWARP and THE BIRD CASSETTES fly in from behind, attacking the convoy. Optimus wheels round on the cars like a roller-disco champ while blasting away at the Decepticons! He ducks under attacks, hops bridges, transforms to drive alternate routes before reuniting with his makeshift transport. He's fantastic! Optimus sees Starscream is gaining ground. OPTIMUS I'm going after Megatron! See if you can stall those Decepticons! Optimus transforms and drives ahead as the Autobots transform to robot modes, simultaneously opening fire on Skywarp and the bird cassettes. The night is lit up with a thousand multi-hued laser blasts! Skywarp evades and flies away, but the slower Lazerbeak is caught in the web of fire and BURSTS INTO FLAME! Flying blind, he COLLIDES with an unsuspecting Buzzsaw, the pair EXPLODING with a hideous squawk. HOUND Finger lickin' good! EXT. FREEWAY - NIGHT Skywarp pursues Optimus, blasting rockets, machine guns, lasers, you name it. Optimus swerves to avoid. He sees up ahead that there is a large TUNNEL. Optimus accelerates through the tunnel. Skywarp dives down to fly through the tunnel after Optimus. He will just about fit. Optimus shoots through the other end. MIRAGE Kiss my gas, Sky-dork! Optimus' form ripples and FADES to reveal that he is really MIRAGE! As Skywarp is about to fly into the tunnel, its appearance ripples and changes, suddenly becoming the REAL tunnel -- several times smaller! Skywarp SCREAMS as he SMASHES into the tight tunnel. Flaming pieces of him are blasted out the other end. CUT TO: WAY AHEAD, the real Optimus pursues Starscream, Megatron riding on top. Megatron fires at Optimus. They're getting away. Optimus transforms and lets rip with the alloy cannon. Full auto. OPTIMUS STAAARSCREEEAM!! The alloy lasers arc past Starscream. Optimus blasts off Starscream's wing! Starscream TIPS. Megatron FALLS. Starscream STALLS, flying toward TREES. EXT. WOODED AREA - NIGHT Starscream rips through foliage as he CRASHES. He transforms, battered and in pain. The trees are so tall and dense that civilization is but a memory. Starscream feebly pulls himself up. STARSCREAM Megatron! Starscream looks around. No sign of Megatron. STARSCREAM Megatron! Optimus' cable, still attached to Starscream's tail wing (which would now be his foot) is suddenly stretched TAUT. Starscream is pulled off his feet. MEGATRON pulls Starscream toward him. MEGATRON 'Starscream', he said. 'I have a message', he said. I wonder if it were for me? STARSCREAM What are you talking about? MEGATRON Against his better judgement, he is pursuing you as much as I. STARSCREAM He has a score to settle. MEGATRON (sensing dissent) I ordered you to leave him be. STARSCREAM I did! I merely -- MEGATRON He was broken. Weak. Accepting of his sentence. Now he has resurfaced... Because of you, Starscream. My Decepticons are no more because of you, Starscream. Megatron aims his cannon. STARSCREAM No! MEGATRON Optimus lives because of YOU, Starscream! OPTIMUS jumps down from the branches above. Kicking Megatron. OPTIMUS Petunia scent had a hand in it, too. Optimus levels the alloy cannon at Megatron. SMACK! Starscream hits Optimus with a tree! Optimus kicks Starscream away. Megatron lands a fierce blow on Optimus from behind. Optimus goes down. MEGATRON NOW, STARSCREAM! Megatron leaps into Starscream's grip, transforming into the pistol. Starscream has Optimus in his sights. STARSCREAM Give her my love. JAZZ DRIVES INTO THE BACK OF STARSCREAM, KNOCKING MEGATRON OUT OF HIS HANDS. Megatron transforms as he falls through the air, but Optimus CATCHES the partially transformed figure and starts PUSHING the protesting shape back into gun form! MEGATRON Shoot him! Starscream aims his lasers at Optimus, when sudden turmoil consumes him. STARSCREAM I... I can't! We see that he is afraid of hitting Megatron. Despite all their quarrels, there's friendship there. Optimus continues to wrestle Megatron into a weapon. MEGATRON SHOOT HIM! Megatron snaps into gun form. Starscream reluctantly makes up his mind. Aims the laser with conviction. Optimus aims Megatron at Starscream. OPTIMUS Happy landings. Optimus FIRES Megatron. The blast shatters Starscream's canopy, hitting the EXPLOSIVE still inside. Starscream's insides LIGHT UP as he explodes from within. Starscream's body smothers the explosion, but not enough to stop the building shockwave from exploding him into a million pieces. When the smoke clears, Optimus has been knocked flat on his back. He looks around for Megatron. He's gone. Optimus notices his SMOKING HANDS. Nods with understanding. OPTIMUS Councilman Megatron... You're fired. Optimus stands. The immediate forest has been shredded. Jazz sits up, groggy. JAZZ Hey, where'd they go? OPTIMUS Lover's suicide. (offering a hand) Let's go home. EXT. FREEWAY - NIGHT The Autobot convoy drives triumphantly. Optimus' RADIO crackles to life. SPIKE (O.S.) -- Optimus -- believe it -- incredible -- alive -- Matrix -- OPTIMUS Spike? Jazz drives alongside. JAZZ What's he saying? OPTIMUS I don't know. My radio must have been damaged. Let's not wait to find out! Optimus leads the convoy home! INT. THE ARK - CPU CORE STATION Optimus enters, Autobots behind. OPERATOR Spike? Daniel? INT. THE ARK - RECONSTRUCTION CHAMBER Optimus walks into the chamber. OPTIMUS Spike? SPIKE (O.S.) Optimus! Spike emerges from under a scrap pile. OPTIMUS Spike! What happened? SPIKE He was here! He took her! OPTIMUS Who was here? Spike points to ANNIE'S COFFIN COMPARTMENT. It's EMPTY. Optimus reacts. SPIKE She's alive, Optimus! She's alive! It was the Matrix! It revived her! OPTIMUS Annie... SPIKE He took her so you wouldn't follow him! He'll kill her! Optimus RUNS out of the chamber. INT. THE ARK - ENTRANCE - NIGHT Optimus runs for the ramp, transforms. Autobots and the humans follow behind. MIRAGE Wait! Optimus stops. MIRAGE We're coming with you. OPTIMUS No. I have to finish this alone. BLUESTREAK But what about the chemical? Unseen to Daniel and the Autobots, Spike quietly OPENS OPTIMUS' DOOR AND SLIPS INSIDE, lying low. OPTIMUS The formula disintegrates at smelting temperature. (determined) I'll die with it if I have to. Optimus drives up the ramp. INT. MAGMA CHAMBER ANNIE, very much alive, stands beside Megatron as he adjusts machinery in his SUBTERRANEAN MAGMA CHAMBER, It resembles an assault course of rocky precipices and irregular formations around which flow torrents of MAGMA. Most of the rocky ceiling and some of the walls are covered with a mechanical LATTICEWORK similar to the stuff coating the chasm. The air is thick with steam. In the center is Megatron's CHEMICAL, waiting to be released. ANNIE Why did you bring me down here? I won't save you from Optimus. MEGATRON And Optimus won't save you from me. ANNIE He'll come for you no matter what. Hiding behind me won't mean a thing. MEGATRON (considers) Fair logic. Megatron aims his cannon at Annie, who suddenly panics. ANNIE You wouldn't! MEGATRON I will. OPTIMUS' 'ROBOTS IN DISGUISE' HORN BLARES, deafening in the cavern. And it's just about the sweetest sound Annie's ever heard. Optimus' truck form SMASHES THROUGH THE ROCK WALL! He transforms. ANNIE Optimus! A LASER BLAST hits the ground near Annie. The rock she's standing on FRAGMENTS, sinking. She is forced onto a tall SLIVER of rock, barely wide enough to stand on. OPTIMUS Stay there! Don't move! Annie nods. Optimus scans for Megatron. Where is he? OPTIMUS It's over, Megatron! Your allies have fallen. Show yourself! Megatron stands, high above Optimus, aims his cannon at the back of Optimus' head. Optimus sees Megatron's REFLECTION in machinery and dives aside as Megatron blasts his handiwork to pieces. OPTIMUS Careful. Toys break if you play with them too hard. Megatron jumps down, aiming again, but Optimus is quick, firing directly into the barrel of Megatron's cannon. The cannon EXPLODES, shredding Megatron's arm! He screams in pain. Waves of the ALLOY VIRUS course through him. Furious, Megatron looks to the thin pillar upon which Annie stands. Its base is near to Megatron. He flashes Optimus a look, conveying his intentions. OPTIMUS No! Megatron KICKS the pillar. It CRUMBLES. Annie falls, beyond Optimus' reach. Spike opens Optimus' door and leans out in concern. SPIKE Annie! Without thinking, Optimus GRABS Spike and THROWS HIM at Annie. Spike COLLIDES with her, the momentum of the throw carrying them to a safe ledge, rolling in a heap. Megatron furiously faces Optimus for the final battle. Optimus sportingly discards his rifle over the edge of the rock. They circle one another. MEGATRON You shouldn't have come here. You're finished. OPTIMUS I thought the future couldn't be foreseen. MEGATRON Some things are clearly set in stone. OPTIMUS Indeed. Megatron lunges at Optimus. They GRAPPLE. The ground quakes. Dust rains. Magma spurts. Megatron hits Optimus with a flurry of punches. Optimus blocks and kicks Megatron away. Megatron advances but Optimus picks up Megatron and slams him into the ground. Megatron comes up with a kick to the chest that sends Optimus reeling. He stops just short of falling into magma. Megatron hefts a huge BOULDER and slams it down onto Optimus. Optimus PUNCHES it into fragments. Megatron dips his hand into magma and scatters a handful at Optimus' face. Optimus covers his smoking face in pain. Optimus breaks off a STALAGMITE and cracks it across Megatron's face. Megatron topples from the ledge they stand on. Megatron lands on a lower ledge besides Optimus' discarded gun! He grabs it and strafes Optimus' ledge. Optimus dives off the ledge just as it explodes, grabbing for another ledge which BREAKS, causing him to FALL into a chasm, swallowed by darkness. Megatron appears above. MEGATRON You were already dead. Think nothing of my efforts. He departs. INT. CAVES Optimus has landed in a secluded area of strange rock formations. He seeks refuge in a well-hidden alcove, backing against a wall. Suddenly his EYES glow BLUE with the same TELEPATHIC COMMUNICATION employed by Sigma Prime. INT. SOMEWHERE Somewhere dark. CLOSE-UP on a pair of closed Transformer eyes. They snap OPEN, also displaying the telepathic glow. We hear the sound of METAL BUCKLING and TEARING as the eyes MOVE TOWARDS US. INT. CAVES Optimus' strange condition passes. He sags, as if fatigued, pausing to gather himself, then exits the cave and begins to climb. EXT. STREETS - NIGHT A large Transformer, little of whom is seen, ambles through city streets. Blackrock lab apparatus falls as he moves. INT. MAGMA CHAMBER Megatron, shivering, his 'skin' rippling with the alloy virus, DROPS Optimus' rifle, staggers toward a wall. He rips a POWER CABLE from the latticework, and ELECTROCUTES himself! He screams in agony, but the electricity CURES him. He hurls the cable away, collapsing in a smoking heap, weak but alive. Optimus cautiously crawls up onto the ledge BEHIND Megatron. Slowly, very slowly, Optimus makes his way toward the rifle. Megatron shows no sign of acknowledgement. He's almost there -- MEGATRON You announce yourself obviously. Quick as a flash, Megatron GRABS the rifle, spins, FIRES -- Optimus is not there. He's -- HANGING from the rocky ceiling. He JUMPS down, both feet in Megatron's face. Megatron is buried. OPTIMUS So do you. Optimus seizes the rifle and aims it at Megatron. OPTIMUS Surrender. Megatron grabs the sparking cable and LASHES it round the rifle, SHORTING it. Optimus discards the useless weapon. Megatron cracks the cable like a whip. He LASHES Optimus who raises his arms to defend himself. The cable lashes around Optimus' arm and he is wracked with ELECTRICITY. Megatron PULLS Optimus towards him and wraps the cable around Optimus' throat. Optimus is losing consciousness. MEGATRON And this is where you die. A pair of large transformer FEET land BEHIND Megatron. Megatron releases Optimus, turns. There is SUCCESSOR, trailing cables and restraints. MEGATRON What are you doing here? You're unfinished. Go back to the lab. Successor looks at the still form of Optimus at Megatron's feet. MEGATRON Go back to the lab! Successor still doesn't do as he's told. MEGATRON Didn't you hear me? OPTIMUS He heard me. Both Megatrons turn to Optimus. MEGATRON What? OPTIMUS I've told him. He's seen it as clearly as it will happen. MEGATRON What are you talking about? He doesn't understand! You're confusing him! Megatron points to Successor. MEGATRON You, GET OUT OF HERE! Optimus stands. OPTIMUS He knows you are him, from the future. Knows that you came back in time to destroy this planet and its people. Megatron makes a move in Optimus' direction. Successor grabs Megatron's arm! MEGATRON What are you -- OPTIMUS Knows that you will use the chemical you've developed to destroy the human race, and his only friend. His creator. Megatron turns to Successor. MEGATRON I'm your creator! Not the fleshling! Release me! Successor's grip is too strong. His eyes burn with vengeance. Megatron realizes he's lost an ally. MEGATRON You don't know. YOU DON'T KNOW what they're going to do to you. They treat us like fodder! We despise them! We're the same! SUCCESSOR No. Megatron SEETHES. With every ounce of his strength, he TRANSFORMS, shrinking, evading Successor's grip. Megatron's pistol form spins through the air in slow motion, and as it levels in Successor's direction, FIRES. Poor Successor is HIT IN THE CHEST! Shocked, he staggers backwards, and FALLS into the MAGMA below, disappearing beneath the lethal torrents. Megatron transforms, standing in shock and fear, suddenly aware of what he has done. Megatron lets out a primal roar of frustration and rage, charging Optimus, suicidally tackling him as they TUMBLE OVER THE EDGE OF A PRECIPICE as one. Optimus' hand changes into the AXE, and SLICES into the rock. The pair jolt as the axe holds. It FLICKERS and sparks, as if it could vanish at any second. Optimus hangs from the axe. Megatron hangs from Optimus' leg, meters away from smelting death. MEGATRON You're coming with me, curse you! The magma beneath Megatron SWELLS -- Something beneath -- Optimus looks Megatron in the eye -- OPTIMUS Our past follows us like a shadow, Megatron. SUCCESSOR BURSTS FROM THE MAGMA, a ghastly burning skeletal apparition, come to claim Megatron. Successor throws his vengeful arms around Megatron and PULLS HIM, SCREAMING, TO HIS DOOM. They SINK beneath the bubbling surface. Optimus stares at the neon rivers, contemplating the events that have transpired. He pulls himself up the cliff face. Annie and Spike are there. There is a brief moment of happy relaxation. THE CHAMBER VIOLENTLY SHAKES! Rock rains. OPTIMUS (transforming) Let's go! The humans get in and Optimus drives them out of the chamber. INT. CHASM BASE Optimus comes to a stop, transforming to robot form. The chasm yawns upwards forever. OPTIMUS Megatron's chasm -- It has sustained too much damage. I won't be able to climb out before it collapses. I'm sorry. The heroes share looks, their fate grimly understood. Annie and Spike seek refuge from debris beneath Optimus. SPIKE You know, you ain't bad for a dead chick. ANNIE Yeah. Too bad necrophilia is illegal, huh? SPIKE (optimistically) I don't think it's illegal if we're both dead. They hold each other as the world swallows them. Optimus notices something weird. A power cable is DRAGGING ITSELF ACROSS THE FLOOR. The connector end LEAPS UP and STRIKES the latticework, staying put. OPTIMUS (figuring it out) The artificial gravity is failing! Optimus PICKS UP the humans, stuffing them in his doors, before taking a RUNNING LEAP at the latticework, transforming, engine revving before he's even transformed. Optimus' truck form hits the latticework and SHOOTS UPWARD. From this perspective, the latticework resembles a sprawling junction of metal roads, ramps, curves, tunnels. The shifting gravity has created the world's most dangerous rollercoaster ride. More worrying, in the darkness you can't see much further than 50 feet ahead. Behind Optimus, the bottom of the chasm IGNITES with flame. A WALL OF FIRE charges up after them. Optimus drives like lightning, occasionally transforming to avoid/jump/swing around obstacles at high speed. Inside Optimus, The humans freak out. ANNIE Go left! SPIKE Don't! ANNIE Go right! SPIKE Do! OPTIMUS Would you mind being quiet? This isn't as easy as it looks. Soon, the ENTRANCE, beloved daylight beyond, rushes toward them like a freight train. EXT. JUNKYARD - TUNNEL ENTRANCE - NIGHT The entrance BLOSSOMS with flame. From it emerges Optimus in robot form, spinning out with a gymnast flip, landing on his feet. Optimus' wipers clean sooty windows. The humans inside see their home and hug. The Autobots arrive with Daniel. RATCHET Optimus! Optimus sets the humans on the ground. Daniel and Spike run to each other. Spike is about to hug Daniel when -- DANIEL You idiot! I thought you were a goner! SPIKE (hurt) I just helped save the world and that's the best you can come up with? Daniel HUGS his son fiercely. DANIEL You don't suck, Spike. You never did. Spike is happier than he's ever been. DANIEL But you ever go anywhere near pancake mix, we're through. The Autobots drive the humans away. Jazz notices Optimus staring at the chasm. JAZZ You coming, Optimus? OPTIIMUS Right behind you. Jazz departs. Optimus produces the COIN ARTIFACT. It's more exotic, more alien, more otherworldly beautiful than ever. Optimus looks at it strangely, distantly -- Then tosses it into the chasm. It's no longer important to him. Optimus walks away. EXT. MT. ST. HILARY - NIGHT The Autobots celebrate. There are cool FIREWORKS. Annie sits on Optimus' shoulder. Most likely at the humans' insistence, the Autobots wear party hats and drink... oil! It's cheesy as only Transformers can be, but the celebratory atmosphere is sincere. Background PARTY MUSIC is cut short. There are a few groans. Daniel stands by a music system, puts in a CD. DANIEL I just think he's gonna like this a little more. All eyes turn to Jazz. Daniel hits play. BEAUTIFUL JAZZ MUSIC fills the air. We see from Jazz's expression: he's smitten. JAZZ Wow! SPIKE (aghast) Give me a break! JAZZ It wouldn't be the first. SPIKE Big talk, tough guy. You wanna rematch -- just say so -- Jazz grins, picks up Spike and THROWS him to Mirage. Mirage catches him and transforms. Jazz transforms and with Mirage, speeds off into the distance. The two cars leave the Ark and Autobots behind. JAZZ Okay, speed king, this is it. SPIKE Right. And none of that 'ability attuning' crap. JAZZ You'd better believe it. SPIKE What's that supposed to mean? Mirage's dash makes some noises. Spike notices a graphic flashing: 'SUBTERFUGE PARAMETERS DISABLED'. Spike has a second to register shock, panic and joy all at once. He grabs Mirage's wheel. MIRAGE Don't scratch my paint. The two cars SHOOT OFF at lightning-fast TRANSFORMER SPEED. BY THE ARK, Annie turns to Optimus. ANNIE Aren't you curious as to how this all turns out? Optimus shrugs. OPTIMUS Anything could happen, right? Annie smiles. Optimus transforms with Annie and drives after the racers. The Autobots follow. Jazz and Spike/Mirage race toward us, delirious Spike yelling inside as they flash by. Behind them comes Optimus, Annie inside, leading his Autobot convoy across the desert as he FILLS FRAME. THE END