G. I. Joe Fan Fiction / Transformers Fan Fiction / Alien - Series Fan Fiction ❯ War of the Worlds (version 1) ❯ Prologue, To End All Wars ( Chapter 2 )

[ T - Teen: Not suitable for readers under 13 ]

Transformers Vs GI Joe: To End All Wars


Written by Sidewinder (aim9snake@hotmail.com), 2006-2007. Original concept by Dreamwave Productions. Characters created and owned by Hasbro and Takara.


AAM: air-to-air missile

ACP: Automatic Colt Pistol

ASM: anti-ship missile

ATGM: antitank guided missile

Ausf.: Ausführung (Version)

BMG: Browning Machine Gun

FFAR: Folding-Fin Aerial Rocket

HE: high explosive

HUD: head-up display

IED: improvised explosive device

IJA: Imperial Japanese Army

POTUS: President of the United States

PzKpfw: Panzerkampfwagen (armored combat vehicle)

SMAW: shoulder-launched multipurpose assault weapon

SMG: submachine gun

SS: Schutzstaffel (Protective Echelon)


AK-47 rifle: 7.62 x 39 mm

Boys antitank rifle: .55 Boys (13.9 x 99 mm B)

G3 rifle: 7.62 x 51 mm

M2E2 machine gun: .50 BMG (12.7 x 99 mm)

M61A1 Vulcan Gatling gun: 20 x 102 mm

M1891/30 rifle: 7.62 x 54 mm R

M1903A1 rifle: .30-06 (7.62 x 63 mm)

M1911A1 pistol: .45 ACP (11.43 x 23 mm)

M1919A4 machine gun: .30-06

M1928 SMG: .45 ACP

Nambu Type 14 pistol: 8 x 22 mm

PPSh-41 submachine gun: 7.62 x 25 mm

TT-33 pistol: 7.62 x 25 mm


TEXT: Fall, 1940. Imperial Palace, Tokyo. Empire of Japan.

The Terrordrome flies over the city, now a collection of burning ruins; Cobra paratroopers descend from the Terrordrome, toward the palace. In a courtyard, seven men in IJA uniforms-- the Japanese Emperor and his bodyguards-- point katana (long swords) and Nambu Type 14s at Starscream as shadows envelop them. The Transformer slashes to project kenki (sword's breath)-- psychokinetic energy conducted through the sword-- and blasts the men in half.


Starscream turns to face men in Soviet and Imperial Japanese military uniforms, each man wearing a black armband with a red cobra symbolizing his new allegiance. The Combaticons flank the men, ready to kill them if they defy Starscream.

TEXT: Starscream-- Destronger Commander-in-Chief (rank: 10), former Decepticon Air Commander.

STARSCREAM: I dueled against the Japanese Emperor, granting him an honorable death; by the code of the Terror Soaring Sword, I have succeeded him as the Japanese Emperor. Who challenges me?

Former Imperial Japanese military officers raise their katana to salute.

FORMER JAPANESE MILITARY OFFICERS: The Emperor is dead! Long live the Emperor! Long live Emperor Starscream!

Former Soviet military officers raise TT-33 pistols and AK-47 rifles to salute.

FORMER SOVIET MILITARY OFFICERS: Long live Comrade Starscream!

Tora, a middle-aged man with "tiger stripes" on his face-- injuries a mortar shell caused in Operation Chahar-- stares at the emperor's body as he salutes.

TEXT: Tora (Tiger)-- real name unknown. Cobra Warlord. Former general (O10), Imperial Japanese Army.

TORA (THINKING): (Forgive me, Your Majesty; I have no choice.)


TEXT: Winter, 1940. Fort Myer, Virginia. United States of America.

In the motor pool, mechanics are refueling M4A3E8 Sherman medium tanks, ignoring a gray M36 Jackson tank destroyer parked down the driveway; they don't see an arm extend from the M36-- Grimlock-- to grab a barrel of gasoline.

TEXT: The Pit-- GI Joe Headquarters.

In a hangar, the Joes sit in front of a slide projector.

Gung Ho and Roadblock rise from their chairs, ready to fight.

TEXT: Roadblock-- Hinton, Marvin F. Sergeant (E5), US Army.

ROADBLOCK: You calling me a liar?!

Leatherneck steps between the Joes to prevent a fight.

TEXT: Leatherneck-- Metzger, Wendell A. Gunnery Sergeant (E7), US Marine Corps.

LEATHERNECK: Calm down. Save your anger for the enemy.

He watches Gung Ho and Roadblock sit down; then he approaches the projector.

TEXT: Gung Ho-- LaFitte, Ettienne R. Gunnery Sergeant, US Marine Corps.

GUNG HO: A mechanical giant with a gun that can destroy a battleship with one shot? Ha! I'll believe it when I see it.

ROADBLOCK: You'll see it, all right. Just pray it won't be the last thing you see.

Duke enters the hangar and turns to the Joes.

TEXT: Duke-- Hauser, Conrad S. First Sergeant (E8), US Army.

DUKE: Group, attention!

The Joes rise from their chairs to stand at attention. Hawk enters the hangar.

TEXT: Hawk-- Abernathy, Clayton M. Brigadier General (O7), US Army.

HAWK: Take seat.

The Joes sit down. Leatherneck loads slides into the projector.

HAWK: As you know, the US is deploying peacekeeping forces to support reconstruction efforts in Western Europe, helping the Europeans recover from the Cobra occupation. At the same time, we've been preparing for war-- expanding the draft, increasing military spending, researching and developing new weapons, etc. You men are part of the preparations-- a special operations force with the mission of protecting America from threats to freedom, which the regular military forces are unable to handle. Now you'll know the reason these preparations are necessary-- a secret we withheld from the public to prevent mass panic and confusion. Sergeant Bumblebee, front and center.

An unmanned Harley-Davidson WLA motorcycle in desert camouflage drives in front of the screen.

JOES: How...?

Bumblebee-- the WLA-- transforms and salutes Hawk. Gung Ho and the recently recruited Joes rise in shock and surprise.

JOES: What in hell?!

Gung Ho draws a M1911A1 and targets Bumblebee, who raises his hands to surrender.


Roadblock rises, reaching for Gung Ho's pistol.

Snake Eyes uses his lightfoot technique to glide out of his chair, towards Gung Ho. The ninja hits a pressure point on the marine's wrist.


He drops the pistol; Snake Eyes catches it and puts it back in Gung Ho's holster.

TEXT: Snake Eyes-- real name unknown. Sergeant (E5), US Army.

BUMBLEBEE: Thanks, Snake Eyes.

Snake Eyes glides into his chair.

ROADBLOCK: Calm down, Gung Ho. The robot's on our side.

GUNG HO: Robot?

HAWK: From the play 'Rossum's Universal Robots'.

ROADBLOCK: Just think of him as a mechanical man.

Gung Ho frowns at Bumblebee as he sits down.

HAWK: Leatherneck, begin the slideshow.

Leatherneck turns on the projector; a photograph of Megatron, crushing a French soldier under his boot, is projected.

HAWK: Our enemy is an alliance between Cobra and the Decepticons, a race of robots from the planet Cybertron.

TEXT: Bumblebee-- Autobot espionage specialist (rank: 4).

BUMBLEBEE: We, the Autobots, were fighting a civil war against the Decepticons. We left Cybertron in search of resources for our war effort. The Decepticons attacked our ship as it entered this star system, and we crashed on this planet.

A photo of Moscow, now a collection of burning ruins, is projected.

HAWK: Starscream lead the Cobra invasion of the Soviet Union.

A photo of Starscream, hovering over the Kremlin's burning ruins, is projected; the Soviet leader's body, blasted in half, is visible in the foreground.

HAWK: He killed the Soviet leader and claimed the title of General Secretary of the Communist Party of the Soviet Union, before dissolving their government to form a Cobra Land Autocracy, or Cobra-LA.

A photo of Cobra soldiers, burning a Japanese flag to celebrate their victory, is projected. Another photo shows Cobra soldiers planting Cobra's standard (a black flag with a silver cobra above silver thunderbolts) in the National Diet Building's ruins.

HAWK: Now he's claiming the title of Emperor of Japan. If we don't stop him, he'll claim the title of President of the United States.

Gung Ho angrily rises.

GUNG HO: Over my dead body!

A photo of Cobra soldiers, using a bulldozer to move dead and dying soldiers off the streets of Moscow, is projected.

GUNG HO: Gasp!

HAWK: Exactly.

A map of China and Manchukuo, dated "OCT 1940", is projected; arrows represent the movement of Chinese Army and Imperial Japanese Army and Navy units-- including the Kwantung Army-- crosses represent battles.

HAWK: Both the Soviet Union and Japan are police states, so we have difficulty gathering info on the Cobra-LAs. But according to the OSS-- Office of Strategic Services-- it's probable Starscream is doing the same thing we are, advancing the technology and industry of allied nations so our armies will have next-generation weapons to use against each other.

A map, dated "NOV 1940", is projected; arrows, representing the movement of Soviet military units, are added.

HAWK: The OSS monitored multiple deployments of former Soviet and Imperial Japanese military units; they conclude Starscream intends to conquer China, which supplies 75 percent of the world's tungsten, a metal vital to the construction of next-generation weapons. Your mission is to support the AVG-- American Volunteer Group, or "Flying Tigers"-- now supporting the Chinese Army.

Gung Ho raises his hand.

HAWK: Yes, Gunnery Sergeant?

GUNG HO: Will we be issued next-generation weapons for this mission?

HAWK: The Army Air Corps units will receive new airplanes, but the Army and Marine Corps units will receive only small arms and support equipment-- no flying tanks, no death rays, no x-ray goggles. The Autobots are helping American researchers advance our technology levels, but it'll be years before we can build next-generation weapons ourselves instead of asking the Autobots to build these weapons for us-- and there are very few Autobots on Earth.

GUNG HO: Damn.


TEXT: Xinjing, Cobra-LA Manchukuo.

In a factory, Tora escorts the inspecting Skywarp as slaves assemble T-34-85 medium tanks.

TORA: The slaves are working 24 hours a day-- in mines, in factories like this, and at construction sites-- to meet Emperor Starscream's demands.

A slave struggles to mount a road wheel on a tank. He trips; the wheel falls on its side.

SLAVE: Gasp!

Skywarp watches the wheel spin like a plate.

TEXT: Skywarp-- Destronger Second-in-Command (rank: 9), assassin.

SKYWARP: They're not working hard enough. Bludgeon!

Bludgeon-- a PzKpfw VIII Maus (Mouse) super-heavy tank in desert camouflage-- drives to his side and transforms. His head was modified to resemble a human skull, making humans fear him. The turret becomes a left shoulder-mounted shield.

Skywarp points at the slave.

TEXT: Bludgeon-- Destronger warrior (rank: 5).

BLUDGEON: How dare you abandon your duties!

Booster rockets launch Bludgeon towards the ceiling; the Destronger lands on the slave to crush his legs.

SLAVE: Ahhhh!

Bludgeon lifts his victim off the ground. The slaves stop working to watch the Destronger pyrokinetically ignite his victim.

SLAVE: Ah! Help! No! Ahhhh!

He burns to death, the ashes falling from Bludgeon's hand. The Destronger turns to the slaves, who rush back to work.

BLUDGEON: His family will share his pain. If you wish to live-- if you wish your families to live-- you will not share his crime.

He transforms and exits the factory, racing towards the slave's quarters.

Skywarp turns to the shivering Tora.

TORA: As l-long as we r-receive sufficient resources, I am c-confident we'll meet the schedule, General Skywarp.

SKYWARP: For your sake, I hope so.


TEXT: Spring, 1941. Kunming, China.

Chinese soldiers patrol an AVG base perimeter, defending it.

North American P-51D Mustang fighters with shark mouths painted on their noses, and Chinese Air Force insignia (golden dragons) painted on their tails and wingtips, are parked along a runway. Crew chiefs are performing maintenance on the engines.

In a hangar, Gung Ho-- wearing a flak jacket over a Chinese Army uniform-- plays poker with three AVG pilots, using an ammo box as a table. The Joe's G3 rifle lies within arms reach.

GUNG HO: I came here, expecting to see combat; instead, I spent months like this, either shooting stray dogs or playing poker with them.

Wild Bill frowns at Gung Ho, too angry to notice he's showing his hand-- a flush-- to the marine.

TEXT: Wild Bill-- Hardy, William S. Second Lieutenant (O1), American Volunteer Group.

WILD BILL: Hey, who you calling a stray dog?!

Gung Ho smiles and shows his hand.

GUNG HO: The guy who thinks he can beat my full house, that's who!


Wild Bill angrily throws his cards on the box. An explosion shakes the floor and throws the cards off the box, surprising the pilot. Gung Ho grabs his rifle and faces the door.

GUNG HO: What in hell?!

The air raid siren howls. The pilots sprint to their P-51Ds, jump in the cockpits, and start the engines.

WILD BILL: Get out of the way!

Gung Ho steps aside as Wild Bill's P-51D-- a sexy cowgirl painted under the cockpit-- approaches the hangar door.

Mitsubishi A6M Zero fighters escort Focke-Wulf Fw-200C-6 Kondor (Condor) bombers towards the base. A Kondor fires a Henschel Hs-293D ASM at the hangar; Wild Bill watches the ASM dive towards him.

WILD BILL: Oh my God!

A Lockheed F-94C Starfire jet fighter with dummy propeller mounted on his radome flies over the hangar. An arm extends from the F-94C-- Air Raid-- to catch the ASM, throw it back at the Kondor, and destroy the enemy bomber.

WILD BILL: Thank you, God.

He pulls the control stick to his chest. The P-51D climbs to engage the enemy planes.

Air Raid jettisons the dummy propeller to rain Mk 4 2.75" (70 mm) FFARs on a Kondor, destroying it. He flies through the resulting fireball.

AIR RAID: Yeeha!

TEXT: Air Raid-- Autobot air warrior (rank: 4).

SILVERBOLT (RADIO): Air Raid, stand down! Our mission is to defend this base against the Decepticons; we aren't authorized to use force against humans, except in self-defense!

Silverbolt-- a North American F-86D Sabre Dog jet fighter-- appears above and behind Air Raid.

TEXT: Silverbolt-- Autobot air warrior (rank: 6).

AIR RAID: Shut up, Silverbolt, or I'll shove my saber down your air intake!

30 mm shells hit Air Raid's back, shattering the cockpit canopy.


Skywarp-- a black Me-263 rocket fighter with a blue skull and crossed sabers painted behind the cockpit-- dives, firing his 30 mm cannons at Air Raid.

The Autobot rolls to dodge the shells.

AIR RAID: If you shoot at me...

He transforms, detaches his radome (a disguised power saber guard) to extend the retractable blade, and activates the cutting mechanism. The Autobot rains FFARs as he climbs towards the Destronger.

AIR RAID: You better shoot to kill!

Skywarp psychokinetically detonates the FFARs four meters away from him. The undamaged Destronger-- in robot mode, armed with a power saber his left hand-- flies through the resulting fireball. Air Raid thrusts at Skywarp's spark core (the Transformer heart). The Destronger blocks the thrust; sparks fly from their swords.

SKYWARP: Is this the best you have?

AIR RAID: Yaaaa!

Air Raid thrusts repeatedly, trying to penetrate his defenses. Skywarp smiles as ASMs fly beneath him, towards the M4 3" (76.2 mm) antiaircraft guns defending the base.

SKYWARP: Your courage is impressive, but...

He detaches the leading edge of his right wing-- a second saber-- and throws it. Air Raid parries the sword, knocking it to the side. Skywarp psychokinetically guides the second saber through the air to stab Air Raid's back.

AIR RAID: Ahhhh!

SKYWARP: It is useless without the strength, skill, or intelligence to support it.

He psychokinetically guides the right saber into the cockpit, towards Air Raid's spark core, as the Destronger thrusts the left saber at the Autobot's breastplate.

Silverbolt appears above and behind Skywarp, firing six FFARs at the Destronger. Skywarp's left saber knocks the rockets into each other; the FFARs fly to his side before the warheads explode harmlessly behind him. Air Raid uses the distraction to pull Skywarp's right saber out of his back.

AIR RAID: Eat this!

He thrusts Skywarp's right saber at the Destronger. Sparks fly from Skywarp's right hand as it catches the blade.


He turns and projects kenki at Silverbolt, who rolls to dodge the attack.


Air Raid thrusts his own sword. Skywarp turns towards Air Raid, parries the thrust, and slashes at the Autobot's neck. Silverbolt rains FFARs on Skywarp's left arm, making him drop the sword.


Air Raid kicks him, knocking the Destronger towards the ground.

AIR RAID: You want more of this?!

He throws Skywarp's right saber at the falling Destronger.

Skywarp smiles and catches the sword.

SKYWARP: Your courage useless, but your wingman has the skill to support his. Perhaps I should recruit him.

He transforms and rockets away from the air warriors.

Air Raid frowns at Silverbolt.

SILVERBOLT: You can thank me later-- first we have to defeat the Cobra attack force.

Wild Bill fires the P-51D's .50 caliber machine guns, destroying a Kondor.


20 mm shells and 7.62 mm bullets reach for him. The P-51D rolls to dodge the attack.


He tracks the shells and bullets to their source, a rocket-assisted Antonov A-40 glider carrying a T-60 light tank.

WILD BILL: You got to be kidding me.

He and shoots off the A-40's right wing. The glider crashes, destroying the T-60.

Wild Bill's head turns to see Fw-200C-4 transport planes towing A-40s. The transports release the A-40s, which glide towards the AVG base.

WILD BILL: Eagle Three to Eagle's Nest. Enemy... flying tanks... detected at Sector Bravo 07 and are heading your way.

At the control tower, Doc frowns at the radio.

TEXT: Doc-- Greer, Carl W. Captain (O3), US Army.

DOC: Say again?

He looks up to see A-40s land three kilometers from the base.

DOC: Never mind.

Gung Ho runs to a guard tower near the gates. He watches T-60s detach from A-40s and charge towards the gates.

GUNG HO: That ain't fair.

The Chinese soldiers fire M1919A4 machine guns, M1903A1 rifles, and M1928 SMGs at the attacking T-60s; the bullets ricochet harmlessly off the tanks' armor.

Roadblock steps in front of guard tower and fires his M2E2 at a T-60; armor piercing incendiary bullets pierce the tank's thin armor, setting it on fire.


He turns and shoots, setting another tank on fire. The T-60s stop advancing; the Chinese soldiers take advantage of this and summon reinforcements.

A reinforcing soldier lays prone, aiming a Boys antitank rifle at a T-60. Kenki flashes in front of him; the rifle breaks in half.


His right hand falls off; blood shoots from the wound.


The Joes look up to see Nemesis fly overhead, followed by Royal Guards.

Nemesis and the guardsmen are former IJA servicemen with reptilian faces-- a side effect of Evilution. Each guardsman is armed with an AK-47 rifle, wears SN-42 body armor with a winged skull painted on it, and a rocket pack-- the Bell Rocket Belt will be reverse-engineered from it. Nemesis wears red armor; his katana and wakizashi (short sword) makes his spread arms resemble bat wings.

TEXT: Royal Guards-- Cobra-LA Manchukuo special operations force.

GUARDSMEN: Cobraaaa!

Nemesis leads the guardsmen towards the control tower.


He doesn't notice a T-60 fire its 20 mm cannon and coaxial 7.62 mm machine gun at him.

Air Raid lands between Roadblock and the tank to parry incoming 20 mm shells and 7.62 mm bullets, saving the Joe. Roadblock turns to see Autobot project kenki and destroy two tanks.

AIR RAID: Go help your friend! I'll take care of the tanks!

Roadblock runs towards the tower.

ROADBLOCK: Come on, Gung Ho!

Gung Ho stares at Air Raid before turning towards Roadblock.

GUNG HO: I'm glad you two are on my side.

He runs after Roadblock.

Duke parks a Willys MB "Jeep" in front of the tower. He turns, climbing over the seat to reach the rear-mounted M2E2. Duke fires the machine gun, hits two guardsmen's rocket packs, and transforms them into fireballs.

Nemesis projects kenki to destroy the M2E2 and blow Duke off the Jeep.

DUKE: Ahhhh!

He lies on the ground, beside the burning Jeep. Above him, Nemesis projects kenki at the tower. Duke covers his head as shattered glass falls on him.

DUKE: Gasp!

In the tower, Doc lies on the floor, beside dead and injured Chinese military officers. The Joe watches Nemesis and two guardsmen fly through the broken windows.

TEXT: Nemesis Enforcer-- real name unknown. Master, Arashikage Ninja Clan. Royal Guards Commander.

His katana points at Doc.


Tora sits in a Fw-200C-4 cockpit, watching the battle below. He presses a button to radio the Cobra soldiers.

TORA: Press forward! Do not dishonor your leader and yourselves by turning your backs to the enemy!

Silverbolt tracks the transmissions to the transport. Tora hears a sonic boom; he looks up to see the Autobot approach the bomber.

TORA: Noooo!

Silverbolt shoots at the transport's engines. Skywarp dives in front of the F-86D, parrying the FFARs to defend Tora.


He projects kenki at Silverbolt, who rolls to dodge the attack. The Destronger tracks the Autobot, projects his trajectory, and fires a mini-missile to hit Silverbolt.


He tumbles out of control towards the ground. Skywarp dives, his left saber reaching for the Autobot's spark core.

Silverbolt transforms; his hands catch the blade and stop the sword point a meter from his chest. The Autobot kicks Skywarp's left elbow, making him release the sword.


Air Raid lunges at Skywarp.

AIR RAID: Eat this!

Skywarp's right saber slams against the Air Raid's sword point, guiding Air Raid towards Silverbolt; the Autobots crash into each other.


AIR RAID: Get out of my way!

He turns to Skywarp, who kicks the Autobot's head.


Skywarp thrusts at his spark core. Silverbolt dives and shoots Skywarp's right knee, knocking the Destronger sideways; the sword cuts Air Raid's left shoulder, damaging him instead of killing him.

AIR RAID: Ah! You piece of slag!

He puts his left hand over Skywarp's right saber, immobilizing it as his sword thrusts into the Destronger's chest.


He kicks Air Raid, making the Autobot release him.


Silverbolt shoots at the weak point in Skywarp's armor, cut by Air Raid's sword. Skywarp smiles to hide his pain.

SKYWARP: I'm taking back my sword.

Air Raid shoots Skywarp in the back as the Destronger lunges at Silverbolt; Skywarp ignores Air Raid. Silverbolt targets Skywarp's face, but the Destronger slashes to destroy his pistol (the FFAR launcher).


Skywarp kicks his right shoulder, making Silverbolt turn in midair; the Destronger slashes to sever the Autobot's left arm.


Air Raid lunges at Skywarp, who turns and blocks the thrust. Skywarp smiles as Air Raid frowns.

BLUDGEON (RADIO): Skywarp, the Autobots are attacking the Xinjing base!

SKYWARP: I'll kill you next time.

He pushes Air Raid rearwards; then he somersaults backwards, transforms, and rockets into the sky.


In the Fw-200C-4 cockpit, Tora frowns at the radio.

TORA: General Skywarp, we're about to deploy paratroopers to capture the airfield...

SKYWARP: The Xinjing base is under attack. We need those paratroopers to repel the enemy attack. Retreat.

TORA: But...

SKYWARP: Obey me and live. Defy me and die.

TORA: Yes, General.

He changes frequency to communicate with Cobra soldiers.

TORA: Ronin, Ronin, Ronin!

The transports turn away from the AVG base as Curtiss P-40 Warhawk fighters-- Chinese reinforcements-- approach the base. The surviving T-60 tanks back away.

Roadblock looks up to see Nemesis rocket away from the control tower, followed by two guardsmen carrying Doc.


He targets the guardsmen. Nemesis glances at Roadblock and psychokinetically slams him against the tower.


Skywarp glances at the guardsmen carrying Doc; the Destronger fires four missiles at the damaged Silverbolt to distract the Autobots.

Air Raid dives in front of Silverbolt to parry the missiles, which explode. When the smoke clears, Skywarp is already out of range.

AIR RAID: Coward!

Skywarp escorts Nemesis and the guardsmen to Tora's transport, whose doors open to let the guardsmen carry their prisoner aboard.


SETTING: Xinjing.

Bomb craters cover a runway; fighters and bombers burn in their hangars, smoke rising from holes in the hangar roofs.

Smoke rises from a hole in the factory wall. Inside the factory, Bludgeon's right forearm-mounted 128 mm cannon (a disguised laser) fires. Booster rockets launch Grimlock, a robot Tyrannosaurus, over the incoming beam.

TEXT: Grimlock-- Earth-based Autobot Commander-in-Chief (rank: 8).


He fires two nose-mounted flamethrowers at the incomplete tanks behind Bludgeon. The Destronger steps backwards to shield the assembly line; blue flames cover him.


He jumps, kicks the side of Grimlock's head as the Dinobot lands, knocking Grimlock through a wall. The Dinobot lands on his back, outside the factory.


A hatch opens on Bludgeon's back to reveal a power nodachi (field sword) handle. Bludgeon draws the sword and slashes at Grimlock's neck.

Grimlock's teeth catch the sword blade; his toe claws slash Bludgeon's chest.


He pushes downwards, trying to break Grimlock's jaw. Slag, a robot Triceratops, charges towards the duelists.

TEXT: Slag-- Autobot scout (rank: 4).

His turret-mounted 20 mm cannons shoot Bludgeon's arms, damaging the servomotors.


Grimlock's head turns, pulling the sword out of Bludgeon's hands.


Slag rains 20 mm shells on his chest, knocking Bludgeon on his back. Grimlock marches into the factory to see slaves still working in the factory.

GRIMLOCK: Roarrrr!

SLAVE 1: Dragon!

SLAVE 2: Ahhhh!

Grimlock lets the slaves escape; then he sets the factory on fire.

In the motor pool, Leatherneck and three Chinese soldiers stick IEDs-- 75 mm shell casings partially filled with plastic explosives to form shaped charges, one end covered with double-sided tape-- on the parked tanks' engine compartments.

Snake Eyes stands in front of the motor pool gates. The ninja projects kenki to at an approaching T-34-85, blows off the commander's hatch, and throws a grenade into the turret. The grenade explodes, "cooking off" the tank's onboard ammunition.


Four tank riders-- Cobra soldiers riding on the engine compartment-- jump off the burning tank. One soldier lies on the ground, wounded in the explosion. Three soldiers face Snake Eyes; only one is brave enough to aim his AK-47 at the ninja.

The Chinese soldiers shiver as Snake Eyes projects kenki to kill the tank riders facing him. The ninja single-handedly defeated the motor pool guards and a company of Cobra soldiers reinforcing them; headless bodies surround him, painting the ground red.

LEATHERNECK: Be glad he's on our side.

He turns to Snake Eyes.

LEATHERNECK: Charges set!

He leads the Chinese soldiers out of the motor pool. Snake Eyes raises Silver Lightning-- a katana with an eagle head pommel, made of Cybertronian alloys-- serving as rearguard, before gliding after his comrades. Leatherneck presses a button on a walkie-talkie to detonate the IEDs, setting the tanks on fire.

Skydive-- a Gloster Meteor PR.10 reconnaissance plane-- launches a 1000 lb (450 kg) bomb at the control tower to destroy it.

TEXT: Skydive-- Autobot air combat tactician (rank: 5).

SKYDIVE: Airfield denied to enemy use. Next objective?

Four mini-missiles appear behind him.


He rolls to dodge the missiles. Skywarp appears above him, projects kenki, and hits the Autobot's left engine.


SKYWARP: Your next objective is to survive... if you can.

He dives, the left saber reaching for Skydive's spark core, the right saber ready to behead the Autobot. Slag shoots at on Skywarp, who slows down as he parries the incoming shells. Skydive transforms and fires his bomb launchers-- giant Enfield No 2 Mk I* revolvers.


He psychokinetically detonates the bomb in midair; when the smoke clears, Skydive is out of range. Skywarp hears mechanical noises; he turns to see Slag transform into a Skink air defense vehicle variant of the M4A1 medium tank as the Dinobot races away.

SKYWARP: You can run...

Skydive flies over Grimlock.

SKYDIVE: All objectives accomplished. I advise a tactical withdrawal.

A Kondor fires two ASMs at the Autobots. Skydive rolls to dodge one ASM, which explodes harmlessly upon the ground.


Grimlock's 90 mm cannon (a disguised plasma cannon) intercepts the second ASM; the plasma beam pierces the resulting fireball to hit the Kondor, destroying it. Skywarp rockets towards the Dinobot.

GRIMLOCK: Skydive not strong enough. Grimlock need stronger warriors.

He partially transforms-- his head and neck are extended so he could hold Bludgeon's sword-- and races away from Skywarp, towards Slag.

GRIMLOCK: Retreat, retreat, retreat!

Leatherneck and the Chinese soldiers ride in the Skink.

Aboard Tora's transport, Nemesis watches Snake Eyes somersault backwards, into the M36 turret.

NEMESIS: (Snake Eyes?!)

He watches Snake Eyes throws a .50 caliber ammo box in front of Grimlock. The box "explodes" to transform into a short-range spacebridge. Grimlock turns to face Skywarp, serving as rearguard, as Slag and Skydive escape through the spacebridge. Skywarp fires mini-missiles as Grimlock backs into the spacebridge, which self-destructs after the Dinobot escapes; the missiles explode harmlessly upon the ground.

SKYWARP: But you can't hide.


SETTING: A bunker.

Doc-- cuts covering his naked body-- is chained to a metal chair. Tora slides a katana blade against Doc's left cheek. Doc's teeth clench silence a scream; then Tora slaps him.

DOC: Ah!

Blood flows down his face. Tora holds the katana in front of Doc's eyes.

TORA: Speak! Why did your president send your unit, your "GI Joe" here?! What is your mission?!

Doc smiles.

DOC: GI Joe's here because they're the best we have. They charge into the worst situations imaginable because that's where we need them most. When the going gets rough, they need someone tough to get them going-- and they get what they need. I'm the Joes' main man, but I'm one of many; another will take my place and lead the Joes to victory.

Tora sheaths the sword; then he kicks Doc, knocks over the chair, and slams the Joe's head against the floor.

DOC: Ah!

Tora draws a bayonet, straddles Doc, and cuts out the Joe's left eye.

DOC: Ahhhh!

Tora throws the eyeball behind him; the eyeball lands at Nemesis' feet.


Tora stands up and turns to Nemesis, who projects kenki, beheads Doc, and showers Tora with the Joe's blood.

TORA: Ah! You filthy peasant!

He draws the sword, but Nemesis psychokinetically pulls it out of his hands.

TORA: Gasp!

Nemesis draws his own swords as he psychokinetically points Tora's sword at the warlord's left eye.

TORA: How dare you?! I'm your master!

Nemesis uses Japanese Sign Language.

TEXT: The Arashikage chose you as our master for your courage in Operation Chahar, declaring your scars as giving you a tiger's strength. But the shrapnel seems to have cut your soul; your cruelty proves you unworthy of the Arashikage's loyalty.

The bunker doors open; Skywarp appears behind Nemesis.

TORA: General Skywarp, help me! Nemesis Enforcer has betrayed me-- betrayed Cobra and the Destrongers!

SKYWARP: Don't worry, Tora. Nemesis Enforcer is under my command; he won't damage your frame unless I order him to.

TORA: But I created the Royal Guards! I command...!

Skywarp psychokinetically lifts him off the floor, squeezes, and breaks Tora's legs.

TORA: Ahhhh!

SKYWARP: You're no longer useful as a warlord... but you may be useful as a warrior. Mindbender!

Nemesis frowns at Mindbender as the doctor enters bunker, followed by two guardsmen.

TEXT: Doctor Mindbender-- real name unknown. Director, Evilution Program-- research to create super soldiers by recombining human and animal DNA. Retired colonel (O6), SS.

He examines Tora.

MINDBENDER: The risk is greater for a man his age, but his physical condition is excellent. I calculate he has a 56 to 60 percent chance of surviving the process.

He turns to the guardsmen.

MINDBENDER: Bring him to my laboratory.

The guardsmen reach for Tora.

TORA: Noooo!


SETTING: Kunming.

In a hangar, Air Raid is repairing Silverbolt's left arm.

AIR RAID: What do you think?

Silverbolt's arm moves stiffly-- the elbow won't bend at the joint.

SILVERBOLT: The LR-5 servomotor is missing.

Air Raid frowns.

AIR RAID: Shock!

He scans at his workstation, grabs a servomotor, and installs it in Silverbolt's upper arm. Silverbolt attaches two cables to the motor-- the arm is now able to move naturally.

Air Raid looks down upon Gung Ho and Roadblock.

AIR RAID: We can get you to the Decepticon base, but Skywarp will be ready this time-- we may arrive to find Doc in pieces and us with no means of escape.

ROADBLOCK: We got to take the risk. We can't abandon Doc.

GUNG HO: I'm with him. I ain't letting those ugly bastards get away with this.

Air Raid smiles.

AIR RAID: That's what I'm talking about. I say we strike now, before Bludgeon is repaired and the Cobra base gets reinforcements.

SILVERBOLT: We should wait for Skydive and Grimlock to finish their conference with Elita One-- we need their help.

AIR RAID: Don't be...

The Autobots hear mechanical noises, and look up.


The hangar doors open to let them rocket into the sky. An arm extends from the Me-263 to throw a coffin at the control tower.

AIR RAID: Incoming!

He psychokinetically suspends the coffin in midair as Skywarp rockets away. Air Raid's HUD reads, "SPECTRUM ANALYSIS: NEGATIVE".

AIR RAID: It's not a bomb?

Air Raid psychokinetically opens the coffin.

AIR RAID: Shock!

Gung Ho and Roadblock run to the tower.

GUNG HO: What in hell is that?!

Air Raid lands and puts the coffin on the ground. Silverbolt lands beside him.

SILVERBOLT: It's a psychological weapon.

The Joes see Doc's mutilated body in the coffin.

GUNG HO: Gasp!

ROADBLOCK: Doc! Noooo!

He kneels in front of the coffin.


TEXT: Summer, 1941.

In a bunker at Ft Myer, Elita faces a hologram projector displaying Duke, Grimlock, and Skydive's images.

TEXT: Elita One-- Autobot combat engineer (rank: 6).

ELITA: Sledgehammer performs well in field exercises with our allies, but there's no guarantee his performance will be as good in actual combat.

GRIMLOCK: Joes say, "Training is bloodless battle, battle is bloody training." Train prototype more, make him ready, make him brave when facing Starscream.

ELITA: I'll transfer this message to Hawk.

DUKE: Isn't a prototype... a Cybertronian child?

ELITA: A development, network interaction, physical interaction, and integration period-- what you call, "childhood"-- is a luxury we can no longer afford. Skydive?

SKYDIVE: We need more flyers to counter the Decepticons' air supremacy.

ELITA: I'll ask Slingshot if he's willing to be converted into a flyer. Duke?

DUKE: We, the Joes, need weapons like the Panzerfaust rocket launcher. We're lucky Cobra sent light tanks this time, but...

ELITA: I'll give your detachment priority for the new Shoulder-launched Multipurpose Assault Weapons.

Grimlock and Skydive's heads turn as they receive Silverbolt and Air Raid's warning.

GRIMLOCK: Battle stations!

The projector stops displaying his hologram as the Dinobot exits the bunker at Kunming.

ELITA: Looks like you have work to do. Elita One out.

DUKE: I need...!

Elita shuts off the projector and covers her face in shame.

ELITA: Forgive me, Optimus... I've become a monster to fight monsters.

Hawk stands on a hill, watching Sherman tanks face captured PzKpfw VI Ausf. E Tiger heavy tanks in a field exercise. A shadow reaches for Hawk, who draws a pistol and turns to see Wheeljack step out of the forest behind him.

HAWK: How...?

TEXT: Wheeljack-- Autobot mechanical engineer (rank: 6).

WHEELJACK: I'm testing an electronic device designed to cancel out noises I make.

He transforms into a Cadillac Series 61 convertible as Hawk holsters the pistol. They watch Sledgehammer, a M7 Priest self-propelled howitzer "manned" by holographic soldiers, drive past the Sherman tanks. A Sherman commander shakes his fist at Sledgehammer.

SHERMAN CMDR: You crazy fool!

HAWK: Are we ready for the coming war?

WHEELJACK: No one can ever be ready for war-- what happens is beyond anyone's expectations. The Autobots didn't expect Megatron to launch the surprise attack on the Capitol, killing every member of the Council of Elders. Megatron didn't expect the Autobots to survive the decapitation strike, or to become stronger by recruiting members of the worker class.

HAWK: And we didn't expect to fight mechanical giants from outer space.


A Tiger crashes into Sledgehammer.


Arms extend from the M7 to lift the Tiger off the ground.



Hawk enters convertible, which drives towards Sledgehammer.


TEXT: Fall, 1941. Gunkanjima (Battleship Island), Cobra-LA Japan.

Midnight. Two Chariot Mk II manned torpedoes with cargo compartments replacing the warheads-- carrying Gung Ho, Leatherneck, Shipwreck, and Snake Eyes-- surface and approach the coast. The Joes anchor the Chariots underwater and out of sight. They surface to scan the coast, and wade ashore. The Joes remove their wetsuits to reveal Cobra Army uniforms, put their scuba gear on the ground, and scoop sand on top to bury them.

The Joes inspect their weapons-- a captured Mosin-Nagant M1891/30 sniper rifle, three PPSh-41 SMGs, four TT-33 pistols, grenades, and bayonets. Gung Ho, Leatherneck, and Shipwreck put on NVG. Gung Ho points at the Terrordrome hovering over Nagasaki, 15 kilometers away, and turns to Shipwreck.

GUNG HO: Intel says the strongest Decepticons, ones can destroy a battleship with one shot, are in that flying fortress. You ready for this, Squid?

Shipwreck smiles.

TEXT: Shipwreck-- Delgado, Hector X. Chief Petty Officer (E7), US Navy.

SHIPWRECK: I was born ready. Are you ready, Jarhead?

Gung Ho smiles. The Joes march towards a coal mine. The guards aim SMGs at the Joes as they approach the gate.

GUARD: Halt! Who goes there?

Snake Eyes glides to the gate, uses his finger to hit pressure points on the guards' necks, and knocks them unconscious. The ninja carries the guards to a latrine, locks them inside, glides back to the gate, and waves at Gung Ho, Leatherneck, and Shipwreck. Shipwreck whispers to the marines.

SHIPWRECK: How does he do that?

GUNG HO: I don't know, but I'd love to learn that trick.

LEATHERNECK: I've seen him do this dozens of times, and I still can't figure it out.

The Joes march into the mine, which is guarded by Cobra soldiers but otherwise abandoned.

GUNG HO: Only a squid is stupid enough to put a bomb shelter in a coalmine. One spark and... Boom!

SHIPWRECK: What happened to the coal miners?

Armored doors block their path. Snake Eyes puts his left hand on the lock to psychokinetically unlock the doors. The Joes march through the doors to enter a lab. Nutrient tanks line the walls; computer consoles flank the doors.

SHIPWRECK: What in hell?


He draws his sword, which reflects light from a nearby monitor, onto the tanks. The Joes see the tanks' contents-- miners in induced comas as their DNA is being recombined, transforming them into Vipers.


GUNG HO: You just answered your own question.

The doors open; Mindbender enters the lab. Gung Ho, Leatherneck, and Shipwreck target the doctor.

MINDBENDER: What is the meaning of this?!

Snake Eyes projects kenki at him. Nemesis steps in front of Mindbender and projects a psychokinetic shield to block the attack.


He runs away. Snake Eyes lunges; Nemesis blocks the thrust.

NEMESIS: (Traitor! How dare you strike at our benefactor!)


The other Joes shoot at Nemesis, who draws his wakizashi to parry the bullets. A bullet ricochets, shattering a nutrient tank overhead.


He falls on his back, barely dodging the dead Viper falling out of the tank; nutrient fluids soak his clothes. Snake Eyes glances at the Joes.


He draws a bayonet to counter Nemesis' two swords style, his powerful attacks forcing the guardsman to back out of the doorway.


GUNG HO: But...!

LEATHERNECK: He can take down this monster, but we can't! Abort!

GUNG HO: Damn it!

He grabs Shipwreck's arm, helps the seaman to his feet, and pulls Shipwreck out of the lab. Leatherneck covers the two as they run out of the mine; he turns to see Snake Eyes fighting Nemesis as guardsmen come to help their commander.

LEATHERNECK: Snake Eyes, abort!

Snake Eyes answers by throwing shuriken (handheld swords/throwing knives) over Nemesis' shoulder to attack the guardsmen behind his opponent. The shuriken hit the guardsmen's throats. Nemesis hears the dead guardsmen fall onto the floor.


He projects kenki; Snake Eyes jumps to dodge it. Leatherneck targets Nemesis; then the kenki collapses the support beams in front of the Joe, blowing him off his feet and sealing the ninja inside the mining tunnel.


He sits up to see his sniper rifle broken in half, cut by kenki; he almost lost his left arm.


He throws aside the useless rifle, draws a pistol, and runs after Gung Ho and Shipwreck.

At the mine entrance, the Joes are taking cover behind support beams as they shoot at approaching Cobra soldiers.

GUNG HO: Good news-- we only have to shoot in one direction.

SHIPWRECK: Bad news-- they only have to shoot in one direction.

20 mm shells rain on the Cobra soldiers.

LEATHERNECK: Not anymore.

Slingshot-- a Vought XF5U-1 Flying Flapjack experimental fighter-- lands in front of the mine. Keelhaul exits the cockpit; then Slingshot transforms to robot mode.

TEXT: Keelhaul-- Colby, Everett P. Vice Admiral (O9), US Navy.

KEELHAUL: One, two, three... Where's Snake Eyes?

LEATHERNECK: He's in the mine! It's closed off-- I can't help him!

KEELHAUL: He's in God's hands now! We must get out of here!

Fireflight-- a P-51H Mustang-- flies overhead, pursued by mini-missiles. The Autobot tumbles as he transforms to fly backwards. His external fuel tanks (disguised laser pistols) intercept the missiles.

The Joes look up to see Blastoff-- a Messerschmitt Me-262C-1a Schwalbe (Swallow) rocket-assisted jet fighter-- fly through the resulting fireball, transform, draw a power claymore (great sword), and slash. Fireflight somersaults backwards to dodge the attack; the Transformers engage in hand-to-hand combat.

SHIPWRECK: I'm not arguing with that.

The Joes squeeze into Slingshot's cockpit.

GUNG HO: Get your hands off me, Squid!

SHIPWRECK: I can't! You're sitting on them, Jarhead!

The Autobot transforms and rockets away from Gunkanjima.

Vortex-- a Mil Mi-24A Hind attack helicopter-- appears above and behind the XF5U-1. In Slingshot's cockpit, Leatherneck-- facing rearwards-- watches Vortex fire two 9M17M Falanga ATGMs.

LEATHERNECK: Incoming, six o'clock!

Slingshot dives as the ATGMs explode, showering him with shrapnel.


Vortex dives, firing his 12.7 mm machine gun (a disguised laser). In the XF5U-1, Leatherneck watches the beams scorch Slingshot's armor.

LEATHERNECK: Our Father which art in heaven...

SHIPWRECK: Hallowed be thy name...

20 mm shells and .50 caliber bullets rain on Vortex.


The Joes look up to see a Grumman F6F-5N Hellcat night fighter squadron dive towards the Combaticon.


Vortex shoots. The beam hits a Hellcat's fuel tanks, which explode.


His plane tumbles out of control, towards the sea. The other Hellcats climb away from Vortex, turn around, and launch another attack.

VORTEX: Next time...

He fires two ATGMs and remote detonates them; the resulting fireballs conceal the Combaticon as he turns and rockets away from the Hellcats. Another Hellcat squadron arrives and escorts Slingshot to the USS Flagg, an Essex class aircraft carrier.


SETTING: The mine.

Snake Eyes kicks against a wall to launch himself towards Nemesis, whose wakizashi blocks the thrust.

SNAKE EYES (TELEPATHICALLY): (Mindbender robbed me of my face, my voice, transforming me into a monster! How dare you rob me of my vengeance!)

Nemesis thrusts his katana; Snake Eyes glides backwards to dodge the attack.

NEMESIS: (To lose a face, a voice, is nothing compared to betraying your loyalty to the Clan and losing your honor!)

He lunges. Snake Eyes psychokinetically throws him backwards, slamming Nemesis against the floor.


SNAKE EYES: (There's no honor in being a monster!)

His sword points at Nemesis' heart; he lunges. Nemesis psychokinetically lifts Snake Eyes off the floor and slams the ninja against the ceiling.


Nemesis' sword points at Snake Eyes' heart; he lunges. Snake Eyes blocks the attack and kicks Nemesis' abdomen.


The attack throws him down the tunnel, out of sight. Snake Eyes, now free, lands on his feet.

NEMESIS: (You dare insult the Clan? Insult Nightbird, who is mother to the Clan?)

SNAKE EYES: (What has Mindbender done to Nightbird?!)

He sees a light, and glides towards it. The light frames an armored door. Snake Eyes projects kenki to shatter the door, revealing the light source-- energon cubes powering a spacebridge.

Nemesis stands in the spacebridge, facing Snake Eyes.

NEMESIS: (Follow me if you wish to learn.)

Snake Eyes lunges; Nemesis blocks the attack. Light beams towards the ceiling as the spacebridge activates.


TEXT: Aokigahara (Green Wood Field). Base of Mount Fuji, Cobra-LA Japan.

Light beams into the sky as Snake Eyes and Nemesis appear in a spacebridge and engage in hand-to-hand combat. Nemesis somersaults backwards, out of the spacebridge. Snake Eyes glides out of the spacebridge, after Nemesis, to find himself in a clearing. Guardsmen-- Arashikage ninja whose DNA was recombined-- surround Snake Eyes, who expresses no fear as their katana point at him.

SNAKE EYES: (Where's Nightbird?)

NEMESIS: (Give me your sword, and I'll give you the answer you seek.)

TEXT: Arashikage Dojo.

Snake Eyes' hands are tied behind his back. Guardsmen stand behind him, their sword points touching his back, as Nemesis leads them to the dojo.

A blindfolded middle-aged man-- Blind Master-- glides through the doors, followed by three blindfolded ninja. Nemesis' arms extend to present Silver Lightning as he bows. Blind Master draws the sword, slashes, listens to the blade whisper as it cuts through air, and sheathes the sword.

BLIND MASTER: Snake Eyes. Have you returned to atone for the Grandmaster's murder?

SNAKE EYES: (I didn't kill Makoto, I avenged him. One of Cobra's Decepticon allies killed Makoto.)

BLIND MASTER: What proof do you have to support this claim?

SNAKE EYES: (I assume you recovered and examined his body after the Fera Islands mission. Makoto's back bore cuts from metal claws, a weapon I didn't have. His right leg was cauterized as it was severed; only a laser weapon can cause such a wounds.)

NEMESIS: (I confirm the Grandmaster's body bore such wounds, but the Yankees' Autobot allies also have such weapons. It's possible an Autobot killed the Grandmaster at Snake Eyes' request.)

SNAKE EYES: (And what of the Decepticon I destroyed, the mechanical tiger whose wreckage I left near Makoto's body?)

NEMESIS: (I found no such wreckage when I found the body. I found the earth and stones beside him scorched, with metal deeply embedded in them, but such marks may be from a destroyed artillery piece instead.)

BLIND MASTER: Put Snake Eyes in the Pit while we discuss his fate.


SETTING: Gunkanjima.

Spyders (small four-legged robots) crawl around the lab, examining the shattered nutrient tanks and the dead Vipers inside.

Four spyders carry a hologram projector, displaying Skywarp's image, behind Mindbender.

SKYWARP: How severe is the damage to the project?

MINDBENDER: An estimated five to eight months delay, depending on your ability to repair or replace the damaged equipment and acquire test subjects.

SKYWARP: You have three months.

MINDBENDER: But it's impossible...!

SKYWARP: Make it possible. If you can't, Bludgeon or I will takeover the project and use you a test subject.

Mindbender examines a dead Viper's face.

MINDBENDER: I must acquire a suitable genetic sample from one of Evilution's first generation subjects-- Arashikage Makoto.

SKYWARP: The one honored with the title of Storm Shadow? You know he's dead-- crushed under Grimlock's toe claws.



SETTING: Aokigahara.

Morning. Snake Eyes, his hands still tied behind his back, sits in a bronze urn buried underground. Bronze bars form the lid, letting guardsmen look down upon him.

The guardsmen bow to a kunoichi ("one of nine," slang for "female ninja")-- Nightbird-- approaching the urn.

TEXT: Nightbird-- real name unknown. Master, Arashikage Ninja Clan.

NIGHTBIRD: Leave us.

The guardsmen glide out of sight. Nightbird stands in front of the bars, draws her katana, and points it downwards, ready to kill the imprisoned ninja.

SNAKE EYES: (You gave Makoto your love?)

NIGHTBIRD: Hard Master arranged the union after you deserted the Clan, but the love between Makoto and I was real. Tell me, did you murder my husband?


Laser beams flash 300 meters away. Nightbird turns to see the dojo burning.

NIGHTBIRD: What the...? Is this an Autobot trick?!

Bludgeon lands on the dojo roof, collapsing it. Two Bachem Ba-349 Natter (Viper) rocket fighters dive and transform into robots with chest-mounted Föhn 73 mm rocket launchers.

TEXT: Battle android trooper (BAT).

They fire forearm-mounted 30 mm cannons at the guardsmen charging from the forest, towards the burning building.

SNAKE EYES: (Release me! I'll protect you!)

Blind Master, his blindfold torn off to reveal transparent eyelids and eyes with vertical pupils, leads his apprentices toward Nightbird. The ninja zigzag as they glide to evade gunfire.

BLIND MASTER: Protect Lady Nightbird!

Bludgeon projects kenki to blast him and his apprentices in half.


NIGHTBIRD: Blind Master!

Nightbird lifts the urn out of the ground, holding it over her left shoulder as she glides away.

Mindbender sits inside a BAT cockpit, watching the dojo burn.

MINDBENDER: No! You destroyed the sample in your bloodlust!

BLUDGEON (RADIO): The sample you seek is safe from the fire; I don't sense its presence here. The sample is...

The Destronger turns to see Nightbird disappear behind a tree.


Nemesis appears in front of Bludgeon, his sword pointing at the Destronger's left optic.

Nightbird glides through a tunnel, towards an underground chamber. Two blindfolded kunoichi-- Jinx and Firefly-- step out of alcoves beside the chamber door, and bow to Nightbird.

KUNOICHI: Lady Nightbird.

NIGHTBIRD: The Autobots have destroyed the dojo and killed Blind Master. They'll certainly begin hunting us like wild dogs. We must escape to the spacebridge and warn the Colonel.

SNAKE EYES: (No! Our enemy is the Decepticons who built the spacebridge! We must find another way to escape!)

NIGHTBIRD: Silence! I won't let you insult our Destronger masters without proof!

SNAKE EYES: (They call themselves Destrongers now?)

Nightbird enters the chamber and puts down the urn. She approaches an incubator surrounded by computer consoles, opens the incubator, and reaches for the baby inside.

NIGHTBIRD: My son...

JINX: Milady!

Nightbird, her left hand holding the baby and the right gripping her katana, turns to see Snake Eyes standing on top of the open urn, his hands free. The kunoichi point katana at Snake Eyes.

SNAKE EYES: (Mindbender must be seeking to use the child as one of his test subjects; he'll kill you and everyone in the Clan to possess the child.)


She looks up and somersaults backwards as the chamber ceiling collapses, crushing the incubator and the consoles. The ninja's backs are against the wall, staring at the Destronger now standing in the chamber.

Bludgeon's HUD project crosshairs over the baby in Nightbird's arm.

BLUDGEON: Give me the genetic sample-- Arashikage Makoto's son.

NIGHTBIRD: You... You're a Destronger!


He throws the urn at Bludgeon, who turns and cuts it in half. Nightbird jumps through the hole in the ceiling to land outside, followed by Snake Eyes and the kunoichi.

Bludgeon rockets out of the chamber and lands in front of Nightbird. Snake Eyes somersaults backwards to kick a treetop, uprooting the tree and slamming it against Bludgeon's back.


NIGHTBIRD: Snake Eyes!

She throws something, wrapped in the baby's blanket, into Snake Eyes' hands. The ninja glides away, followed by Bludgeon.

BLUDGEON: Accursed human!

Nemesis, his body blasted in half at the waist, sees Snake Eyes glide towards the dojo.

NEMESIS: (Snake Eyes!)

He throws Silver Lightning toward Snake Eyes, who catches the sword; then Nemesis breathes his last breath.

SNAKE EYES: (Rest in peace, Sword Brother; your duty is done.)

Mindbender's BAT is scanning a hidden chamber under the dojo ruins. The BAT turns to let Mindbender see the approaching Snake Eyes.

MINDBENDER: Subject 308!

Snake Eyes jumps as Bludgeon projects kenki, which beheads the BAT instead of ninja.



TEXT: Gunkanjima spacebridge.

Nightbird and the kunoichi exit the spacebridge to see Cobra soldiers targeting them.

NIGHTBIRD: We are Arashikage ninja, Colonel Mindbender's bodyguards. Lower your weapons.

An AK-47 fires a burst, hitting her legs.


She falls towards the ground. Tora-- now a bipedal tiger wearing SN-42 body armor, smoke rising from his AK-47 muzzle-- lunges to grab the baby.

TEXT: Tora. Viper prototype-- a soldier whose DNA was recombined to let him resist the effects of nuclear, biological, and chemical weapons.

KUNOICHI: Lady Nightbird!

The soldiers fire, hitting Jinx's left shoulder and Firefly's abdomen.



A loudspeaker on Tora's breastplate broadcasts Skywarp's voice.

SKYWARP (LOUDSPEAKER): Tora, bring the sample-- the child-- to the lab and await Mindbender's return. Execute the ninja.

NIGHTBIRD: General Skywarp? The Clan served you and your predecessor with loyalty and honor. Why...?

SKYWARP (LOUDSPEAKER): You reported that a ninja deserted your clan and now serves GI Joe. Can we be certain others won't think of desertion and betrayal in the coming battles? We can't; logic dictates replacing you with warriors programmed to be incapable of such thoughts. The child will have the honor of being one of these warriors... if he survives the process.

The spacebridge reactivates.

TORA: Grrrr!


Snake Eyes throws a log, wrapped in the baby's blanket, at Tora's head. Tora shoots, the bullets disintegrating the log as it flies towards him; then Snake Eyes lunges, his sword piercing the loudspeaker, the breastplate, and Tora's heart. The loudspeaker buzzes as Tora releases the baby. Snake Eyes catches the baby and runs along the ceiling and walls, slashing and stabbing the Cobra soldiers in the room.

The ninja stands in front of Nightbird.

NIGHTBIRD: Leave me... You must to save my son... the Arashikage Ninja Clan's future Grandmaster.

SNAKE EYES: (He is Makoto's son?)

Nightbird turns to see Firefly breathe her last breath.

NIGHTBIRD: Jinx? Firefly?

Jinx uses a kunai-- tool used for digging and prying, also used as a throwing knife-- to remove the bullet from her shoulder, tears off her left sleeve, and uses it to bandage the wound.

JINX: Firefly is dead, but I can still fight.

The spacebridge reactivates.

NIGHTBIRD: Go with Snake Eyes. Hurry!

Bludgeon appears in the room. Jinx puts her hand on Snake Eyes' shoulder and pushes him out of the room.

The Destronger looks down upon Nightbird.

NIGHTBIRD: Wait for me, Makoto.

She spreads her arms and pyrokinetically detonates the energon cubes.


A fireball consumes the kunoichi and the Destronger.


The room collapses, burying him underground.

Outside the mine, Snake Eyes and Jinx-- her left arm lying uselessly beside her-- fight off Cobra soldiers as they run towards the beach. Snake Eyes turns towards Nagasaki; the Terrordrome has disappeared.

SNAKE EYES: (Where's the Destrongers' flying fortress?)

JINX: Where are the manned torpedoes?! We must escape before the Destrongers return!

Fireflight rises from the sea to rain .50 caliber bullets on the pursuing Cobra soldiers.

FIREFLIGHT: Snake Eyes, hurry!

He partially transforms-- his legs are extended to let him stand on the seabed-- and opens the cockpit canopy. Snake Eyes somersaults forwards to land in the P-51H cockpit, sheathes his sword as he turns, and extends his hand.


Jinx imitates Snake Eyes to land in the cockpit. Fireflight jumps, retracts his legs, and rockets into the sky.

FIREFLIGHT: Who are your companions?

SNAKE EYES: (Tell the Autobot your name. You must trust him and win his trust, or Nightbird's sacrifice will be in vain.)

Jinx removes her blindfold to reveal eyes like Blind Master's.

JINX: I'm Jinx, a journeyman of the Arashikage Ninja Clan. The child is the son of our late Grandmaster, and will inherit that position. I beg you, please defend him from General Skywarp.


Snake Eyes uses American Sign Language.

TEXT: You were waiting for me?

FIREFLIGHT: Actually, I dived underwater, remote detonating my rockets to create the illusion that I exploded when I crashed, and waited for the Decepticons to abandon their search.

TEXT: They call themselves Destrongers now.

FIREFLIGHT: Destrongers... Decepticons Stronger. Sounds like one of Starscream's ideas. Anything else we need to know?


TEXT: Winter, 1941.

In a bunker at Ft Myer, Hawk faces a hologram projector displaying Duke's image.

HAWK: Do you have another opportunity to capture an Enigma machine?

DUKE: No. Since the Gunkanjima mission, Cobra and the Decepticons have increased the security around their command centers, installing automated gun turrets that deploy from the ceilings, and firewalls that deploy form the walls to trap intruders. To disarm these defenses, a Cobra officer must be implanted with a bioelectric transmitter using his spine as an antenna, and because each person's bioelectric signature is unique, these transmitters become useless once they're removed from a Cobra officer's body.

HAWK: What about Snake Eyes' new apprentice, the Royal Guards deserter?

DUKE: Kamakura? He photographed the Xinjing base's command center's defenses just as they were deploying, and barely escaped with his life. If someone that skilled had to flee in the face of such defenses...

HAWK: Understood. Can you think of another way to decrypt Cobra and Decepticon transmissions? We must...

In a hangar at the AVG base, Duke watches Hawk's image flicker before the projector displays the words "HAWK: SIGNAL LOST".

DUKE: What...?

In the bunker, Hawk draws a M1911A1 as he dives behind his chair. Sunlight shines through a hole in the ceiling, revealing a BAT standing in the bunker. The BAT's 30 mm cannons target Hawk; then robot hands reach through the hole, and pull the BAT out of the bunker. The BAT's severed limbs falls back into the bunker; its severed head rolls in front of Hawk.

Hawk approaches the hole and looks up to see Elita.

ELITA: Are you functional, Hawk?

HAWK: Yes.

ELITA: Then evacuate to a safe location while I trace the drone's transmissions to its controller, and destroy him.

In the motor pool, Bludgeon is psychokinetically lifting the Sherman tanks off the ground and throwing them at garages, destroying them. Reinforcements-- Joes flanking Sherman tanks-- arrive and fire at Bludgeon, but the Destronger's sword spins to shield him, parrying incoming 76 mm shells, .50 caliber and 7.62 mm bullets. BATs fly overhead and fire rockets at the thin armor on the tanks' roofs, destroying them and forcing the Joes to retreat.

Wheeljack's vehicle mode drives towards Bludgeon. The Autobot's trunk opens to deploy a T72 4.5" (114 mm) rocket launcher, which rains rockets on the Destronger to overwhelm his defenses.

BLUDGEON: Roarrrr!

He falls on his back. A BAT jumps over Bludgeon's falling frame; its HUD reads, "TARGET LOCKED" as it rains rockets on Wheeljack, blasting a hole in the Autobot's hood as he lands.


A laser beam pierces the BAT's breastplate.

BAT: Howl!

Its reactor meltdowns, destroying it.

Booster rockets launch Elita-- a silver General Motors Firebird III turbine-powered car-- off the ground.

ELITA: Yaaaa!

She transforms in midair, draws two laser pistols, and rains beams Bludgeon, scorching his armor.

ELITA (RADIO): Wheeljack, run!

Metal grinds against metal as Wheeljack transforms.


He takes a knee and draws his laser rifle as Elita engages three BATs in hand-to-hand combat.

WHEELJACK: No! I won't abandon my friends in battle!

He shoots to behead a BAT, but its chest and back-mounted sensors allow it to continue fighting. The headless BAT turns and shoots at Wheeljack, who ducks; 30 mm shells graze his helmet and pauldron.

ELITA (RADIO): You're useless to me!

She shoots the headless BAT in the back; the beam pierces the backplate to hit the reactor, which meltdowns.

A second BAT fires two rockets at Elita, whose pistol barrels slam against the rockets' fuselages, knocking them towards a third BAT's chest.

ELITA (RADIO): If you want to help, go help the Joes!

The third BAT explodes as Elita kicks the second BAT's left knee to sever the leg. Elita shoots a rocket in the falling BAT's chest, detonating it and blasting the second BAT to pieces.

Bludgeon rolls forwards, onto his feet.

BLUDGEON: Roarrrr!


Bludgeon slashes horizontally. Elita jumps over the kenki, but Bludgeon jump kicks to hit her abdomen, slamming her into the ground.


Bludgeon lands in front of her, holding the blade against her gorget.

BLUDGEON: We Destrongers are the strongest warriors in the galaxy! You Autobots are not warriors; you're construction workers playing with weapons.

Wheeljack targets him. Bludgeon holds his left hand in front of the Autobot and psychokinetically lifts Wheeljack off the ground.


Bludgeon pyrokinetically sets him on fire. Flames shoot out of the hole in Wheeljack's hood (his robot mode's breastplate).


His reactor meltdowns, killing him.

ELITA (THINKING): (I'm sorry, Wheeljack.)

BLUDGEON: War... Do you even understand the meaning of this word?

Static clouds Elita's optics as she looks over Bludgeon's shoulder to see Optimus' face. The static clears to show Silverbolt-- now a Convair F-106A Delta Dart jet fighter-- dive and fire two AIM-4 Falcon AAMs at the Destronger.

Bludgeon turns and projects kenki to intercept the AAMs, which explode overhead, showering him with shrapnel.


Her leg rises to kick Bludgeon's chin.


Elita's leg continues rising as she somersaults backwards to land on her feet. She runs around Bludgeon, raining laser beams on the Destronger as Silverbolt transforms, draws his rifle-- two AIM-4 launch tubes flanking a M61A1 Vulcan-- and shoots.


TEXT: Norfolk Naval Shipyard, Virginia. United States of America.

The Flagg is docked beside a transport ship.

TRANSPORT CAPT: Abandon ship!

The transport's crew complies; then a short-range spacebridge is activated in the hold, blasting a hole in the deck.

In the hold, Grimlock's vehicle mode drives through the spacebridge, followed by Slag's. Slingshot and Fireflight's fighter modes dive towards the spacebridge; then 73 mm rockets rain on them.


The fighters roll to dodge the incoming rockets, and climb to engage a BAT squadron. The Flagg's antiaircraft gunners begin to fire.

A shark skeleton-like dreadnought is in geostationary orbit over the shipyard.

TEXT: Nemesis-- Decepticon dreadnought.

In the main bridge, Skywarp stands in front of the flight controls. Six monitors flank the windscreen. Monitor 01 shows reentry pods fall from the bomb bay/hangar; 02 shows the pods split open to reveal BATs. Monitor 04 shows an overhead view of BATs strafing on the Flagg, setting the carrier on fire.

Monitor 05 displays images from a BAT's cameras. Bumblebee's vehicle mode is leading the BATs away from Ft Myer. Arms extend from the WLA to fire laser pistols at six pursuing BATs.

SKYWARP: BAT Flight 9, abort pursuit of Autobot, I say again, abort pursuit of Autobot. Your mission is to destroy Target Anton, I say again, your mission is to...

He turns around and projects kenki at Air Raid, who also projects kenki. The attacks neutralize each other, blasting a hole in the floor section between the Autobot and the Destronger.

AIR RAID: Your ship looks like slag. It's no wonder your command over your drones is also slag.

Skywarp smiles.

SKYWARP: We cannibalized the Nemesis to construct a weapon that will terrorize you in the coming battle... if you survive this one.

The duelists lunge; sparks fly from their blades as they parry each other's attacks. They don't notice an invisible Gloster Meteor-- the active camouflage-equipped Skydive-- climb towards the dreadnought.



Joes escort Hawk through a tunnel, which leads from the bunker to the Potomac River. Light flashes overhead to reveal Grimlock falling towards the tunnel's camouflaged entrance.

HAWK: Ahhhh!

Grimlock's booster rockets launch him sideways, letting him land in front of Hawk. The Joes target the Autobot.

HAWK: Lower your weapons, all of you!

The Joes reluctantly comply. Hawk faces Grimlock.

HAWK: How'd you get here so fast?

GRIMLOCK: Skydive propose sending us through spacebridge, but it not accurate without second spacebridge to receive.

Slag's vehicle mode appears upside-down in the air.

SLAG: Roarrrr!

JOES: Ahhhh!

Slag transforms, rolls over, and fires his booster rockets, boiling the water underneath. Steam rises from the river to envelop him.

Grimlock moves in front of the tunnel to shield the Joes from the superheated steam, which dissipates to reveal Slag shoulder-deep in water.

SLAG: Me wet! Me hate being wet! Me never listen to Skydive again!

HAWK: Anyways, do you know why the Decepticons are taking this risk? Why they came here?

Rumble, a X-4 AAM, leads three BATs towards the White House; panicked drivers crash their cars into streetlights, fire hydrants, buildings, and each other as they fly over Pennsylvania Avenue.

Sledgehammer leads two M3 halftracks in front of the White House. The vehicles stop; Joes dismount the halftracks and set up defensive positions. A Joe frowns at the M7.

JOE 1: How is a M7 Priest supposed to help us when we're fighting killer robots from an old 'Star Brigade' serial?

JOE 2: Maybe it's a secret weapon disguised as a M7 Priest.

JOE 1: Well, I don't see anything more than meets the eye.

Rumble transforms and draws two laser pistols. His HUD projects crosshairs over the M7.

TEXT: Rumble-- Destronger demolition specialist (rank: 3).

RUMBLE: Get out of my way!

Laser beams rain on the transforming Dinobot.

TEXT: Sledgehammer-- Autobot prototype.


He fires his rifle-- a 105 mm howitzer. Rumble ducks as an HE shell hits a BAT, destroying it and showering the Destronger with shrapnel.

RUMBLE: Ow! Slag!

SLEDGEHAMMER: Me Sledgehammer! Me kick your rear fuselage!

The BATs attack him, ignoring the Joes. 73 mm rockets explode upon the Dinobot's armor, scorching it as he shoots.

A Joe points at Sledgehammer.

JOE 1: What in hell is that thing?!

JOE 2: I don't care as long as it's on our side!

The Joes fire SMAW 83 mm rocket launchers at the BATs.

At the motor pool, Bludgeon's HUD displays a timer as laser beams and 75 mm shells reach from his cannons, towards the maneuvering Silverbolt.

BLUDGEON: Rumble, what is Target Bruno's status?

On Pennsylvania Avenue, Rumble is hiding behind a wrecked car. The demolition specialist leans sideways to watch a BAT squadron arrive to reinforce him, only for Sledgehammer and the Joes to destroy them one by one.

RUMBLE: An unidentified Autobot is in my way!

BLUDGEON (RADIO): Destroy him and accomplish your objective! We're running out of time!

RUMBLE: You piece of slag! Soundwave would never...

He has a flashback of Soundwave self-destructing.

RUMBLE: Grrrr!

He leans sideways again to shoot; he doesn't see Grimlock's vehicle mode appear behind him. Grimlock shoots first, blasting a hole in Rumble's backplate.


Rumble rolls on his back to target the enemy behind him. Static clouds the Destronger's optics as his HUD projects crosshairs over a jumping Grimlock's silhouette. The static clears to let him see Grimlock's toe claws reach for his chest.


He pins Rumble to the ground as his jaws lock around the Destronger's head.

RUMBLE: Ahhhh!


SETTING: The Nemesis.

Skydive walks into the dreadnought's reactor compartment.

SKYDIVE (THINKING): (The Destrongers removed the Nemesis' main reactor... for what purpose?)

He approaches the auxiliary reactor and puts satchel charges on it.

In the bridge, Skywarp's powerful attacks force Air Raid to retreat as he blocks the Destronger's attacks.

SKYDIVE (RADIO): Countdown, 30 seconds!

AIR RAID: I'm adapting to Skywarp's attacks! I can beat him!

SKYDIVE (RADIO): 25 seconds!

AIR RAID: Shock!

He rains FFARs on Skywarp. The Destronger's sword spins to shield him, detonating the FFARs as the Autobot transforms; when the smoke clears, the Autobot has escaped.

Skywarp turns to the flight controls. Monitor 03 displays images from the reactor compartment security camera; the Destronger notices blinking lights on the auxiliary reactor.

SKYWARP: What in the Pit...?

The camera zooms in on the lights-- the satchel charges' timers, now reading, "00:00:10".


The charges explode, transforming the dreadnought into a fireball.



At the motor pool, Bludgeon's HUD reads, "SKYWARP: SIGNAL LOST".

BLUDGEON: Roarrrr!

He rockets into the air and slashes at Silverbolt, who transforms to catch the blade. Bludgeon's weight pulls Silverbolt, his hands still holding the blade, towards the ground. Silverbolt falls on his back, but refuses to let go as Bludgeon leans forward, pushing the blade towards the air warrior's neck.

BLUDGEON: Stop struggling and I'll grant you a quick and painless death.

SILVERBOLT: I don't... mind the pain. It reminds me... that I'm... still alive.

Elita appears behind Bludgeon. The Autobot draws a power bayonet from a tool compartment in her right calf, jumps, and stabs Bludgeon in the back, the blade reaching for the Destronger's spark core.

ELITA: Damn right!


He turns, slams his forearm against Elita's head, throwing the Autobot against the ground.


Silverbolt senses Bludgeon relieving the pressure upon him. He takes advantage of this, draws his rifle, and shoots. The AAM warhead scorches Bludgeon's breastplate.

BLUDGEON: Your attacks sting like an Insecticon's bite!

He psychokinetically lifts Silverbolt off the ground; flames envelop the Autobot.


BLUDGEON: Now I'll crush you like an Insecticon!

Air Raid and Skydive appear overhead. The Autobots fire FFARs and bombs at Bludgeon as they fly around the Destronger. Distracted, Bludgeon releases Silverbolt; the flames extinguish.


He turns to project kenki at Air Raid; the Destronger doesn't see Grimlock and Slag's vehicle modes appear behind him. The Dinobots' cannons target the bayonet in Bludgeon's back, and fire.


Flames envelop his frame. The burning Destronger turns to see the Dinobots transform.

GRIMLOCK: Destronger weak, Grimlock strong!

SLAG: Slag strong too!

BLUDGEON: You Autobots prove your weakness in claiming this as a victory! You--

His reactor meltdowns, killing him.



In the bunker, Silverbolt, his armor still scorched, is repairing the communications system. Static clouds a monitor; the static clears to show a map of the US. Hawk frowns at the map.

HAWK: We're losing the war.

SILVERBOLT: But we saved--

HAWK: We allowed the Decepticons to deceive us. The White House was not their objective, Pearl Harbor Naval Shipyard was. Now that it's under enemy control, the Decepticons can use Hawaii as a launch pad for an invasion of the US West Coast.

SILVERBOLT: This deception cost Starscream the Nemesis. I know we can stop them.

HAWK: We can, but it will cost us dearly in blood and tears. I know the Decepticons are willing to bear the cost; they have no blood or tears to shed.

A second monitor displays images from Bumblebee's optics. The espionage specialist is in the US Capitol, behind POTUS.

POTUS: Yesterday--

In New York, workers lay the battleship-carrier USS Iowa's keel at a naval shipyard; in Michigan, Elita examines a holographic blueprint for the Iowa class battleship-carrier, Omega Supreme's vehicle mode, as construction drones build the ultra warrior's frame at the Willow Run Plant.

POTUS: A date which will live in infamy-- the United States of America was suddenly and deliberately attacked by naval, air, and amphibious forces of Japan, Russia, and Cobra, the terrorists whose brand of cruelty was once burned into the lands and peoples of Western Europe.

In Nevada, Scarlett talks to a construction foreman; workers lay the foundation for what will become Area 51-- a reverse-engineering laboratory for Decepticon and Cobra military technology-- in the background.

POTUS: As Commander in Chief of the Army and Navy, I have directed that all measures be taken for our defense. But always will our whole nation remember the character of the onslaught against us. Hostilities exist. There is no blinking at the fact that our people, our territory, and our interests are in grave danger. With confidence in our armed forces, with the unbound determination of our people, with the technological strength of Autobot allies, we will gain the inevitable triumph, so help us God.

In a bunker on Cybertron, Shockwave studies a hologram of planet Earth. The hologram scales up to display North America-- Shockwave's optic projects crosshairs over Washington, DC.