TRANSFORMERS

"STARSCREAM'S BRIGADE"

("30 SECONDS OVER MEGATRON")

(MP# 700-61)

(SCRIPT)

WRITTEN BY:

MICHAEL CHARLES HILL

9/16/85

MARVEL PRODUCTIONS, LTD.

 2.

CAST LIST
AUTOBOTS:

JAZZ
CLIFFJUMPER
TELETRAAN I
OPTIMUS PRIME
POWERGLIDE
BUMBLEBEE
TRACKS
GEARS

DECEPTICONS:

STARSCREAM
MEGATRON
SOUNDWAVE
LASERBEAK
SKYWARP
THUNDERCRACKER
SHOCKWAVE
THRUST
FRENZY

CONSTRUCTICONS:

DEVASTATOR

COMBATICONS:

ONSLAUGHT
VORTEX
SWINDLE
BRAWL
BLAST OFF
BRUTICUS

HUMANS AND OTHERS:

TV REPORTER
CAMERAMAN
TOWNSPEOPLE
 3.

"30 Seconds Over Megatron"

(MP# 700-61)

ACT ONE

FADE IN:

EXT. SOMEWHERE ABOVE THE CLOUDS - DAY

Large white cumulus clouds pass BENEATH CAMERA as it moves

TOWARD THE BG. It is a beautiful vision.

The clouds appear to be snow banks... and tempt you to step

out and walk across them. If there is a heaven... it must
look like this.

Suddenly... we HEAR the sound of DISTANT THUNDER.

The CAMERA DIPS DOWN into the clouds and we are momentarily
lost in a grey-white sea.

EXT. IN THE CLOUD BANK

Soon... we see what looks like might be a chain of islands

somewhere in the Pacific Ocean.

The CAMERA continues to PUSH THROUGH the wispy clouds to the

islands below.

The THUNDER becomes louder and we see some Naval destroyers

offshore LOBBING 40mm shells into the jungles and mountains
of one particular island.

CUT TO:

EXT. ISLAND

We see the island in question on the horizon like an ad in

some glossy travel brochure.

Suddenly... we HEAR the sound of a 40mm shell SCREAMING

through the air just before it ENTERS FRAME and EXPLODES in
the dense jungle.

"GUADALCANAL - 1943" is SUPERIMPOSED over the screen as the

island is BOMBARDED by more artillery.

(NOTE: We should HEAR the sound of EXPLODING ARTILLERY in the

BG throughout this scene.)
 4.

DEEP IN THE JUNGLE

We see an M4 SHERMAN TANK, blowing smoke from its exhaust

stack, MOWING DOWN everything in its path.

It stops, ENGINE IDLING, and slowly the turret ROTATES so

that its 75mm cannon is aimed INTO CAMERA.

Suddenly... it FIRES directly at CAMERA!

REVERSE ANGLE

The mortar shell ENTERS FRAME ABOVE CAMERA and STREAKS into
the BG, igniting upon IMPACT with a Japanese pill box built
into the side of the mountain.

ANOTHER ANGLE

A CHANCE-VOUGHT F4U CORSAIR flies TOWARD CAMERA with its

machine guns BLASTING o.s.

It continues to fly TOWARD CAMERA until it FILLS THE FRAME

and then veers off and flies toward the BG.

ANOTHER ANGLE

As it heads TOWARD CAMERA, STRAFING the beach, while numerous

ASSAULT SHIPS carrying troops and armored vehicles hit the
beach.

The ramps drop and dozens of SOLDIERS run up the beach,

FIRING their M14 rifles at the unseen enemy.

ANOTHER ANGLE

Two JAPANESE SOLDIERS load a 90mm anti-aircraft cannon that

looks not unlike a HOWITZER. It ERUPTS with fire as the shell
TEARS through the sky and EXITS FRAME.

ANGLE ON CORSAIR

It PASSES over the jungle, continuing to DECIMATE the

tropical foliage.

The 90mm shell ENTERS FRAME and connects with the "bird of
war," ripping the tail section off.

The pilot pulls back the canopy and bails out as the CORSAIR,
trailing dark smoke, plummets to the ground.

ANOTHER ANGLE - JUNGLE

The CORSAIR CRASHES into a grove of palm trees and EXPLODES.

 5.

When the smoke clears, we see an "elephant graveyard" of

littered military vehicles, including tanks, half-tracks,
jeeps, etc.

CLOSE - TANK TREADS

They roll TOWARD CAMERA, SQUEAKING relentlessly.

CAMERA PULLS BACK and TRACKS with tank as it moves slowly

past the downed CORSAIR.

We HEAR the SOUND of another 90mm, shell arcing through the

air o.s. Suddenly it ENTERS FRAME and IMPACTS with the tank,
knocking it over on its back.

ANOTHER ANGLE

As we watch, via simulated "elapse-time photography," the

armoured hulks rust and deteriorate. The vegetation and the
earth have reclaimed them and they disappear.

(NOTE: The EXPLOSIONS fade out.)

SUPERIMPOSE over the screen a calendar: the year "1943."

An unseen wind blows the pages off, one by one, year by year,
until it goes so fast we cannot recognize the date until it
stops at "1985," and we...

DISSOLVE TO:
EXT. DECEPTICON HQ

The CAMERA PUSHES IN on the underwater buildings...

STARSCREAM (V.O.)
Shockwave this! Shockwave that!
(a beat) )
All I ever hear about is how great
Shockwave is!

MEGATRON (V.O.)
You could learn a few things about
humility and respect from
Shockwave.

CUT TO:

INT. DECEPTICON HQ - CLOSE ON STARSCREAM

MEGATRON and STARSCREAM are in the middle of another, in a

series of many, arguments.
 6.

STARSCREAM
Great leaders are not borne out of
humility, but out of action!

ANGLE ON MEGATRON AND STARSCREAM

Megatron turns his back on Starscream and walks away from

him.

MEGATRON
You'll never understand,
Starscream!
(a beat)
You lack the ability to see your
own faults!

ANGLE ON STARSCREAM

As his face flushes with anger. Starscream raises his laser

weapon and aims it at Megatron's back and...

STARSCREAM
(screaming)
Nobody turns his back on me!

... FIRES a laser blast that STREAKS TOWARD CAMERA and...

ANOTHER ANGLE

... nails Megatron in the back. He reacts to the hit, his

body writhing spasmodically, as he falls OUT OF FRAME.

MEGATRON
Aaahhh!!!

ANGLE ON THE FLOOR

As Megatron’s face ENTERS FRAME and CRASHES on the metal

floor. His eyes are blank.

WIDER

As Starscream moves over to Megatron's prone body.

STARSCREAM
Feast your eyes on your new
Decepticon leader!

The other DECEPTICONS move in and around Starscream as he

props one foot on top of Megatron's fallen body.
 7.

CLOSE ON MEGATRON'S FACE

His eyes open. They begin to glow a dull red and then slowly
burn brightly.

ANOTHER ANGLE

Megatron shakes the cobwebs out of his head and rolls over,
knocking Starscream off balance.

STARSCREAM
What the...!
(a beat)
MEGATRON!!!

ANOTHER ANGLE

Megatron rises to his feet and Starscream slowly backs away.

STARSCREAM
You're supposed to be dead! I
terminated you!

MEGATRON
You ridiculous excuse for modern
technology!

He aims his fusion cannon at Starscream's midriff.

MEGATRON
I am sick of your endless quest for
power...

CLOSE-UP

Of the barrel end of the fusion cannon. Megatron's face is

visible behind it.

MEGATRON
... especially at the cost of
losing mine!

CLOSE ON STARSCREAM

As he looks O.S. at the other Decepticons, hoping that they

will come to his defense.

STARSCREAM
Don't just stand there! Do
something!
 8.

ANGLE ON OTHER DECEPTICONS

They quickly turn away and find something to busy themselves

with.

STARSCREAM
Your new leader orders you to slay
Megatron!

ANGLE ON MEGATRON

He begins to LAUGH.

MEGATRON
You are a fool, Starscream, if you
think that anyone will ever follow
your orders!

ANGLE ON STARSCREAM

As he discovers himself backed up against the wall...

STARSCREAM
You just wait, Megatron! One of
these days, I will have my revenge!

CLOSE SHOT - MEGATRON'S FUSION CANNON

Megatron slowly squeezes the trigger of the fusion cannon.

MEGATRON
You and what army?!

It ERUPTS with FIRE, which EXITS FRAME.

ANGLE ON STARSCREAM

As the BLAST from the cannon hits him...

STARSCREAM
Aaahhh!!!

ANGLE ON OTHER DECEPTICONS

As they watch unmoved by the action O.S.

THEIR POV

Of Starscream's limp body falling to the floor with a THUD!

ANGLE ON MEGATRON

He lowers his cannon and turns to the others.

 9.

MEGATRON
Let that be a lesson to all who
consider mutiny!

ANOTHER ANGLE - MEGATRON AND STARSCREAM

MEGATRON
Be grateful I had my weapon set on
"stun."
(a beat)
Next time, you won't be so lucky!

He motions with a swipe of his arm...

MEGATRON (CONT’D)
Now get him out of my sight!

ANGLE ON SOUNDWAVE

SOUNDWAVE
Laserbeak... eject!

His chest plate opens and a cassette ejects out, TRANSFORMING

into LASERBEAK.

CAMERA TRACKS with the bird as he circles around the room and
swoops down on Starscream, picks him up in his metal talons
and flies o.s.

FLIP TO:

EXT. PACIFIC OCEAN

Laserbeak, carrying Starscream in his talons, flies across

the horizon, spies something o.s. and dives.

LASERBEAK
CAW... CAW... CAW!

HIS POV

Of a small chain of islands in the b.g. and CAMERA PUSHES IN.

(NOTE: These are the Solomon Islands in the South Pacific as

seen in the first scene.)

THE ISLAND

As Laserbeak flies TOWARD CAMERA, just above the tree line.

CAMERA TRACKS with him as he circles once, then twice, and
finally drops Starscream's body and flies OUT OF FRAME.

LASERBEAK
CAW... CAW... CAW!
 10.

ANGLE IN SKY

As Starscream's body falls through the sky like some rag

doll.

ANGLE ON BEACH

As Starscream lands on his back in the soft, wet sand... legs

and arms akimbo.

Wave after wave CRASHES onto his still body.

CLOSER ON STARSCREAM

The waves continue to CRASH onto his face... and finally he

open his eyes.

STARSCREAM
(ad lib groans)
WIDER

He struggles to his feet...

... staggers up the beach, and props himself under a palm

tree.

STARSCREAM
(labored)
Got to think!
(a beat)
What happened?!

CLOSER ON STARSCREAM

As his memory begins to return.

STARSCREAM
Oh, yeah... Megatron!
(a beat)
That filthy grease pit! I'll fix
him!

WIDER

As he begins to pace back and forth along the sand.

STARSCREAM (CONT’D)
But how?!
(a beat)
(MORE)
 11.

STARSCREAM (CONT’D)
He made a fool out of me in front
of the other Decepticons!
(a beat)
They'll never respect me as a
leader now!

CLOSER ON SAND

We begin to notice that Starscream has worn a path in the

sand.

Suddenly... he trips over something.

STARSCREAM
What the...!

DRAMATIC ANGLE UP

As he bends down INTO CAMERA to get a closer look.

STARSCREAM
(inquisitively)
Hmmm.... !

CLOSE ON SAND

As his hands ENTER FRAME and dust the sand off the "object."

STARSCREAM
It looks like a wing from an old
fighter plane the flesh creatures
used in their wars!

WIDER

As he lifts the battered wing high into the air.

STARSCREAM
There must be more of this stuff
lying around here!

He uses the wing as a shovel and starts digging vigorously in

the sand.

CLOSE ON SAND

The "shovel" removes a load of sand, pulling it OUT, then

returning for more.

Now we can see something under the sand, but really can't
tell what it is.
 12.

WIDER

As Starscream drops to his knees and starts digging the sand

away from this new find with his hands.

STARSCREAM
This thing must be huge!

DISSOLVE TO:

LATER - ON STARSCREAM

He looks at something O.S.

STARSCREAM
Reminds me of that two-faced, loud-
mouthed Blitzwing!

The CAMERA PULLS BACK to include the result of his efforts:

an M14 SHERMAN TANK.

STARSCREAM (CONT) (CONT’D)

Yeah! If Megatron can have his
Blitzwing...

ANOTHER ANGLE

As he retrieves his "shovel" and hastily starts reburying his

"treasure."

STARSCREAM (CONT)
(muttering)
"Me and what army?!"
(a beat)
I'll show him what army..!

FLIP TO:

EXT. - SOMEWHERE -IN THE MIDDLE OF A BARREN DESERT

The space bridge is currently located here, guarded by

SKYWARP and THUNDERCRACKER (who were not present during the
Megatron-Starscream confrontation earlier).

Starscream, in jet mode, FLIES THROUGH SCENE above, and the

CAMERA PANS over to where he lands, TRANSFORMING to robot
mode.

STARSCREAM
Out of the way, you...
 13.

ANOTHER ANGLE

Starscream marches toward the two Decepticons, who guard the

entrance to the space bridge.

STARSCREAM (CONT’D)
... microchip morons!
(a beat)
I have urgent business on
Cybertron!

CLOSER ON THUNDERCRACKER AND SKYWARP

They block Starscream's way into the space bridge.

SKYWARP
We're under strict orders not to
let anyone travel on the space
bridge without proper
authorization!

ANGLE ON STARSCREAM

He raises his weapon.

STARSCREAM
Here's my authorization!

CAMERA TRACKS down the barrel to the Decepticons' faces.

THUNDERCRACKER
(clears his throat)
Proceed!

WIDER

As Starscream lowers his weapon and walks past them into the
space bridge.

STARSCREAM
Activate the space bridge... now!

ANGLE ON SKYWARP

As he activates (SFX) the bridge from the control panel.

WIDE ON SPACE BRIDGE

Starscream is engulfed in bright, colorful lights. The lights

grow brighter and we hear a low HUMMING NOISE that increases
in volume.
 14.

Finally, it escalates into a THUNDEROUS ROAR, and Starscream

disappears as the shaft of light shoots up into the heavens
above.

FLIP TO:

EXT. - THE PLANET CYBERTRON - ESTABLISHING

CUT TO:

INT. - SOMEWHERE ON CYBERTRON

Starscream moves stealthily down a dimly-lit corridor

somewhere deep in the bowels of the mechanical planet.

He passes door after door... searching.

STARSCREAM
(to himself)
214, 215, 216...

He stops in front of a door marked 217.

STARSCREAM (CONT’D)
Aha...
(a beat)
... 217!

He quickly looks around and then...

... levels his laser weapon at the door.

CLOSER ON DOOR

Starscream FIRES a small laser bead around the perimeter of

the door.

Smoke issues forth from the contact of the hot laser and the
metal door.

WIDER

Starscream KICKS the door down and passes through.

INSIDE

CAMERA SLOWLY (and I mean SLOWLY) PANS to reveal that it

looks not unlike a bank vault. The walls are lined with metal
drawers from floor to ceiling.

Starscream searches for the right one.

STARSCREAM
I know you're in here somewhere!
 15.

ANOTHER ANGLE

Finally... Starscream finds what he is looking for. He fires

a BLAST at the drawer... and it springs out.

STARSCREAM (CONT’D)
Gotcha!

DRAMATIC ANGLE DOWN

Starscream's hands ENTER FRAME and remove a small box from

the drawer. It glows bright green in color.

He lifts the box TOWARD CAMERA, and we can read: "DANGER -

CRIMINAL DECEPTION PERSONALITY COMPONENTS. DO NOT REMOVE!"

STARSCREAM (V.O.)
Come to poppa!

ANOTHER ANGLE

Starscream tucks the box under his arm and MOVES toward the
door.

He stops at the doorway, turns and FIRES several laser blasts

into the room.

WIDE ON ROOM

As it ERUPTS with EXPLOSIONS and FIRE and we...

FLIP TO:

EXT. - GUADALCANAL ISLAND

Starscream has excavated the remnants of that fateful battle

in 1943 and prepares to create his new army to challenge
Megatron's command of the Decepticons.

ANOTHER ANGLE

CAMERA TRACKS with Starscream as he moves down a line in

front of these battered hulks from World War Two. He carries
the box in his hand.

STARSCREAM
Now listen here... I am about to
give you life!

He steps up to the M4 SHERMAN TANK (the one we saw earlier)

and takes one small ebony cube from the box and places it
into its bulkhead.
 16.

STARSCREAM (CONT’D)
In return, I expect you...

ON JEEP

Starscream moves INTO SCENE, stepping up to a WILLYS Jeep,

with a machine gun mount, and places a second ebody cube
under its open hood.

STARSCREAM (CONT’D)
... to provide me with your
strength...

ON BOMBER

Starscream steps up to a B-17 BOMBER with a broken back and

places a third ebony cube in its shattered plexiglass
nosecone.

STARSCREAM (CONT’D)
... and your undying loyalty...

ON CORSAIR

Starscream steps up to the CHANCE-VOUGHT F4U CORSAIR (also

seen in the opening scene) and places a fourth ebony cube
into its mechanism.

STARSCREAM (CONT’D)
... until this mission...

ON TRAILER

Starscream steps up to a military transport tractor/trailer

rig and places the fifth and final ebody cube under its
opened hood.

STARSCREAM (CONT’D)
... is completed!

ANGLE ON ALL

Starscream stands in a central position.

STARSCREAM
Now that I have installed your
personality components, you may
refer to me as your Master!

DRAMATIC UPSHOT ON STARSCREAM

STARSCREAM (CONT’D)
Combaticons... TRANSFORM!
 17.

ANGLE ON THE COMBATICONS

The CAMERA PANS across the line-up as each vehicle TRANSFORMS

into a robotic mode...

... BRAWL, the tank; SWINDLE, the jeep; BLAST OFF, the space
shuttle; VORTEX, the helicopter; and ONSLAUGHT, the missile
trailer.

They are still rusty, damaged, and somewhat battered, even in

robot mode, and their transformations are hesitant.

STARSCREAM (V.O.)
(as the CAMERA PANS)
Brawl, the tank... Swindle, the
Jeep... Blast Off, my space
shuttle... Vortex, the
helicopter.... and Onslaught, the
missile trailer!

ON STARSCREAM

Onslaught steps up to him.

ONSLAUGHT
Who are you... and what are we
doing in these crude carcasses?!

ANGLE ON BLAST OFF

As he sidles up next to Onslaught.

BLAST OFF
Yeah, I wouldn't want to be seen by
anyone I know in this get-up!

ANOTHER ANGLE SHOOTING PAST STARSCREAM

The other Combaticons move up behind Onslaught and Blast Off,

facing down Starscream threateningly.

STARSCREAM (V.O.)
I am Starscream... who just rescued
your hides from the Decepticon
Detention Center on Cybertron!

ANGLE ON COMBATICONS

As they listen to Starscream O.S. explain their recent

history:
STARSCREAM (CONT’D)
Megatron and Shockwave imprisoned
you there many light years ago!
 18.

ANGLE ON STARSCREAM

STARSCREAM (CONT’D)
You are fortunate I came along to
release you! In return I ask that
you assist me in dethroning
Megatron!

Brawl steps up INTO SCENE, backing Starscream up.

BRAWL
What's to stop us from beating you
into scrap iron?!

CLOSE ON STARSCREAM

STARSCREAM
Because, my soldiers... I’ve
neglected to provide you with
energy absorbers!

WIDE ON SCENE

As the Combaticons listen carefully.

STARSCREAM (V.O.)
Without them... you cannot refuel!
(a beat)
No energy... no life!

They react with shocked looks.

COMBATICONS
(ad lib sounds of confusion)

ANGLE ON STARSCREAM

STARSCREAM
So... do we have a deal?

ON COMBATICONS

Huddled together in conference. After a beat, they turn out

to confront Starscream.

ONSLAUGHT
Very well.
(a beat)
We will obey you... for now!

WIDE ON SCENE

Featuring onslaught and Starscream.

 19.

ONSLAUGHT (CONT’D)
But once we have succeeded in
defeating Megatron... we must be
allowed to return to Cybertron to
enact our revenge!

CLOSE ON STARSCREAM
STARSCREAM
(lying through his teeth)
But of course!

WIDE ANGLE

STARSCREAM (CONT’D)
Prepare for immediate repairs and
refurbishing... and then we'll put
you to the test!

FLIP TO:

EXT. - SMALL TOWN SQUARE

CAMERA SLOWLY PANS the town square in this picturesque,

"Norman Rockwell-ish" town. Many people have gathered here
today for the unveiling of a new statue on the village green.

ANGLE ON STATUE

Covered with tarpaulins and bound with heavy rope.

People of all colors, shapes, and sizes are milling about.

TOWNSPEOPLE
(ad lib noises of excitement)

Next to the statue, JAZZ and CLIFFJUMPER are being

interviewed by a local TV REPORTER in front of a camera.

TV REPORTER
(to cameraman)
Okay, let's make it a three-shot!
(to Autobots)
You guys ready?!

THROUGH THE CAMERA LENS

We see the Autobots being interviewed by the reporter.

(NOTE: This is a hand-held camera, and should be moving a

little unsteadily before the actual interview.)

REPORTER (CONT’D)
Does my hair look alright?
 20.

We see a RED LIGHT go on inside the camera.

CAMERAMAN (V.O.)
Fine, Marty! You're on!

TV REPORTER
Hi! This is Marty Hill, reporting
live! Today we are witnessing a
historic occasion.

A bald-headed, pudgy, middle-aged guy ENTERS FRAME and hands

a giant pair of golden scissors to Jazz.

JAZZ
Thanks!

The bald-headed man stops for a moment and looks into the
camera, and smiles. The camera ZOOMS IN to lose him.

TV REPORTER
(clears his throat)
I have with me two members of the
Autobot team: Jazz and Cliffjump...

Cliffjumper TAPS the reporter on the shoulder.

CLIFFJUMPER
(correcting him)
That's Cliffjumper!

WIDE ANGLE ON SCENE

From this angle, we can see the entire ceremony, the people,
the cameraman, etc.

TV REPORTER
Ah, yes... Cliffjumper. They have
been invited here as guests of
honor to officially cut the
ribbon...

CLOSER ON STATUE

Jazz and Cliffjumper move INTO SCENE next to the statue.

After a beat, Jazz cuts the ribbon.

TV REPORTER (V.O.)
... at this ceremony dedicating
this magnificent statue of...
 21.

DRAMATIC HIGH ANGLE

As the tarpaulin falls TOWARD CAMERA and the statue of

OPTIMUS PRIME is revealed.

(NOTE: This statue depicts Prime in a pose not unlike the one
seen in the poster or his 16-foot likeness at the Universal
Studio Tour.)

TV REPORTER (V.O.)
... the leader of the Autobots,
Optimus Prime!

WIDE ON TOWN SQUARE

As the people in the crowd CHEER and APPLAUD!

ANGLE ON JAZZ, CLIFFJUMPER, AND TV REPORTER

The reporter shoves a microphone into Jazz's face.

TV REPORTER
Well, what do you think of it?

CLOSE ON JAZZ

Momentarily taken aback.

JAZZ
Uh... real cool!

WIDER

To include Cliffjumper.

CLIFFJUMPER
If I didn't know better... I'd
swear it was Optimus himself!

JAZZ
(adding)
Yeah... looks just like him!

THROUGH THE CAMERA LENS

As the TV reporter moves straight INTO CAMERA.

TV REPORTER
Well... there you have it...
(a beat)
... straight from the Autobots'
voice synthesizers!

We hear the sounds of O.S. LASER FIRE.

 22.

TV REPORTER (CONT’D)
This is Marty Hill... reporting
live from...
(a beat)
What the...?!

The CAMERA PANS quickly up to the sky to reveal...

... Starscream and the Combaticons (all in robot mode) FLYING

TOWARD CAMERA, FIRING their laser weapons!

WIDE ON SCENE

As the crowd, the camera crew, and the TV reporter all dive
for cover.

EVERYONE
(ad lib noises of panic and
confusion; screams)

ON JAZZ AND CLIFFJUMPER

As they dodge the Combaticons' FIRE...

CLIFFJUMPER
Are they Decepticons?!

... and RETURN some of their own.

JAZZ
Dunno... but I recognize their
leader...
(a beat)
... Starscream!

ANGLE ON STARSCREAM AND THE COMBATICONS

As they land on the village green, FIRING their laser weapons

O.S.

STARSCREAM
Combaticons... TRANSFORM!!

CLOSER ON BRAWL

As he TRANSFORMS into his tank mode... now repaired and

cleaned...

... and FIRES his twin sonic cannons.

BRAWL
Hey, Swindle... listen to this!
 23.

He continues to FIRE LOUD SONIC BLASTS as he rolls OUT OF

FRAME.

ANGLE ON CROWD

As they run helter-skelter THROUGH FRAME, covering their ears

from the painful, ear-splitting BURSTS of stereo sound
energy.

CROWD
(ad lib noises of confusion)

BRAWL (V.O.)
My sonic blaster blows 'em away!

ANGLE ON SWINDLE

As he TRANSFORMS into his Jeep mode and sprays his explosive

pellets from his "scatter blaster" O.S.

SWINDLE
That's hip, Brawl... but check this
out!

ANGLE ON STATUE OF OPTIMUS PRIME

Swindle's explosive pellets ENTER FRAME and spray the statue,

leaving holes like swiss cheese.

SWINDLE (CONT’D)
Instant air conditioning!

ANGLE ON BLAST OFF

He moves through the square in robot mode, testing out his

"ionic blaster," shooting at every electrical sign, traffic
light, and street lamp...

... causing disruptions in the electrical flow, resulting in

power overloads and EXPLOSIONS!

BLAST OFF
(unimpressed)
Really?!
(a beat)
My ionic blaster is much more
sophisticated than any of your
crude weapons!

ANGLE ON VORTEX

CAMERA TRACKS with him as he TRANSFORMS into his helicopter

mode and lifts off the ground.
 24.

WIDE ON SCENE

VORTEX
Hang onto your hats!
(a beat)
It's gonna get a little windy!

Vortex hovers over the town square with his rotor blades
spinning wildly, creating "200-300 mph wind funnels"...

... that suck up everything (mailboxes, telephone booths,

small cars, vending machines, etc.) in its path and throws it
all over the street.

ANGLE ON ONSLAUGHT

He TRANSFORMS to missile trailer mode and BLASTS up at the

items Vortex picks up.

ONSLAUGHT
Thanks, Vortex! I could use a
little target practice!

ANGLE ON JAZZ AND CLIFFJUMPER

They pause FIRING on Starscream and the Combaticons O.S.

CLIFFJUMPER
It doesn't look good, Jazz!
(a beat)
You better radio Autobot
Headquarters for help!

JAZZ
Piece o' cake! We can take these...

But they are whisked up into the air by Vortex's wind tunnel!

ON VORTEX ABOVE

Vortex opens his cargo doors and the two Autobots are sucked
up into his hold!

VORTEX
Hey... come on up for a spin!

Then he spins around wildly, stops, and flies up O.S.

ANGLE ON STARSCREAM

He watches Vortex leaving O.S.

 25.

STARSCREAM
That's two energy absorbers
captured... three to go!
(a beat)
Let's move out!

And Starscream FLIES UP and O.S.

IN THE SKY

Starscream and Blast-Off TRANSFORM into their flying vehicle

modes and...

... join the others as they FLY off, victoriously.

FADE OUT:

END OF ACT ONE

 26.

ACT TWO

FADE IN:

EXT. GUADALCANAL

Starscream and the Combaticons (in their robotic modes) stand

on the beach recounting their glories.

STARSCREAM
It feels great to return
victorious!

CLOSER ON STARSCREAM

STARSCREAM (CONT’D)
Any doubts I may have had about
your abilities are a thing of the
past!

ANGLE ON SWINDLE

As he gestures with his laser weapon.

SWINDLE
It sure is wonderful to be out in
the field again!
(a beat)
I've been cooped-up far too long!

Blast Off ENTERS FRAME beside him.

BLAST OFF
Did you see me out there? I was
magnificent!
(a beat)
You might even say... stupendous!

Then Brawl ENTERS FRAME and pushes both Swindle and Blast Off
aside.

BRAWL
You wimps... not one of you has the
muscle to stand up to those
Autobots alone!
(a beat)
Why if I hadn't been there...
they'd be picking up your parts
with an electro-magnet!
 27.

ANOTHER ANGLE

As Onslaught and Vortex ENTER FRAME and engage themselves in

a free-for-all shoving match.

COMBATICONS
(ad lib fighting/ arguing noises)

ANGLE ON STARSCREAM

As he turns to see the ruckus behind him.

STARSCREAM
Knock if off!

CAMERA TRACKS with him as he steps in and stops them before

they tear themselves apart.

STARSCREAM (CONT’D)
Save your energy and your contempt
for Megatron.

ANGLE ON VORTEX

As he dusts the sand off himself.

VORTEX
What about the Autobots' energy
absorbers?!

CLOSE - STARSCREAM

He looks at Vortex O.S.

STARSCREAM
What about them?

ANGLE ON ONSLAUGHT

As he MOVES next to Vortex.

ONSLAUGHT
You promised them to us!

ANGLE ON STARSCREAM

As he turns his back on the Combaticons and walks away.

STARSCREAM
I've decided that you can't be
trusted!
(a beat)
Therefore...
(MORE)
 28.

STARSCREAM (CONT'D)
nobody gets an energy absorber
until we capture three more
Transformers!

FLIP TO:

EXT. - PLANET CYBERTRON - ESTABLISHING

CUT TO:

INT. - DECEPTICON HQ ON CYBERTRON

SHOCKWAVE stands at his computer terminal as Megatron's image

blazes on the large video monitor screen.

On a smaller screen, just to the right... is a closed-circuit

display of the damage in room 217.

SHOCKWAVE
Shockwave, reporting to Megatron.
(abeat)
Intruders have liberated
personality components of the
renegade Decepticons!

ANGLE ON MEGATRON'S IMAGE

CAMERA PUSHES in as he shakes his fist.

MEGATRON
The Autobots!
(a beat)
Now they've done it!
(a beat)
They've gone too far this time! I
shall crush them once and for all!

FLIP TO:

INT. AUTOBOT HEADQUARTERS

OPTIMUS PRIME, POWERGLIDE, BUMBLEBEE and a few other assorted

Autobots stand before TELETRAAN 1 as it briefs them on the
attack on the town square and the kidnapping of Jazz and
Cliffjumper.

TELETRAAN 1 (VO)
Local news stations report
unidentified robots led by
Decepticon Starscream, attacked
unveiling ceremonies of Optimus
Prime memorial.
(a beat)
(MORE)
 29.

TELETRAAN 1 (VO) (CONT'D)

Eyewitness say that two Autobots...
Jazz and Cliffjumper were abducted.

ANGLE ON OPTIMUS PRIME

As he turns to the others.

OPTIMUS PRIME
Strange... most of the Decepticons'
attacks are directly or indirectly
related to their incessant need for
energy!

SHOOTING PAST PRIME

To the others.

OPTIMUS PRIME (CONT’D)

The town square provided nothing of
the kind. So it can only suggest
one thing.
(a beat)
It was an act of terrorism!

POWERGLIDE
Maybe Starscream has finally gone
off his nut and that...

He doesn't have time to finish his thoughts when the AUTOBOT

HQ is ROCKED with laser FIRE. (CAMERA SHAKES)

BUMBLEBEE
(yelling above the din)
Man your battle stations!

He quickly RUNS with the others OUT OF FRAME.

ANOTHER ANGLE

As Optimus Prime heads for the entrance.

OPTIMUS PRIME
Everyone take position! We are
going out!

CAMERA TRACKS with the Autobots as they move closer toward

the entrance.

CUT TO:

EXT. AUTOBOT HQ

LASER FIRE is RICOCHETING all over the place as the Autobots

pour out of the entrance, dodging FIRE and RETURNING it O.S.
 30.

OPTIMUS PRIME (CONT’D)

Spread out... and TAKE COVER!!

ANOTHER ANGLE

As the Autobots spread out and find protection behind rocks,

trees or whatever, as they continue to FIRE their laser guns
O.S.

ANGLE ON MEGATRON

He stands defiantly in front of the other Decepticons.

MEGATRON
(yelling above the din)
Return to me what is mine...
(a beat)
... and I will show you mercy!

ANGLE ON OPTIMUS PRIME

As he returns more laser FIRE.

But because of the deafening sound of the laser blasts...

Prime can't understand a word of what Megatron is saying.

OPTIMUS PRIME
(yelling above the din)
What are you talking about?
(a beat)
Return what?!

ANGLE ON MEGATRON

As he continues to lay down more laser FIRE.

MEGATRON
This is your last chance, Optimus!
(a beat)
I want the personality components
of those renegade Decepticons!

CAMERA PUSHES INTO his determined face.

MEGATRON (CONT’D)
And I want them... NOW!

ANGLE ON OPTIMUS PRIME

He continues to FIRE laser blasts at MEGATRON's general

direction O.S.
 31.

OPTIMUS PRIME
Release Jazz and Cliffjumper or
you'll wish you never heard of
Autobots!

ANGLE ON MEGATRON AND THRUST

As they continue to FIRE o.s.

Then... Megatron turns to Thrust.

MEGATRON
Are Prime's micro-chips messed up?!

Thrust lowers his laser gun, shrugs his shoulders and resumes
FIRING.

ANGLE ON MEGATRON

He is HIT in the chest while he wasn't looking.

Megatron falls on his “fundament” with a resounding THUD.

MEGATRON (CONT’D)
Blast you, Optimus!

Megatron rises to his feet and squeezes the trigger of his

fusion cannon...

... but only plumes of smoke emanate from the end of the
barrel.

MEGATRON (CONT’D)
Decepticons... RETREAT!!

WIDER

Megatron lifts up into the air and streaks across the sky,
followed by the other Decepticons (those who can TRANSFORM to
flying modes do so).

Thrust is last... and he FIRES one last shot as an act of

defiance.

THRUST
We'll be back!

Suddenly... an AUTOBOT laser blast ENTERS FRAME and nicks his

wing.

THRUST (CONT’D)
Aaaaahhh!!

He quickly TRANSFORMS into jet mode and...

 32.

... streaks into the BG to join the other retreating

Decepticons.

ANGLE ON OPTIMUS PRIME

As he lowers his gun and watches the Decepticons "beat feet"

O.S.

Bumblebee ENTERS FRAME and stands next to him.

BUMBLEBEE
(confused)
What was that all about?

The Autobot leader is uncomfortable with his answer.

OPTIMUS PRIME
I don't know, Bumblebee.

ANOTHER ANGLE

As Powerglide ENTERS FRAME alongside them.

POWERGLIDE
And what was all that talk about
renegade Decepticons?

CLOSE - OPTIMUS PRIME

OPTIMUS PRIME
I don't know the answer to that
question either...

ANOTHER ANGLE

As OPTIMUS PRIME turns and walks back inside AUTOBOT HQ.

OPTIMUS PRIME (CONT’D)

... but perhaps Teletraan 1 does!

CUT TO:

INT. AUTOBOT HQ

Once again... Prime, Powerglide, Bumblebee, and other

assorted Autobots stand before Teletraan 1.

OPTIMUS PRIME (CONT’D)

Teletraan 1... we need to know
everything you have on the history
of renegade Decepticons.
 33.

ANGLE ON TELETRAAN 1

The computer quickly searches it’s data banks as numerous

schematics flash on and off his computer screen.

TELETRAAN 1 (V.O.)
(various computer noises)
Renegade Decepticons are political
prisoners detained on Cybertron!

ANGLE ON AUTOBOTS

CAMERA SLOWLY TRACKS in front of them as they listen to

Teletraan 1's report.

TELETRAAN 1 (CONT’D)
Under direct orders from
Megatron...
(a beat)
... Shockwave had their personality
components removed from their
structures, which were subsequently
destroyed.

BACK TO TELETRAAN 1

As he finishes his report.

TELETRAAN 1 (CONT’D)
Until yesterday... the personality
components were stored in the
Decepticon Detention Center.

ANGLE ON BUMBLEBEE

As he realizes the implications.

BUMBLEBEE
Megatron thinks that we did it!

ANGLE ON POWERGLIDE

As he joins in.

POWERGLIDE
And Starscream must have stolen the
components and used them to create
his own army!

CLOSE - OPTIMUS PRIME

OPTIMUS PRIME
So that's what this is all about!
(a beat)
(MORE)
 34.

OPTIMUS PRIME (CONT'D)

It's nothing more than a power
struggle between Megatron and
Starscream!

ANOTHER ANGLE - WIDER

OPTIMUS PRIME (CONT’D)

Well... maybe we can help them
solve their little domestic
squabble... after we rescue Jazz
and Cliffjumper!
(a beat)
Autobots ... TRANSFORM!

Several of the Autobots TRANSFORM and move O.S. as we...

FLIP TO:

EXT. DESERTED RAILROAD STATION - NIGHT - LATER

A full moon burns brightly in the sky.

INT. DESERTED RAILROAD STATION

Inside a deserted railroad station, deep within the bowels of

the city, Megatron, Soundwave, and the other Decepticons are
siphoning off energy from idle diesel train engines.

ANGLE ON MEGATRON

As he expertly repairs his fusion cannon.

MEGATRON
Those Autobots have severely tried
my patience!
(a beat)
For this they will most certainly
pay!

ANGLE ON OTHER DECEPTICONS

As they get "juiced-up" on energy.

DECEPTICONS
(ad lib noises of contentment)

ANGLE ON MEGATRON

As he finishes repairing his fusion cannon.

MEGATRON
(angrily)
And where is that fool,
Starscream?!
 35.

ANGLE ON SOUNDWAVE

As he steps forward.

SOUNDWAVE
You ordered Laserbeak to dispose of
him...
(a beat)
... don't you remember?!

CLOSE ON MEGATRON

Trying not to appear foolish.

MEGATRON
Of course I do!
(a beat)
But I want you to look for him...

STARSCREAM (V.O.)
No need to look for me, Megatron...

IN THE SHADOWS

As a dark shadow appears from behind a diesel locomotive. The

voice is unmistakable.

STARSCREAM (CONT’D)
I'm right behind you!

ANGLE ON MEGATRON

He tries to conceal his surprise, as he bobs his head back

and forth, trying to see into the darkness O.S.

MEGATRON
(hesitantly)
Starscream?!
(a beat)
Is that you?!

ANGLE ON STARSCREAM

He steps out of the shadows and walks TOWARD CAMERA and

toward Megatron O.S.. with his laser weapon raised.

STARSCREAM
(sarcastically)
You were asking for me... weren't
you?
 36.

ANOTHER ANGLE

As the Combaticons emerge from the shadows and fan out around
him. Their guns are also drawn and leveled at the other
Decepticons.

STARSCREAM (CONT’D)
This is my army, Megatron...
(a beat)
... the Combaticons!

STARSCREAM AND MEGATRON

As Starscream levels his weapon at Megatron's head.

STARSCREAM (CONT’D)
And this fool is taking possession
of his rightful place in Decepticon
hierarchy...
(a beat)
... as of right now!

CLOSE - STARSCREAM'S GUN

As he SLOWLY squeezes the trigger.

STARSCREAM (V.O.) (CONT’D)

And I assure you...
(a beat)
... my weapon is not set on "stun!"

CLOSE - MEGATRON

He peers down the end of his nose to the business end of

STARSCREAM's laser gun.

STARSCREAM (V.O.) (CONT’D)

And there is nothing you can do to
stop me!

ANOTHER ANGLE

Once again Megatron finds himself subjugated to another

embarrassing moment at the hands of his greedy and vengeful
subordinate.

MEGATRON
Noooo!!
 37.

Megatron's CRY ECHOES throughout the empty railroad station,

as we...

FADE OUT:

END OF ACT TWO

 38.

ACT THREE

FADE IN:

EXT. DESERTED RAILROAD STATION - NIGHT

As before... we find Starscream standing over Megatron as he

is about to be blown to Kingdom Come!

STARSCREAM
So long... Megatron!

ANGLE ON SOUNDWAVE

He slowly and inconspicuously raises his gun to fire at

Starscream O.S.

STARSCREAM (CONT’D)
And don't think it hasn’t been fun!

ANGLE ON SWINDLE

He sees Soundwave O.S. and quickly FIRES a laser blast in

that direction.

ANGLE ON SOUNDWAVE

As Swindle's laser blast ENTERS FRAME and hits Soundwave's

concussion blaster gun, deflecting his BLAST O.S.

SOUNDWAVE
(ad lib sound of surprise)

ANGLE ON FUSE BOX

Soundwave's deflected laser blast ENTERS FRAME and hits the

fuse box. Sparks fly as the lights O.S. FLICKER on and off.

ANGLE ON STARSCREAM AND MEGATRON

As the lights continue to FLICKER on and off... and then

finally everything is black, except for the illumination
provided by the full moon.

STARSCREAM
Not again!
(a beat)
I can't believe that this is
happening to me!
 39.

ANGLE ON MEGATRON

As he SCRAMBLES to safety, somewhere in the dark.

MEGATRON
Yes, Starscream! Incompetence
breeds yet even more incompetence!

He LAUGHS.

ANGLE ON STARSCREAM

His whole body SHUDDERS with rage.

STARSCREAM
(ad lib long moanful scream)

Then... he FIRES wildly O.S., hoping that he makes contact

with something. Anything.

ANOTHER ANGLE

As we see the Combaticons join in.

BRAWL
You can run...
(a beat)
... but you can't hide!

ANGLE ON RAMJET AND DIRGE

They FIRE at Starscream and the Combaticons O.S.

Suddenly... they are both HIT by Brawl's BLASTS and fall to

the ground.

RAMJET/DIRGE
Aaahhh!!!

ANGLE ON ONSLAUGHT

As he fires at Soundwave O.S.

ONSLAUGHT
That was a cheap shot, Brawl !
(a beat)
Watch this!

ANGLE ON SOUNDWAVE

As he returns Onslaught's fire and turns to Megatron O.S.

 40.

SOUNDWAVE
Re-energization of troops
incomplete.
(a beat)
Must retreat!

ANGLE ON MEGATRON

As he tries to fire his fusion cannon. Apparently it is not

totally repaired.

MEGATRON
Blast these inferior Earthling
Components!

He continues his attempt to fire the laser gun as numerous

laser blast ENTER FRAME and explode around him. Alas, it is
to no avail. It merely SPARKS and smokes.

MEGATRON (CONT’D)
This is the second time today!
(a beat)
And I didn't like it the first
time!

WIDER

Megatron and the Decepticons disappear into the shadows, as

Starscream and the Combaticons' laser FIRE continues to ENTER
FRAME.

STARSCREAM (V.O.)
(screaming)
Hold your fire! Hold your fire!

ANGLE ON STARSCREAM

As he turns and moves toward Swindle O.S.

STARSCREAM
You idiot!

ANGLE ON SWINDLE

As CAMERA PUSHES in on him.

STARSCREAM (V.O.) (CONT’D)

I had him dead to rights before you
fired!

ANOTHER ANGLE

As Brawl sidles up next to Starscream and Swindle.

 41.

He nudges Starscream with his 10-Megawatt electron gun.

BRAWL
You're the idiot, Starscream!

He begins TAPPING his gun at Starscream's chest... forcing

him to move backwards.

BRAWL (CONT’D)
We're getting tired of following
you around!
(a beat)
We want to see some action!

ANGLE ON VORTEX, ONSLAUGHT, AND BLAST OFF

As they also MOVE toward Starscream.

STARSCREAM
Hey, fellows... back off!

ANGLE ON VORTEX

He moves closer to Starscream.

VORTEX
Maybe you'd like to go for a ride!

ANGLE ON STARSCREAM

As he backs into a brick wall.

STARSCREAM
Just help me remove Megatron from
power...
(a beat)
... and you'll see all the action
that you can handle!

ANGLE ON BLAST OFF

BLAST OFF
(whining)
I don't know how much more of this
I can take!
(a beat)
I'm getting low on energy!

ANGLE ON STARSCREAM

He is now surrounded by the Combaticons and motions to Ramjet

and Dirge, who lay stunned O.S.
 42.

STARSCREAM
Look... two more Transformers to
add to our collection!

ANGLE ON RAMJET AND DIRGE

They lie in a puddle of dirty water.

STARSCREAM (CONT’D)
That brings our energy absorber
count to four!
(a beat)
Only one more to go!

ANGLE ON COMBATICONS

As they look back and forth at each other.

COMBATICONS
(ad lib grumblings)

ANGLE ON STARSCREAM

Confident that he has appeased them, he moves away from the

wall and cuts a path through them.

STARSCREAM
Now that we've settled that...
(a beat)
... let's load up and plan our next
attack!

ANGLE ON VORTEX

CAMERA TRACKS with him as he TRANSFORMS into his helicopter

mode...

VORTEX
(under his breath)
Okay, Starscream... you won this
one!

... and FLIES over to the prone Decepticons.

ANOTHER ANGLE

As Swindle and Onslaught load the "numb" bodies of Ramjet and

Dirge into the cargo bay.

SWINDLE
Do you think Starscream knows what
he's doing?
 43.

ONSLAUGHT
My bet? Not a clue!

VORTEX lifts OUT OF FRAME, as we...

FLIP TO:

INT. AUTOBOT HQ

Optimus Prime explains their best course of action against

the feuding Decepticons.

OPTIMUS PRIME
Our posture on this one is to
protect the innocent bystanders...
while letting Starscream and
Megatron duke it out!

Tracks ENTERS FRAME.

TRACKS
And when the winner is declared...
what then?

ANGLE ON GEARS

GEARS
Then we go kick some Deceptibutts!

He SLAMS his fist into his other hand for emphasis.

ANGLE ON OPTIMUS PRIME

As he turns to Powerglide and the AERIALBOTS O.S.

OPTIMUS PRIME
Powerglide... I want you and the
Aerialbots to patrol the area for
Starscream and his sidekicks.

ANGLE ON POWERGLIDE AND THE AERIALBOTS

OPTIMUS PRIME (V.O.) (CONT’D)

Report back to Teletraan 1 any and
all sightings!

ANOTHER ANGLE

As Powerglide and the Aerialbots TRANSFORM into their flying

machines.

POWERGLIDE
No sooner said than done!
 44.

CUT TO:

EXT. AUTOBOT HQ

POWERGLIDE (CONT’D)
And away we go!!!

We see them FLY out of Autobot HQ and disappear in the BG,

and we...

FLIP TO:

EXT. DECEPTICON HQ - ESTABLISHING

MEGATRON (V.O.)
Starscream is a child!
(a beat)
Even with an army of thousands...

CUT TO:

INT. DECEPTICON HEADQUARTERS

Megatron has the entire force of Decepticons assembled before

him (including the CONSTRUCTICONS).

CAMERA SLOWLY PANS their faces as they listen to Megatron

O.S.

MEGATRON (V.O.)
... he couldn't lead them in a
parade... let alone against us!

They CHEER wildly.

DECEPTICONS
(ad lib shouting of agreement)

ANGLE ON RAVAGE

As he ENTERS FRAME and rubs his head against Megatron's leg

and PURRS softly.

Megatron's hand DROPS INTO FRAME and scratches Ravage's head.

MEGATRON (V.O.)
We will exterminate him and those
who choose to follow him.

ANGLE ON FRENZY

As he steps forward through the crowd.

 45.

FRENZY
But who are his followers... these
Combaticons...
(a beat)
... and what junk heap did he find
them in?!

MEGATRON (V.O.)
Back on Cybertron...

DISSOLVE TO:

EXT. CYBERTRON

We find ourselves in the midst of a hellacious battle. Black

smoke pours from charred ruins. Colorful EXPLOSIONS erupt on
the horizon in the BG. The sky is a misty shade of orange
from the bombings and the fire.

MEGATRON (V.O.)
... during our struggle with the
Autobots ...

ANOTHER ANGLE

We see Shockwave escorting FIVE DECEPTICON PRISONERS into a

futuristic transport vehicle.

He trains his disintegrator gun on them as they move on to

the transporter with their hands manacled in a circular ring
of energy.

MEGATRON (V.O.)
... there were some misguided fools
in the Decepticon force who were
opposed to my leadership.

CUT TO:

INT. DECEPTICON DETENTION CENTER

This is the same place we saw earlier... where Starscream

removed the personality components of the renegade
Decepticons.

MEGATRON (V.O.)
It became necessary to remove their
threat of insurrection by...

CAMERA TRACKS with Shockwave as he moves down the line,

removing the "personality components" from the chest of each
renegade Decepticon.

When he does so... their eyes go blank and their bodies sag.
 46.

MEGATRON (V.O.)
... removing their personality
components and...

ANOTHER ANGLE

As BEAMS of brilliant light from above shine down on the

robotic shells of the former renegade Decepticons...

... and they are vaporized.

MEGATRON (V.O.)
... destroying their former bodies.

DISSOLVE TO:

INT. DECEPTICON HQ

As before... Megatron addresses the Decepticons before him.

MEGATRON (CONT’D)
These are the same renegade
Decepticons who call themselves the
Combaticons...
(a beat)
... and now follow the inept
leadership of Starscream!

ANGLE ON DECEPTICONS

As they listen to Megatron O.S.

MEGATRON (V.O.) (CONT’D)

I want every available Decepticon
out in the field!

ANGLE ON MEGATRON

CAMERA PUSHES IN on his face.

MEGATRON (CONT’D)
Find Starscream and the
Combaticons...
(a beat)
... and destroy them!

CUT TO:

EXT. OCEAN

As the tower of the Decepticon fortress RISES from beneath

the sea.
 47.

A door slides open and the Decepticons, led by Megatron,

stream out...

... TRANSFORM and STREAK across the sky.

FLIP TO:

EXT. ELECTRICAL PLANT

This is a fenced-in area, housing large electrical towers

that provide electricity to the surrounding community.

We see Starscream getting "juiced-up" on energy.

A nearby sign reads "AMALGAMATED WATER AND POWER."

STARSCREAM
(ad lib sigh of relief)

ANOTHER ANGLE

Swindle and Brawl hang the limp bodies of Ramjet and Dirge
next to Jazz and Cliffjumper on some nearby electrical towers

Brawl eyes the Transformers hungrily.

BRAWL
I don't know how much longer I can
wait for an energy absorber!
(a beat)
I'm getting low on power!

SWINDLE
You might save some of your energy
by not shooting off your mouth!

Brawl gives Swindle a "dirty look," but Swindle is not

intimidated.

ANGLE ON STARSCREAM

He is now thoroughly "recharged.”

STARSCREAM
Let's go!
(a beat)
Megatron will not wait long before
he launches his assault on us!

ANOTHER ANGLE

As the Combaticons gather around.

 48.

STARSCREAM (CONT’D)
We must have the upper hand!

Suddenly... we hear a LOW ROAR O.S.

Starscream and the Combaticons turn their heads in the

direction of the NOISE as their faces are bathed in shadow.

SWINDLE
We'd better get it now... here he
comes!

THEIR POV

The sky overhead is darkened by the multitude of Decepticons,

led by Megatron... bent on revenge.

They fly TOWARD CAMERA, FIRING their laser weapons.

MEGATRON
Decepticons... ATTACK!!

ANOTHER ANGLE

As they land and TRANSFORM into their robotic modes, FIRING

at the enemy Decepticons O.S.

MEGATRON (CONT’D)
(yelling above the din)
Starscream...
(a beat)
... surrender or die!

ANGLE ON STARSCREAM AND THE COMBATICONS

As they stand up to the laser blasts FIRED by the Decepticons

and return in kind.

STARSCREAM
I've taken it this far, Megatron!
(a beat)
I won't stop now!

ANOTHER ANGLE

Starscream and Megatron continue to wage their own personal

war.

We see the other Decepticons and the Combaticons in the BG

FIRING laser blasts at each other.

MEGATRON
(lying through his teeth)
If you give it up...
(MORE)
 49.

MEGATRON (CONT'D)
I might be lenient...
(a beat)
... during your court martial!

STARSCREAM
What kind chump do you take me
for?!

ANGLE ON MEGATRON

As he FIRES his fusion cannon at Starscream O.S.

MEGATRON
You don't really want me to answer
that...
(a beat)
... do you?!

ANGLE ON STARSCREAM

Megatron's laser blast ENTERS FRAME as Starscream ducks,

narrowly missing decapitation.

It hits an electrical tower in the BG that SPARKS and catches

fire...

... causing the city lights in the far BG to go dark.

STARSCREAM
You'll have to do better than that!

He FIRES his laser gun at Megatron O.S.

ANGLE ON THE DARK SKY ABOVE

As Powerglide and the Aerialbots fly overhead.

Powerglide banks and swoops down TOWARD CAMERA.

POWERGLIDE (V.O.)
Powerglide to Optimus Prime!
(a beat)
Come in, Optimus!

CUT TO:

INT. AUTOBOT HQ - ON OPTIMUS PRIME

Optimus Prime and a few assorted Autobots stand before

Teletraan 1.
 50.

OPTIMUS PRIME
This is Prime.
(a beat)
Come in, Powerglide... over!

Suddenly... the video screen SCRAMBLES and we see

Powerglide's POV of the fighting scene between Starscream and
Megatron.

POWERGLIDE (V.O.)
Have found Starscream and the
Combaticons engaged in a firefight
with Megatron and the Decepticons
at the Amalgamated Water and Power
plant on the north side.

ANOTHER ANGLE

As Optimus Prime responds to Powerglide.

OPTIMUS PRIME
I want you and the Aerialbots to
continue monitoring their
activities.
(a beat)
The Autobots and I will join you
momentarily!

ANGLE ON VIDEO SCREEN

As Powerglide's onboard camera continues to monitor the

events below.

POWERGLIDE (V.O.)
Roger and out!

The video screen SCRAMBLES again and fades to black.

ANOTHER ANGLE

As Optimus Prime turns around and addresses the Autobots who

stand before him just O.S.

OPTIMUS PRIME
Autobots... TRANSFORM!

ANGLE ON AUTOBOTS

As they TRANSFORM and ROAR OUT OF SCENE, and we...

FLIP TO:
 51.

EXT. AMALGAMATED WATER AND POWER

As before... we find Starscream and the Combaticons engaged

in mortal combat with Megatron and the Decepticons.

And... it appears that Megatron and the Decepticons are

taking one hell of a beating.

MEGATRON
Enough of this!

He turns to the Constructicons O.S.

MEGATRON (CONT’D)
Constructicons... merge into...

ANGLE ON CONSTRUCTICONS

As they FIRE at Starscream... and the Combaticons O.S.

MEGATRON (VO) (CONT’D)

... DEVASTATOR!

The Constructicons TRANSFORM... coming together into the

giant robot.

ANGLE ON OTHER DECEPTICONS

As they step back and prepare to watch DEVASTATOR do what he

does best...

...DEVASTATE!

MEGATRON (V.O.) (CONT’D)

Leave no trace of their insidious
existence!

ANGLE ON DEVASTATOR

As he slowly lumbers toward Starscream and the Combaticons

O.S....

DEVASTATOR
(laughing maniacally)

... and FIRES laser blasts from his eyes.

ANGLE ON STARSCREAM AND THE COMBATICONS

As they FIRE up at Devastator O.S. while dodging his laser

BLASTS.
 52.

STARSCREAM
I have prepared for this emergency,
Megatron!

ANOTHER ANGLE ON COMBATICONS

STARSCREAM (V.O.) (CONT’D)

Combaticons... merge into
BRUTICUS!!

The Combaticons TRANSFORM and merge together.

The CAMERA PUSHES IN as his head slowly rises up from his

chest... until BRUTICUS is complete!

ANOTHER ANGLE

It becomes apparent that BRUTICUS is much larger than

DEVASTATOR!

ANGLE ON DEVASTATOR

CAMERA TRACKS WITH him as he charges, head bent low...

... toward Bruticus O.S.

DEVASTATOR
The bigger they are...

He CRASHES into Bruticus... who continues to stand erect,

hands on hips.

BRUTICUS
... the harder they fall!

Bruticus grabs Devastator with his left hand and gives him a
"roundhouse" with his right...

... sending him FLYING UP and OUT OF FRAME.

ANGLE ON MEGATRON AND THE DECEPTICONS

They look up to the sky to see Devastator O.S.

Suddenly... his large shadow falls and spreads across their

faces.

MEGATRON
Uh, oh!

THEIR POV

Of Devastator falling TOWARD CAMERA at a fast clip.

 53.

ANOTHER ANGLE

As Megatron and the Decepticons scatter in all directions...

... as Devastator falls INTO FRAME and CRASHES to the

ground... disappearing in a large crater.

ON THE FAR SIDE OF THE ELECTRICAL PLANT

Optimus Prime and the Autobots arrive just in time to see

Devastator defeated by Bruticus.

OPTIMUS PRIME’S POV

CAMERA SLOWLY PANS to Jazz and Cliffjumper hanging from a

nearby electrical tower with Ramjet and Dirge.

OPTIMUS PRIME (V.O.)

Jazz and Cliffjumper appear to be
safe!
(a beat)
We'll wait a few moments before we
go in!

ANGLE ON STARSCREAM

Standing at Bruticus's feet.

STARSCREAM
(ad lib uncontrollable laughter)

Suddenly... Decepticon laser fire ENTERS FRAME and Starscream

runs behind the protection of Bruticus's massive leg.

He peers around... FIRING laser shots O.S.

ANGLE ON MEGATRON AND THE DECEPTICONS

As they move around the hole left by Devastator's return to

earth and...

... move TOWARD CAMERA firing their laser guns up at Bruticus

O.S.

MEGATRON
Nothing of you will be left but
salvage, Starscream!

DRAMATIC ANGLE UP

Bruticus towers over Megatron and the Decepticons.

Their laser FIRE bounces off of his chest.

 54.

Starscream ENTERS FRAME and perches himself on Bruticus's

shoulder.

STARSCREAM
Promises... promises!

He FIRES at Megatron O.S.

ANOTHER ANGLE

As Megatron and the Decepticons finally see the handwriting

on the wall... and they begin to slowly fall back.

MEGATRON
It's no use!
(a beat)
We must retreat!

But it is too late. They have backed themselves into the side
of a mountain.

STARSCREAM (V.O.)
Sooo... Megatron...

ANGLE ON STARSCREAM AND BRUTICUS

As they loom over Megatron and the Decepticons.

STARSCREAM (V.O.)
... now will you kindly tell the
world who the new Decepticon leader
is!

CLOSE - MEGATRON

As he bows his head in shame.

MEGATRON
(softly)
You are.

CLOSE - STARSCREAM

He is getting immense pleasure out of this.

STARSCREAM
I CAN’T hear you!!

ANGLE ON BRUTICUS

As he reaches down and picks up the puny Megatron.

Megatron is panic-stricken and squirms in Bruticus's powerful

grasp.
 55.

MEGATRON
YOU ARE!!!

BACK TO OPTIMUS PRIME AND THE AUTOBOTS

As they watch the preceding.

OPTIMUS PRIME
Grapple... Ratchet... NOW!!
(a beat)
Go get Jazz and Cliffjumper!

GRAPPLE and RATCHET TRANSFORM into their vehicular modes and

move OUT OF FRAME.

BACK TO STARSCREAM AND BRUTICUS

Bruticus continues to hold Megatron... while Starscream

stands on his shoulder and announces his victory.

STARSCREAM
I am now the leader of all
Decepticons!

He turns to Bruticus.

STARSCREAM (CONT’D)
And you shall be my lieutenant!

ANOTHER ANGLE

As Bruticus throws Megatron aside like a used Kleenex.

BRUTICUS
The Combaticons serve no one any
longer!

He FLIES straight up into the air... knocking Starscream off

his shoulder.

BRUTICUS (CONT’D)
You have your victory...
(a beat)
... now we leave to take ours!

ANGLE ON STARSCREAM

As he recovers from his fall and hovers in mid-air, calling

after Bruticus.

STARSCREAM
I demand you remain here with me.
(a beat)
(MORE)
 56.

STARSCREAM (CONT'D)
I command you to return!
(then) )
You can't leave now... I gave you
life!

ON BRUTICUS

FLYING straight up in the air.

After a beat, he slows... then pauses, clutching at his

chest.

BRUTICUS
Losing power... no energy!
(a beat)
Can't... fly!

Suddenly... he loses power and begins falling back down O.S.

ANOTHER ANGLE

As Bruticus hits the ground with a CAMERA-SHAKING CRASH!!

Upon IMPACT with the unyielding ground...

... Bruticus separates into the five Combaticons and remains

motionless.

ANOTHER ANGLE

As Megatron and the Decepticons move past their bodies and

toward Starscream with their weapons raised.

MEGATRON
So much for your bodyguard,
Starscream!

ANGLE ON STARSCREAM

He sees that he has no place to run.

STARSCREAM
Megatron... it was just a test!

CLOSE - MEGATRON

As he comes in for the “kill.”

STARSCREAM (V.O.) (CONT’D)

I was going to offer them to you as
new soldiers in your army!
 57.

ANGLE ON JAZZ AND CLIFFJUMPER

Grapple and Ratchet ENTER FRAME and...

... remove Jazz and Cliffjumper from the electrical tower.

BACK TO MEGATRON

CAMERA PUSHES IN as he turns the dial on his fusion cannon so

that it is buried deep within the red zone.

MEGATRON
I'm going to make sure I don't make
the same mistake twice!

ANOTHER ANGLE

As he aims the gun at Starscream O.S.

The fusion cannon FILLS THE FRAME.

STARSCREAM (V.O.)
Megatron... don't!
(a beat)
Please!

ON STARSCREAM

Cowering.

STARSCREAM (CONT’D)
Anything but that!

ON MEGATRON

He lowers the cannon slightly.

MEGATRON
Very well.
(a beat)
Astrotrain... stun him!

ASTROTRAIN moves INTO SCENE next to Megatron and FIRES at

Starscream O.S.

ON STARSCREAM

He is hit.

His shrill CRY pierces the night air as he reacts to the

lightning bolt-like laser blast.

STARSCREAM
(ad lib piercing shriek)
 58.

He SPARKS and sputters.

When the smoke clears... his scorched body HITS the ground
with a resounding THUD.

ANGLE ON MEGATRON AND ASTROTRAIN

MEGATRON
Starscream and the Combaticons are
banished from earth...
(a beat)
... never to return!

FLIP TO:

EXT. BARREN ASTEROID IN OUTER SPACE

Deep in space... we find a tiny, barren asteroid.

CAMERA PUSHES in as Astrotrain ROARS straight TOWARD CAMERA

and passes overhead, leaving the asteroid.

THE SURFACE OF THE ASTEROID

Where we find Starscream, standing amidst the unconscious

bodies of the Combaticons.

He shakes his fist at the departing Astrotrain.

STARSCREAM
You'll regret that you did not
destroy me, Megatron!

CAMERA PANS UP to the stars as Starscream's voice ECHOES

through the galaxies.

STARSCREAM (V.O.) (CONT’D)

We shall have our revenge!

FADE OUT

END OF EPISODE