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TRANSFORMERS

SINS OF WAR

by

Luis Filipe

Based on Hasbro's Transformers Action Figures

Copyright © 2017

This is a fan script

Luisfilipearaujo13@gmail.com
OPEN ON a CYBERTRONIAN HEAD lying on the ground.

It is a massive head of an alien robot, ripped from its own


body. Half the face was severely damaged, showing the
mechanical interior of the thing.

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

On the background, we see buildings. The design and


architecture tell us that we're clearly not on Earth, but in
a highly advanced civilization.

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

However, all that infrastructure we see is in a real


collapse. Black smoke raise the skies, buildings badly
wrecked, distant sound of gunfire and explosions.

It's a WAR raging there.

As the camera keeps pulling back, we see more Cybertronian


corpses scattered on the floor. And the number only
increases.

Mechanical beings of great stature lying on the ground like


garbage, lifeless.

As we hear the racket of SHOTS and BOMBS growing in PRE-LAP,


we -

CUT TO:

A BATTLEFIELD.

We are at the core of what appears to be a town. Skeletal


steel frames push from rubble, providing only a suggestion of
the structures that once stood.

Across this wasteland, the AUTOBOTS and the DECEPTICONS are


locked in a ferocious combat.

The Autobots demonstrate focus and concentration on battle,


almost synchronized between them. We see PRECISE MOVEMENTS
echoed from robot to robot.

The Decepticons provide a contrast. There is more brutality


in their manner. They are unpredictable, rabid. They roar as
they charge, plasma blazing from their weaponry.
2.

Soldiers of both factions are shot down, but the Decepticons


are far, far in great number. And the tide of war is turning
against the Autobots.

CUT TO -

A small group of Autobots maintaining a barrage of fire while


some of them are lacerated by plasma fire.

CUT TO -

THREE AUTOBOTS fleeing and carrying a wounded brother with


them as the enemy shots whiz past within inches of them.

But they are surprised by a Decepticon BOMBSHELL that


explodes near them, knocking the three to the ground.

CUT TO -

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

CUT TO -

An Autobot - now in his PROTOFORM VEHICLE MODE - racing


across the battlefield firing his cannon, which is coupled to
the roof of the vehicle.

But suddenly - BLAM! A DECEPTICON TRUCK violently SLAMS into


the side of the Autobot, capsizing the vehicle over the
ground. As it rolls, the car CHANGES ITS SHAPE by turning
back into its robot form.

CUT TO -

A city burning at sunset.

CUT TO BLACK.

And sudden silence. Over this black screen, a caption


appears:

CAPTION
A civil war ravages the planet
Cybertron. On the one hand, the
Decepticons fight to take control
and rule the world with their
tyranny. On the other, the Autobots
fight for freedom.

The caption fades, to be replaced by:

CAPTION (CONT’D)
Autobots are losing.
3.

Then -

FADE IN:

EXT. ALBUQUERQUE - DAY

SOARING over New Mexico's great city.

LEGEND: "ALBUQUERQUE, NEW MEXICO."

We arrive to the city express bus station.

INT. FOOD SERVICE AREA - BUS STATION - DAY

A constant commotion of people, going from one place to


another carrying their luggage. Some arriving at the station,
others about to leave.

Sitting at one of the tables we find...

... a mysterious YOUNG WOMAN, 19, drinking coffee, alone.

She wears old, worn clothes. A dark sunglasses that prevents


us from seeing her face completely, plus a discolored cap on
her head.

Attached to her back, a backpack that seems to have suffered


a lot. She's a nomad.

While drinking her coffee quietly, the girl surveys her


surroundings under those sunglasses, analyzing, studying. As
if she was looking for something, or someone.

Moments later, she spots a typical nice FAMILY - dad, mother


and son - entering the station ready to travel.

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

INT. CONCOURSE - BUS STATION - DAY

The family walk towards the security checkpoint. But the


kid's eyes turn to a nearby kiosk, more precisely the ice
cream in the showcase.

KID
Mom, can I have an ice cream?

The mother can't deny that request.


4.

DAD
Go. We still have plenty of time.

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

While his eyes are glazed on the phone's screen...

... that mysterious young woman "accidentally" bumps into the


man, almost losing her balance.

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

DAD
I'm fine, don't worry.

YOUNG WOMAN
Really? I feel so stupid now.

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

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

She heads off as the man backs to his phone.

INT. SECURITY CHECKPOINT - BUS STATION - DAY

Upon arriving at the checkpoint, our girl shows up her travel


ticket. The guard checks it and nods for her to continue.

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

EXT. DEPARTURE AREA - BUS STATION - DAY

A row of passengers enters the express bus. Among them, the


young woman. She glances back and sees:

HER POV: At the checkpoint, that family is having a problem.


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

DAD
I'm sure I did not miss my ticket,
damn it!
5.

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


with the others.

EXT. FREEWAY - DAY

The Express bus departs from Albuquerque.

INT. EXPRESS BUS - DAY

MOVING through the aisle, passing by several passengers in


their seats and arriving at...

... the intriguing thief woman. She takes off her sunglasses,
showing for the first time the beautiful face of - VERITY
CARLO.

A face that suggests that she has been through a lot in this
life, that does not give up easy.

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

As she plays a song in the device, Verity slides into her


seat enjoying the landscape outside the window.

EXT. ARIZONA DESERT - SUNSET

An engine ROAR - then a CH-47 CHINOOK HELICOPTER skims the


sand and rocks, BLASTING through frame.

LEGEND: "SOMEWHERE IN ARIZONA."

INT. CH-47 CHINOOK - SUNSET

Flying the Chinook is MAJOR SPIKE WALLACE. Sense of humor.


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

Next to him: SERGEANT JOE HENDERSON. Muscular. Spike's best


friend. He whistles a song clearly upsetting Spike.

SPIKE
Seriously, Joe? This song again?

JOE
You love this song. In fact,
everyone loves this song.
6.

SPIKE
I loved until you made me bored
with it.

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

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

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

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

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

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

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

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

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

SPIKE
What?
7.

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

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

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

EXT. CANYON - NIGHT

A vast, lonely desert on all sides. Everything is calm and


quiet.

A beat.

Then, we begin to feel something very distant - it's like a


tremor. The nearby bushes vibrate with the sound, which comes
closer and louder.

Like from footsteps - BOOM. BOOM. BOOM.

Finally...

... A GIANT MECHANICAL FIGURE steps into the frame, barely


visible in the night. This is RUNAMUCK. We'll meet him later.
He looks up as if looking for something.

RUNAMUCK'S POV: The robot's targeting system ZOOMS IN on the


skies, scouring the air until find - THE CHINOOK.

After locating the target, Runamuck raises his right arm by


TRANSFORMING it into a ENERGY CANNON.

He takes aim and FIRES a single ball of energy upwards.

INT. CH-47 CHINOOK - NIGHT

The place has become a relaxed and fun meeting. Joe tells his
stories pretty excited, and everyone pays attention.

JOE
... And when her boyfriend came to
me, I simply froze.
(re: Spike)
And this guy did not even let me
know before it was too late.
8.

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

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

The others cheer at Joe.

SPIKE
I wonder if your dear Michelle
knows this story.

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

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

EXT. ARIZONA DESERT - NIGHT

Runamuck's energy shot rockets and BLOWS UP the Chinook's


rear ROTOR BLADES.

INT. CH-47 CHINOOK - NIGHT

The blast JOLTS the chopper sorely. Some men are thrown to
the floor while the others hold themselves in their seats.

EXT. ARIZONA DESERT - NIGHT

Exhaling black smoke from an engine, the Chinook dives hard


every second.
9.

INT. CH-47 CHINOOK - NIGHT

The chaos continues. Pilots do their best to try to stabilize


the chopper. The SPECOPS team stands firm as the entire
aircraft SHAKES like in an earthquake.

SPIKE
HOLD ON!

EXT. ARIZONA DESERT - NIGHT

The Chinook descends toward the Canyon just below.

EXT. RAVINE - CONTINUOUS

In a deep, narrow gorge with towering rocky walls on both


sides, the chopper falls SLITTING one wall with its rotor
blades.

And -

- BLAM. The Chinook SLAMS into the ground wildly, PLOWING UP


dirt along the ravine. It comes to a slow crunching stop.

It lies there, completely nonfunctional.

Moments later, we hear someone trying to open the side hatch


jammed. After a few attempts...

... Spike breaks open the hatch by throwing himself on the


ground. Still stunned, he stands up using the helicopter as
his support.

He's bruised and bleeding. Spike leans his back on the


helicopter and looks around to find out where he is.

Soon after, Joe hops out the helicopter assisting a wounded


man, followed by four more survivors. They rest for a moment
on the ground.

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

SPIKE
Joe... the others...

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

JOE
Only us. I’m sorry.
10.

SPECOPS #1
What happened? What knocked us out?

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

SPIKE
We need to contact the base.

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

SPECOPS #1
I’ll check it.

The SPECOPS #1 gets back in the helicopter. Spike squats,


still feeling the recent losses. Joe approaches him.

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

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

SPIKE
Yeah.

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

SPECOPS #1
The radio has been completely
damaged.

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

EXT. RAVINE RIDGE - LATER

Below, our SPECOPS keep moving. We see only the beam of light
from their lanterns.
11.

Then - Runamuck moves past the camera, as if watching the


soldiers. We still do not see him completely, just part of
his shoulder and arm.

EXT. RAVINE - NIGHT

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

JOE
What do you think could have done
that?

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

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

Spike glances at Joe. That’s when he senses something that


makes him STOP. Joe realizes and SIGNALS for the others to
stop too.

Silence. The soldiers look at each other, confused.

Something is not right and Spike feels it.

JOE (CONT’D)
Spike, what's going on?

Before Spike can say anything -

- A MASSIVE BULKY FIGURE DROPS FROM THE SIDE WALL TOP.

KA-BLAM! Runamuck lands on the ground hard, knocking the


soldiers down, barely visible in the shadows.

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

SPECOPS #2
Holy Jesus...

A tense pause.

Runamuck gives a wicked smile and lifts his arm transforming


it into his energy cannon, aiming at the soldiers.
12.

SPIKE
EVERYBODY MOVE!

As the men run for cover, Runamuck FIRES his energy blasts.
One of the soldiers is OBLITERATED into oblivion upon being
hit.

Scattered in two groups, the SPECOPS take cover behind a few


rocks. Runamuck approaches with slow, heavy steps.

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

Everyone is waiting for an answer, anything. Spike thinks,


but there is only one way out now:

SPIKE
Let's give it everything we have.
(to the others)
On my signal!

The others prepare themselves, some with trembling hands,


some breathing hard.

Runamuck shoots around the soldiers just to scare them, he's


enjoying that. The men hold position, waiting. When Spike
realizes that the target is close enough...

SPIKE (CONT’D)
Now!

... they all emerge from their covers OPENING FIRE at


Runamuck at the same time. The Decepticon shields his face
with his arm.

The bullets RICOCHET OFF that steel armor.

JOE
Shit! It's not working!

Then Runamuck returns fire, this time shooting to kill.


Another soldier is hit, turning into ashes.

Joe stares at the poor man was, now erased from existence.
While he's distracted, Runamuck targets Joe without him
noticing, but Spike does.

SPIKE
Joe!

As Runamuck fires...
13.

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

SPIKE (CONT’D)
Are you all right?

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

But Runamuck GRABS the soldier with one hand, as if he were


an insect, and lifts him off the floor.

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

Runamuck takes Spike at the same height as his face. He gazes


at that little human with disgust. Spike SQUIRMS inside that
giant hand but it's impossible to get out.

The Decepticon tightens his hand gradually making Spike moan.


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

At that moment, Spike spots something on the robot's


shoulder: THE DECEPTICON SYMBOL. Purple, grim.

CLOSE ON JOE: On one knee aiming his 40mm under-barrel


grenade launcher cautiously right at the arm of the
Decepticon.

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

JOE (CONT’D)
Now! Shoot it!

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

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

Runamuck looks around and sees that there is no longer any


human standing. He glances at the wound on his arm and
growls. Damn it.

SPIKE'S POV: Lying on the ground, stunned but alive. He sees


Runamuck TRANSFORMING into vehicle mode, and speeding away.
14.

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

SPIKE
Joe... please...

As Spike grovels for Joe, we slowly rise up. Until we look


straight down and see the true scope of the carnage, the
massacre.

EXT. CANYON VALLEY - NIGHT

Somewhere far away in the desert rests a huge alien ship.


This is NEMESIS - a Decepticon flagship.

Ominous, deep purple color. Behind it, there is the trail of


destruction caused on the hard landing some time ago.

Runamuck approaches in his vehicle mode.

INT. CORRIDOR - NEMESIS - NIGHT

Runamuck makes his way through the hallway. That's when


another Decepticon emerges from a room - RUNABOUT. Runamuck's
brother. He notes that arm wound.

RUNABOUT
(subtitled)
What happened to you?

RUNAMUCK
(subtitled)
Nothing.

INT. BRIDGE - NEMESIS - NIGHT

An imposing figure stands with his back to us: MEGATRON.


Grim, with a menacing CANNON attached in his right forearm.

Right next to Megatron is STARSCREAM - the greedy Decepticon


Air Commander.

Both watch another Decepticon working on a bridge console -


BRAWL. a Decepticon capable of taking the form of a tank.
Runamuck comes in, and kneels in front of Megatron.

RUNAMUCK
(subtitled)
Lord Megatron, I bring you good
news.
(MORE)
15.
RUNAMUCK (CONT'D)
I caught a human airship flying
over our surroundings and knocked
it down quickly. There were no
survivors.

Megatron turns slowly to Runamuck, staring at him with his


bright red bloodshot eyes.

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

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

Megatron walks up to Runamuck making him more nervous.

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

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

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

Megatron returns to his starting position, watching Brawl.


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

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

Fussy, Runamuck leaves the bridge. Starscream joins Megatron


right after.
16.

EXT. DESERT HIGHWAY - DAY

CLOSE ON A ROAD SIGN, which reads: "Welcome to Phoenix."

Albuquerque’s express bus speeds past it.

EXT. PHOENIX STREETS - DAY

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

EXT. BUS STATION - PHOENIX - DAY

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

Discreetly, Verity steps out the bus. After putting on her


cap and sunglasses, she leaves the station without anyone
noticing.

EXT. PHOENIX STREETS - DAY

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

VERITY
Shit.

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

INT. CONVENIENCE STORE - DAY

On the food racks, Verity chooses something to eat: some


packets of biscuit, candy, cereal bars, water bottle, etc.

JUMP CUT:

The CASHIER checks all that Verity got. After passing all the
products:

CASHIER
U$17.40.

Verity rummages inside her bag and pulls out a banknote and
several coins, putting everything on the counter.
17.

The cashier counts all that heap of money.

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

VERITY
What? Try again.

CASHIER
Trust me, it's U$17.20.

VERITY
C'mon man, are only twenty cents.

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

VERITY
We're talking about twenty fucking
cents.

CASHIER
Welcome to capitalism, darling.

Verity sighs impatiently, but tries to contain her anger.

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

The cashier removes some cereal bars.

EXT. CONVENIENCE STORE - DAY

After exiting the store, Verity picks up her iPod, puts the
headphones and plays some music.

Then, she starts to move on.

EXT. OUTSKIRTS OF PHOENIX - DAY

Just on her own feet, Verity leaves the city. She glances
back a moment, but keeps moving forward.

EXT. DESERT HIGHWAY - DAY

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

Verity waves both arms to the next car, but it does not even
slow down.
18.

VERITY
Come on... just one.

No choice, Verity keeps walking.

EXT. GAS STATION - LATER

After a long walk, Verity finally finds a place to rest. She


sits on an old tire and picks up the water bottle off her
bag.

Besides to quenching her thirst, Verity also bathes her face


to cool off. A moment of relief.

Then she notices some drivers fueling up their cars at that


moment. A chance to have a ride.

CUT TO -

A TRUCK DRIVER leaving the convenience store of the station


with a can of beer in hand. He walks up to his truck.

But before he enters the cabin, the man notices Verity


talking to the last car of the station. But the driver
accelerates off, leaving the poor girl alone there.

The truck driver pauses, then turns to Verity.

TRUCK DRIVER
(calling out)
Hey girl!

Verity turns around.

TRUCK DRIVER (CONT’D)


Yeah, you! Are you looking for a
ride?

She hesitates.

TRUCK DRIVER (CONT’D)


You better decide quickly, I have
to leave now.

The driver enters his truck. Verity stands still, thinking


about what to do. But as the truck driver starts the engine,
Verity makes her decision and runs to the truck.

As she climbs up the truck cabin -

CUT TO:
19.

EXT. DESERT HIGHWAY - DAY

The truck drives down the road.

INT. TRUCK - DAY

Verity devours her last cereal as the truck driver looks at


her curiously.

Neither of them talk for a while, all we hear is the truck's


engine and the chews of Verity.

A beat.

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

She does not respond, keeps feeding.

TRUCK DRIVER (CONT’D)


Okay, can I know where you're going
at least?

VERITY
It’s a personal matter.

TRUCK DRIVER
Right.

After finishing the cereals:

VERITY
I'm sorry but you have something to
drink? -- I mean, something cold.

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

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

TRUCK DRIVER (CONT’D)


My friend Poe gave me that beer. I
would recommend this one.

He shows the beer he bought at the gas station.

VERITY
Anything goes.
20.

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


her suggestively.

Those female curves, that sweaty skin.

That's not a good sign.

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

She throws the empty can through the window.

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

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

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

TRUCK DRIVER (CONT’D)


We just have a little problem. I'm
going to the opposite side of Las
Vegas.

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

TRUCK DRIVER
You decide, but...

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

TRUCK DRIVER (CONT’D)


... we can solve this in a very
easy way, do not you think?

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

VERITY
GET OFF ME!

He grabs his nose gushing blood as Verity continues to punch


him several times.
21.

TRUCK DRIVER
(painful)
My nose you son of --

In order not to lose control of the truck, the driver SLAMS


the brake immediately.

EXT. DESERT HIGHWAY - DAY

As the truck stops at the shore of the road, Verity jumps out
instantly and takes distance.

The truck driver remains in his seat trying to contain the


nosebleed with his hands.

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

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

Sometimes she hits the truck and sometimes the driver.

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

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

TRUCK DRIVER
You're a crazy bitch!

He speeds away, leaving Verity alone on the road.

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

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

The vehicle disappears from our sight. Verity stands for a


moment, breathing hard.

A beat. She recomposes herself and returns to her journey,


walking alone in that vast desert.
22.

EXT. ABANDONED HANGAR - DAY

After almost half an hour of walking, Verity arrives at an


old hangar. She quickly scans the place for something useful.

There is nothing but the remains of a single-engine airplane


dismantled inside the hangar, destroyed by time.

Without wasting time, Verity returns to the highway making


her way again.

Off which -

DISSOLVE TO:

EXT. NEAR A JUNKYARD - HIGHWAY - EVENING

The sun is almost completely set. Tired, Verity stops at the


sight of that secluded junkyard by the side of the road.
Inside, there is an old shack.

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

EXT. FENCE - JUNKYARD - EVENING

Using her agility, Verity easily climbs the fence and jumps
into the junkyard.

Inside she's confronted with a sea of abandoned vehicles,


almost the size of a baseball field.

As she strides toward the shack, we see piles and piles of


useless cars, pick-ups and trucks. Some apparently in good
condition, others totally destroyed.

EXT. SHACK - JUNKYARD - EVENING

After crossing that garbage field, Verity steps on the porch


of the shack. For now, without sign of life.

VERITY
Hello?

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


Gently, Verity enters the shack.
23.

INT. SHACK - JUNKYARD - CONTINUOUS

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

On the floor next to the couch, two empty bottles of drink


and a semi-full in his hanging hand.

With cautious steps, Verity passes the man without waking


him, heading toward...

... THE KITCHEN. She opens the refrigerator and finds a


packed lunch. This will serve.

Verity takes that bit of food, a Coke and a spoon on the


table. Then she leaves, without the owner noticing her.

EXT. JUNKYARD - NIGHT

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

Moments after she finished eating, Verity lies on the car


windshield taking the last drops of her Coke staring at that
star-field, which shine like diamonds on the black sky.

She finishes the Coke and drops it to the floor, just like
the empty bowl. Looking at the sky, Verity FLASHES BACK TO:

EXT. ROOFTOP - NIGHT (FLASHBACK)

A YOUNG VERITY watches the stars with a telescope next to her


FATHER. Both smiling, enjoying the moment.

EXT. JUNKYARD - NIGHT

The hours passed and Verity fell asleep on top of that car.
Wind howling.

A long beat.

THEN -

- everything there begins to SHAKE. All the cars start to


vibrate and that only increases.

Consequently, Verity wakes up with that trembling, confused.


She looks around and sees the entire junkyard quivering like
an earthquake.
24.

A sound like innumerable jet-planes catches her ears.


Distant, yet overwhelming.

Verity stands on the car hood as...

... AN ORANGE FIREBALL GOES BLAZING THROUGH THE CLOUDS,


PLUNGING HARD.

From Verity's position, we track that huge meteor...

... until, some miles distant, further up the desert, seeing


across the vast plains...

... it crash-lands on the ground.

Because of the distance, the sound is delayed by a few


seconds, so the impact takes place in SILENCE.

And a few seconds after the sound comes the shock wave, this
one physical - a ripple through the surface of the earth.

Verity can SEE it before it hits her - shuddering out from


crash sight, racing around the desert and the junkyard.

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


balance up there.

Then is gone.

Off Verity’s PERPLEXED face:

EXT. DESERT - NIGHT

FOLLOWING Verity as she rushes hard toward the crash-site.


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

EXT. RIDGE ABOVE CRASH-SITE - MOMENTS LATER

Verity climbs to the edge of the ridge, looking at the havoc


that the thing did below.

There is a kilometer rip through the ground, like a scar,


culminating in the huge fallen object, without any visibility
within a cloud of dust and smoke.

VERITY
Holy shit.

Mind churning, Verity walks down the ridge.


25.

EXT. DESERT - NIGHT

CAMERA PANS ACROSS the crash area, moving through huge scraps
of ripped metal, some on fire, scattered over the floor.
Finally we come to the end of that destruction.

We can see a strange SILHOUETTE within the smoke, something


really big. Maybe some machinery. As the dust settles, it
REVEALS to us...

... A MASSIVE HIGH-TECH ALIEN SPACESHIP. Lying on the ground,


at a slight angle, in a crater of its own making.

This is THE ARK. An Autobot ship.

Five times bigger than the Star Destroyer from Star Wars.
It's like a small flying town.

A moment later, we hear something pounding the ship's hull -


from the inside.

The strokes get stronger and stronger until finally...

... WHAM! A hatch pops open, and a ROBOT comes out from the
ship: BUMBLEBEE. Black and yellow.

Still a little stunned after the impact, he looks around


trying to identify where he is. But all that Autobot sees is
an endless desert of rocks and sand.

Then another Autobot joins Bumblebee - PROWL. Quiet,


competent and loyal.

[NOTE: From now on, each Transformer talk in italics means


that they are speaking in their ALIEN LANGUAGE, SUBTITLED.]

PROWL
How do you feel, Bumblebee?

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

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

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

BUMBLEBEE
I said I'm fine.
(sadly)
The others... they did not get it,
did they?
26.

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

BUMBLEBEE
Right.

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

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

The ship is strong, but still it suffered a lot. Electric


sparks flicker from several points over the hull.

Bumblebee keeps going toward the huge turbines, always


supervising the scathe.

As he turns the corner of the ship, Bumblebee finds something


on the ground next to his feet...

... the tiny VERITY staring at him, in SHOCK. Wide eyes, jaw
dropped. Both of them FREEZE one facing each other in tense
silence.

BUMBLEBEE
Oh crap.

And AT THAT MOMENT -

- Verity gives her loudest and most scandalous SCREAM of all


her life.

Quite nervous and scared, Verity staggers back at the sound


of the robot's voice. Bumblebee raises his hands in a sign of
peace, trying to calm her down.

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

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

BUMBLEBEE (CONT’D)
Hey -- I know it's hard but try to
calm down.
27.

VERITY
MOVE AWAY FROM ME!

BUMBLEBEE
No, please, I...

Verity's hand finds a metal splinter on the ground. Without


thinking twice, she uses it to threaten Bumblebee, as if it
were a knife.

VERITY
STAY RIGHT THERE -- NO MOVE!

Bumblebee stops, not because of Verity's words, but because


he's studying her. We can see his eyes flickering quickly.

BUMBLEBEE'S POV: He accesses the internet and downloads every


piece of data in cyberspace.

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

As Verity speaks, Bumblebee analyses in detail at that


language, all in a matter of seconds.

Despite the threats, Verity remains seated on the floor,


pointing the piece of pointed metal at the robot, hands
shaking.

Calmly, Bumblebee kneels on one knee still with hands up. We


can almost hear Verity's heart beating at this moment.

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

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


understanding this thing.

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

BUMBLEBEE
Well, your world wide web is fairly
primitive so it was easy to analyze
and upload all the languages on
your planet.
28.

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

BUMBLEBEE
Look, I think we...

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

BUMBLEBEE (CONT’D)
Wait!

Bumblebee chases her.

During her run around the ship, Verity glances at Bumblebee


right in her tail. It's at this moment that she loses sight
of her way and...

... KA-RASH!! A COLOSSAL FOOT SLAMS DOWN BEFORE HER. 50 tons


of hardened-steel. Verity stops and tilts her head up to face
IRONHIDE.

One of the oldest and toughest Autobots, gruff and ornery. He


wields an ENERGY WEAPON.

IRONHIDE
Well, what do we have here?

VERITY
Oh God.

Verity turns around but she finds Bumblebee coming up.

BUMBLEBEE
Listen to me, we will not hurt you.

PROWL (O.S.)
Bumblebee!

Prowl joins them promptly.

VERITY
Another one?!

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

BUMBLEBEE
She appeared suddenly, I did not
see her! I swear!
29.

While Bumblebee and Prowl argue, Verity tries to escape from


there unnoticed. But...

IRONHIDE
Not yet, little one.

... Ironhide aims his huge weapon at her. His eyes finish
flicker, as did Bumblebee's. Without hesitation, Verity
raises her hands above her head, surrendered.

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

VERITY
W-What?

Back to Bumblebee and Prowl.

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

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

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

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

IRONHIDE
Or what?

Tension increases among the robots. Verity's completely lost


in the conflict, not knowing what can happen.

Bumblebee hand's comes up, his arm TRANSFORMING into an


ENERGY CANNON. And he aims at Ironhide.

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

PROWL
You two -- stop this stupidity!
30.

Without many options, Verity just shrinks to the ground


covering her head with her arms fearing the worst.

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

The eyes of Ironhide and Bumblebee lock on each other. Both


tense. They can shoot at any moment.

But SUDDENLY -

- a ship's door SLIDES OPEN interrupting that moment. A


TALLER FIGURE stands at the portal, SILHOUETTED against the
ship interior light.

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

TALLER FIGURE
Autobots, what's going on here?

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

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

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

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

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

OPTIMUS
It’s okay, Bumblebee.

Optimus looks down to Verity, who just stares at that


situation. The robot crouches on one knee and leans his
massive head close to her.

Optimus' eyes flicker - he's doing his upload. Verity can not
move, her mind is still processing all that.
31.

OPTIMUS' POV: He scans Verity, her fingerprints and facial


recognition. All her data appears on his screen.

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

VERITY
(startled but amazed)
Y-Yeah.

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

BUMBLEBEE
Or Autobots, if you prefer.

OPTIMUS
I apologize for this disturbance.
We're going through dark ages and
sometimes we can lose control of
ourselves. Right, Ironhide?

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

Ironhide keeps his gun in the compartment on his back.

VERITY
Ironhide...

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

PROWL
Greetings.

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

Bumblebee sympathetically waves at Verity. She waves back,


still stunned.

Then two more Autobots appear at the door of the ship:


RATCHET and WHEELJACK.
32.

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

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

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

She just gives him a nod.

OPTIMUS
Tell me some good news, Ratchet.

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

IRONHIDE
Damnit!

Optimus pauses a moment for the losses.

OPTIMUS
Wheeljack, status.

Wheeljack raises his left forearm, which it materializes a


holographic screen with several codes and numbers in
Cybertronian writing.

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

VERITY
“Energon”?

BUMBLEBEE
The life force within all
Cybertronians. And also fuel for
our stuffs.
33.

OPTIMUS
So we can't waste more time, we're
one step behind the Decepticons.
Wheeljack, do your best to bring
the Ark functional as fast as
possible.

WHEELJACK
Yes, sir.

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

RATCHET
I'll see what I can do.

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

IRONHIDE
It will be my pleasure, sir.

PROWL
You heard the boss, let’s move.

Each Autobot moves to their stations, leaving Verity and


Optimus alone there.

VERITY
Wait a minute -- what about me?

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

VERITY
But...

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

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

EXT. NEMESIS - CANYON VALLEY - NIGHT

Establishing.
34.

INT. BRIDGE - NEMESIS - NIGHT

Brawl works on the ship's main console which shows a


TOPOGRAPHIC 3D MAP of the region they are.

Megatron walks in, followed by Starscream.

BRAWL
Lord Megatron, you come at the
right time.

MEGATRON
Tell me.

Brawl enlarges the holographic image showing a terrain in


more detail.

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

He zooms in the image showing a red dot isolated in the


desert. Megatron approaches.

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

MEGATRON
How sure are you?

BRAWL
88.7%, sir.

STARSCREAM
Let me take care of them, Megatron.
I can kill those Autobots by
myself.

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

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

MEGATRON
Silence! You'll do what I tell you
to do.
(into radio)
Runabout. Runamuck. Vortex.
35.

INT. LOWER DECK - NEMESIS - NIGHT

Three Decepticons gathered there: Runabout, Runamuck - both


checking their weapons - and VORTEX.

MEGATRON (V.O.)
We have a location. As soon as you
get the coordinates, wend to the
Autobots for an immediate attack.
(beat)
No survivors.

RUNABOUT
Finally.

INT. BRIDGE - NEMESIS - NIGHT

Back at Megatron, Starscream and Brawl.

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

Brawl types in his virtual keyboard - the 3D map changes to a


different region, now showing a human-made structure.

BRAWL
The scanner detected a network
source east of this position in a
complex made by the earthlings.
We'll probably find what we want
there.

MEGATRON
Good.

EXT. NEMESIS - CANYON VALLEY - NIGHT

The ship's BACK DOOR opens as...

... TWO DECEPTICON VEHICLES (Runabout and Runamuck) burst out


the hangar with a CHOPPER (Vortex), which follows the duo
overhead across the desert.

EXT. THE ARK - DESERT - NIGHT

Verity is ready to leave, but she faces that vast desert


ahead and then the alien ship behind her.

She pauses by reflecting on her options. So she makes a


decision, and decides to go back to the Ark.
36.

INT. BRIDGE - THE ARK - NIGHT

The ship’s nerve center and control room. The bridge is an


expansive complex with Autobot sized CONSOLES all around the
perimeter. VIEW SCREENS dominate the decor.

MASSIVE WINDOWS encircle the front of the room giving an


expansive view of the exterior.

Floor space extensive, allowing the Autobots to get around


comfortably in either their robot mode, or vehicle mode.

Standing before the COMMAND CONSOLE - which is elevated above


the area - is Optimus, trying to make contact with his home.
But the display just shows SNOW.

Meanwhile, Ratchet works on the bridge systems like a


mechanic, amid wires and cables.

RATCHET
You had luck?

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

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

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

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

OPTIMUS
Keep trying.

EXT. ON TOP OF THE ARK - DESERT - NIGHT

We have a broad view of the desert that extends as far as the


eye can see. Bumblebee stands staring at that desolate land,
lost in thought.

Then he notices Verity climbing up to him.

BUMBLEBEE
Oh, you're still here. I thought
you were gone.
37.

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

She is still afraid of approaching that robot.

BUMBLEBEE
Come on, step closer.

VERITY
You guys are not radioactive,
right?

Bumblebee just laughs.

BUMBLEBEE
Of course not. I assure you.

She smiles and joins Bumblebee, contemplating that sea of


sand and rocks.

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

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

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

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

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

BUMBLEBEE
We made a final onslaught against
the Decepticons, an ultimate attack
to end the war. But they fled and
we chased them through space.
However, we were hit by an asteroid
field that damaged both ships.
38.

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

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

VERITY
Decepticons... who are they?

BUMBLEBEE
You will not want to know.

EXT. CLUSTER OF ROCKS ON A HILL - DESERT - NIGHT

Here we find Prowl, always vigilant eyeing the environment


like a hawk.

A beat.

Ironhide walks up behind him.

IRONHIDE
You know that's not right, do you?
We should be hunting those bastards
and not stand here with our arms
crossed.

PROWL
We are following Optimus' orders.
He is our leader and knows what to
do. You should go back to your
post.

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

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

Ironhide shakes his head. Typical.

EXT. ON TOP OF THE ARK - DESERT - NIGHT

Back to Verity and Bumblebee, sitting side by side.


39.

BUMBLEBEE
Why are you alone? You are so
young.

Verity hesitates for a moment.

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

BUMBLEBEE
You did not have anyone else?

VERITY
My mother -- stepmother, I mean.
But I could not bear to look at
her, I had to get away from her and
that city.

BUMBLEBEE
I suppose you and your father were
very close.

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

Off Bumblebee, captivated by that young woman.

EXT. CLUSTER OF ROCKS ON A HILL - DESERT - NIGHT

Ironhide reflects for a moment.

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

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

Ironhide realizes that Prowl will not change his mind.


40.

IRONHIDE
Just consider what I said.

Ironhide once.

As Ironhide turns around to leave...

... Prowl gets on ALERT, like a hunting dog who heard


something distant.

Ironhide stops, he senses something too. The two robots


exchange looks.

PROWL
Did you feel it, too?

Ironhide shakes his head “yes” and approaches Prowl at the


edge of the hill.

THEIR POV: Far on the horizon they spot the DECEPTICONS


coming - Runabout, Runamuck and Vortex, all in their
automotive mode.

IRONHIDE
(ready to kill now)
Decepticons.

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

INT. BRIDGE - THE ARK - NIGHT

Optimus and Ratchet are already aware of the situation,


preparing their respective weapons.

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

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

PROWL (V.O.)
Roger that.
41.

OPTIMUS
(into radio)
Wheeljack.

INT. ENGINE ROOM - THE ARK - NIGHT

A large area that contained the ship's immense engine room


and control terminal. Everything became a mess after the
crash-landing.

Using his high-tech tools, Wheeljack works hard by fixing


those engines. Then:

OPTIMUS (V.O.)
Are you listening to me?

WHEELJACK
Yes, Prime.

OPTIMUS
The Decepticons have located us and
are about to attack. I need you to
take care of the Ark.

WHEELJACK
You have my word, sir.

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

EXT. ON TOP OF THE ARK - DESERT - NIGHT

Bumblebee gets on his feet after noticing the Decepticons in


the distance. Verity realizes that's a bad sign.

BUMBLEBEE
Oh no.

VERITY
What now?

BUMBLEBEE
They are here.

VERITY
Who?

BUMBLEBEE
The bad guys. Come with me.

Bumblebee grabs Verity with his giant hand.


42.

VERITY
Hey!

And then he starts to run down the ship.

EXT. DESERT - NIGHT

Runabout and Runamuck speed up side by side while Vortex


flies a few feet above.

From the two cars croup, a barrage of missiles SCREAMS toward


the Ark.

EXT. THE ARK - DESERT - NIGHT

The missiles pummel the ground rising a cloud dust, but some
of them are about to hit the Autobot ship, when...

... Prowl roars down in his vehicle mode, but TRANSFORMING


into humanoid form along the way.

He FIRES his energy gun shooting down the missiles before


they touch the ship.

INT. CORRIDOR - THE ARK - NIGHT

Bumblebee places Verity on the floor gently as the blasts on


the outside rock the ship.

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

VERITY
Wait --

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

EXT. THE ARK - DESERT - NIGHT

ON Prowl as he hears the sound of a Transformer changing his


shape. Then -

- Runabout lunges from the smoky curtain before Prowl can


react. The Autobot rolls back and stops in a standing
position.

Prowl stands facing his enemy. From both arms of Runabout


arise a couple of grinding BLADES.
43.

And he CHARGES the Autobot.

Prowl shoots several times but Runabout deflects each shot


with his blades.

When Runabout comes close enough to his target, he dispels


all his fury by those blades. He slices the air as Prowl
DODGES and weaves the blows.

ON RUNAMUCK -

In his robot form seeing Runabout and Prowl dueling in the


distance. He aims his weapon at Prowl, who remains distracted
in the fight and doesn't realize the enemy behind him.

When Runamuck is about to pull the trigger...

IRONHIDE (O.S.)
Not in my watch!

... Ironhide rams him full on, like a pedestrian hit by a


car. The Decepticon is now riding the front of Ironhide.

As Ironhide carries his foe across the place, he TRANSFORMS


mid-stride - rises to robot form and SLAMS Runamuck against
the Ark side wall.

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

We see Runamuck's eyes twinkling for a few seconds,


assimilating that new language.

RUNAMUCK
I wanna see you try.

As Runamuck headbutts Ironhide:

ON PROWL AND RUNABOUT -

Prowl proves to be more agile and evasive, while Runabout


swings his blades like an savage beast.

With quick and precise blows, Prowl knocks Runabout to the


ground and aims his gun at him.

PROWL
Stay where you are, Decepticon.
It's over for you.

Runabout gives him a sarcastic smile.


44.

RUNABOUT
Too soon, pal.

Prowl doesn't understand at first until he's targeted by


Vortex (the chopper), hovering above him, which rains down
MACHINE GUN FIRE.

Almost instinctively, Prowl shields himself as the bullets


BATTER his body. He drops to his knees under the fire,
defenseless.

Runabout gets up, feeling victorious.

But AT THAT MOMENT -

- Vortex gets a hail of bullets from below, making him BANKS


hard to escape. Runabout tilts his head up and sees -

- OPTIMUS and RATCHET upon the Ark, weapons raised and


smoking.

Angry, Runabout aims at the two Autobots.

RUNABOUT (CONT’D)
Die, you bastards.

But - WHAM! He's suddenly SLAMMED OUT OF THE WAY by a KICK


right in his face, from Bumblebee. He turns to Prowl.

BUMBLEBEE
Need a hand?

ON OPTIMUS AND RATCHET -

Both on the ground shooting Vortex overhead. But the


helicopter whirls and fires upon them.

OPTIMUS
Take cover!

The two Autobots run away as the enemy fire whiz past them.
Optimus and Ratchet throw themselves to behind some stacks of
rocks, using them as cover.

Vortex soars over them, for moments later more distant, he


begins to U-turn for a new assault.

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

OPTIMUS
I agree. Let's change the strategy.
45.

ON VORTEX -

As he U-turns completely toward the Autobots. But he finds


Optimus with something in his hands - a huge ROCK.

Optimus HURLS the rock straight for Vortex. Before it reaches


its goal, Vortex vaporizes the stone with his machine gun.

A curtain of dust covers our view of Optimus and Ratchet for


a moment.

When Vortex passes through the curtain he encounters Optimus


still on the ground in the same position, but Ratchet IS
GONE.

He hangs in the air for a second.

VORTEX'S POV: Using his scanner, he tries to find Ratchet


somewhere, but no sign of him. Meanwhile, Optimus just
stands, waiting something.

SUDDENLY -

- Ratchet LEAPS from a rocky peak and GRASPS Vortex in mid-


air. The chopper JOLTS with Ratchet's weight and tries to
keep its balance.

After locating a critical point, Ratchet plucks a panel of


the helicopter and thrusts his hand in there, taking apart
everything inside.

Sparks fly. The Decepticon begins to lose his altitude,


coming down every second.

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

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

They run toward the ship again.

ON IRONHIDE AND RUNAMUCK -

Swapping punches like two titans. Metal against metal. Sparks


erupt with every hit and iron shards fly from their bodies.

Faulty and still trying to stay in the air, Vortex flies past
those two mechanical gladiators heading for the Ark.

As he arrives at the top of the spaceship...

... Vortex TRANSFORMS into robot form dropping into the ship,
CRASHING THROUGH the bridge ceiling.
46.

INT. CORRIDOR - THE ARK - NIGHT

Verity roams along, dwarfed in that corridor that looks like


a tunnel to her. She's an ant in that giant world.

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


Curious and nervous, she heads toward the noise direction.

INT. BRIDGE - THE ARK - NIGHT

After standing, Vortex approaches the wall. His chest SPLITS


OPEN and from there he picks up a TIME BOMB.

He sets the bomb on the wall and triggers it starting a


countdown, but a voice catches his attention:

VERITY (O.S.)
(shouts)
Hey you!

Vortex turns to Verity, so tiny at the door. She sees that


monstrosity right in front of her and freezes.

Without hesitation, Vortex points his cannon at the girl.


Before anyone could react...

... the Decepticon gets hit by a SHOT in his chest, knocking


him backwards. Verity spins and finds Wheeljack coming from
the corridor.

WHEELJACK
Get out of my ship, you waste.

Vortex gets up by shooting randomly across the bridge.


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

As he shoots, he tries to escape from there. Still protecting


Verity, Wheeljack returns fire.

VORTEX
(into radio)
Decepticons, retreat! Now!

Desperately, Vortex transforms into a helicopter and exits


through the hole in the ceiling that he created.

WHEELJACK
Damn you.
47.

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

Verity points to the bomb on the wall. Urgently, Wheeljack


grabs the bomb and throws it high through the hole in the
ceiling.

EXT. THE ARK - DESERT - NIGHT

The Decepticon bomb darts into the skies like a rocket while
Vortex flees.

ON BUMBLEBEE, PROWL AND RUNABOUT -

The Decepticon is having his ass kicked by the two Autobots,


both attacking in sync and matching moves.

Runabout falls on the ground, defeated. Bumblebee and Prowl


stand before him.

CLOSE ON THE BOMB: Flipping high in the air as we watch the


countdown coming to an end.

And finally -

- KA-BOOM! It EXPLODES in a blinding gleam of light. This


catches the attention of the two Autobots for a moment.

ON OPTIMUS AND RATCHET -

Both in automotive mode accelerating toward battle. But after


the explosion, they stop and transform into robots.

RATCHET
What in name of Primus...?

ON IRONHIDE AND RUNAMUCK -

The Autobot is distracted by the explosion in the sky. This


gives a moment for Runamuck to retaliate, jerking Ironhide
back.

ON BUMBLEBEE, PROWL AND RUNABOUT -

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

BUMBLEBEE
Prowl!
48.

Before Bumblebee could help his friend, Runabout fires a hail


of shots at the small Transformer.

Thanks to his size and agility, Bumblebee swerves across the


desert barely escaping Runabout's energy shots. He covers
himself behind some rocks.

Runabout stands up, and turns to Runamuck at distance.

RUNABOUT
Brother, time to go!

In the blink of an eye, Runabout turns into a vehicle and


accelerates off there in the same direction as Vortex.

ON IRONHIDE AND RUNAMUCK -

Ironhide lies on the floor and Runamuck remains victorious in


front of him.

RUNAMUCK
Maybe next time you're luckier,
Autobot.

IRONHIDE
Why wait for a next time?

In a quick move, Ironhide draws a smaller gun from his back


and BLOWS both Runamuck's legs. As he drops on his knees...

... Ironhide gets up, grabs Runamuck's head. Their eyes match
for a second and Runamuck knows what is coming.

Ironhide WRENCHES the Decepticon head 180 degrees. Sparks


spew out of his neck, Runamuck's eyes flicker and shut off.

ON RUNABOUT -

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


Runabout skids and transforms into robot form.

RUNABOUT
NO!

He considers going back there but he sees Optimus and Ratchet


joining the others. It's one against five, a losing battle.

Even though he doesn't like it, Runabout turns back to his


vehicle mode and speeds away.

ON THE AUTOBOTS -
49.

When Optimus and Ratchet gather with the others, he spots


Prowl shot down, injured but alive, with Bumblebee and
Wheeljack next to him trying to help.

Verity watches them closely.

OPTIMUS
Ratchet, take care of Prowl.

Wheeljack makes room for Ratchet to approach the wounded


soldier. The doctor removes some medical tools from his
abdomen and tries to make a quick repair on Prowl.

OPTIMUS (CONT’D)
Are you all right?

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

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

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

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

IRONHIDE
Our location is compromised, we
cannot stay in the Ark.

WHEELJACK
But the ship will be defenseless.

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

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

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

All eyes turn to her.


50.

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

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

Off that...

CUT TO:

EXT. JUNKYARD - DAWN

The Autobot group and Verity arrive in that graveyard of


vehicles. Wheeljack carries the decapitated head of Runamuck.

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

IRONHIDE
So let's not waste time.

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

VERITY
Disguise? What do you mean?

BEGIN MONTAGE:

Each Autobot chooses a vehicle for themselves. Their eyes


shoot a beam of light - a readout, scanning all the
dimensions of the automobile.

- BUMBLEBEE scans a YELLOW VOLKSWAGEN BEETLE.

- RATCHET chooses an AMBULANCE VAN.

- PROWL finds a NISSAN 280ZX.

- IRONHIDE scans a RED PICKUP TRUCK.

- WHEELJACK scans an old LANCIA STRATOS TURBO.

- OPTIMUS does the same with a classic red KENWORTH K100 CAB
OVER TRUCK.

END MONTAGE.

After everyone finishes scanning their vehicles, they wait


for the next order of Prime.
51.

OPTIMUS
Autobots: ROLL OUT!

EXT. DESERT HIGHWAY - SUNRISE

Under the first sunlight, the Autobots streak down the desert
road in their new vehicle mode - Optimus pulls ahead, toting
Verity in the front cabin.

Inside each vehicle we see varied EXPRESSIONLESS HUMAN


FIGURES, sitting in the driver's seat as if driving.

CLOSE IN on a sexy BLONDE WOMAN driving the Volkswagen. Her


face FLICKERS - it's a HOLOGRAM. All the drivers.

EXT. ABANDONED HANGAR - SUNRISE

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

Ironhide, the last in line, transforms into robot and


inspects his surroundings to make sure they have not been
followed.

He sees nothing beyond the empty desert. He enters the hangar


and closes the rusted gates.

EXT. PENTAGON - WASHINGTON D.C. - DAY

Establishing.

INT. HALLWAY - PENTAGON - DAY

TRACKING with COL. DANIEL “SPARKPLUG” WALLACE down the


hallway flanked by a PENTAGON OFFICIAL, who hands him a
handful of papers.

COL. SPARKPLUG
Two? Only that?

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

COL. SPARKPLUG
How did they contact us?
52.

OFFICIAL
The Major Spike Wallace sent a
warning signal to the base using
his GPS.

EXT. CANYON - DAY (FLASHBACK)

With all his strength, Spike travels through the desert


carrying an unconscious Joe on his shoulders.

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

INT. HALLWAY - PENTAGON - DAY

Sparkplug REACTS to that name.

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

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

EXT. CANYON - DAY (FLASHBACK)

Spike drops to his knees with Joe in his arms as he sees a


military helicopter descending.

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

INT. HALLWAY - PENTAGON - DAY

The two stop walking.

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

OFFICIAL
Yes sir.
53.

They start to walk again.

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

INT. MILITARY HOSPITAL - DAY

Establishing.

INT. JOE’S ROOM - MILITARY HOSPITAL - DAY

Our pair of soldiers now have a moment of peace. Joe sleeps


in his bed, full of bandages. Spike is sitting in the chair
next the bed, also bandaged and reading a magazine.

JOE
(low)
Hey you.

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

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

Joe tries to get up but he still feels a lot of pain in his


body. Spike makes him lie down again.

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

JOE
What... what happened there, Spike?

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

JOE
The others, they...

SPIKE
Only the two of us left alive. I'm
sorry.
54.

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

SPIKE
(sighs)
I don’t know.

Joe closes his eyes to try to sleep.

A moment later, Spike hears light knocks on the door. He


turns and finds Col. Sparkplug on the other side.

INT. HALLWAY - MILITARY HOSPITAL - DAY

Outside Joe's room, Spike and Sparkplug hug firmly.

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

SPIKE
Yeah.

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

COL. SPARKPLUG
How’s Joe doing?

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

COL. SPARKPLUG
And you?

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

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


massacre.

SPIKE (CONT’D)
Whatever it is that is in that
desert can wipe out humanity. Me
and Joe were lucky, but if there
were more of them... maybe an
army...
55.

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

SPIKE
(grins)
Of course.

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

SPIKE
Why? I told you everything in the
report.

COL. SPARKPLUG
You will know.

Spike just nods to his father.

SPIKE
Okay. Thank you for coming.

Spike walks back into the room.

EXT. ABANDONED HANGAR - DAY

Bumblebee - in vehicle mode - pulls up with Verity in the


driver's seat.

INT. ABANDONED HANGAR - DAY

All Autobots gathered here. Ratchet is finishing the repairs


on Prowl. Optimus oversees Wheeljack working on that
Decepticon head, with cables connecting their minds.

Bumblebee honks on the outside. Ironhide opens the gates of


the hangar as the Beetle enters, then Ironhide closes the
doors again.

Verity comes out from Bumblebee with a shopping bag. The


Beetle transforms into its humanoid form.

VERITY
You should have let me drive. I
already told you I can drive, did
not I?
56.

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

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

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

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

BUMBLEBEE
I told you.

Ratchet finally finishes healing his friend.

RATCHET
Clench your fist.

And so Prowl does, moving his fingers normally.

PROWL
You really have magical hands,
Ratchet.

OPTIMUS
Wheeljack, how's the procedure?

WHEELJACK
Almost there.

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

Wheeljack works hard, like a computer technician hooked on


his job. Moments later:

WHEELJACK (CONT’D)
I did it!

He triggers something inside that mechanical skull that makes


Runamuck's eyes shoot beams of light...

... projecting a hologram of the Earth that hovers in mid-


air, but a very simplistic design.
57.

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

The globe materializes in a view of North America, then to


the state of Arizona.

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

The hologram becomes an isolated area of the desert - a


valley, the same where the Nemesis is.

WHEELJACK (CONT’D)
It’s here.

PROWL
They did not fall that far from us.
We can reach them in a few hours.

RATCHET
What do you think, Prime?

The Leader thinks, considering his options.

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

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

Anxious, Ironhide opens the hangar's gates, and he’s the


first to leave.

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

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

RATCHET
Do not get me wrong, Verity Carlo,
but you're just a human.
58.

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

OPTIMUS
Guys, give us a minute.

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

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

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

OPTIMUS
We're not much different, Verity
Carlo. Before the war we were a
peaceful people, but we were
betrayed by those we once trusted.
Many Autobots never held a gun, but
it was necessary from that day.
(faces Verity)
I already have many deaths on my
shoulders, I can not have you and
your people as well.

Optimus heads off. Deep down, Verity understands his


feelings.

As Optimus leaves, Bumblebee walks in and crouches before


Verity.

BUMBLEBEE
You're a nice person, I wish I had
more time to talk.
59.

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

After an exchange of smiles, Verity hugs Bumblebee's hand


tenderly. The Autobot appreciates that gesture.

EXT. ABANDONED HANGAR - DAY

As Bumblebee joins his brothers...

OPTIMUS
Autobots, let’s roll!

... they all transform into vehicle mode and speed off there
at the same time. Verity watches them disappear out of view
on the horizon.

EXT. OPERATIONS CENTER - DAY

An US military base. A bustling activity of soldiers around -


some exercising, others playing football, some marching.

LEGEND: “US OPERATIONS CENTER, FLORIDA”

INT. JOINT OPERATIONS CENTER - DAY

At a radar console, a BLIP appears:

RADAR TECH
Inbound Bogies, ten miles out.

The WATCH COMMANDER walks up the tech.

WATCH COMMANDER
(into headset)
Unidentified Bogies, you're in
restricted US Military Airspace.
Squawk ident and proceed East out
of area.
(STATIC)
Raptors one and two: proceed to
intercept -- we got non response.

EXT. SKIES ABOVE BASE - DAY

Two F-35’s, orbiting the base, BANK hard.


60.

EXT. ELSEWHERE - SKIES ABOVE BASE - DAY

The couple of F-35 spot TWO AIRCRAFT miles ahead, far enough
to get more details.

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

INT. JOINT OPERATIONS CENTER - DAY

They wait, but the Radar Tech notices something strange in


the radar.

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

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

No response.

CONSOLE TECH
We lost contact with both jets.

WATCH COMMANDER
What hell is happening?

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

Concerned, the Watch Commander upstairs toward -

INT. AIR TOWER - OPERATIONS CENTER - CONTINUOUS

- where he grabs binocs to view the jet in the sky.

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


base. Suspicious.

WATCH COMMANDER
It's one of ours. But why does not
he respond?
61.

EXT. SKIES ABOVE BASE - DAY

The strange F-35 emits a SHRIEK OF AN ENERGY PULSE.

INT. JOINT OPERATIONS CENTER - DAY

Surveillance images - every monitor turns to SNOW.

CONSOLE TECH
System failing, radar's jammed --
it's coming from the jet.

INT. AIR TOWER - OPERATIONS CENTER - DAY

The same goes for all the monitors in that room.

EXT. TARMAC - OPERATIONS CENTER - DAY

Some soldiers stop their activities and see that aircraft


prowling several feet above the base.

Then it PLUNGES straight for the ground, nose down.

SOLDIER
What the hell is he doing?

Half-way, the F-35 TRANSFORMS, CHANGING ITS SHAPE into...

... STARSCREAM! Who SLAMS his feet on the ground hard,


knocking down some men around nearby with the impact.

INT. AIR TOWER - OPERATIONS CENTER - DAY

Everyone in that room stares that mechanical giant with wide


eyes and jaws dropped.

EXT. TARMAC - OPERATIONS CENTER - DAY

The men FREEZE before that towering robot.

The place falls in silence. Starscream looks around and then


at the tiny humans at his feet. He gives a sadistic smile as
a huge GUN BARREL emerges from his forearm.

Then - he OPENS FIRE, pulverizing everything which his ENERGY


BLASTS touch.

Desperate and helpless, the soldiers run for their lives


while Starscream unleashes chaos and destruction there.
62.

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


enjoying all that.

Armed Humvees race onto tarmac, firing at Starscream. But


those bullets are ineffective against that mechanical body.

ON A GROUP OF SOLDIERS -

Everyone running as far as they can from there. However, in


the middle of the way...

... A HUMVEE DROPS from the sky CRUSHING the other running
soldiers. Then we see that...

... Starscream destroys all those Humvees that shoot at him -


some he flings away, others he smashes with his feet.

In the sky, another aircraft PLUMMETS - not human-made, but a


HYPERSONIC ALIEN JET. MEGATRON.

Just like Starscream, Megatron TRANSFORMS hitting the ground


on his feet. He heads for the main complex.

INT. JOINT OPERATIONS CENTER - DAY

The roof is RIPPED OFF by Megatron! His MASSIVE HAND tears up


cables connected to the Cray computers - the cables COME
ALIVE, wrapping like magnetic vines around Megatron's
forearm.

The Watch Commander pulls himself from rubble, sees FRITZING


MONITORS rapidly flashing uploading countless military files.

Panicked, the Watch Commander yells to a TECHIE:

WATCH COMMANDER
Cut the hard lines!

As a TECHIE rips an AX from wall -

EXT. TARMAC - OPERATIONS CENTER - DAY

While Megatron uploads all that data, we see his eyes


flickering, assimilating that digital stuff.

A couple of APACHE HELICOPTERS rain down MACHINE GUN FIRE


over Megatron. He shields his head with just one hand, while
the other still remains connected to computers.

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


The Apache spins wildly - STALL and PLUNGE into the ground,
EXPLODING in a fireball.
63.

Megatron does the same with the second Apache, shooting it


down with a single shot.

He notices that the upload has been interrupted. He looks


through the hole in the ceiling and sees the techie HACKING
DOWN on a hard line - the cables EXPLODE.

Angry, Megatron FIRES his energy cannon inside the room,


obliterating everyone. He turns to Starscream, who is shot by
some surviving forces.

Megatron CHARGES UP his cannon - its power energizing,


getting brighter. Then, he raises his arm high above his head
and...

... DRIVES IT INTO THE GROUND, emitting a 360-degree


destructive PULSE BLAST that spreads all over the base,
collapsing everything on the way.

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


Megatron.

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

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

In a jump, the two Decepticons turn into their respective


aircraft mode and rocket into the skies.

EXT. ARIZONA DESERT - DAY

The Autobots race through the desert plain, Optimus in the


lead. Looming in distance, the Ark.

WHEELJACK
Leader Optimus, I request
permission to return to the Ark and
continue the repair. We already
lost too much time.

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

WHEELJACK
Understood.

Wheeljack makes a sharp turn departing from the others,


heading directly to the Autobot ship.
64.

EXT. NEMESIS - CANYON VALLEY - DAY

Establishing.

INT. BRIDGE - NEMESIS - DAY

The Decepticons (Vortex, Runabout and Brawl) are gathered


there, but Runabout is churning in fury.

RUNABOUT
Open the damn door, Brawl!

BRAWL
I said no.

Brawl continues to work on his personal panel with his back


to the others.

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

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

VORTEX
I think he's right.

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

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

Pissed off, Runabout DASHES for Vortex slamming him on the


wall. Vortex pushes Runabout back and they start a fight
right there, like two children.

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


Impatient, he turns to the two robots.

BRAWL
All right, listen up!

The two Decepticons stop for a moment.


65.

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

Runabout and Vortex stand, one facing each other.

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

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


screen.

He opens a new holographic window that shows an outside


footage of Nemesis camera revealing...

... FIVE VEHICLES approaching fast. The Autobots.

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

EXT. CANYON VALLEY - DAY

As the Autobots advance, Nemesis’ back door lowers revealing


Vortex and Runabout ready for combat.

OPTIMUS
Autobots, engage!

Runabout whips out his pair of blades as Vortex transforms


into a helicopter, gaining altitude.

BUMBLEBEE
Ratchet, let's bring that
helicopter down!

RATCHET
All right.

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

Ratchet transforms into robot by raising his arms above his


head, in the same second as...

... Bumblebee transforms too, jumping on Ratchet's arms which


BOOSTS him high up.
66.

Bumblebee grabs under the chopper. The Decepticon wobbles in


the air trying to get rid of the Autobot. Bumblebee turns his
arm into a cannon and leans the barrel into Vortex's belly.

Then he FIRES. At the same instant, Vortex returns to his


humanoid form and the two fall to the ground rising a cloud
of dust.

ON OPTIMUS, IRONHIDE AND PROWL -

The three advancing side by side as Runabout charges them


furious, like a rhino.

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

Optimus slows down letting Prowl and Ironhide form a barrier


next to each other.

Both Autobots transform at the same time and start a fight


with Runabout, paving the way for Optimus to enter the
Decepticon ship.

ON RATCHET AND VORTEX -

In a hand-to-hand fight. Vortex is slow, but stronger.

Vortex lifts his fist over his head and brings it down like a
hammer toward Ratchet. No time to dodge, Ratchet shields
himself with his arms and takes the blow FULL ON.

The impact makes Ratchet's feet SINK into the ground. Vortex
continues to press down while Ratchet bears there.

But the Decepticon is surprised when Bumblebee jumps on his


back, causing him to move away from Ratchet. The little
Autobot POUNDS Vortex's head several times.

As he prepares to shoot the enemy's head with his cannon,


Vortex catches Bumblebee on his back and flings him away.

ON IRONHIDE AND RUNABOUT -

Ironhide falls with his back to the ground. Runabout steps on


his chest and tries to stick one of his blades into the
Autobot's head, but Ironhide holds it a few inches from his
face.

RUNABOUT
You're going to pay for what you
did to my brother.
67.

Runabout pushes down. The tip of the blade come closer and
closer to Ironhide's optic. When it seems to be the end for
him...

... Prowl JUMPS Runabout out of the way roughly to the


ground, and saving Ironhide.

INT. BRIDGE - NEMESIS - DAY

We focus on the entrance door. Heavy footsteps approach more


and more from the other side.

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


As he takes a step inside the bridge...

... BOOM! A shot hits the wall a few inches from his head.
Optimus rolls across the floor and covers behind a control
panel.

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

But the Decepticon doesn't stop firing, he's destroying the


protection of Optimus little by little.

Optimus makes a decision and runs off there. Brawl tries to


shoot him several times but only hits the ship.

In a quick move, the Autobots leader jumps from the catwalk


to the main floor, firing at Brawl making him take cover.

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


When he realizes a chance to retaliate, he gets up. But...

... Optimus is close enough to strike an UPPERCUT right into


Brawl's chin, throwing him backwards.

Brawl aims his cannon at Optimus, but the Autobot SWERVES it


as Brawl fires, missing the shot. Optimus immobilizes his
opponent by the throat.

OPTIMUS
Where is Megatron?

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

OPTIMUS
Megatron is not on this ship,
otherwise he would have turned up.
Where is he?!
68.

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

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

BRAWL
You can ask that for Megatron
himself.

Optimus stares, puzzled.

That's when he hears TURBINES approaching increasingly toward


them. When the Autobot tilts its head up...

... Megatron - in his jet mode - ROCKETS THROUGH THE SHIP


WINDSHIELD AND TACKLES OPTIMUS IN MID-FLIGHT...

... taking him away of the bridge into the corridor.

EXT. CANYON VALLEY - DAY

ON RATCHET as he recovers from a blow. The sound of turbines


not so distant draws his attention. He turns and sees an F-35
coming - Starscream.

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

RATCHET
Bumblebee! It's Starscream!

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

ON IRONHIDE, PROWL AND RUNABOUT -

After seeing the missiles, the three robots SPREAD OUT from
Starscream's attack narrowly, which pummel the ground.

RUNABOUT
I'm on your side, you idiot!

ON RATCHET, BUMBLEBEE AND VORTEX -

Ratchet runs toward Bumblebee to help him, who did not notice
Starscream yet.

Starscream fires again. A missile explodes near Ratchet,


enough to throw him to the ground. Other missiles head for
Bumblebee and Vortex.
69.

But the yellow Autobot realizes the projectiles in time.


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

The missiles hit the ground in a chain explosions,


CATAPULTING Bumblebee and Vortex BACKWARD onto the ground.

INT. MAIN CORRIDOR - NEMESIS - DAY

BLAM! Megatron bursts through the door flying with Optimus


upon him. A second later Megatron HALTS, the inertia launches
Optimus across the corridor.

Scratching sparks along the floor, Optimus stops in a


standing position. The two leaders face each other.

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

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

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

OPTIMUS
Do not think that I will hesitate.

MEGATRON
So be it.

Optimus's right hand transforms into a huge AX, and with it


he CHARGES Megatron. So does Megatron for Optimus.

The two titans run at each other.

During his run, Megatron fires at his enemy. Optimus PARRIES


every energy shot with his ax. They ACCELERATE toward each
other, faster.

And the robots COLLIDE! Steel against steel. A moment they


were both waiting. The friction between them erupts sparks to
all sides.
70.

EXT. CANYON VALLEY - DAY

TIGHT ON Bumblebee, lying face down on the floor. Then he


begins to regain his senses as Ratchet talks with him.

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

Without Ratchet noticing, Vortex grabs him from behind in a


CHOKE HOLD, dragging the Autobot away from Bumblebee.

BUMBLEBEE
Ratchet!

As soon as Bumblebee gets to his feet, machine-gun shots tear


the ground next to him. Starscream soars over the area,
taking distance.

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

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

The Autobot waits the right moment for the perfect shot.
Hold. Hold.

And - he FIRES. A precise shot at Starscream that makes him


transform back robot shape still in the sky, plummeting to
the ground.

ON STARSCREAM -

As he stands in the CRATER of his own making.

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

ON IRONHIDE AND RUNABOUT -

MANO A MANO: The robots brawl violently. Ironhide always


being careful with his opponent's blades.

ANGLE ON: Prowl, coming to a surprise attack on Runabout. But


he stops as an ENERGY SHOT whiz past inches of him. Prowl
turns to the source of the shooting and finds...

... Brawl in his TANK MODE, taking aim.

PROWL
Great.
71.

INT. MAIN CORRIDOR - NEMESIS - DAY

Back at the duel. The hallway became a mess, marked by


several scars from the battle. Optimus and Megatron fight
like two savvy veterans, one blocking the other's attack.

The Autobots leader swings his ax, Megatron dodges with


agility making Optimus cut both the ceiling and the walls.

Megatron has the perfect moment and punches Optimus's face


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

Optimus hales his arm by hitting his elbow right into


Megatron's face, making him to back off. Optimus gets up and
lunges his ax for a final attack.

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

Still holding the ax, Megatron YANKS Optimus by his arm


throwing him against the wall. He raises his cannon, ready to
fire...

... however, Optimus bends down just as he shoots and knocks


Megatron off his feet, taking him toward the wall.

INT. EQUIPMENT ROOM - NEMESIS - CONTINUOUS

Both robots CRASH through the wall, rolling across the floor.
Megatron gets up first and is about to blow off Optimus's
head with a single shot.

Optimus acts faster and SWATS his ax on Megatron's legs,


dropping him and making the shot hit the ceiling.

Optimus raises his ax above his head, ready to strike. But


Megatron hits both feet on Optimus' chest, sending him
SLAMMING into the wall.

As both of them get on their feet, Megatron FIRES his energy


cannon. Optimus DUCKS in time and takes cover.

EXT. CANYON VALLEY - DAY

The Decepticons formed a barrage of fire against the


Autobots, which protect themselves behind stones and rocks.
Starscream joins his comrades.
72.

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

VORTEX
Since when do you give us orders?

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

BANG! Starscream is interrupted by an Autobot shot right into


his shoulder.

ON THE AUTOBOTS -

Cornered behind the stones while the Decepticons do not stop


firing.

PROWL
Their firepower is stronger than
ours.

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

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

PROWL
All right, on three: one... two...
three! Go!

Now the Autobots shoot all at the same time, less Ironhide,
who leaves the cover and positions himself in the distance.

From his shoulders - A MINIATURE MULTIPLE ROCKET LAUNCHER


pops out and FIRES. Dozens of missiles arching down toward
the Decepticons.

ON THE DECEPTICONS -

As they note the missiles coming for them. Brawl transforms


into robot form.

BRAWL
Spread out!

The Decepticons disperse swiftly as the missiles shower over


them like a hellish rain, bombing the ground in a series of
explosions.
73.

INT. EQUIPMENT ROOM - NEMESIS - DAY

Megatron plays target shooting with Optimus, trying to hit


him from a distance with his cannon while he runs away.

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

ON OPTIMUS -

Hiding behind a metal pillar.

OPTIMUS
My fate is to stop you, Megatron.

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

ON MEGATRON -

As he notes the girder coming down. With his cannon, he


SPLITS the metal beam in half. But that was just a
distraction so that Optimus could get close to him.

Optimus STABS his ax into Megatron's shoulder, making him


bawl. With the ax still stuck inside Megatron's body, Optimus
pulls him closer, face to face.

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

But something unexpected happens: Megatron laughs. Optimus


stares at him, confused.

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

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


face.

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

Off Optimus' baffled face -

- Megatron's jet-mode turbines emerge on his back.


74.

Then, he TAKES OFF through the ceiling carrying Optimus with


him.

EXT. NEMESIS - CANYON VALLEY - DAY

MEGATRON AND OPTIMUS BURST OUT THE SHIP ascending to the


skies at speed.

High up, Megatron pushes Optimus away. When it looks like


he'll dive into a free-fall...

... Optimus CLINGS Megatron's foot in the last second and


brings him down together. They DROP.

EXT. ON TOP OF NEMESIS - CANYON VALLEY - DAY

The two Cybertronians slam onto the surface of the ship hard,
skidding down by its side.

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

Megatron glances below on the ground and sees that the


Autobots are overthrowing the Decepticons. He clenches his
jaw, really angry.

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

MEGATRON
Damn you, Prime!

Megatron turns his cannon to Prime and blasts him in mid-air,


knocking him off the ship.

EXT. CANYON VALLEY - DAY

The tide of battle is in favor of the Autobots. But an ENERGY


BEAM lacerates along the length of the ground between the
Autobots and the Decepticons, separating them.

Megatron hovers above them, cannon barrel smoking.

MEGATRON
Decepticons, retreat and regroup!

Megatron transforms into jet mode and flies away. The


Decepticons have no choice but to retreat.

STARSCREAM
You heard your master! Move!
75.

Starscream is the first to fly off in his jet form. The


others turn into their respective vehicles and flee.

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


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

BB helps Optimus to get up again.

BUMBLEBEE
Leader Optimus, are you all right?

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

BUMBLEBEE
Understood.

Without hesitation, Bumblebee leaps upon the Nemesis,


climbing the ship toward its top.

EXT. ON TOP OF NEMESIS - CANYON VALLEY - DAY

Arriving at the summit of the Decepticon ship, Bumblebee


takes up position and grabs his sniper rifle quickly.

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

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

BUMBLEBEE
Yes, sir.

OPTIMUS (V.O.)
Take him.

As Bumblebee FIRES...

... CAMERA ROCKETS over the canyon, through the air,


FOLLOWING A TRACKING BULLET that...

... pins discreetly to Vortex's tail without his noticing.


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

EXT. NEMESIS - CANYON VALLEY - DAY

Bumblebee descends sliding down the surface of the ship and


joining his fellow Autobots. All exhausted, wounded and
beaten.
76.

OPTIMUS
You did it?

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

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

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

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

Optimus looks at the exposed wound in his chest caused by


Megatron's shot.

PROWL
Okay, where are we going to settle
down?

IRONHIDE
I have an idea in mind.

Ironhide refers to Nemesis. The others agree, without saying


a word.

EXT. SKIES OVER PENTAGON - DAY

A chopper ROARS over D.C., circling the Pentagon.

INT. WAR ROOM - PENTAGON - DAY

Senior officers in the room - NSA and CIA directors; some


techies; and the SECRETARY OF DEFENSE. An ADMIRAL explains
the situation.

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

Another Pentagon official comes in.


77.

OFFICIAL
Mr. Secretary? They are here.

He nods.

INT. PRIVATE ROOM - PENTAGON - MOMENTS LATER

Inside there, Spike and Joe sit at a table waiting. Col.


Sparkplug enters. The two soldiers stand up and salute him.

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

JOE
Thank you, Mr. Wallace.

SPIKE
Dad, what is all this?

Before Sparkplug can say anything, the Secretary of Defense


enters the room.

SECRETARY OF DEFENSE
Daniel.

COL. SPARKPLUG
Sir.

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

Everyone sits at the table.

SECRETARY OF DEFENSE (CONT’D)


We got your intel, Major. It was
impressive.

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

JOE
Good men died in that desert hole.
And some there is not even a body
to bury.
78.

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

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

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

SECRETARY OF DEFENSE
I see.

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

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

The Secretary sends a look at Sparkplug.

COL. SPARKPLUG
The world doesn't know yet but a
Forward Operations Base in Florida
was attacked.
(Spike and Joe shocked)
The whole complex was reduced to
rubble. So far, there has been no
sign of survivors.

SPIKE
Who did that?

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

JOE
What are you talking about?

SECRETARY OF DEFENSE
Invasion, Sergeant Henderson. A few
hours ago we detected an UFO which
crashed in the Arizona desert. We
believe they are finally
mobilizing.
79.

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

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

Spike and Joe exchange looks.

SPIKE
It would certainly be hard to
forget, sir. Why?

SECRETARY OF DEFENSE
Because maybe we have something
like that. And you're the only
living people who saw one of them
and survived.

SPIKE
What?

SECRETARY OF DEFENSE
Be ready to leave in two hours.
Col. Daniel will take you to our
treasure chest.

The Secretary gets up of his chair and heads off.

EXT. CLIFFS - EVENING

Alone at the edge of a lofty cliff is Megatron, kneeling on


one knee and motionless. Like a steel statue.

CLOSE IN on Megatron's eyes: flickering frantically,


analyzing something.

MEGATRON'S POV: Millions of virtual data flashes in the


screen. Most of them military content that Megatron stole in
the US base.

Behind him, the Decepticons (Brawl, Runabout and Vortex) pull


in. When everyone is together again, they transform into
robot mode.

Starscream lands right after and takes a few steps ahead of


the others.

STARSCREAM
Lord Megatron, I know what you're
thinking, but it's not the end yet.
(MORE)
80.
STARSCREAM (CONT'D)
The Autobots may have beaten us but
they got the most damage, they're
weak and vulnerable. If we go back
there with full power, we'll kill
them once and for all.

Starscream waits for an answer but Megatron does not move an


inch, he stays focused on his search.

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

Megatron ignores Starscream completely, as if he did not


exist. He stands in the same position, totally immobile.

Indignant, Starscream cannot take it anymore. His inner rage


is about to erupt.

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

After those words, Megatron finally STIRS. He stops his


scanning and looks at Starscream over his shoulder.

MEGATRON
What did you say?

STARSCREAM
I think you understood me very
well.

Megatron stands up and turns to the others. The three


Decepticons flinch while Starscream JITTERS.

MEGATRON
Are you suggesting that I give up
my post of Decepticons leader,
Starscream?

Starscream tries to hide his nervousness every moment, almost


regretting to have confronted his master.
81.

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

MEGATRON
And who would come in my place?
You?

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

As Starscream finishes speaking, Megatron grips his throat,


lifting him off the ground. The other Decepticons STARTLE by
that.

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


vanishes.

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

Megatron drops Starscream. He quickly gets to his knees,


bowing before the Decepticon leader.

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

MEGATRON
Anyone else want to question my
leadership?

Silence.

MEGATRON (CONT’D)
Good.

Megatron turns his back on the Decepticons and returns to his


initial position we first saw.

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


82.

EXT. NEMESIS - CANYON VALLEY - NIGHT

Establishing.

INT. BRIDGE - NEMESIS - NIGHT

Optimus stands on the main bridge console, two floating-


holographic screens around, typing on the ship's system.

Ratchet comes in, and walks up behind him.

RATCHET
You got something?

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

RATCHET
And time is something we don't
have.

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

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

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

IRONHIDE (V.O.)
Prime?

OPTIMUS
Yes, Ironhide.

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

INT. OUTSIDE THE STORAGE ROOM - NEMESIS - NIGHT

Ironhide, Prowl and Bumblebee wait at the door while Prime


and Ratchet join them.
83.

PROWL
We found this while we were
inspecting the ship.

Optimus looks into the room.

REVEAL -

- THE ENERGON CUBES.

Objects in the shape of a high-tech cube in which Energon is


stored. Several stacked in the room, pulsating energy from
within each one.

OPTIMUS
Energon.

BUMBLEBEE
There have enough to supply us and
our weapons.

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

EXT. TRUCK STOP DINER - DAY

A humble establishment at the border of the highway.

INT. TRUCK STOP DINER - DAY

Few customers fill the antique place. The waitress circulates


with the orders.

INT. KITCHEN - TRUCK STOP DINER - DAY

The cook fries some hamburgers on the plate. He's been here a
long time.

Behind him, FEMALE TEENAGE HANDS surface on the counter,


sliding across the surface looking for something.

Those fingers find a plate of food from a customer. With


caution, the girl pulls the plate to herself without making a
noise.

Almost like a ninja, Verity heads to the back door and walks
out as if she's never been there.
84.

EXT. BACK OF TRUCK STOP DINER - LATER

Verity finishes her lunch seated on a rock enjoying the view


of the horizon.

Suddenly, the sound of a dish breaking on the floor startles


her. Verity looks through the half-opened door the cook
cleaning the shards on the floor.

Off her look, reminiscing some memories...

FLASHCUT: A TEN-YEAR-OLD VERITY watches her STEPMOTHER


picking up shards from a shattered dish on the floor.

YOUNG VERITY
Let me help --

STEPMOTHER
No! Stay where you do not break
anything else!

PRESENT: Verity shakes her head trying to forget it.

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

Verity looks forward and sees...

... A MILITARY CONVOY tearing down the highway. She gets up


and approaches the side of the road to see more closely.

Helicopters overhead. Dozens of trucks packed with armed


soldiers and equipment covered in tarps. Humvees with
soldiers handling the .50 caliber at the rear.

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

Without hesitation, she runs in the same direction as the


convoy, following them.

INT. BRIDGE - NEMESIS - DAY

Optimus continues to work on the console, and Ratchet does


the same on another computer. Then something catches Prime's
attention.

OPTIMUS
Ratchet, come here.

Ratchet approaches.
85.

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

ON THE SCREEN: We see a complete profile of a Decepticon


called SHOCKWAVE.

OPTIMUS (CONT’D)
Flight log, specifications, cargo,
skills... all about Shockwave.

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

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

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

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

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

OPTIMUS
Or maybe build a new one.

EXT. NEVADA DESERT - DAY

A BLACKHAWK HELICOPTER soars over that arid land.

INT. BLACKHAWK HELICOPTER - DAY

Inside: Spike, Joe and Col. Sparkplug.


86.

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

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

JOE
Spike, look.

Spike cranes his head - looking out the window with Joe -
CAMERA PULLING OUT TO REVEAL WE'RE:

EXT. AREA 51 - DAY

The famous mysterious base in the middle of the desert.

LEGEND: "AREA 51, NEVADA."

EXT. HELIPAD - AREA 51 - DAY

The Blackhawk lands. Spike, Joe and Sparkplug step out. The
two soldiers look around incredulously where they are now.

Sparkplug guides the way while the other two follow him.

EXT. HANGAR 51 - DAY

The trio stop in front of the main giant doors of the hangar.
Sparkplug nods to a SOLDIER monitoring the place.

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

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

INT. HANGAR 51 - DAY

Hangar 51 is a massive warehouse, an endless expanse of


crates stacked to the eighty foot ceilings as far as the eye
can see.

As Sparkplug leads the way across the hangar, Spike and Joe
have eyes only for the environment around them, mesmerized.
87.

JOE
Imagine what it can contain in all
these boxes.

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

They stop in the center of the hangar and wait.

JOE
And where do the cool stuff really
stay?

And AT THAT MOMENT -

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

It's an ELEVATOR. Lights come to life as the platform


carrying the three men go down.

INT. UNDERGROUND TUNNEL - AREA 51 - DAY

After leaving the elevator, Col. Sparkplug, Spike, and Joe


stride down a long tunnel.

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

JOE
Found what?

INT. MASSIVE UNDERGROUND HANGAR - AREA 51 - DAY

The hydraulic door opens, as our trio enters, Spike and Joe's
eyes go wide seeing something beyond the camera.

COL. SPARKPLUG
The future, sergeant.

REVERSE ANGLE REVEALS -

Multi-tied gantries and girders criss-cross cables and


electrodes connected to: SHOCKWAVE.
88.

There the one-eyed Decepticon is but a lifeless carcass. His


mistreated body shows us that he has been in that state for
many years.

TECHNICIANS surround the robot on several scaffolding,


studying and analyzing it.

EXT. RIDGE ABOVE THE ARK - DAY

A breathless Verity clambers the small hill to its top. There


she sees in the distance...

... a series of TENTS being erected by the military close to


the Ark.

VERITY
Oh no.

INT. ENGINE ROOM - THE ARK - DAY

Wheeljack stops his work on the turbines and accesses a


holographic control panel.

A screen lights up revealing footage from the outside, where


the soldiers mobilize in front of the Ark.

WHEELJACK
No... not now.

EXT. THE ARK - DESERT - DAY

Armed Humvees line up with their .50 aiming at the ship.


Soldiers wielding their rifles are positioned nearby. Tanks
slide down from trucks.

GEN. GARNER - the man in charge here - steps forward from his
soldiers.

GEN. GARNER
All right, keep an eye on this
thing. Any sign of movement, open
fire. If whatever is inside it does
not come out, we will bring it out
by force.

EXT. TENT COMPLEX - DESERT - DAY

A PRIVATE SOLDIER walks away from the crowd to smoke


concealed while everyone is distracted with the Ark.
89.

He lights a cigarette and seizes his moment alone.

But his eyes catch something nearby. He focuses on the top of


that rocky ridge and sights...

... VERITY, observing the whole situation occurring.

PRIVATE SOLDIER
(shouts)
Hey you!

Hearing that cry, Verity tries to escape from there. But


she's very much on the edge of the ridge...

... and the border COLLAPSES under her feet. Consequently,


Verity falls rolling down across the brae.

After reaching the ground, the soldier grabs Verity by her


arm and drags her to the camp.

VERITY
Let me go!

INT. UNDERGROUND SHOCKWAVE HANGAR - AREA 51 - DAY

Looking closer, Spike notices something on Shockwave's body


that looks familiar: the Decepticon symbol.

SPIKE
It's certainly one of them. That
symbol is equal to what I saw in
the one who attacked us.

COL. SPARKPLUG
Are you sure?

SPIKE
Yes.

Sparkplug turns to one of the technicians working there.

COL. SPARKPLUG
Send start the shipping process.

JOE
What will you do with it?

COL. SPARKPLUG
The thing that attacked our base
also hacked the network, so this
location is compromised. We're
going to relocate the robot to
another facility.
90.

JOE
Before the friends of his come to
get it back.

COL. SPARKPLUG
Exactly. I want both of you to
escort the package to the delivery
point.

Spike and Joe react, surprised.

SPIKE
Why us?

COL. SPARKPLUG
Because I would not trust anyone
else.

INT. INTERROGATION ROOM - TENT COMPLEX - DAY

Verity GRIMACES seated at the table while a soldier


interrogates her there.

SOLDIER
I'll ask just one more time: who
are you and what were you doing
here?

VERITY
And I'll answer again: fuck you.

The soldier is already losing his patience, but Verity does


not feel intimidated in any moment.

GEN. GARNER comes in then.

GEN. GARNER
Dispensed, soldier.

The soldier heads off leaving Garner and Verity alone.

GEN. GARNER (CONT’D)


Time to talk, and do not think I'll
be bullied by a 16-year-old girl.

VERITY
I’m 19.

GEN. GARNER
What do you know about the aliens?
91.

VERITY
They are short, green and with big
dark eyes, right?

GEN. GARNER
Our radiation wands have detected
that you were in contact with one
of those things, so don't mock me.

VERITY
I can stay here all day.

He sighs.

GEN. GARNER
So maybe you enjoy the fireworks
when we blow up that ship.

As Garner turns to leave:

VERITY
But they did not do anything wrong!

GEN. GARNER
So you really know them?

VERITY
(flinches)
... maybe.

INT. UNDERGROUND SHOCKWAVE HANGAR - AREA 51 - DAY

CRANES start to remove Shockwave from his base to place him


in a...

... HIGH-TECH METAL CONTAINER. Specifically large enough to


carry a Transformer.

One of the technicians walks over to Sparkplug.

TECHNICIAN
Sir, your presence is required at
central. They said it was urgent.

INT. MONITORING STATION - AREA 51 - DAY

Sparkplug takes in the room, striding among rows of ANALYSTS


dutifully manning their data terminals.

He stops in front of the main screen, which streams LIVE


VIDEO of GEN. GARNER.
92.

GEN. GARNER
(on screen)
Col. Wallace.

COL. SPARKPLUG
General, report.

INT. OPERATIONS TENT - DESERT - INTERCUT

The nerve center of base camp. The room is filed with flat
screens, each one monitoring activity of the Ark.

GEN. GARNER
We surrounded the alien ship, we
are with her under our sight. But
there was a little unexpected.

COL. SPARKPLUG
What?

GEN. GARNER
We caught a girl spying around,
watching everything. She knows the
aliens. She had contact with them.

COL. SPARKPLUG
How did this happen?

GEN. GARNER
We do not know yet, sir, she
refuses to speak.

COL. SPARKPLUG
Send the girl here, I want to talk
to her myself.

GEN. GARNER
Understood.

EXT. HELIPAD - TENT COMPLEX - MOMENTS LATER

ROTOR BLADES of a helicopter come to life. Two soldiers


escort Verity - handcuffed - into it.

As they enter, the chopper takes off the base camp.

INT. BRIDGE - NEMESIS - DAY

Optimus and Ratchet work on the bridge computers as soon as


Bumblebee enters, urgently.
93.

BUMBLEBEE
Optimus!

He shows up a holographic RADAR over his forearm, which


indicates a RED DOT moving across the map. Optimus and
Ratchet step closer.

BUMBLEBEE (CONT’D)
The Decepticons began a sharp move
in a certain direction.

RATCHET
They are going to get Shockwave.

OPTIMUS
Bumblebee, warn the others.

EXT. ARIZONA DESERT - DAY

The air distorts as MEGATRON and STARSCREAM (both in jet


mode) rocket through the sky.

VORTEX (assault chopper) rises into frame, rotors whirling.


It banks hard, following the other two.

Speeding along the highway below, BRAWL (the tank) and


RUNABOUT (in his PROTOFORM vehicle mode).

EXT. AREA 51 - DAY

A chopper lands. That two soldiers come down with Verity.


Col. Sparkplug stands there, waiting.

ON SPIKE AND JOE -

Wearing their military outfit. Around them, soldiers pack


guns and ammunition in Humvees.

SPIKE
In a moment we are two ordinary
soldiers doing what we train to do.
Now we're about to escort an alien
robot across the state. That
deserves a salary increase, doesn't
it?

JOE
(smiles)
Definitely.

Joe spots Verity stepping out the chopper.


94.

JOE (CONT’D)
What's that girl doing here?

ON VERITY AND COL. SPARKPLUG -

COL. SPARKPLUG
So you're the girl who likes
unusual places.

VERITY
That’s my type.

They walk side by side onto the tarmac.

COL. SPARKPLUG
I got word that you know the
aliens. You may have crucial
information that we do not have.

VERITY
All I'm going to say is that you're
making a mistake. They are not your
enemy.

COL. SPARKPLUG
That's where you make a mistake,
little girl. These creatures killed
our soldiers mercilessly with a
power beyond our reach.

VERITY
You're condemning the wrong robots.
It's the Decepticons that you have
to fight.

Sparkplug stops and looks into Verity’s eyes.

COL. SPARKPLUG
I don't know what they said or
promised to you, but know that our
world may be at risk right now.

Verity pauses, still not convinced.

An engine roar catches Verity's ears. She turns and comes


across with...

... A 18 WHEELER emerging from the underground through a


ramp. On its trailer: the Shockwave's container.

Then a heavy-lift TRANSPORT CHOPPER passes overhead, it


hovers above the truck lowering down a CARGO NET.
95.

VERITY
Are you guys moving?

Sparkplug accompanies Verity to a Humvee, and puts her in the


back seat.

COL. SPARKPLUG
What you know or have seen here is
classified as top secret. Any word
on this will be considered a
national crime and you will live in
the jail for the rest of your life.
Did you get it?
(beat)
Look, I want to help you, believe
me, but for this you will have to
help me too.

She gives him an uncertain nod. Sparkplug turns to one of the


soldiers over there.

COL. SPARKPLUG (CONT’D)


Take the girl to Nellis Base. Tell
the Commander I'll be there soon.

He shuts the Humvee door and walks away.

ON SPIKE AND JOE -

Moving toward the truck as the cargo net lays on Shockwave's


container.

Soldiers approach to tie the net around the compartment.

But they hear the sound of jet turbines coming. Spike and Joe
look up and see - A F-35 in the sky.

It FIRES A MISSILE.

JOE
What f--

SPIKE
LOOK OUT!

Spike desperately runs to warn the men and the helicopter


about the missile. Sparkplug turns around after hearing those
hysterical screams.

SPIKE (CONT’D)
BACK OFF! GET OUT THERE!

But when others realize what is happening...


96.

... THE MISSILE BLOWS THE CHOPPER INTO SHEET METAL! Spike's
knocked backward. Flaming chopper parts rain down around the
soldiers.

INT. HUMVEE - AREA 51 - CONTINUOUS

CLOSE ON VERITY, with wide frightened eyes after seeing the


helicopter turning into a fireball.

A soldier toting a rifle opens the door of the vehicle.

SOLDIER
Stay in the car! Head down!

Almost immediately he moves away, letting Verity alone.

EXT. AREA 51 - DAY

Soldiers escort Col. Sparkplug to a safe place. He spots


Spike, getting up after the attack.

COL. SPARKPLUG
(yelling)
Spike! Take the truck away from
them safely!

Sparkplug enters a hangar. More soldiers come with their


rifles in their hands.

Joe helps his friend to stand up.

JOE
You okay?

Spike looks up and sees Starscream (the F-35) taking the


distance and making a turn for the next assault.

SPIKE
We need to get out of here, now!

Spike runs up to the truck and talks to the driver:

SPIKE (CONT’D)
Change of plans: we will carry the
load on the wheels to the new
extraction point.

The truck driver nods. Spike runs back to Joe, but that's
when Starscream is returning to base.

JOE
INCOMING!
97.

Joe and the other soldiers open fire at the F-35 as it


approaches. Starscream returns with his 20mm machine gun
ROUNDS tearing along the ground.

Some men are shot down, others narrowly escape, just like
Spike and Joe.

INT. HUMVEE - AREA 51 - DAY

Seeing that hail of bullets coming toward her, Verity quickly


shrinks on the car floor, grabbing her head as the windows
SHATTER after being hit.

But it's not over yet, Starscream fires more missiles by


destroying some vehicles scattered around the base.

Verity rises, looks out of the car and sees the soldier who
would take her lying there on the ground, dead.

In a fast move, she opens the door and stretches her arm to
the dead soldier to pick up the keys to her handcuff.

As Verity unlocks her handcuffs, she moves to the driver's


seat, which key is already in the ignition. Now with her
hands free she starts the Humvee.

EXT. AREA 51 - DAY

A bit stunned, Spike signals for the truck to go. And so the
driver does, accelerating as fast as he can.

SPIKE
Get in the cars and get out of
here! Protect the truck!

Some of the surviving soldiers enter the Humvees and follow


the truck out of the base.

EXT. SKIES ABOVE AREA 51 - DAY

Starscream is already making his U-turn.

STARSCREAM
Megatron, I found them. They're
taking Shockwave though!

MEGATRON (V.O.)
Stop them!
98.

EXT. AREA 51 - DAY

While Spike and Joe coordinate the convoy's exit, Starscream


dives from the sky and transforms into his robot form,
landing on the base.

JOE
Oh shit.

The remaining soldiers at the base concentrate all their


firepower on the Decepticon.

STARSCREAM
Meat insects!

Starscream SLAUGHTERS the poor humans before him. He is a


titan crushing ants on his feet.

One soldier fires his ROCKET LAUNCHER that hits the robot's
thigh. Starscream glares at him furiously and unleashes a
barrage of missiles that strike the military.

Amid that chaos...

... Verity's Humvee materializes through the smoke, racing


toward the exit.

INT. HUMVEE - DAY

Verity grips the wheel zigzagging through the burning


wreckage on the way. But in the middle of the road she spots
two surviving men: Spike and Joe.

She glances at the exit gate and then at the men again, still
undecided on what to do. Running time. Heart pounding.

Verity makes a decision and turns the wheel abruptly toward


the two soldiers.

EXT. AREA 51 - DAY

Spike and Joe witness Starscream massacring the military with


a smile on his face. And a few meters behind him, Vortex
appears to make matters worse.

JOE
We’re going to die here, Spike.

When it seems that there is no longer any hope...

... Verity's Humvee SCREECHES to a stop in front of them.


99.

VERITY
Get in!

Spike and Joe stare at her, confused.

VERITY (CONT’D)
COME ON!

Without choice, the two men get into the vehicle. Verity
speeds off there while the Decepticons cause more carnage.

ON STARSCREAM AND VORTEX -

After realizing that Shockwave is not around, Vortex turns to


Starscream, who has fun attacking the humans.

VORTEX
What are you doing? Megatron does
not like delays!

STARSCREAM
See how they run, it's fun to see.

VORTEX
I will not be punished because of
your desire for greatness over
these insignificant creatures.

Vortex turns into a helicopter and flies away. Starscream


rolls his eyes and transforms into a jet, then takes off.

INT. MONITORING STATION - AREA 51 - DAY

Col. Sparkplug bursts in, ordering:

COL. SPARKPLUG
I need someone to contact Nellis
Air Force Base, that men will need
air support immediately.

EXT. DESERT HIGHWAY - DAY

Verity drives fast. In the distance: the convoy.

INT. HUMVEE - DAY

Verity still at the wheel, Spike in the passenger seat and


Joe in the back seat. The three still recomposing from what
happened.
100.

JOE
I think we missed those things.

SPIKE
(to Verity)
Who the hell are you?

VERITY
The person who saved your asses,
you're welcome.

SPIKE
Okay, thank you, now let me take
the wheel.

VERITY
No! We have no time. I just want to
get the furthest away from all this
shit.

SPIKE
Listen to me little girl, we have a
cargo to deliver and we will not
run away because of you.

VERITY
You both don't even know what they
want that thing for.

SPIKE
No, we don't. But if they want it
too much, I'm not going to give
that advantage to them, okay? You
can jump out of this car and hide
or you can step on that accelerator
and save the world.

JOE
Please choose fast.

Verity and Spike's eyes meet, and there she realizes that
shit is really serious.

VERITY
Goddamnit, I've walked a lot in the
last days to come back now.

And she SLAMS the accelerator pedal.

EXT. SKY - DAY

Following Megatron in his jet mode, flying miles above the


ground.
101.

HIS POV: ZOOMS across the highway to find the armored Humvees
and the truck racing amidst the traffic. X-RAY reveals
Shockwave inside the container.

EXT. DESERT HIGHWAY - DAY

Our gang finally reach the convoy. Verity accelerates to the


front of the truck, leading the way.

INT. HUMVEE - DAY

Spike grabs his RADIO:

SPIKE
This is Major Spike Wallace, six
miles ahead we'll make a detour to
the city. Be ready.

SUDDENLY -

- KA-BOOM! A civilian car EXPLODES in the road. They look


back and see chasing the convoy -

EXT. DESERT HIGHWAY - DAY

- BRAWL and RUNABOUT in vehicle mode. Brawl's barrel smoking.


Then he fires again.

INT. HUMVEE - DAY

The shot passes the Humvee and hits another car meters ahead.
The burning wreckage flips in the way of the convoy.

VERITY
Hold on!

Verity holds firmly the steering wheel as the Humvee shoves


away the flaming carcass, making its way.

SPIKE
Do those things have tanks too?!

Verity glares up forward, beyond the camera, and her eyes


widen excited.

VERITY
No way!
102.

EXT. DESERT HIGHWAY - DAY

THE AUTOBOTS COME FROM THE OPPOSITE END.

Optimus, Bumblebee, Prowl, Ironhide and Ratchet - everybody


in their vehicle mode speeding together.

Verity waves at them cheerfully. Bumblebee honks in reply.

OPTIMUS
Bumblebee and Ratchet, go with
Verity. They have Shockwave.

Bumblebee pulls alongside Verity's car, Ratchet flanking the


rear as Optimus, Ironhide and Prowl roar past the convoy.

Civilian cars narrowly diverge from the three Autobots


advancing in the opposite route of the highway, paving the
way toward the Decepticons.

Brawl and Runabout fire their artillery. Optimus, Ironhide


and Prowl shunt and dodge the shots, which blast the road.

Runabout boosts forward and TRANSFORMS. His pair of blades


erupt from his arms scraping on the ground. Ironhide rushes
right in his way, and TRANSFORMS too. Feet skidding on the
pavement.

The two robots COLLIDE in midway. Ironhide DUCKS one of the


blades in time and grabs the Runabout's arm, then LEVERS him
onto the ground.

ON OPTIMUS AND PROWL -

Averting from tank shots as they charge Brawl. Prime


transforms, steel foot SLAMMING DOWN on the highway. Ripping
up asphalt. He LEAPS as Brawl transforms too.

Before the Decepticon can fire, Optimus PUNCHES right on his


face, dropping him to the ground.

Optimus slides and stops in a fighting pose. Cars behind him


maneuver to not hit his feet.

Brawl gets up aiming his shoulder-cannon at Optimus, ready


for another shot. But what he doesn't realize is...

... Prowl coming from behind. He skids, TRANSFORMS and LEAPS


onto Brawl, wrenching back the Decepticon's cannon JUST AS it
fires, missing Optimus.

Brawl grabs the Autobot on his shoulders and SWINGS him to


the highway, smashing some cars passing by.
103.

As he turns to Optimus - WHAM! The Autobots Leader hits his


face hard enough to knock him OUT-OF-FRAME.

CUT TO -

Ironhide firing his assault weapon at Runabout, who parries


it with his blades. The Decepticon sees a car next to him and
scoops it up toward Ironhide.

Almost squeezing the trigger to blow that car out, Ironhide


notices PEOPLE still inside there.

He rolls and catches the car before it hits the ground. The
passengers of the vehicle stare TERRIFIED at that huge
mechanical figure.

IRONHIDE
Are you all right?

THEN -

- BAM! Runabout KICKS Ironhide's head while he's distracted.


The civilian car backs to the ground as the Autobot falls to
the side.

Runabout LASHES OUT to a definite attack.

When it looks like he will impale Ironhide, the Autobot grabs


the blade a few inches from his chest. But just one of them,
the Decepticon raises his other blade teasing his victory.

RUNABOUT
Your spark is mine, Autobot.

Off that imminent blade, Ironhide uses all his strength to


SPLIT a piece of the blade he was holding. Runabout REACTS,
surprised.

With that sharp piece, Ironhide STABS the enemy's shoulder


making him stagger back. Ironhide seizes the moment and picks
up his weapon on the ground.

As soon as Runabout removes that piece of steel from his


shoulder, Ironhide shoots him several times like a
gunslinger, pushing him back inch by inch until...

... plummet off the freeway overpass, CRASHING to the level


below. Runabout lies motionless.

CUT TO -

Optimus, as he sends a right hook but Brawl grabs his fist.


Brawl is about to give his right hook, but Optimus grabs that
too.
104.

An impasse with four fists restrained.

But the cannon on Brawl's shoulder takes aim at Optimus's


head. Optimus HEADBUTTS Brawl right in time, tilting him back
as he fires into the skies.

OPTIMUS
Now, Prowl!

As Brawl recovers, Prowl rushes towards him and jumps on his


back again, this time pulling the Decepticon's tank barrel
with all his might.

Before Brawl could act, Prowl RIPS OUT the cannon from his
shoulder. Prowl flips back landing on his feet.

Brawl only has eyes for Prowl, really mad.

BRAWL
You bastard... I'm gonna dismantle
you down!

He advances for Prowl, but he doesn't realize Optimus sliding


over his knees from behind. He SWEEPS Brawl's legs off the
ground, knocking him flat on the highway.

As Brawl hits the ground, Optimus WHIRLS and SINKS his ax


into Brawl's chest. The Decepticon tries to remove the ax
from his body but his strength is exhausted and he gives in.

Optimus stands beside Prowl. They turn and find Ironhide.

EXT. CITY STREETS - DAY

The chase enters a CITY. Bumblebee and Ratchet move alongside


the convoy. Pedestrians look at those hurried vehicles,
apprehensive.

INT. HUMVEE - DAY

Spike barks into his radio again:

SPIKE
Central, we have the cargo. We will
reach the port in twenty minutes,
do you copy?

The only response is STATIC. Then - the SCREAMING APPROACH of


an F-35 turns everyone around.

VERITY
What was that?
105.

Joe leans over and sees a jet in the sky, but he recognizes
it and it’s not a good sign.

JOE
It's not one of ours.

EXT. BUILDING ROOFTOP - DAY

Starscream SWOOPS DOWN transforming into his robot form as he


lands on the building. He steps on the ledge and eyes the
target on the street below.

STARSCREAM
(into radio)
I found them.

He takes aim and fires a flurry of MISSILES.

EXT. CITY STREETS - DAY

The people around scoot in fear. The projectiles hit the


street. Bumblebee and Ratchet transform immediately. The
convoy stops behind them.

RATCHET
(to Spike)
We'll keep Starscream busy while
you leave.

The Autobots weapon up and run to face Starscream. But


Bumblebee STOPS. He senses something. He turns back and sees
Vortex (chopper) hovering above the Shockwave's container.

BUMBLEBEE
Ratchet!

Ratchet stops his run and views the Decepticon next to the
container.

Vortex shoots a kind of GRAPPLING HOOK that attaches into


Shockwave's container. The chopper rises lifting the
container with it.

Spike, Joe and other soldiers exit their vehicles with rifles
in hands.

SPIKE
Do not let him get out of here!

The military open fire upon Vortex. Bumblebee's coming,


pointing his gun. Ratchet follows behind, but he hears...
106.

... MISSILES fired from Starscream. He takes up position on


the street firing at the missiles, shooting down as much as
he can. But he can't do this with all of them.

RATCHET
Oh no.

ON BUMBLEBEE as he aims at Shockwave's container, ready to


pull the trigger. But Verity spots the missiles coming.

VERITY
Bee!

The first missile hits a building, the other two strike the
street. Bumblebee shields Verity with his body getting all
the blow.

The blast knocks Ratchet into a pawn shop and flips some
Humvees ASIDE. The soldiers drop to the ground as well as
Bumblebee.

BEAT.

CLOSE ON Verity, on Bumblebee's chest with his steel hands


around shielding her.

BUMBLEBEE
Are you alright?

VERITY
I think so. And you?

BUMBLEBEE
Yeah. We need to destroy that
container as quickly as possible.

CUT TO -

Spike lying on the ground, grimy and covered in dust. The


sound vanished into the void giving way to a loud high-
pitched buzz in his ears.

He turns his head to one side and finds the Autobots


recovering. On the other side: Vortex moving away with
Shockwave gradually.

Still dizzy, Spike gets up and bursts his rifle at Vortex.


Joe and the others recover and realize what's going on.

JOE
Everybody: focus on the hook!
107.

The soldiers hit the cable while Vortex gains altitude. After
a constant hail of GUNFIRE, the cable that holds the
container SNAPS...

... and drops the huge cargo on the street in a hard impact.

INSIDE THE CONTAINER: Everything ROCKS, but Shockwave remains


in the same state without any sign of life.

Bumblebee makes Vortex flee with the shots from his cannon.
Ratchet and Verity walk up to him.

RATCHET
It will not be long before the
others come back, we need to be
quick.

BUMBLEBEE
Right.
(to the soldiers)
Please move away from this
container.

Bumblebee and Ratchet point their weapons at Shockwave, but


Spike interferes in their aims.

SPIKE
Hey! What do you guys think they're
doing?

RATCHET
We do not have time to argue,
human. Move.

SPIKE
No! This thing is owned by the
American government, and my mission
is to keep it safe!

RATCHET
You have no idea what can happen if
Megatron gets Shockwave back! We
need to destroy it.

BUMBLEBEE
It's for the sake of your world.

Spike raises his rifle to the two robots. The other soldiers
do the same.

SPIKE
It's not that simple.
108.

JOE
Are you really sure about this?

Spike shoots Joe a look.

VERITY
Hey asshole! You're aiming the gun
at the good guys here!

RATCHET
Move away, now!

The soldiers hold their positions around the container. Joe


turns to Spike, uncertain of that decision.

JOE
Spike... maybe we should listen to
their story.

TIGHT ON Spike, mind churning as he tries to figure out his


next move. Finger on the trigger. What now?

THEN -

- ROARING TURBINES make their heads tip up to find MEGATRON,


PLUMMETING DOWNWARD in jet mode with its nose down, like a
dive-bombing predator.

BUMBLEBEE
Megatron!

SPIKE
RUN!

Everyone SPREADS searching for cover. Bumblebee catches


Verity again; the soldiers try to move away from the
container.

Megatron transforms into a robot in the middle of the path,


letting gravity bring him down. Spike and Joe throw
themselves into a cafe.

MEGATRON SLAMS DOWN INTO THE STREET in a THUNDEROUS BOOM.

INT. STREET CAFE - CONTINUOUS

As Spike and Joe jump in...

... Megatron's landing SHATTERS all the cafe WINDOWS,


showering glass shards over them.
109.

EXT. CITY STREETS - DAY

The cars parked there were overturned all over the street. A
small cloud of dust permeates around Megatron's feet.

MEGATRON
(walking toward the
container)
You have something that belongs to
me.

As Megatron moves toward the container, Bumblebee jumps to a


surprise attack. But the savvy leader of the Decepticons
grabs the little Autobot by his head, hanging him high over
the ground.

MEGATRON (CONT’D)
Shameful.

Megatron TIGHTENS Bumblebee's head gradually. Verity cannot


bear to see that and shows up.

VERITY
Leave him alone!

Megatron lowers his head, seeing that insignificant creature


on the ground.

VERITY (CONT’D)
Or I'll beat you down!

BUMBLEBEE
Verity -- run!

MEGATRON
(to Bumblebee)
Did you make friends with the meat
insects? You Autobots are more
depressing than I thought.

Sadistically, Megatron presses on Bumblebee's head and makes


him moan, painful.

MEGATRON (CONT’D)
(to Verity)
What would you do with me again?
I'm waiting.

Verity just stands watching her friend getting hurt. She


wants to help but doesn't know how.

RATCHET (O.S.)
Drop him or I'll blow your gears.
110.

Behind Megatron: Ratchet pointing his weapon at him.

RATCHET (CONT’D)
I swear by Allspark.

MEGATRON
Really?

But Megatron is not intimidated in any moment and tightens


the head of Bumblebee more.

Before Ratchet could do anything, Starscream lands behind him


aiming his arsenal at him. Things get worse, Vortex back
around the street on the other side, rendering the soldiers.

They are trapped from both ends.

MEGATRON (CONT’D)
Do not make promises you can not
keep.

Megatron continues to SQUEEZE his hand. We can hear the sound


of Bumblebee's head CRUMPLING little by little.

MEGATRON (CONT’D)
This will be the last time you guys
got in my way.

VERITY
STOP!

Megatron tightens more. Ratchet turns his gaze away from


watching that scene. Bumblebee already feels his death
coming.

But AT THAT MOMENT -

- PROWL AND IRONHIDE SUDDEN ARISE FROM AN ALLEY IN THEIR


VEHICLE MODE TOWARD THE DECEPTICONS.

They divide. Ironhide heads for Vortex. He transforms and


LUNGES Vortex against the building forefront.

Meanwhile, Prowl transforms too and DOES A LEAPING DOUBLE


KICK. KICKING MEGATRON IN THE CHIN.

The blow makes Megatron to wobble back and drop Bumblebee


back to the ground.

Ratchet realizes that Starscream stares outraged and


speechless at that situation. He seizes this momentum to BASH
Starscream backwards.
111.

Without wasting time, Ratchet fires straight for the


container with the intention of destroy it. But...

... Megatron steps between the shot and the container, and
blocks Ratchet's shot saving Shockwave.

PROWL
Fall back! Fall back!

The Autobots retreat as Megatron fires pulse blasts from his


arm-cannon, destroying pieces of buildings and blowing holes
in the streets.

When Megatron takes a step to chase our heroes...

... TIRES SCREECHING on the asphalt catch his eyes. Megatron


turns and sees at the end of the block:

OPTIMUS PRIME SURGING FROM A STREET CORNER.

He accelerates toward the Decepticons at full speed.

MEGATRON
Starscream, Vortex. Take Shockwave
away from here.

STARSCREAM
Yes, master.

Megatron walks toward Optimus while the other two pick up the
container and start taking it away.

First in slow steps, then Megatron begins to haste, running


faster and faster towards Optimus. Fire in the eyes, ready to
kill.

Optimus TRANSFORMS in mid-race, rising on two legs and


hauling his FIST as well as Megatron. Both fists cutting
through the air for each other.

THEY CLASH. FIST INTO FIST.

The collision emits a sound like a THUNDERCLAP and the SHEER


FORCE of it EXPLODES the glass of the buildings and vehicles
around them.

EXT. ALLEY - DAY

Ratchet, Prowl, Ironhide and Bumblebee - carrying Verity in


his hands - gather there.
112.

IRONHIDE
Prime must be fighting with the
Decepticons alone! We can not stay
here.

PROWL
And we won't. Megatron knows we
want to destroy Shockwave, so he'll
want to take him away.

BUMBLEBEE
Starscream and Vortex should be
with him now.

RATCHET
So we do not have time to waste.

The four of them take their weapons. Bumblebee places Verity


on the floor.

BUMBLEBEE
Hide yourself in a safe place.

VERITY
But --

The Autobots run into the street, ready for battle.

EXT. CITY STREETS - DAY

The four robots run in formation across the street.

PROWL
Ironhide, Optimus will need help
against Megatron.

IRONHIDE
All right.

Ironhide separates from the others by going to an adjacent


street.

INT. STREET CAFE - DAY

Spike stands on the sidewalk watching Starscream and Vortex


moving away with the container. Then he enters the cafe,
joining with...

... the few surviving soldiers. Most of them injured, still


recovering from the Decepticon offensive.
113.

JOE
What's the situation?

SPIKE
Two of them are swaying down the
street, but two others are taking
the cargo in the other direction.

WOUNDED SOLDIER
Sir, those machines can crush us in
one move. Without support we gonna
die.

Spikes takes a deep breath.

SPIKE
I know you're scared because I'm
scared too. But those bastards
killed my team. My friends.
Whatever the reason they want that
thing in the container, I will not
let them have it. I will not let
them get along in this.

The soldiers exchange glances, taking confidence.

SOLDIER
Our rifles have no effect on them.

JOE
In those Humvees there are some
grenade launchers. I've used one on
them and it works great.

SPIKE
The Air Force will be here in a few
minutes, we just need to buy time
for them. So what do you say?

Off their stare -

In a SERIES OF CUTS: Spike, Joe and the others open the


Humvees' trunk... pull suitcases from under the backseat...
and take the grenade launchers from each of those places in
the cars.

EXT. CEMENT RIVER BASIN - DAY

The place where Runabout fell from the highway.

We DRIFT through the area to Runabout, dejected on the


ground, unmoving. His eyes suddenly FLICKER to life.
114.

EXT. DESERT HIGHWAY - DAY

The entire highway stopped. People got out of their cars to


ring Brawl, which also lies on the ground motionless.

More curious people join the crowd every time. Dozens of cell
phones record and take picture of the fallen robotic titan.

PUSHING IN ON BRAWL as the folk treat him like a tourist


spot. CLOSE-UP on his face: eyes light up too.

At the first sign of movement, the people around the


Decepticon startle and quickly run away, but still with eyes
for the robot.

As Brawl gets on his feet with a tremendous effort, the


people keep the cell phone up and record everything.

EXT. THE ARK - DESERT - DAY

Soldiers set up EXPLOSIVES in the hull of the ark and move


away.

INT. OPERATIONS TENT - DESERT - DAY

Through a monitor, Gen. Garner oversees the whole situation.

GEN. GARNER
(into headset)
Fire in the hole.

EXT. THE ARK - DESERT - DAY

From a safe distance, a soldier triggers the DETONATOR.

INT. CORRIDOR - THE ARK - DAY

As Wheeljack courses across the hallway...

... BOOM! The detonation trembles the ship making him almost
lose his balance.

WHEELJACK
Damn humans.

He hurries his steps.


115.

EXT. THE ARK - DESERT - DAY

The dust settles, revealing that the explosives only


scratched the surface of the Autobot ship.

SOLDIER
(into radio)
Sir...

INT. OPERATIONS TENT - DESERT - DAY

The General sees the ship still intact.

SOLDIER
(over radio)
... We can only hurt the most
superficial part. Whatever the
material of this thing, it is
tough.

Garner pauses for a moment.

GEN. GARNER
Back off. Let's use heavy fire this
time.

EXT. TENT COMPLEX - DESERT - DAY

The soldiers retreat as the tanks line up, with their barrels
pointed at the Ark.

INT. BRIDGE - THE ARK - DAY

The door slides open and Wheeljack bursts in, directly to the
main console. He types fast, re-connecting the entire
spaceship system.

WHEELJACK
Please... you have to work.

But -

- BLAM! More explosions rock the ship harder. Wheeljack


remains focused on the panel.

EXT. TENT COMPLEX - DESERT - DAY

The row of tanks shoot the Ark.


116.

INT. OPERATIONS TENT - DESERT - DAY

Accompanying everything in the screen, Garner notices that


the ship is still intact.

GEN. GARNER
(into headset)
Keep firing!

EXT. TENT COMPLEX - DESERT - DAY

Another round of shots.

GEN. GARNER (V.O.)


Open a fucking hole in that ship!

INT. BRIDGE - THE ARK - DAY

The tension increases. Wheeljack is doing his best right now.

WHEELJACK
Come on, come on...

That’s when he begins to hear the sound of the turbines


finally WAKING UP.

EXT. TENT COMPLEX - DESERT - DAY

The engine of the Ark is slowly returning to its full power.


The huge turbines are blazing again.

The force and energy start to STORM the tent complex, which
increases at every second.

INT. OPERATIONS TENT - DESERT - DAY

Some monitors suffer with interference as the Ark is coming


to back life.

GEN. GARNER
What hell is happening?

INT. BRIDGE - THE ARK - DAY

All that noise is music to Wheeljack's ears.

WHEELJACK
Activating gravitational
stabilizers.
117.

EXT. THE ARK - DESERT - DAY

Underneath the Ark, several GRAVITY DISCS begin to set it a


few feet above the ground. The turbines are getting stronger.

Some of the tents are torn off the ground and thrown away.

INT. BRIDGE - THE ARK - DAY

Wheeljack gives a proud and satisfied smile after seeing his


ship off the ground again.

WHEELJACK
Now let's get out of here, baby.

EXT. TENT COMPLEX - DESERT - DAY

The soldiers stare at the ship almost hypnotized as it


ascends. General Garner leaves his tent and joins his men.

GEN. GARNER
Dear Lord...

When the Ark gains height enough...

... KA-BROOM! ITS TURBINES BLAST IN A DEAFENING UPROAR.

The earth QUAKES hard.

A SHOCK WAVE knocks down everyone and BLOWS away every tent
standing.

The ship BOLTS into the skies, vanishing.

CUT TO:

EXT. CITY STREETS - DAY

Optimus and Megatron grab their hands up, each one squeezing
them. Megatron headbutts Optimus, sending him back down the
street.

As Optimus stands up, he transforms his right hand into an ax


and advances toward Megatron. Megatron fires his arm-cannon.

Optimus shields the shot with his ax, which DEFLECTS it into
a building. Huge debris fall towards the sidewalk where there
are some pedestrians.

But Prime leans his body over that people by letting concrete
blocks hit his back and saving their lives.
118.

OPTIMUS
Get out the streets!

Scared, the pedestrians run as far as they can from there. In


this moment, Optimus senses Megatron coming right behind him.
He turns around and parries his foe's attack, then pushes
Megatron back.

MEGATRON
I have to admit, your persistence
to the inevitable is admirable.

OPTIMUS
I give you the last chance to
surrender, Megatron. I do not want
to kill you.

MEGATRON
But I want.

The two titans charge each other by initiating a close-range


MARTIAL ARTS COMBAT between them.

Optimus with his ax and Megatron with his cannon.

They DUCK and BLOCK each others move like fencers. Ax


CLANGING, ROUNDS firing. It's something impressive.

CUT TO -

Elsewhere in the city, Starscream and Vortex stop to carry


Shockwave's container down the street.

STARSCREAM
We will never reach our ship in
this rhythm.

VORTEX
We can try to tie my cable to the
container and I take it flying.

STARSCREAM
(indignantly)
And why did not you tell me this
before, you idiot?! Come on!

Vortex takes distance and transforms into a helicopter. It


hangs above the container and drops its cable. Starscream
wraps the cable around the container.

STARSCREAM (CONT’D)
Go!

Once again Vortex begins to lift Shockwave.


119.

But while Starscream watches the two go up...

... he doesn't notice a Humvee SPEEDING toward him - with


Spike driving.

He SLAMS the brake - the car SKIDS and PIVOTS - hitting its
side on Starscream's ankles, pulling him down.

STARSCREAM (CONT’D)
What the hell...?!

Starscream turns and finds Spike in the car, looking at him.


The Decepticon stands up, raging.

STARSCREAM (CONT’D)
You're so dead now.

SPIKE
(into radio)
Now!

Before Starscream could do anything, Joe and the other


soldiers emerge from corners and alleys, aiming their grenade
launchers at the robot.

JOE
Shoot that son of a bitch down!

Starscream cannot shoot first and takes hit by several blasts


of grenade launchers. Spike steps out of the car and also
shoots.

They concentrate firepower making Starscream retreat across


the street. But the ammo runs out and they need to reload.

STARSCREAM
I will not be defeated by
insignificant beings like you!

Starscream launches a missile at our soldiers. They do not


have time to run away.

BUT -

- Prowl jumps out nowhere and GRABS the missile in mid-air.


As he touches on the ground, Prowl HURLS the missile back to
its owner.

BOOM! It explodes into Starscream's chest.

Prowl spots Vortex and the container high among the


buildings.
120.

PROWL
(into radio)
The Decepticon is with Shockwave in
the air and moving away!

RATCHET (V.O.)
We're on the way.

Starscream gets up firing his machine gun. Prowl takes cover.

PROWL
(to the soldiers)
Stay behind me.

The two robots start an exchange of shots in the middle of


the street.

ON BUMBLEBEE AND RATCHET -

Running through streets, turning in corners, averting


pedestrians and cars along their way.

They stop at the sight of Vortex flying at the height of the


buildings. Ratchet aims ready to shoot him down, while
Bumblebee surveys his surroundings thinking of something.

But Vortex goes out of sight as he banks to the back of a


building.

RATCHET
Damn it!

BUMBLEBEE
We'll need a higher place if we
want to get him.

RATCHET
What?

Bumblebee LEAPS to a building sinking his FINGERS into it,


and using his agility he starts to CLIMB, digging the wall as
he goes up.

ON OPTIMUS AND MEGATRON -

Megatron's left arm turns into TWO DOZEN FIRING TURRETS,


hurling Optimus a full city block.

As the Decepticon walks toward Optimus, he gets hit in the


back by a shot from Ironhide!

IRONHIDE
I have something special for you,
Megatron!
121.

Ironhide wields a kind of HIGH-TECH SHOTGUN, another shot


blows apart a piece of Megatron's abdomen. Ironhide fires
again but Megatron dodges and returns fire.

Ironhide gets hit hard on the chest, he goes backward through


cars and light poles.

WE PULL BACK from him to find - Verity, discreetly watching


everything from behind a wall.

EXT. SKIES ABOVE CITY - DAY

A contingent of SCREAMING MILITARY JETS rockets in, flying


over the city.

EXT. CITY STREETS - DAY

Amid the shooting against Starscream, Joe notices the sound


of nearby jets.

JOE
(shouts under gunfire)
Spike! We have the Air Force!

Spike nods and departs from the others.

SPIKE
(into radio)
The target is an assault helicopter
carrying a metal container. Hit it!

A moment later, those jets pass over the battle going in


search of Vortex. Starscream notices them.

STARSCREAM
No!

Starscream turns into plane and TAKES OFF, leaving Prowl and
the soldiers there.

EXT. BUILDING ROOFTOPS - DAY

We follow Bumblebee as he races nimbly through some roofs,


doing parkour moves.

He stops at the edge of a building where he has a broad view


of Vortex in the distance. Bumblebee rests on one knee and
pulls his sniper rifle, aiming at Vortex.
122.

INT. FIGHTER JET COCKPIT - SKIES ABOVE CITY - DAY

The PILOT sees Bumblebee on the terrace with his weapon.

JET PILOT
I'm spotting another of them.
Proceeding to invade.

EXT. BUILDING ROOFTOP - DAY

Bumblebee has his target right in the sights. But when he's a
second to pull the trigger...

... MACHINE GUN ROUNDS cut off his moment. One of the jets
pulled away from the squadron and heads toward him.

BUMBLEBEE
Wait!

The pilot fires missiles that burst around Bumblebee. The


Autobot has no choice but to run away.

So he does.

The machine gun tears along the roof as Bumblebee runs to the
other side. Before he can jump to the other building...

... Bumblebee takes hit in the back severely and tumbles


between that two buildings.

As he DROPS twenty stories, Bumblebee BOUNCES ON THE


BUILDINGS FRAME before CRASH into an alleyway.

EXT. SKIES ABOVE CITY - DAY

The Air Force jets streak down for Vortex, who is almost
leaving the city with Shockwave.

JET PILOT #2
Star One to Base: we've acquired
target. Locking on --

AT THAT MOMENT -

- one jet EXPLODES in the air. Then ANOTHER and ANOTHER.

JET PILOT #2 (CONT’D)


What the hell?!

REVEAL that Starscream PURSUITS that fighter jets in his own


jet mode.
123.

JET PILOT #2 (CONT’D)


There is another one -- Fall back!
Fall back!

The jets try to escape but Starscream takes down everyone


with his artillery.

EXT. CITY STREETS - DAY

Optimus slams on the ground, wounded. He stands on fours,


trying to get up but Megatron punches his face to keep him
down.

MEGATRON
You could be on the right side of
this war, helping me get Cybertron
back to its golden age. But instead
you have decided to impose yourself
against evolution.

OPTIMUS
Your "evolution" is killing the
planet and all who inhabit it.

As Megatron hits Optimus again:

ON VERITY -

Sneaking through the rubble and burning cars on the street


toward a stunned Ironhide on the ground.

She approaches the fallen Autobot and glances down the


street: Megatron is kicking Optimus ass without mercy.

VERITY
Ironhide. Ironhide, Optimus needs
your help! Move!

He's too weak to respond.

VERITY (CONT’D)
Come on!

Ironhide will not recover so soon, but Verity knows someone


needs to do something. She looks around for some solution to
help Optimus.

And she finds the Ironhide's shotgun resting on the ground


over the rubble, lightly tilted up. An idea comes into her
mind.

Verity walks up to the weapon and tries to push it to point


at Megatron's angle meters ahead.
124.

She uses her whole body against that great weight, but the
weapon does not move an inch.

VERITY (CONT’D)
C'mon! Move you son of a bitch!

Her feet slip on the floor but the weapon doesn't leave its
place. SUDDENLY - the shotgun SPINS to where Verity wanted.
She turns to Ironhide, who uses his last forces to move the
weapon.

IRONHIDE
You can do it.

Verity nods, trustful. She climbs up the weapon and enters


the trigger gap. With her back propped on the trigger guard,
Verity PUSHES the trigger with both feet.

With clenched teeth, Verity hales a strength inside herself


that she has never worn before. We can see the trigger
shifting every millimeter.

ON MEGATRON AND OPTIMUS -

The Decepticons leader is HAMMERING Optimus's chest with his


huge foot, cracking the street at every step.

MEGATRON
When I show your spark to the other
Autobots in Cybertron, all their
vigor by battle will vanish and I
will kill them all.

ON VERITY -

Pushing like hell. Calves on fire. The trigger is moving,


coming near the end.

ON MEGATRON AND OPTIMUS -

Megatron lifts his opponent by the throat as his arm-cannon


increasingly GLOWS, building to release a MASSIVE ENERGY
DISCHARGE.

BACK ON VERITY -

With the trigger almost completely pressed, Verity ROARS


stretching her legs with all her might and finally FIRING.

The RECOIL YANKS VERITY INTO THE AIR - she slams into a
windshield, SPIDERWEBBING the glass.

ON MEGATRON -
125.

As the shot BLASTS THROUGH HIS TORSO.

That was a serious hit.

Both robots fall to the ground. Megatron has a hole in his


chest, able to show his insides. But he remains functional.

TIGHT ON Optimus, lying, needing to recover. But as he looks


at Megatron in front of him, he notices something.

HIS POV: The shot made a GAP to Megatron's SPARK inside his
body, where we see the bright energon core.

EXT. BUILDING ROOFTOP - DAY

Starscream lands on the terrace and sees the battle taking


place on the streets, but he only watches.

EXT. CITY STREETS - DAY

Furious, Megatron turns and sees Ironhide's weapon smoking,


and Verity dizzy on the windshield. With some effort,
Megatron struggles to reach the young woman.

IRONHIDE
Verity, run!

But Verity is still stunned by that impact. Megatron


approaches, stumbling over the rubble along the path.

MEGATRON
You... insect... you cannot kill
me, I am...

OPTIMUS (O.S.)
MEGATRON!

As Megatron turns around...

... OPTIMUS PLUNGES HIS HAND into Megatron's chest! His eyes
widen at that moment.

INSIDE MEGATRON'S CHEST: TIME SLOWS as the Autobot grabs


Megatron's spark. Then -

- he RIPS OUT MEGATRON'S SPARK.

Tendrils of energy swirling Megatron's body. He COLLAPSES to


the ground, agonizing.
126.

Before he died, Megatron sees Starscream on the top of the


skyscraper, just looking at the whole situation and doing
nothing.

MEGATRON
(weak)
Star... scream... help m...

Megatron's eyes shut off. His whole life-force vanished at


that moment, leaving only a mechanical body on the floor.

EXT. BUILDING ROOFTOP - DAY

Starscream has nothing but a big satisfied smile on his face


after seeing his master's death.

STARSCREAM
Your services to the Decepticons
it's over, Megatron.

He TRANSFORMS into jet and flees the city.

STARSCREAM (V.O.)
Decepticons: regroup.

EXT. CITY STREETS - DAY

After a long time, everything is finally QUIET.

Ratchet and Bumblebee emerge through the smoke. The little


Autobot anchors an arm around his friend's neck as he drags a
wounded leg.

Prowl and Ironhide appear through the wreckage, Ironhide also


using his mate as support. Next to them is Verity, with some
scratches and minor injuries.

They gather around Megatron's lifeless body.

VERITY
Bee! Are you all right?

BUMBLEBEE
I'm good, I've suffered worse. What
about you?

VERITY
Maybe some bruises I'm going to
feel for the rest of my life.
(proudly)
But guess who helped kill the big
boss.
127.

BUMBLEBEE
I don’t doubt you.

Optimus kneels by his dead enemy.

OPTIMUS
You left me no choice...

RATCHET
Everyone knew this would be the
only possible outcome, Prime. You
or him.

Spike, Joe and the soldiers arrive with their rifles pointed
at the Autobots.

IRONHIDE
Oh scrap.

Optimus signals the others to distance themselves from the


soldiers as they approach.

SPIKE
You are all in the custody of the
United States government.

VERITY
What?! Is that some kind of joke?

PROWL
We fight on the same side.

SPIKE
We lost one of our robots, we can
not leave five more weapons of mass
destruction hanging around.
(beat)
I’m sorry but it’s my duty.

OPTIMUS
I understand, but unfortunately I
can not agree to this.

SPIKE
This is not your choice.

OPTIMUS
Neither yours.

A sudden TREMOR vibrate the whole street and the wreckage


around. The windows of the buildings quiver as if it were to
shatter. The soldiers exchange glances, nervous.

THEN -
128.

- THE ARK SOARS over the city, hovering above their heads.

IRONHIDE
Wheeljack!

The Autobots assemble a little distance from humans and await


for something.

From the belly of the Ark, a beam of light shoots bathing the
five Autobots on the street, like a fixed and powerful
searchlight.

This is the GRAVITY LIFT.

JOE
What the hell are they doing?

Bumblebee looks at Verity one last time and waves at her. The
girl returns the gesture with a smile on her face.

In a bright blue flare, the Autobots DEMATERIALIZE in a blink


of an eye. As if they had been sucked into the ship.

The soldiers gape upward as the Ark moves away, disappearing


from our sight into the blue sky.

JOE (CONT’D)
That... was insane.

SPIKE
There's still a lot of work to do.

The soldiers turn to Megatron's body lying in the street.

SPIKE (CONT’D)
We lost one robot but we won
another.

Joe looks around as if he had something missing.

JOE
Where is that girl?

WIDEN TO REVEAL -

Verity IS GONE. Off the soldiers, among that aftermath


scenario we HEAR...

COL. SPARKPLUG
(pre-lap)
Given the recent events, the
president authorized the operation
of hunting and apprehension of the
alien beings called Transformers.
129.

INT. CLOSED-DOOR SESSION - THE CAPITOL - DAY

Col. Sparkplug at the table, talking to someone beyond the


camera that we do not know yet.

COL. SPARKPLUG
Any and every file will be
transferred to a new installation
that I want you both in control.
And you will only report to me
during this time.

REVEAL Spike and Joe across the table, listening. A look


between them.

SPIKE
We accept, sir.

EXT. DESERT HIGHWAY - SUNSET

Wandering lonely on the road is Verity, following her path


normally. She stops on a road sign to read.

COL. SPARKPLUG (V.O.)


You should work and act in the
shadows.

Verity goes back to walk. As she moves away, PULL BACK TO


REVEAL what is in the sign:

"Welcome to Las Vegas. Enjoy Your Journey."

COL. SPARKPLUG (V.O.)


The government will provide all the
necessary resources for the success
of the operation.

DISSOLVE TO:

EXT. SKY - NIGHT

The Ark flies gently through the clouds.

INT. BRIDGE - THE ARK - NIGHT

Bumblebee rummages his holographic radar. Optimus and Ratchet


are waiting for the result. But Bumblebee turns off the radar
disappointed.
130.

BUMBLEBEE
Nothing. The tracker I put on that
Decepticon must have been lost in
battle.

RATCHET
What now? We can't leave this
planet knowing the Decepticons are
still loose around with Shockwave,
and the humans with Megatron’s
body.

OPTIMUS
Unfortunately, the only way to take
Megatron would be to hurt the
humans. We can worry about that
later. What we must worry about now
is what the Decepticons are
planning with Shockwave.

Off Optimus' concerned stare:

INT. BRIDGE - NEMESIS - NIGHT

Also in flight. Starscream stands in the command center the


same way Megatron was.

Brawl walks in, stands behind him.

BRAWL
Shockwave’s state is greatly
weakened, but the important thing
is that his spark remained intact
during that time.

STARSCREAM
Can he be functional again?

BRAWL
Well... none of us here have
medical expertise, I can take a
long time to restore him
completely.

STARSCREAM
So you better start.

BRAWL
Of course.

Brawl turns to leave, but he stops for a moment.


131.

BRAWL (CONT’D)
Are you really sure? Sure that
there was nothing to do to save
Master Megatron?

STARSCREAM
As I said before, I did everything
possible to get him out of the
hands of those Autobots, but I
sadly failed. Now I can only
continue his legacy with the
Decepticons under my command.
(turns to Brawl)
Send the message to Cybertron about
what happened here, about the new
leader of the Decepticons. And tell
them... all hail Starscream.

CLOSE IN on Starscream's wicked and proud face, he is exactly


where he always wanted.

CUT TO BLACK.

THE END

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