G. I. Joe Fan Fiction / Transformers Fan Fiction / Alien - Series Fan Fiction ❯ War of the Worlds (version 1) ❯ To End All Wars ( Chapter 3 )

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

Transformers Vs GI Joe: To End All Wars

Written by Sidewinder (aim9snake@hotmail.com), 2005-2006, last revised 2007. Original concept by Dreamwave Productions. Characters created and owned by Hasbro and Takara.


AAM: air-to-air missile

ACP: Automatic Colt Pistol

AFB: Air Force Base

AGM: air-to-ground missile

ALBM: air-launched ballistic missile

APC: armored personnel carrier

ASM: anti-ship missile

ATGM: antitank guided missile

BMD: Boyevaya Mashina Desanta (combat vehicle, airborne)

BMG: Browning Machine Gun

BMP: Boyevaya Mashina Pekhoty (combat vehicle, infantry)

Graser: gamma ray amplification by stimulated emission of radiation

HE: high explosive

HUD: head-up display

LST: landing ship, tank

MBT: main battle tank

MP: military police

NVG: night vision goggles

POTUS: President of the United States

RPG: rocket-propelled grenade

SADM: special atomic demolition munition

SAM: surface-to-air missile

SS: Schutzstaffel (Protective Echelon)

VLS: vertical launching system

VTOL: vertical takeoff and landing

USAF: US Air Force

USN: US Navy


1911-A1 pistol: .45 ACP (11.43 x 23 mm)

AKM, AKMS rifle: 7.62 x 39 mm

G3A3 rifle: 7.62 x 51 mm

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

M79 grenade launcher: 40 x 46 mm

M197 Gatling gun: 20 x 102 mm

M1911A1 pistol: .45 ACP

Makarov pistol: 9 x 18 mm

MG3 machine gun: 7.62 x 51 mm

PPSh-41 submachine gun: 7.62 x 25 mm

RPK-S machine gun: 7.62 x 39 mm

Stechkin machine pistol: 9 x 18 mm


TEXT: Winter, 1941.

In the US Capitol, POTUS faces the Vice President, Congress, and members of the press. A Harley-Davidson WLA motorcycle in desert camouflage is parked beside him.

POTUS: Yesterday--

Flashback begins. Morning. A Cobra fleet-- including two Shokaku class aircraft carriers and two Yamato class battleships-- approaches Pearl Harbor.

TEXT: Pearl Harbor Naval Shipyard, Hawaii. United States of America.

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.

The Terrordrome flies over the Cobra fleet. Starscream, the Terrordrome commander, opens the command center roof and raises his chair to survey Pearl Harbor. His power saber points at the USS Arizona, a battleship docked in the harbor.

Bruticus stands on the roof, behind Starscream. His Superweapon-2 fires the RDS-1 atomic bomb, which penetrates the battleship's armor before detonating.

A mushroom cloud rises from the harbor.

POTUS: We were attacked with an atomic bomb. It is a harnessing of the basic power of the universe. The force from which it draws its power has been loosed against the Hawaiian Islands, causing severe damage to American naval and military forces. I regret to tell you that very many American lives have been lost.

The Shokaku class carriers launch Nakajima Kikka (Orange Blossom) jet fighter squadrons-- rocket-assisted takeoff units accelerate the Kikka to takeoff speed-- to escort the LSTs and landing crafts approaching the harbor.

POTUS: Before 1939, it was the accepted belief of scientists that it was theoretically possible to release atomic energy. But no one knew any practical method of doing it-- no one on Earth, that is.

The LST ramps lower to unload T-34-85 medium tanks, which drive onto the beach. Vipers-- Cobra soldiers whose DNA was recombined to let them resist the effects of nuclear, biological, and chemical weapons-- storm Hickam Field, shooting and stabbing to kill the surviving US soldiers there. The Viper captain plants Cobra's standard (a black flag with a silver cobra above silver thunderbolts) in the control tower's ruins. Flashback ends.

POTUS: It has never been the policy of this government to withhold from the world scientific knowledge. But as the 1938 broadcast of 'The War of the Worlds' proves, divulging the existence of alien life forms to an unprepared public can cause mass panic and confusion. But now this secret can no longer be kept.

Audience members face each other, confused.

POTUS: Mr. Bumblebee, please introduce yourself.

Bumblebee-- the WLA-- transforms and shyly waves at the audience.

BUMBLEBEE: Uh, hello.

The audience members rise in shock and surprise. The MPs guarding the building instinctively reach for their M1911A1s, even though they were informed of Bumblebee's identity.


Several panicking audience members run to the door; the MPs stop them.

BUMBLEBEE: W-wait! I come in peace!

POTUS: Mr. Bumblebee is an Autobot, a member of a race of robots from the planet Cybertron. He is an ally in our war against the Cobra menace.

BUMBLEBEE: We were fighting a civil war against the Decepticons, a rival faction. 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. Now Cobra's a Decepticon ally and enemies of us both.

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.


TEXT: Summer, 1947. The Kuril Islands in the North Pacific.

Midnight. Satchel charges, taped to a geothermal power plant's roof beams, explode to collapse the roof and destroy the power plant.

TEXT: The Terrordrome-- Cobra Headquarters.

Regular lights extinguish in the Terrordrome command center; red emergency lights illuminate Cobra lieutenants at their computer consoles; a samurai stands in the shadows behind them.

COBRA LT 1: We've lost main power.

COBRA LT 2: Power plant guard post is not responding.

COBRA LT 3: Perimeter guards report an explosion at the power plant, cause unknown. Plant is on fire, damage is severe.

Serpentor-- the samurai-- steps out of the shadows. His armor is red and gold; his facemask makes him resemble a biting cobra. Thunderbolts form a "V" on his breastplate-- Starscream's brand, which distinguishes Destrongers from Decepticons.

TEXT: Serpentor-- Cobra Emperor.

SERPENTOR: Deploy the relief force and have them escort the firefighters. This I command!

COBRA LT 2: Yes, Your Majesty.

An upgraded Starscream smiles as he stands behind the officers.

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

STARSCREAM: So it's begun.

A monitor unfolds from a panel on his left forearm; he contacts Skywarp.

STARSCREAM: Skywarp, prepare for battle.

SKYWARP: Yes, Master.

Two BMD-1Ps escort two fire trucks to the power plant. Kenki (sword's breath)-- psychokinetic energy conducted through a sword-- shatters the front BMD's armor, detonates its onboard ammo, and transforms it into a fireball. The rear BMD opens its rear doors; four Vipers dismount before kenki destroys it. The fire trucks are trapped between the burning BMDs; the firefighters dismount the trucks and run for their lives.


The Vipers' infrared vision lets them see Snake Eyes hidden beside two dead Vipers at the guard post. They fire AKMS rifles and a RPK-S at the ninja, who parries the bullets.

Snake Eyes uses his lightfoot technique to glide sideways, out of the line of fire. He slashes horizontally, projecting kenki to blast the Vipers in half.

TEXT: Snake Eyes-- real name unknown. Master, Arashikage Ninja Clan. Sergeant Major (E9), US Army.

A Viper, his body bisected at the waist, uses his left hand drag himself towards the ninja, ignoring the blood dripping behind him.

Snake Eyes raises Silver Lightning-- a katana (long sword) with an eagle head pommel, made of Cybertronian alloys-- to slash.

VIPER: Hiss!

The Viper's mouth opens to reveal sharp teeth and a forked tongue; his right hand aims an AKMS at the ninja. Snake Eyes suddenly looks back, and somersaults; a laser beam passes through the spot where the ninja stood, vaporizing the Viper. Snake Eyes spins in midair, slashes, and projects kenki at an invisible target to disrupt its active camouflage.


Snake Eyes lands, pointing the sword at the target-- a black ASU-85 airborne assault gun.


The ASU-85 transforms into a robot condor-- Laserbeak.

TEXT: Laserbeak-- Destronger reconnaissance specialist (rank: 3).

LASERBEAK: My brothers are all destroyed; Rumble by Grimlock's teeth, Buzzsaw by Optimus' laser, Frenzy by Prowl's laser, and Ravage by your sword. Grimlock's too strong for me to take revenge on him; Optimus and Prowl are destroyed and beyond my vengeance; but you're not. Die!

He shoots; Snake Eyes jumps over the incoming beam. Jet engines launch the condor into the air; his talons reach for the ninja.

Snake Eyes spins in midair, dodges the talons, and cuts a hole in Laserbeak's breastplate.

LASERBEAK: Shrieeeek!

He performs an Immelmann-- he climbs, does half a loop, and then half a roll-- to fly in the opposite direction; he doesn't notice the grenade stuck in the hole in his breastplate. The grenade explodes, igniting him; he crashes in front of Snake Eyes.

LASERBEAK: Noooo! My vengeance...!

Snake Eyes beheads him; the ninja's goggles reflect flames from Laserbeak's burning frame. Jinx and Kamakura use lightfoot to glide to Snake Eyes, their master. Jinx wears goggles, like Snake Eyes.

TEXT: Jinx-- real name unknown. Journeyman, Arashikage Ninja Clan. Sergeant (E5), US Army.

TEXT: Kamakura-- real name unknown. Apprentice, Arashikage Ninja Clan. Corporal (E4), US Army.

KAMAKURA: Silent Master--

SNAKE EYES (TELEPATHICALLY): (Have you completed your mission?)

JINX: Yes, Silent Master. The Allied Fleet approaches.

SNAKE EYES: (To the shadows.)


SETTING: The North Pacific.

A USN-Royal Navy-Free French Forces allied fleet-- including two Enterprise class nuclear-powered aircraft carriers, four Iowa class battleship-carriers, two Alaska class guided missile cruisers, six Iwo Jima class amphibious assault ships, two Audacious class carriers, the battleship HMS Vanguard, the carrier FS Clemenceau, and the battleship FS Richelieu-- sails towards the Terrordrome. The Aerialbots stand behind the carrier bridges, ready for battle.

Keelhaul stands in the bridge of the USS Flagg, an Enterprise class carrier. He uses NVG to see the Terrordrome.

TEXT: Keelhaul-- Colby, Everett P. Admiral (O10), US Navy.

KEELHAUL: Stay sharp! Intel may say the sea's too shallow for sub ops, but even they make mistakes!

Shipwreck stands in front of a radar screen, now filled with blips. He turns to Keelhaul.

TEXT: Shipwreck-- Delgado, Hector X. Master Chief Petty Officer (E9), US Navy.

SHIPWRECK: Sir, bandits spotted at... Oh my God!

Keelhaul faces the screen, watching countless Cobra planes-- Sukhoi Su-17 Fitter, Mikoyan MiG-21 Fishbed, and MiG-23 Flogger fighters, Myasishchev M-4 Bison and Tupolev Tu-16 Badger bombers-- approach. He smiles.

KEELHAUL: Bring it on.

He puts on a radio headset.

KEELHAUL: Silverbolt, Cobra's committed several hundred planes to an alpha strike, approach vectors--

SILVERBOLT (RADIO): I see them. Take cover.

Silverbolt rockets away from the Flagg and transforms into a Convair B-58B Hustler bomber. His rifle is a weapons pod modified to launch AIM-47 Falcon long-range AAMs.

TEXT: Silverbolt-- Aerialbot Commander (rank: 8).

SILVERBOLT: Aerialbots, defend the fleet!

Air Raid transforms into an Avro CF-105 Arrow fighter.

TEXT: Air Raid-- Aerialbot warrior (rank: 6).

AIR RAID: Let's rock!

Skydive transforms into a British Aircraft Corporation TSR.2 bomber.

TEXT: Skydive-- Aerialbot strategist (rank: 7).

SKYDIVE: Analyzing bandit flight patterns...

Slingshot transforms into an Entwicklungsring Süd VJ-101C VTOL fighter. Four underwing pylons mount two AIM-9 Sidewinder short-range AAMs and two external fuel tanks-- disguised pistols based on the M29 recoilless rifle, able to fire the M388 Davy Crockett tactical nuclear weapon.

TEXT: Slingshot-- Aerialbot fire support specialist (rank: 6).

SLINGSHOT: I'll show them!

Fireflight transforms into a North American F-107A Ultra Sabre fighter.

TEXT: Fireflight-- Aerialbot reconnaissance specialist (rank: 6).

FIREFLIGHT: Ready to live dangerously, Cobra?

The Aerialbots split up to engage the Cobra planes. Silverbolt fires an AIM-47 at a Bison, transforming the target into a fireball; burning debris hits and destroys three other bombers.

The Bison gunners fire 23 mm cannons at the B-58B, but he's out of range; the shells fall short. Silverbolt shoots again, destroying three more bombers. The Bison pilots panic and break formation, trying to evade the AAMs; two bombers crash into each other and become fireballs.

Air Raid flies towards the MiG-23s, whose pilots fire R-23 medium-range AAMs and R-60 short-range AAMs at him. He rolls to dodge the AAMs.

AIR RAID: This is too easy.

Two MiG-23s fire their 23 mm cannons at him. Air Raid transforms, detaches his radome (a disguised power saber guard) to extend the retractable blade, and activates the cutting mechanism. The blade burns red as he parries the shells; then he slashes the fighters as they fly past, transforming them into fireballs. He flies around the MiG-23s like a stinging bee, destroying them one by one.

AIR RAID: I hope Starscream will be more of a challenge.

Slingshot's pistol fires a HE shell in the middle of a Tu-16 formation; it explodes, throwing shrapnel to destroy two bombers. Two repeated attacks destroy three Tu-16s; then he flies in range of the bombers' 23 mm cannons. Two Tu-16s shoot at Slingshot, who rolls to dodge the shells and dives between the bombers; the gunners shoot down each other's bombers.

SLINGSHOT: And I'm just getting started!

Fireflight flies towards the MiG-21s, which fire a dozen R-60s at him. He lets the AAMs track him as he climbs, and dives towards the fighters. The MiG-21 pilots roll or dive to avoid a midair collision. Fireflight pursues the maneuvering fighters; the tracking AAMs are guided towards the MiG-21s, hitting and destroying a dozen.

A MiG-21 pilot panics and ejects.

FIREFLIGHT: If you can't stand the heat, get out of the steel mill!

Skydive fires four Sidewinders at four Su-17s, destroying them.

SKYDIVE: The Cobra aircraft aren't equipped with anti-ship missiles. Either previous battles and attacks against Cobra munitions plants have depleted their stores, or...

Blastoff-- a MiG-27M fighter, his claymore (great sword) attached to his nose cone-- rockets out of the sea to impale the TSR.2 upon his blade.


He rolls, narrowly dodging the attack.

TEXT: Blastoff-- Combaticon warrior (rank: 5).

BLASTOFF: They're decoys!

He transforms to punch Skydive's underside; his right forearm-mounted 30 mm Gatling gun (a disguised laser) fires at point-blank range.


He tumbles out of control towards the sea.


He dives to help Skydive. A laser beam boils the seawater, creating a pillar of steam as it reaches for the Aerialbot. Fireflight rolls to dodge the beam, and sees Brawl-- an Objekt 277 heavy tank-- moving underwater.

FIREFLIGHT: Combaticons!

He fires an AGM-12 Bullpup. Brawl's 130 mm cannon (a disguised laser) fires to detonate the AGM in midair; when the smoke clears, the tank has disappeared.

FIREFLIGHT: Where is he?!

Booster rockets launch Brawl's robot mode above and behind Fireflight; he raises his fist to break the Aerialbot's back.

TEXT: Brawl-- Combaticon shock trooper (rank: 4).

Fireflight rolls and transforms; his hand extends to catch Brawl's fist.

BRAWL: I'm here to destroy you!

He engages Fireflight in hand-to-hand combat.

Silverbolt sees them fight in midair.

SILVERBOLT: Aerialbots, break contact and return to base!

He turns towards the Flagg. Onslaught-- a M-52 Bounder bomber-- climbs vertically in front of him, transforms, and fires a R-40 long-range AAM at Silverbolt. The B-58B rolls to dodge the AAM, but Onslaught remote detonates it, blowing Silverbolt out of control.


TEXT: Onslaught-- Combaticon Commander (rank: 7).

ONSLAUGHT: Your bases have been destroyed!

He dives after Silverbolt, determined to kill his enemy.


He flies towards Onslaught, and shoots twice. The shells explode in midair, intercepted by 23 mm cannons; more 23 mm shells reach from the sea, towards the VJ-101C.

Slingshot dives under the shells, tracking them to Swindle-- a ZSU-23-4M Shilka air defense vehicle-- underwater. He shoots at Swindle, who intercepts the HE shell, disappearing behind the resulting fireball.

Silverbolt is in robot mode, his left hand gripping Onslaught's rifle-- a M-61 cruise missile launch tube between two R-40 launch tubes-- to stop the Combaticon from shooting as they engage in hand-to-hand combat.

Slingshot accelerates, determined to help his commander. Booster rockets launch Swindle's robot mode above and behind the VJ-101C. Swindle aims his pistols downwards to rain shells on Slingshot.

TEXT: Swindle-- Combaticon armorer (rank: 4).

SWINDLE: When you deal with me, you pay the price!

Electromagnets on his cannon barrels fire 23 mm shells at sublight speeds. Slingshot rolls to dodge the shells, transforms, and shoots back.

Vortex-- a Mil Mi-24VP Hind attack helicopter-- fires 80 mm rockets at Air Raid. The Aerialbot fires two AIM-7B Sparrow II medium-range AAMs, which explode in midair and blow the 80 rockets off course. He fires two more AAMs; the Hind's twin-barrel 23 mm cannon (a disguised laser) fires, detonating the AAMs in midair.

Air Raid lunges through the smoke. Vortex transforms; his hands catch the blade and stop the sword point a meter from his head. Air Raid smiles.

AIR RAID: What kept you?

TEXT: Vortex-- Combaticon military intelligence specialist (rank: 6).

VORTEX: The winds...

His main rotor spins to generate category F6 winds (wind speed: 513 to 610 km/h).

AIR RAID: Ahhhh!

He loses his grip on the sword and is blown away.

VORTEX: They don't blow in your favor.

He throws the sword at Air Raid's chest. Air Raid catches the sword before it hits, spins it in his hand, and flies sideways to attack Vortex's left side.

In the Flagg's bridge, Keelhaul watches Cobra planes approach the allied fleet as the Aerialbots fight the Combaticons. The Enterprise and Audacious class carriers launch Chance-Vought F8U Crusader and McDonnell F-4 Phantom fighter squadrons to intercept the Cobra planes. He suddenly puts his hand on the headset.

KEELHAUL: They're decoys? Then where will the real attack come from?!

Skywarp, a MiG-25PD Foxbat fighter whose external fuel tank is a disguised active camouflage pod, leads 20 Night Ravens-- active camouflage-equipped Tu-22K Blinder bombers-- towards the allied fleet.

SKYWARP: Night Ravens, attack!

The Ravens fire Kh-22 ASMs at the carriers and amphibious assault ships.

Keelhaul sees the missiles.

KEELHAUL: Incoming, two o'clock!

Omega-- a gray Iowa class battleship-carrier-- sails beside the Flagg to shield her. His 5" (127 mm) guns intercept six ASMs; each starboard Phalanx 20 mm close-in weapons system intercepts three ASMs; then four ASMs explode harmlessly upon his force field.

An Alaska class cruiser's VLS grids fire eight RIM-66 Standard SAMs, which intercept two ASMs but miss two others.

An Enterprise class carrier and an amphibious assault ship are hit. Seamen panic, tear off their burning clothes, and dive into the sea.

SEAMEN: Ahhhh!

KEELHAUL (RADIO): Where in hell did those missiles come from?!

Radiation from Omega's powerful radar disrupts the Cobra planes' active camouflage, revealing the Ravens and Skywarp.


OMEGA: Enemy flyers detected.

Omega's 16" (406 mm) guns fire Martlet 3B rockets at the Ravens, destroying nine.

Skywarp transforms into a black robot with a blue skull and crossed sabers painted behind the fighter cockpit, detaches the leading edges of his wings-- burning blue power sabers-- and parries a rocket.

SKYWARP: Night Ravens, retreat!

The surviving Ravens rocket away from the fleet and become invisible again.

Skywarp crosses his swords in front of his chest, serving as rearguard; then he transforms, rockets away, and becomes invisible again.

Slag-- a M163 Machbet (Racket) air defense vehicle-- drives on an amphibious assault ship flight deck as US military servicemen to step out of his way. He aims his 20 mm Gatling gun and FIM-92 Stinger SAM launchers at the retreating Ravens.

SLAG: Shock! Out of range!

The Machbet turret turns, seeking other targets as Slag drives to the ship's stern. He transforms into a robot Triceratops. His tracks separate and unfold from the sides to form four legs; the head unfolds 180 degrees from the hull bottom.

Slag's jaws open in surprise.

TEXT: Slag-- Dinobot scout (rank: 6).

SLAG: Enemy ships detected!

A Cobra fleet-- including three Yamato class battleships, four Ise class battleship-carriers, and three Stalingrad class battlecruisers-- sails west to attack on the allied fleet's right flank. The battleship-carriers launch Su-15D Flagon fighters armed with Kh-23 AGMs-- three center fuselage-mounted lift-jets give the Flagons short takeoff and landing ability.

Three Iowa class battleship-carriers launch 36 Hawker Siddeley Sea Harrier FRS.1 VTOL fighters to attack the Cobra fleet; the Clemenceau launches a SEPECAT Jaguar M fighter squadron to intercept the Flagons.

Six Harriers-- four Martel-armed escorted by two Sidewinder-armed-- attack each battleship and three of the battleship-carriers. Trypticon-- a black Yamato class battleship-- rises from the sea as he accelerates, revealing swept wings and four rocket engines that let him fly at supersonic speeds; he deploys two retractable 46 cm and six 25 mm gun turrets to protect his underside in flight. Four Harriers fire Martel ASMs at the battleship, whose remote-controlled 25 mm gun turrets intercept three ASMs; one explodes upon his force field.

HARRIER PILOT: What the...?

Trypticon's 46 cm guns fire two sankaidan (incendiary shrapnel) shells at the fighters, destroying three; the others climb or roll to dodge the shrapnel.

The battleship transforms into a robot Giganotosaurus. The legs unfold from the stern-- his tail-- to direct the thrust of his calf-mounted engines downwards, launching Trypticon into the air. The neck extends from his chest; the prow forms his head. The Giganotosaurus' arms unfold from his sides. The wings fold against the sides of his chest to form armor.

TEXT: Trypticon-- Destronger mobile battle station, ultra warrior (rank: 3).


HARRIER PILOT: Bloody hell!

The Giganotosaurus' jaws lock around a Harrier, crushing it; flames and smoke appear between his metal-cutting teeth. The surviving fighters turn around to escape Trypticon's wrath.

Omega rises from the sea as he accelerates, revealing stub wings and four rocket engines; he deploys two retractable 16" gun turrets and four 5" gun turrets to protect his underside in flight. His 16" guns fire 2700 lb (1225 kg) armor piercing shells at Trypticon, whose 46 cm guns fire 1460 kg armor piercing shells at the Iowa class battleship-carrier; their force fields make long-range combat harmless to each other.

Omega sails within hand-to-hand combat range and transforms. The rocket engines pivot 90 degrees downwards to form the hips and legs; the wings fold against the hips to form tassets. The hull rotates around the bridge, which counter-rotates to keep facing forward, so the prow will form the right arm and the bow-- a hand extending from underneath the VTOL flight deck-- will form the left arm. An armor plate under the bridge lowers to reveal his face.

Omega punches the Giganotosaurus' head.


TEXT: Omega Supreme-- Autobot mobile battle station, ultra warrior (rank: 4).

OMEGA: You shall not pass!

The allied fleet sails towards the Terrordrome as the ultra warriors fight.


SETTING: Off the Kuril Islands' east coast.

Onslaught fires two R-40s. Silverbolt somersaults backwards to dodge the AAMs.

SILVERBOLT: Slingshot! Airburst, nuclear!

SLINGSHOT: Airburst, nuclear.

He rockets into the sky. Swindle pursues him; then Slingshot fires a Davy Crockett. The Combaticon rolls to dodge the 0.25-kiloton tactical nuclear weapon, but its midair detonation blows him out of control.


The Aerialbots use the distraction to break contact and rally beside Silverbolt.

SILVERBOLT: Aerialbots, unite and form Superion!

The Combaticons rally beside Onslaught.

ONSLAUGHT: Combaticons, unite and form Bruticus!

Silverbolt forms the torso, Fireflight and Slingshot form the left and right arms, Air Raid and Skydive form the left and right legs. Fireflight's laser rifle and Skydive's Martel ASM launchers detach from their wings, combine with Slingshot's pistols and Silverbolt's rifle and AAM launchers, and form Superion's super weapon-- Thunderer. Air Raid's saber forms Thunderer's bayonet.

Onslaught forms the torso, Vortex and Blastoff form the left and right arms, Brawl and Swindle form the left and right legs. Swindle and Brawl's cannons detach from their turrets as Vortex's 9M114 Shturm (Storm) ATGM launchers detach from his wings; the weapons combine with Onslaught's rifle to form the Ultimate Weapon. Blastoff's sword becomes a burning red power dagger.

TEXT: Superion-- Autobot super warrior.

Thunderer targets Bruticus, ready to fire another atomic shell.

TEXT: Bruticus-- Destronger super warrior.

Bruticus rockets towards his enemy; he's now too close for Superion to safely use nuclear weapons.

The super warriors project force fields to defend themselves. Superion and Bruticus' super weapons rain missiles, shells, and laser beams on each other as they charge within hand-to-hand combat range. Their blades stab, slash, and parry; then Thunderer butt strokes Bruticus, stunning him.

BRUTICUS: Roarrrr!

Superion throws his enemy into the sea, rockets into the sky, out of the blast radius, and prepares to fire an atomic shell. Two Kaiten Type 4 manned torpedoes fly out of the sea, towards his head. The battle weakened the force field; it defends Superion from the first Kaiten, but the second one's 1550 kg warhead stuns him.



SETTING: The North Pacific.

A gray M109A6 Paladin self-propelled howitzer is parked on an amphibious assault ship flight deck.


The Paladin drives to the bow and transform into a robot Tyrannosaurus-- Grimlock, who looks down.

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

GRIMLOCK: Kaiteeeen!

His 155 mm howitzer (a disguised heavy plasma cannon, reverse-engineered from Megatron's fusion cannon) fires. The plasma beam divides the seawater, like Moses; the heat detonates five Kaiten warheads.

SEAMEN: Kaiten!

TEXT: Kaiten (Change Heaven)-- suicide attack submarines.

Allied seamen use all available weapons to destroy the Kaiten before they can attack. Two Kaiten succeed, blasting a destroyer and a cruiser in half. Two destroyers circle the wreckages to rescue survivors; their crewmen fire G3A3 rifles, MG3 machine guns, and M79s to repel approaching Kaiten, destroying one.

A Kaiten pilot's head slams against the periscope as bullets burst the rear air tank and pierce the engine compartment, disabling the torpedo.


He touches his forehead to see blood on his hand.


His hands claw at the hatch, trying to escape as the Kaiten sinks.

KAITEN PILOT: Motherrrr!


SETTING: The Terrordrome.

In the motor pool, Vipers scramble aboard BMD-1Ps and ASU-85s, start the engines, and drive the vehicles towards the gate. An explosion suddenly collapses the gateway, crushing an ASU-85 and preventing the other vehicles from exiting. The Vipers exit the vehicles and claw at the debris to clear a path.


They sense the enemy's presence, turn around, and fire their weapons.

Snake Eyes uses lightfoot to glide around the Vipers. There seems to be 20 ninja, each one parrying bullets or cutting grenades in half to disarm them, before he beheads the enemy. He shakes the blood off of the blade and glides to the stairs; headless bodies lie behind him, painting the floor red.

In the command center, Serpentor grips the hilt of his katana and looks back.

SERPENTOR: He's here.

He runs out the door without asking for Starscream's permission.


TEXT: The Evilution laboratory.

Kenki blows open the armored doors.

Two guards draw Makarov pistols, but see shuriken (handheld swords/throwing knives) stuck in the ejection ports; the pistols will explode if they squeeze the trigger. Snake Eyes enters the lab, uses his finger to hit pressure points on the guards' necks, and knocks them unconscious.

40 nutrient tanks contain Vipers in induced comas as their DNA is being recombined. Snake Eyes glides past them, towards an armored door labeled, "MINDBENDER". The ninja projects kenki to blow open the door.

Mindbender lies in a nutrient tank. Evilution has mutated his body; seven eyes form a "V" on his face, scales cover his skin, his legs have atrophied, and a tail touches the tank bottom.

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

Snake Eyes lowers his sword; he no longer wants to kill Mindbender. He suddenly looks back, and jumps; kenki is projected past the spot where the ninja stood, shattering the nutrient tank and killing Mindbender.

Snake Eyes points the sword at his enemy-- Serpentor, who grips a katana and wakizashi (short sword).


SERPENTOR: He thought his mind was superhuman, and wanted his body to be so. He tested new "Venom" on himself and paid for his own miscalculations. Now he's free from further pain... soon, so will you.

He slashes with the long and short swords to project kenki; Snake Eyes projects kenki to counterattack.

Outside, Cobra soldiers ride BMP-1Ps and T-10M heavy tanks towards the beach. Kenki blasts a hole in the Terrordrome armor.

COBRA SOLDIER: What was that?!

COBRA SGT: Looks like the Evilution lab just exploded. Good riddance; I never liked those damn mutants.


SETTING: The beachhead.

TEXT: GI Joe-- a special operations force with the mission of protecting the US from threats which regular military forces are unable to handle.

Flint, wearing NVG, spins up the rotors of a Tomahawk-- a special operations variant of the Boeing CH-47 Chinook helicopter, with MH-47E equipment and ACH-47A weapons (two stub wing mounted-20 mm cannons, a M261 70 mm rocket launcher under the left wing, and a BGM-71 TOW ATGM launcher under the right)-- as GI Joe operators scramble onboard.

TEXT: Flint-- Faireborne, Dashiell R. Chief Warrant Officer 4, US Army.

FLINT: Go Joe!

The amphibious assault ships launch Tomahawks, Bell AH-1J Cobra attack helicopters, and UH-1N Huey utility helicopters toward the beachhead. Booster rockets launch Grimlock, Slag, and Sledgehammer-- a robot armed with a right collarbone-mounted 280 mm cannon and two forearm-mounted M2E2s-- over the helicopters.

AH-1J PILOT: Whoa!

The Dinobots land on the beach. Grimlock attacks V-75 SAM launchers as Slag attacks ZSU-57-2 and ZSU-23-4 air defense vehicles. Two RPGs fly towards the Tyrannosaurus, whose remote-controlled M2E2 intercepts the rockets. Grimlock faces Cobra soldiers armed with RPG-7 launchers; the Tyrannosaurus fires two nose-mounted flamethrowers to cover the soldiers in blue flames.


The flames burn off their flesh and shatter their skeletons; ashes and charred bones cover the ground.

Radar operators abandon their posts as Sledgehammer attacks the SAM control and early warning radar stations.

130 mm and 203 mm HE shells rain on the Dinobots, whose Gatling gun and machine guns defend them; the Cobra radar operators have no such defense.


A HE shell blasts him to pieces.

RADAR OPERATOR 2: Ivan, noooo! Why?!

RADAR OPERATOR 3: Serpentor is punishing us for abandoning our posts!

Grimlock turns to the hill between him and the enemy howitzers.

GRIMLOCK: Sledgehammer! Counter-battery fire, HE!

SLEDGEHAMMER: Counter-battery fire, HE! Okay, Boss!

Sledgehammer's arms detach and transform into transport tractors; his legs fold against his torso, which transforms into a M65 field gun.

TEXT: Sledgehammer-- Dinobot heavy artillery (rank: 5).

The M65 cannon fires 550 lb (249 kg) at Cobra 130 mm and 203 mm howitzers behind the hill, destroying the enemy battery. Some Cobra artillerymen shoot back, only to die at their posts; others scramble aboard trucks, abandoning the towed artillery as they drive away.

A Cobra artilleryman runs after a truck as it drives away.

ARTILLERYMAN: No, wait...!

His comrades reach down to pull him aboard the truck; then a HE shell destroys the truck, blowing the artilleryman off his feet.


His eyes open to see Tomahawks fly overhead.


Allied LSTs lower their ramps to unload M60 Magach (Chariot of War Heroes), Chieftain, and Leopard 1A1 MBTs, M113 and FV 432 APCs, and Marder 1A3 infantry fighting vehicles. Overkill-- a clone of Starscream's old frame, a black Messerschmitt Me-263 rocket fighter with red flames painted on the wings-- flies overhead and fires ten mini-missiles; an LST explodes, throwing dozens of burning bodies-- Allied servicemen-- into the air.

Duke runs to a stunned soldier, grabs his load-bearing vest, throws the soldier into a shell crater, and jumps down beside him.

TEXT: Duke-- Hauser, Conrad S. Captain (O3), US Army.

DUKE: BATs! Take cover!

The M113, FV 432, and Marder commanders fire .50 caliber and 7.62 mm machine guns, covering the dismounting soldiers.

A Bachem Ba-349 Natter (Viper) rocket fighter flies overhead and fires 24 Henschel Hs-217 Föhn 73 mm rockets at a Marder, destroying it and killing everyone inside.

DUKE: Damn it! Intel told us those nuclear-powered monsters are no longer operational, now that we cutoff Cobra's uranium supply!

He shoulders a Stinger launcher and fires a SAM at the Natter, which transforms into a robot with chest-mounted Föhn rocket launchers. The robot's forearm knocks the Stinger to its side; the SAM explodes harmlessly behind it.

TEXT: Battle android trooper (BAT).

Duke ducks as the BAT fires its forearm-mounted 30 mm cannons; shells fly overhead.

DUKE: We need Snake Eaters, now!

Tomahawks lower their ramps as they fly overhead, unloading Joes in robotic armor armed with M197 Gatling guns and collarbone-mounted Stinger SAMs.

TEXT: Exoskeleton, armored, tactical reconnaissance (EATR) M1A1 Snake Eater.

Parachutes and booster rockets slow the EATRs' descent. An EATR fires its gun to destroy the BAT.

TEXT: Roadblock-- Hinton, Marvin F. Sergeant First Class (E7), US Army.

ROADBLOCK: You okay, Duke?

Duke uses a mirror to look out of the crater without exposing himself to enemy fire. He sees Roadblock's EATR, and jumps out of the crater.

DUKE: I'm okay, now let's kick the Cobra's tail!

An upgraded Bumblebee lands, firing his laser pistols to destroy two BATs.

TEXT: Bumblebee-- Autobot espionage specialist (rank: 5).

Overkill dives to rain mini-missiles on him.


He transforms into a Harley-Davidson streamliner motorcycle-- resembling the one Cal Rayborn will ride to set a motorcycle land-speed record in 1970-- and swerves to dodge the missiles.

A parachute suspends Scarlett's EATR in midair as she shoots at Overkill.

TEXT: Scarlett-- O'Hara, Shana M. Lieutenant Commander (O4), US Navy Office of Naval Intelligence.


Overkill rolls to dodge the 20 mm shells, and transforms to robot mode, the head modified to resemble a human skull. Its HUD reads, "TYPE: EXOSKELETON-- THREAT LEVEL: HIGH" as its forearm-mounted 30 mm cannons fire at the EATR.

Scarlett jettisons the parachute, using the EATR booster rockets to fly sideways and dodges the 30 mm shells.

TEXT: Overkill-- BAT command unit.

OVERKILL: All BATs, engage and destroy enemy exoskeletons.

The BATs ignore other targets to engage the EATRs.


SETTING: The Kaiten pen.

Kaiten are docked in a cave whose reinforced roof protects them from bombardment. Cobra machinists fuel the torpedoes and service their engines. Two Kaiten dive toward the cave's underwater mouth.

The two torpedoes suddenly fly backwards into the air, followed by Superion. The warheads explode upon the roof; falling debris detonates seven more warheads, destroying the pen. A machinist is thrown into the water.

MACHINIST: Ahhhh! Help! Help!

His hands claw at the water as he drowns.

Bruticus appears at the cave mouth, preparing to fire a cruise missile and trap his enemy inside. Superion suddenly dives and grabs Bruticus' leg.

BRUTICUS: Roarrrr!

Superion pulls him into the cave, swings him around, and slams his head against a wall. Thunderer targets Bruticus' head, but the Destronger palm strikes the super weapon barrel as it fires. A nuclear-armed AIM-47 detonates upon the wall, the 15-kiloton warhead collapsing the cave and burying them both.


SETTING: The beachhead.

The explosion causes an earthquake, throwing soldiers and BATs off their feet. Bumblebee tips over and slides on the ground.


The streamliner transforms to stop sliding, jumps, and lands on his feet.

DUKE: What in hell...?

Overkill dives, grabs him, and squeezes to make him drop his Stinger launcher.

DUKE: Ahhhh!


He targets Overkill. The hovering BAT command unit holds Duke in front of itself, using the Joe as a shield.

OVERKILL: Jettison your exoskeleton and surrender, or I will execute your comrade.

DUKE: Shoot him... Argh!

Another earthquake throws Roadblock off his feet.


Superion, his antennas bent and broken, his visor cracked over his right optic, rises from the ground behind Overkill. The BAT command unit turns around and fires 24 mini-missiles; the attack scorches the super warrior's armor. Thunderer's bayonet flashes in front of Overkill's optics, cutting the BAT command unit in half.

Overkill releases Duke, who falls towards the ground.

DUKE: Gasp!

Roadblock rockets forward to catch him.

ROADBLOCK: Are you okay?

DUKE: Yes... Ah!

ROADBLOCK: Mediiiic!

He gently places Duke on the ground. A Joe medic rushes beside them and begins examining Duke's wounds.

DUKE: Argh!

MEDIC: He broke three ribs, but I'm not finding any internal injuries. He'll be fine.

Bumblebee approaches Superion.

BUMBLEBEE: Superion, are you okay?

SUPERION: I am functional. I will complete my mission.

He salvages Overkill's fuel tanks, drinks the fuel inside, crushes the empty tanks, and rockets towards the Terrordrome.

An invisible Skywarp lies in front of the Terrordrome to aim R-40s at Superion's head.

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

SKYWARP: Strike where you detect a fuel leak, and minor damage will become major. I learned your lessons well, Starscream.

He hears an approaching artillery shell whistle. The assassin transforms, jettisons the active camouflage pod-- it self-destructs to prevent enemies from capturing the technology-- and uses the energy that maintained his active camouflage to teleport, dodging the attack.


He reappears above a M65 field gun hidden by camouflage netting, and fires the R-40s. The M2E2s intercept two AAMs, but two explode upon the netting and ignite it.


Sledgehammer-- the M65-- transforms and throws away the burning netting.

SLEDGEHAMMER: You hit hard, but Sledgehammer hit harder!

Skywarp draws his swords and lunges.

SKYWARP: Not hard enough!

A bush-- Grimlock hidden by camouflage netting-- lunges to lock his jaws around Skywarp's sword arm.


The Tyrannosaurus slams him against the ground.

GRIMLOCK: Grimlock hit hardest!


SETTING: The Terrordrome.

Kenki blasts a hole in the roof. Snake Eyes jumps through the hole to land on the roof; cuts cover his flak vest.

SNAKE EYES: (He's strong.)

Kenki blasts a second hole; Serpentor jumps through the hole to projects kenki at the ninja.

SERPENTOR: Stronger than you!

Snake Eyes jumps to dodge the attack. The samurai lunges, the swords reaching for the ninja's throat and chest. Snake Eyes turns sideways to hide his left hand; his right hand raises the sword and slashes. Serpentor's katana slashes to counter Snake Eyes' kenki; his wakizashi reaches for the ninja's throat. Snake Eyes somersaults to dodge the attack; tools fall from his load-bearing vest.

Serpentor lunges; he doesn't see a fallen grenade and tape rise from the roof. He slashes; Snake Eyes spins in midair to dodge the kenki as he psychokinetically tapes the grenade to Serpentor's backplate.

Serpentor kicks Snake Eyes' chest, slamming him against the roof. He raises his katana to slash; then the grenade explodes, shatters his backplate, and throws him into the air.


Snake Eyes falls backwards; when Serpentor is above him, he kicks, throwing the samurai against a radar antenna.

In the command center, Starscream stares at a monitor, watching US Army attack helicopters engage Cobra Mi-17 Hip helicopters to stop them from attacking Allied units or inserting reinforcements. A Tomahawk's cannons blast a Mi-17 to pieces; then static clouds the monitors.

COBRA LT 1: What happened?!

Cobra lieutenants type furiously, trying to discover what caused the malfunction.

COBRA LT 2: The early warning radar is down!

Serpentor suddenly crashes through the ceiling. Snake Eyes stands on him; the ninja's sword is thrust into the samurai's back, pinning him to the command center floor.


He coughs blood.

Starscream detaches the leading edges of his wings-- burning red power sabers-- and slashes horizontally. Snake Eyes jumps to dodge the attack, leaving behind his sword; kenki, projected over Serpentor's body, knocks him unconscious. Starscream slashes vertically to project kenki. Snake Eyes spins in midair to dodge the attack, lands, and draws a bayonet. Starscream smiles.

STARSCREAM: Not bad. I understand why Mindbender called you, "Superman," his greatest creation, but--

He psychokinetically lifts Snake Eyes off the floor, squeezes, and makes the ninja drop the bayonet; Snake Eyes' psychokinesis isn't powerful enough to counter Starscream's.


STARSCREAM: Even superhuman strength cannot defeat me. Die!

He projects kenki. Skywarp suddenly crashes through a wall and lands in front of Starscream, shielding Snake Eyes from the attack.


Starscream releases Snake Eyes and turns to the hole. Grimlock enters, followed by Slag and Sledgehammer.

The ninja uses the distraction to psychokinetically pull the sword out of the floor, into his hand.

STARSCREAM: Hello, Grimlock.

GRIMLOCK: Surrender or die!

STARSCREAM: I did well, yes? I was king of the world, accomplishing more in seven years than Megatron did in 7,000,000.

GRIMLOCK: Megatron try to take over world, but we crush him. Now we crush you.

Starscream looks up and smiles.

STARSCREAM: You can never crush a warrior's spark.

He sees Superion hovering over the Terrordrome; he rockets through the hole in the roof, the swords reaching for the super warrior. Thunderer blasts Starscream to pieces.

SLEDGEHAMMER: Why he do that?

GRIMLOCK: Starscream true warrior, choose death over dishonor.

Snake Eyes projects kenki, blowing away three chairs to reveal the Cobra lieutenants cowering under their consoles.


COBRA LT 2: We surrender!

COBRA LT 3: I don't want to die, I don't want to die...

Grimlock faces them.

GRIMLOCK: Then obey.


SETTING: The North Pacific.

Sunrise. Omega throws his anchors at Trypticon, tying the Giganotosaurus' arms together.


He rains 46 cm shells on Omega, but the Autobot won't release him.


He pulls the anchor chains. Trypticon loses his footing and falls onto the ocean floor.


Omega straddles him, pinning the Giganotosaurus to the ocean floor. The Autobot grabs Trypticon's jaws to pull them open.


His 15.5 cm and 25 mm guns fire, scorching Omega's armor. The Autobot ignores the damage and continues pulling to break the Giganotosaurus' jaws. Trypticon collapses onto the ocean floor, in stasis lock.

GRIMLOCK (RADIO): Starscream is dead! All Cobras, jettison weapons, exit vehicles, and surrender! Starscream is dead! All Cobras, jettison weapons...!

Omega smiles.

OMEGA: Mission complete.


SETTING: Times Square.

Noontime. A ticker-tape parade is being held in honor of GI Joe and the Transformers. Duke and Flint wave at the crowd as they ride a DUKW amphibious vehicle, followed by Grimlock and Slag's robot modes.

POTUS (RADIO): General Abernathy reported that we have achieved victory against Cobra and their Destronger masters, and seen the final end of the destructive worldwide conflict, in which we have been engaged since 1940. I received the news with gratitude and thanksgiving that the United States of America, and the entire civilized world, had been spared further damage and sorrow. But we will never forget the damage and sorrow we already endured, the lives forever lost, families forever separated, and homes irreparably destroyed by seven terrible years of war. Therefore, I--

A boy tugs his mother's hand and points at Sledgehammer's gun mode.

BOY: Look, Mommy! A Brontosaurus!

POTUS (RADIO): By virtue of the authority vested in me as President of the United States, proclaim V-C Day as a day of remembrance.

Shipwreck steps onto the sidewalk, grabs a nurse's hand, and passionately kisses her.


SETTING: A shrine in the Arashikage Dojo.

Storm Shadow and Nightbird's katana are displayed in front of their memorial tablets. Thomas, a six-year-old boy, kneels in front of the shrine to honor to his late parents.

TEXT: Arashikage, Thomas M. Future Grandmaster, Arashikage Ninja Clan.

He senses a presence, rises, and bows to the screen door.

THOMAS: Silent Master.

Snake Eyes' shadow appears on the screen; then the ninja opens the door and bows back.

SNAKE EYES: (Nightbird, your mother, has been avenged.)

THOMAS: But your heart is not at peace.

SNAKE EYES: (I promised Nightbird I'd protect you, but even as we defeated enemy after enemy, winning victory after victory, I sensed another enemy-- someone watching from the shadows to learn our strengths and weaknesses, waiting for the moment to strike.)

Thomas takes Snake Eyes' hand.

THOMAS: You cannot be ready for battle if you let fear grip your heart, crushing your spirit before it can rise to the challenge. Rest. You're not alone; your friends and allies will help you.

SNAKE EYES: (Thank you.)


TEXT: Nellis Air Force Base, Nevada. United States of America.

Skywarp and the Combaticons lie on a lab floor, their chest compartments open to reveal empty spark core chambers. Bumblebee and the Aerialbots march out of the lab, holding the Destrongers' spark cores (the Transformer heart).

TEXT: Area 51-- detainment unit for captured Decepticons. Reverse-engineering laboratory for Decepticon and Cobra military technology.

USAF security police flank the Autobots as they march down a corridor, towards a vault. The Autobots open the armored door, place the spark cores in the vault, and lock the door.

In a lab, Elita removes Swoop's spark core from a Hindustan Aeronautics Limited Ajeet (Invincible) fighter and installs it in a SEPECAT Jaguar GR.3A fighter. The Jaguar GR.3A transforms into a Dimorphodon, whose mouth opens to reveal metal-cutting teeth.

SWOOP: Shrieeeek! Swoop like new frame! Feel strong and fast!

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

ELITA: Good. Now get going, I have lots of work to do.

Cranes lift the Ajeet off the workstation. Elita walks to a console and begins typing. Bumblebee enters the lab.

BUMBLEBEE: Hey, Swoop. I see you've been upgraded. Are you ready to join the Dinobots?

SWOOP: Swoop complete training! Swoop ready to fight!

BUMBLEBEE: Well, don't get too excited and start a war without us, okay?

Swoop exits. Bumblebee approaches Elita as she examines blueprints for a laser pistol.

ELITA: I'm upgrading your laser pistols. By redesigning the resonator, we can increase the beam intensity by 20%.

BUMBLEBEE: The war's over. You don't have to work on weapons now.

ELITA: War is all I've known for 10,000,007 years. What else can I work on?

BUMBLEBEE: Well, your solar panels are famous for their efficiency. The Allies need--

Elita's head lowers in grief.

ELITA: Optimus and I built the Photovoltaic Palace to power a new generation of Transformers, who'd spread the ideals of peace and equality to the entire galaxy. Now that Optimus is gone, I've lost faith in those ideals.

She glances at Bumblebee; her optics burn with rage.

ELITA: The war taught me that peace and equality could only be established and maintained by force of arms-- by warriors and weapons. Now leave.

She faces the monitor and continues typing.

ELITA: I have work to do.

BUMBLEBEE: S-sorry. I'll leave you alone.

He exits the lab. Silverbolt faces Bumblebee in the corridor.

SILVERBOLT: Wars never end. There are always enemies to fight-- including our own fears and doubts.

BUMBLEBEE: Then what do you fear?

SILVERBOLT: Defeat and failure.

Silverbolt aims his rifle down the corridor; his HUD reads, "N: STANDBY".

SILVERBOLT: But I can never let my fears interfere with the mission.


TEXT: Decepticon Spaceport 101. Polyhex, Cybertron.

Four Decepticons stand guard at the main gate; eight Sweeps patrol the perimeter, scanning the area like guard dogs sniffing for the scent of blood. Then mortar rounds rain on the gate. Guard One detects the incoming rounds and rockets into the sky.

GUARDS 2, 3, 4: Argh!

They die. Guard One hovers over the burning gate as his HUD traces the mortar rounds' trajectory to track them to the mortar's position; then it projects crosshairs over Magnus-- two blue tractors transporting a mortar tube and base.

GUARD 1: Headquarters, this is Gate One Guard. We're under attack, I say again, we--

A graser beam pierces his chest armor to destroy his spark core.

GUARD 1: Ah!

His lifeless frame falls onto the ground. Shockwave-- a gray delta-winged fighter with a violet Cyclops skull, its eye shooting four thunderbolts, replacing the Decepticon insignia-- flies over the frame, towards a hangar, followed by Arcee-- a silver stub winged fighter.

SWEEPS: Shrieeeek!

They transform into delta-winged fighters, climb towards Shockwave and Arcee's fighter modes, and launch missiles. Arcee transforms; her laser rifle targets the incoming missiles and fires, intercepting them as Shockwave destroys the Sweeps.

Magnus drives to a hangar, followed by Wheelie-- an orange flying saucer. They transform to robot mode; then Shockwave lands in front of them. Arcee lands behind Magnus to face Wheelie, a Transformer child.

TEXT: Arcee-- Autobot counter-terrorism specialist (rank: 5).

ARCEE: Are you fully functional, Wheelie?

TEXT: Wheelie-- Autobot prototype.

WHEELIE: A good prototype is Wheelie, listen to Arcee; follow Magnus even though he's boring.

Arcee frowns and wags her finger at the prototype.

ARCEE: Bad Wheelie! Magnus is our commander. You shouldn't say things like that.

Wheelie's head lowers in shame.

WHEELIE: Wheelie sorry.

TEXT: Ultra Magnus-- Cybertron-based Autobot Commander-in-Chief, former Autobot Second-in-Command (rank: 9).

MAGNUS: Apology accepted, now let's complete our mission before Decepticon reinforcements arrive.

He marches past Shockwave to open the hangar doors. Shockwave reaches for Magnus' shoulder.

SHOCKWAVE: Halt; there is an 87.1% probability there is--

Magnus opens the door; then missiles rain on him, throwing him against the runway.



His powerful radar penetrates the hangar walls; his HUD projects crosshairs on the eight Sweeps in the hangar. He shoots through a wall to destroy a Sweep behind it.

SWEEPS: Shrieeeek!

They burst through the wall to attack Shockwave and Magnus.

TEXT: Sweep-- hunter-killer drone.

Arcee pushes Wheelie behind her, out of the line of fire, and targets a Sweep; then laser beams reach from the hangar to hit the back of each Sweep's neck, beheading them.

Arcee targets Nightracer, who exits the hangar and approaches Shockwave.

TEXT: Nightracer-- Decepticon counterintelligence specialist (rank: 5).

NIGHTRACER: I apologize for failing to warn you. Scourge anticipated your arrival and moved the shuttle to Hangar Five.

SHOCKWAVE: You know what must be done.


She aims a laser pistol at Shockwave, who glides sideways, out of the line of fire. Shockwave's right hand grabs her forearm; his left forearm-mounted graser cannon fires to sever Nightracer's arm.


She collapses onto the runway, in stasis lock.

Shockwave holsters Nightracer's pistol, looks down upon the female Decepticon, and projects golden light from his optic. He telepathically overwrites her memory to show him charging into the hangar, disarming Nightracer, and using her pistol to destroy the Sweeps; then his head turns.

SHOCKWAVE: Hangar Five.

He leads the Autobots to the shuttle.


TEXT: Decepticon Ministry of Propaganda-- former Autobot Capitol. Iacon, Cybertron.

Morning. Galvatron, wearing a copy of Megatron's helmet, stands on a podium to address the Decepticon Army.

TEXT: Galvatron-- Megatron imposter, Decepticon Commander-in-Chief (rank: 10).

GALVATRON: My power is everything; to contemplate defeat is absurd! We will crush the Autobots and the traitor Shockwave, destroying all obstacles to the conquest of the galaxy! Victory will be ours!

DECEPTICONS: Hail the Mighty Megatron, hail! Your power is everything; to contemplate defeat is absurd!

Alpha Q and two lesser Quintessons-- cyborgs with four faces beneath a golden skullcap, two muscular arms, and six mechanical tentacles beneath their bodies-- hover in the shadows behind Galvatron, waiting for the rally to end. Galvatron finally turns around and enters the Capitol.

TEXT: Quintessons-- the Master's enforcers.

ALPHA Q-FAMINE: Megatron, seven minutes ago, the rebels attacked Spaceport 101, stole a shuttle, and escaped. We salvaged a memory module from a guard; it confirms Shockwave and Ultra Magnus' presence.

GALVATRON: What is their destination?

Alpha Q's head rotates to the Face of Pestilence as he follows Galvatron down a corridor.

ALPHA Q-PESTILENCE: The rebels disabled the transponder; we can only estimate their destination from the shuttle trajectory, which is apparently Sector 12-08-41. We will dispatch Scourge and the Sweeps; they will seek and destroy the rebels.

GALVATRON: Half-measures will not please the Master. Dispatch two Sweeps; have them report the rebels' location and await further orders.

Alpha Q's head rotates.

ALPHA Q-DEATH: What are your plans?

Galvatron smiles, opens a vault, and enters. Alpha Q follows; the armored door closes behind them.

Trion is bolted to a wall, his chest compartment open to reveal the spark core. Seven cables connected the spark core to a computer console-- an Electrocutioner controller.

Galvatron approaches the controller.

TEXT: Alpha Trion-- Autobot elder, former guardian of the key to Vector Sigma.

GALVATRON: Your courage is admirable, but even it has limits. Now you will submit to my power.

TRION: The k-k-key is destroyed. W-w-what more do you w-w-want with me?

GALVATRON: You are a first generation product of Vector Sigma, the sensor through which Primus observes the galaxy; you share the same computation matrix. Your power supply can merge with its frame and reactivate it, so we can control the planetary turbines.

TRION: W-w-what will you do with the t-t-turbines?

Alpha Q's head rotates.

ALPHA Q-WAR: Once Cybertron's mobility is restored, it will become a cosmic dreadnought, the weapon with which we will seek and destroy all who dare resist the Master's will.

TRION: N-n-never!

GALVATRON: We shall see.

He presses a button to activate the Electrocutioner. Electricity arcs down Trion's restraints; smoke rises from cracks in his body panels.

TRION: Ahhhh!



Midnight. A Decepticon shuttle burns red as it enters Earth's atmosphere.

USAF radar stations detect the shuttle and track its descent. In the AFB command center, Hawk stands behind five USAF lieutenants typing furiously in front of computer consoles.

Bumblebee drives to Hawk's side and transforms.

TEXT: Hawk-- Abernathy, Clayton M. General (O10), US Army. GI Joe Commander.

HAWK: Well?

A monitor shows the Decepticon insignia on the shuttle.

BUMBLEBEE: Starscream must have called for reinforcements before his destruction. We must intercept the shuttle!

USAF LT 1: Analyzing bogie trajectory to calculate point of impact... General, it's heading straight for us!

A monitor shows a Nike Zeus missile battery preparing to fire.

USAF LT 2: Zeus batteries are at full alert.

USAF LT 3: Prepare to fire.

USAF LT 4: Bogie is emitting hyperwaves... a transmission?

BUMBLEBEE: It's an Autobot IFF code!

Hawk faces him.

HAWK: What?!

BUMBLEBEE: An identification friend or foe code! Anyways, we cannot shoot them until we investigate!

Hawk turns to the lieutenants.

HAWK: Weapons tight! Alert Rescue Team One, we're sending them out with the Autobots!

USAF LT 5: Yes, Sir.

In the desert, a Kaman HH-43 Huskie rescue helicopter flies towards the crashed shuttle, followed by Bumblebee and Elita-- a silver General Motors Firebird III turbine-powered car. The shuttle launches a probe.

HH-43 PILOT: Ahhhh!

The HH-43 swerves to dodge an anticipated attack.

BUMBLEBEE (RADIO): Don't worry; it's just a probe! See, it's harmless!

The HH-43 pilot calms down to fly straight and level.

PROBE: Scanning local life forms for technological adaptation to present environment.

It scans two hangars at the AFB.

The streamliner and the Firebird III stop and transform in front of the shuttle.

BUMBLEBEE: I wonder who's inside?

The shuttle hatch opens. Shockwave flies through the hatch, over Bumblebee and Elita, and lands behind them. His graser cannon targets Elita; the laser pistol in his right hand targets Bumblebee.


They draw laser pistols and target Shockwave.

MAGNUS: Weapons tight!

Bumblebee turns to the shuttle hatch.

BUMBLEBEE: Ultra Magnus?!

Magnus exits the shuttle.

MAGNUS: Don't worry, Shockwave's on our side.


ELITA: Impossible!

Bumblebee lowers his pistols; Elita's pistol still targets Shockwave's head. Shockwave ignores her and lowers his weapons.

TEXT: Shockwave-- former Decepticon Second-in-Command (rank: 9).

SHOCKWAVE: A Megatron imposter now commands the Decepticon Army. I refused to submit to the imposter's authority, so he accused me of treason and ordered my death. Logic dictates an alliance with the Autobots for now.

ELITA: For now.

Arcee and Wheelie exit the shuttle.

ARCEE: Elita One!

Elita turns to the shuttle, sees Arcee, and lowers her pistol.

ELITA: Arcee, you're alive!

She runs to Arcee; they put their hands on each other's shoulders.

ELITA: How have you been?

ARCEE: It's terrible! The Decepticons have conquered Iacon and captured Alpha Trion; they now control all of Cybertron!

MAGNUS: We need Optimus; we need the power of the Matrix to light to our darkest hour.

Elita's head lowers in grief.

ELITA: Optimus is gone.


ELITA: He channeled the power of the Matrix to stop a Decepticon super warrior, which destroyed his frame and darkened the Matrix. Grimlock keeps the now powerless Allspark as a symbol of his authority.

ARCEE: What'll we do now?!

Shockwave turns to Elita.

SHOCKWAVE: A heavy graser cannon can provide the necessary light. You will help me design and construct it.

Elita ignores him, faces Wheelie, and smiles.

ELITA: Hello. What's your name?

WHEELIE: I'm Wheelie; you're pretty.

ELITA: Thank you, Wheelie.

ARCEE: He was the last prototype Alpha Trion built before...

Her head lowers in grief.

ELITA: Don't worry, we'll find a way to save him and liberate Iacon.


SETTING: Earth's stratosphere.

Omega rockets west towards Area 51. The Dinobots stand in the VTOL hangar; Grimlock faces a hologram projector displaying Magnus, Elita, and Shockwave's images.

GRIMLOCK: Grimlock Autobot Commander on Earth! No challenge Grimlock's authority!

MAGNUS: Fine, I acknowledge you as Autobot Commander on Earth. Now what are we going to do about Megatron?

SHOCKWAVE: He is not Megatron; he is an imposter. Your own records confirm Megatron's death.

MAGNUS: Fine, what are we going to do about the imposter?

GRIMLOCK: We build weapons, build army, build ships. Then we go to Cybertron and crush Decepticons!

MAGNUS: Do you really think the imposter will wait for us to build an army that can challenge his?

GRIMLOCK: Magnus form spec ops force, launch hit-and-run attacks on Decepticon bases, sabotage Decepticon ships to buy time.

MAGNUS: We don't have the means to attack targets on Cybertron.

ELITA: But we will have the means to assassinate the imposter.

Magnus turns to her in surprise.

ELITA: A decapitation strike can buy us time to build our forces.

GRIMLOCK: Ha ha ha! Magnus fear Megatron. Now Elita One braver than Magnus! Ha ha ha!

OMEGA: Warning, unidentified flyers detected. Warning...

SLAG: Slag check them out.

He rides the elevator to the battleship-carrier flight deck, using electromagnets in his feet to avoid being blown off. Air friction disrupts the active camouflage of two planes stalking Omega. Slag sees the insignia on the lead plane; his HUD reads, "TARGET LOCKED-- FIM-92: ARMED".

SLAG (RADIO): Decepticons!

The planes shoot at Slag; the force field deflects the laser beams.

GRIMLOCK: Battle stations!

He shuts off the hologram projector and joins Slag on the flight deck, followed by Sledgehammer. Slag is shooting at a Sweep-- a purple Tu-128M Fiddler fighter-- whose active camouflage system is damaged.

SWEEP 1: Shriek!

Its radome (disguised jaws) opens to reveal metal-cutting teeth.

Grimlock looks left and right, and sees sparks fly from an invisible Sweep.

GRIMLOCK: Target, two o'clock!

Stray shots damaged the Sweep, letting Grimlock see it. The Tyrannosaurus shoots as the Sweep fires two R-4 long-range AAMs; the plasma beam detonates the AAMs in midair before hitting the Sweep.

SWEEP 2: Shrieeeek!

It tumbles out of control.

Grimlock leans over the flight deck, his turret tracking the Sweep falling towards the ground. A graser beam suddenly disrupts the force field, blinding him.

GRIMLOCK: Roarrrr!


He shoots at the graser beam's source. The HE shell explodes in midair, damaging a purple Tu-22P electronic warfare plane's active camouflage system.


The Tu-22P's nose cone opens to reveal metal-cutting teeth. His inflight refueling probe (a disguised graser cannon) targets Sledgehammer.

Omega's airbrakes suddenly deploy; the graser beam barely misses the battleship-carrier bridge.

DINOBOTS: Roarrrr!

Sweep One crashes and explodes upon Omega's force field; Sweep Two transforms into a robot Ceratosaurus, using its frame as an airbrake to avoid crashing.

The Tu-22P transforms into a Ceratosaurus with a skull-like sensor turret on its forehead-- Scourge.

TEXT: Scourge-- Decepticon Second-in-Command, Sweep commander (rank: 9).

SCOURGE: Heretic! I will dismantle you and cast your components into the Pit!

Shockwave-- a F-12B fighter variant of the Lockheed SR-71 Blackbird reconnaissance plane-- fires four AIM-47 AAMs to shatter Scourge's back armor.


Shockwave accelerates; Scourge is now in range of his graser cannon. He shoots; Sweep Two flies in front of Shockwave to shield Scourge, and is destroyed.

SCOURGE: Shockwave!

He hears mechanical noises, and turns to see Omega's 16" guns targeting him.

SCOURGE: You will not escape the Master's wrath!

He transforms, rockets into the sky, and escapes.

Shockwave transforms and approaches Grimlock, whose optics have recovered.

SHOCKWAVE: Are you functional?

GRIMLOCK: Functional enough to crush new Decepticon! Why you interfere?!

SHOCKWAVE: I had the first shot. Logic dictates using it to defeat the enemy.

GRIMLOCK: Grimlock remember this if Grimlock need to crush you.


SETTING: Galvatron's throne room.

Galvatron grabs Scourge's throat to lift him off his feet. Electricity arcs from the Decepticon Commander's fingers; smoke rises from cracks in the assassin's armor.


GALVATRON: I ordered the Sweeps to report the rebels' location and await further orders. They were to remain hidden until we were ready to strike. Why did you disobey my orders, alerting our enemies?


Galvatron slams him against a wall; Scourge collapses onto the floor.

SCOURGE: Commander, I c-c-can explain! I m-made an alliance with one of the sentient beings on that planet! Together, we can drive the Autobots from the planet, from their sanctuary! The Autobots will be cut off from their energy supplies, weak and vulnerable!

Galvatron looks down upon him; the Decepticon Commander's eyes burn with rage.

GALVATRON: Then I will meet with this ally and see if he can convince me to spare you.


TEXT: Schloss Totenkopf (Castle Death's Head)-- Military Armaments Research Systems (MARS) Headquarters. Switzerland.

Sunset. Schloss Totenkopf crowns a hill overlooking Lake Lucerne. The castle turrets, whose roofs hide retractable ZU-23 antiaircraft guns, have a carved Totenkopf facing each of the four winds; carved skeletons flank each of the keep gates.

Iron Grenadiers march around the keep. They wear flak jackets and protective masks, and carry Makarov pistols, AKM rifles, and RPG-7 launchers.

TEXT: Iron Grenadiers-- MARS security forces.

GRENADIERS: We're the Iron Grenadiers! Provoke us not; we have no fears! We'll fight with guns; we'll fight with spears! We'll make you pay in blood and tears! We're the Iron Grenadiers!

In the keep, eight Iron Grenadiers escort Destro to a fireplace carved to resemble a dragon's jaws-- the gates of hell. Destro wears tilting armor with a mask of rage in honor of his ancestors, but with a Stechkin machine pistol instead of a claymore.

TEXT: Destro, James McCullen-- 24th Baron of Destro. MARS Director.

Destro draws a ceremonial dagger and inserts it in the dragon's eye (a disguised lock). The flames extinguish to reveal a hidden door, which slides open. Destro and the grenadiers march down a secret passage; the door closes behind them and the flames ignite.

The passage leads to a cave whose mouth leads to the lake; two Beriev Be-10 Mallow jet-powered flying boats are docked there, ready to transport weapons.

Galvatron, Scourge, and two Sweeps stand in the water. Destro bows to the Decepticons.

DESTRO: Greetings, Colonel Scourge. How may I be of service?

Scourge bows to Megatron.

SCOURGE: Mighty Megatron, this is Destro, a human weapons manufacturer and merchant.

GALVATRON: As Decepticon Commander and Cybertron's ruler, I order you to drive the Autobots from Earth so we can destroy them!

DESTRO: General Megatron, I run a business, not an army. I profit from selling weapons, not from using them. Besides, if Starscream and the forces he commanded couldn't defeat the Autobots, what chance do I have?

GALVATRON: Then I have no use for you.

His right forearm-mounted fusion cannon targets Destro. Zarana pilots Overkill, who rises from the water.

TEXT: Zarana-- real name unknown. Iron Grenadiers Commander.

Overkill and three BATs grab Galvatron's limbs. Galvatron slams Overkill against a Be-10, rupturing the flying boat's fuel tanks.


Galvatron generates electricity to destroy the BAT holding his arms and legs; sparks ignite the fuel leaking from the Be-10.

The grenadiers cower as the Be-10 explodes; burning fuel covers the water.


ZARANA: My Laird!

Overkill targets Galvatron, who grabs Destro before Zarana can shoot.


GALVATRON: Will you obey me and drive the Autobots from Earth?

DESTRO: I know a warrior who fought under Starscream's command. He has the skills and experience necessary to defeat the Autobots. I will commit all of my resources to help him.

GALVATRON: Where is he?


TEXT: US Penitentiary Alcatraz, California. United States of America.

Midnight. Serpentor is doing pushups in his cell. His regeneration abilities healed his wounds, leaving only a star-shaped scar.

An explosion interrupts Serpentor, who rises as the alarm howls and the searchlights turn on. He steps to the door and looks through the peephole; armed guards are running down the corridor.

A robot claw reaches through the wall behind him.


He draws a stone shiv and points it at the robot claw. The wall collapses to reveal Destro riding on Scourge's shoulder.

DESTRO: Your Majesty, we've come to free you!

SERPENTOR: No. The Decepticon defeat proved how weak they were. I will not ally with such weaklings and be humiliated again!

SCOURGE: Then you leave me no choice.

He grabs Serpentor.

SERPENTOR: How dare you?!

He stabs at Scourge's claw as he's put in the Ceratosaurus' mouth.



SETTING: Area 51.

Morning. In a hangar, Shockwave, the Autobots, and the Joe officers watch a film of the attack on Alcatraz. Galvatron and the Sweeps strafe the guard towers, destroying four; Scourge uses the distraction to free Serpentor.

HAWK: We suspect Destro Junior, but without evidence, we cannot convince the Swiss to extradite him.

GRIMLOCK: Where is Destro?! We hunt down Destro, make him talk! If he no talk, we crush him!

SCARLETT: No! If we're seen as the aggressors, the US will become a pariah nation, diplomatically and economically isolated!

DUKE: I agree. We cannot endanger our alliances with other human nations.

GRIMLOCK: Joes weak, Dinobots strong! We no need you to crush Decepticons!

ELITA: If Destro is aiding the Decepticons, he's surely protected by them. If we attack him, the Decepticons will send reinforcements-- maybe more than we can handle.

SHOCKWAVE: Logic dictates we avoid alerting the enemy for now.

GRIMLOCK: What logic dictate you do while Decepticons prepare for war? Run and hide?

A USAF lieutenant enters and runs to Hawk's side.

USAF LT: Sir...

He views Shockwave with suspicion.

HAWK: It's okay, Lieutenant. He's on our side... for now.

USAF LT: Sir, the French capital is under attack. The new Decepticons were sighted leading a BAT squadron.


HAWK: Damn.

SHOCKWAVE: Logic dictates we prepare to meet them in battle.

He flies out of the hangar.


TEXT: Château de Versailles-- Capital of the Provisional Government of France.

Crushed and burning antiaircraft cannons, tanks, and APCs litter the palace grounds. Two Grenadiers use a bulldozer to move dead and dying soldiers off the streets as BATs hover overhead.


GRENADIER: Shut up and stay dead!

The bulldozer blade rises and lowers upon the French soldier, crushing him.

Serpentor wears an unpainted copy of his armor, provided by Destro. The Cobra Emperor marches down a palace hall, followed by the MARS Director. Nutrient tanks line the walls, brainwashing French prisoners of war and transforming them into Vipers.

SERPENTOR: I am not impressed with your new allies, Destro. Starscream also had the power to crush a human army and capture a fortified city, but the Autobots defeated him nonetheless. Why do you think Megatron won't share his fate?

DESTRO: I do not know if Megatron will succeed where Starscream had failed; I only know he'll kill me if I defy him.

SERPENTOR: You chose to live a slave instead of dying a warrior?

DESTRO: I'm a businessman, not a warrior. Immortality is meaningless if one cannot live to enjoy one's fame and fortune.

SERPENTOR: You wish to avoid your father's fate.

He stops, draws his katana, and holds the blade in front of Destro's eyes.


SERPENTOR: Starscream told me of how your father took control over Bruticus and, mad with power, attacked the Autobots, only to die by their hands.

DESTRO: His ambition was to rule the world; it cost him his life. I don't share his lust for power; I won't share his fate.

Serpentor returns the katana to its scabbard.

SERPENTOR: Very well.

SCOURGE (RADIO): Serpentor, the Aerialbots are approaching from Sector 06-08-47, velocity, 2450 kilometers per hour.

Serpentor presses a button on his helmet to radio Scourge.

SERPENTOR: The Vipers' indoctrination is 90 to 120 minutes away from completion. Can you defend the base from the Autobots and GI Joe until then?

SCOURGE (RADIO): I will crush them!

Serpentor faces Destro.

SERPENTOR: Let us see if he's a worthy ally.

Five B-58A bombers carry reentry pods designed to insert EATRs. The Aerialbots fly below the B-58As to shield them. 16 Sweeps climb towards the planes.

SILVERBOLT: Incoming, 11 o'clock!

The Sweeps fire AAMs. Air Raid dives, transforms, draws his sword, and parries the AAMs.

AIR RAID: Come on, you can do better than that!

The Sweeps climb within hand-to-hand combat range and transform. AIM-7Bs suddenly explode around Air Raid, forcing the Sweeps away from him.

Air Raid angrily watches Skydive's robot mode dive towards the Sweeps.

AIR RAID: Hey, they're mine!

He lunges and impales a Sweep; kenki shatters its frame so he can recover his sword. One Sweep lunges at his head as a second lunges at his waist; Air Raid slashes, destroying both Sweeps.

Skydive detaches his external fuel tanks (disguised laser pistols) and shoots two Sweeps, beheading them.

SILVERBOLT: Fireflight, Slingshot, maintain formation!

B-58A PILOT: Prepare to deploy reentry pods. Five, four, three, two, one... Go Joe!

Each bomber drops four pods, which deploy parachutes to slow their descent. The B-58As rocket away from the palace, their mission completed.

Overkill's radar detects the pods.

ZARANA: Incomiiiing!

She shoots and destroys a pod. The Grenadiers stop the bulldozer, jump out, and take cover.

The pods split open; the Joes shoot at the BATs as they descend. Roadblock fires two Stingers at Overkill.

ZARANA: Yaaaa!

Overkill's cannons intercept the AAMs. Zarana keeps shooting.

Roadblock jettisons the parachute, uses the EATR booster rockets to fly backwards, and dodges the 30 mm shells.

ROADBLOCK: We scrapped you once; we can scrap you again!

His Gatling gun shoots at Overkill, who sidesteps to dodge the 20 mm shells.

ZARANA: Where in hell are our so-called allies?!

A Sweep, its arms and legs shot off, crashes in front of her.

SWEEP: Shriek!

Two Sweeps shoot into the air as they descend. Laser beams rain on the Sweeps, who explode.

Zarana raises the dismembered Sweep over her head, using the drone as a shield.

ZARANA: Never mind.

Superion lands in the courtyard.

SUPERION: All invaders, jettison your weapons...

Galvatron's 152 mm howitzer (a disguised fusion cannon) fires to throw Superion off his feet.


Galvatron-- a purple ISU-152 assault gun-- drives forward, transforms, and targets Superion's head.

GALVATRON: This is my weapon. You may take it if you have the strength to defeat me-- but you don't. Die!

A graser beam hits his forehead as he shoots; the artificial sun barely misses Superion.


Shockwave's fighter mode dives towards him.

SHOCKWAVE: I calculate my strength to be sufficient for that task.

He shoots. Galvatron removes his helmet and throws it at Shockwave; the beam vaporizes the helmet, buying Galvatron time to take cover.

Scourge lunges; his jaws lock around the F-12B cockpit.


SCOURGE: I'll tear you to pieces!

Swoop dives towards them, firing his 30 mm cannons. Three shells shatter Scourge's right optic.


He releases Shockwave. Swoop fires two Martel ASMs at Scourge's back, blowing him out of control towards the ground.

SCOURGE: Commanderrrr!

Galvatron shoots at Swoop. The Jaguar GR.3A transforms; the Dimorphodon uses his frame as an airbrake to dodge the shot, but fails to kill Scourge.

SWOOP: Shriek!

Galvatron catches Scourge before he falls.

Serpentor's head tilts to dodge a stray shot that shatters the window, damaging a nutrient tank in the hall. Outside, Omega, Magnus, Arcee, and the Dinobots land in front of Galvatron.

SERPENTOR: Destro, deploy the smoke generators to cover the BATs as they remove the nutrient tanks, and abandon base. This I command!

Destro bows.

DESTRO: Yes, Your Majesty.

Smoke rises from hidden generators in the courtyard, concealing Overkill and the Grenadiers as they retreat. The EATRs shoot through the smoke, but refuse to charge into a potential ambush.

Galvatron releases Scourge, who lands on his claws. He smiles, facing Shockwave, the Autobots, and a recovering Superion.

SHOCKWAVE: You're outnumbered and outgunned. Logic dictates you surrender.

GALVATRON: You failed to include one factor.

An artificial sun penetrates Omega's force field, cracks his helmet, and throws him off his feet.

OMEGA: Argh!


Trypticon strafes the Joes, Shockwave, and the Autobots, forcing them to take cover.

DUKE: Damn it, how'd they get his spark core out of the vault?!

Thunderer shoots back; the attacks are useless against Trypticon's force field.

SUPERION: Face extinction, you damn lizard!

Trypticon transforms to robot mode and rams Superion.


He steps on Superion's chest, bites off the Autobot's right arm and super weapon, and throws them into a fountain.


Trypticon's jaws lock around his head.

Wheelie-- an orange Wallis WA-116 autogyro resembling the one James Bond (Sean Connery) will pilot in 'You Only Live Twice', armed with two M18A1 7.62 mm minigun pods, two M260 70 mm rocket launchers, and chaff/flare dispensers-- stealthily flies towards Trypticon. The prototype transforms; his hands burn red as they magically neutralizes the force field, letting him put a W54 SADM between two of the Giganotosaurus' lower teeth. Wheelie transforms again and flies away.

The SADM explodes, forcing Trypticon to release Superion.


Galvatron targets Wheelie.

ARCEE: Oh no you don't!

She shoots, hitting Galvatron's face and forcing his optics to shutter.

GALVATRON: Ah! Shocking female!

His radar lets him target Arcee, who somersaults backwards to dodge the artificial suns. Magnus' rifle (a Little David 36" (914 mm) heavy mortar in direct fire mode) fires a 3650 lb (1656 kg) shell to blow Galvatron off his feet.


Slingshot (Superion's right arm) transforms to robot mode, carries Thunderer to Superion's side, transforms again, and reattaches himself to the super warrior.

SUPERION: Good job, Slingshot.

He targets Trypticon. Missiles and shells explode upon the Giganotosaurus' force field.

Scourge lunges at Magnus.

SCOURGE: Roarrrr!

Grimlock lunges, rams Scourge's side, and slams him against the ground.


GRIMLOCK: Decepticons weak! Dinobots strong!

He shoots. Scourge's wings fold up as he rolls to dodge the plasma beams.

Galvatron's optics recover; he rises and turns to Trypticon.

GALVATRON: Finish them!

Sparks shoot from Trypticon's wound as he targets Superion; his HUD reads, "FUSION CANNON INOP". His lower jaw quivers; his HUD reads, "JAW ACTUATORS 1, 2, 3, INOP".

TRYPTICON (RADIO): Main weapon damaged. Jaws damaged. Must retreat and repair damage.

Galvatron turns to see Scarlett's EATR carry Wheelie away from the battle. Arcee stands in front of the human and the prototype to shield them.

GALVATRON: Decepticons, retreat!

Scourge and Trypticon transform to rocket away; the Giganotosaurus' lower jaw flaps in the wind. Galvatron is last to leave.

JOES: Yahoo! We won!

Arcee puts her hands on Wheelie's shoulders.

ARCEE: I told you to stay with Elita One so you'll be safe! How'd you get here?!

WHEELIE: Ultra Magnus bring big toolbox, Wheelie fly in and out to rock!

MAGNUS: Sorry, I should've checked it before we left.

GRIMLOCK: If prototype want to battle, let him! It make him strong; prepare him for upgrade!

Arcee angrily turns to him.

ARCEE: Monster.


SETTING: Area 51.

Noontime. Scarlett and Flint examine the vault lock; Hawk and Duke stand behind them.

SCARLETT: Someone reset the timer twice-- once to get Trypticon's spark core, once to hide the crime.

FLINT: Do you think Shockwave d-did it? He's a Decepticon, after all.

DUKE: If he did, why didn't he get Skywarp and the Combaticons' spark cores? The Destrongers' bodies are right in the lab; all Shockwave had to do was neutralize Elita.

SCARLETT: The thief didn't want to risk a confrontation with Elita One, which means he's probably human.

DUKE: So someone, maybe one of Destro Junior's men, infiltrated the base, stole Trypticon's spark core, took it to Pearl Harbor, and installed it in the mothballed battleship-- along with that fusion cannon in the dinosaur's mouth?

Flint has a flashback of Soundwave telepathically scanning his memory, and trembles.

SOUNDWAVE (MEMORY): (I have the information we need... I have no further need for him...)

FLINT: Shockwave s-said Soundwave was his b-b-brother; he might have that m-monster's mind reading or even mind control abilities.

Hawk approaches them. Duke stands at attention, but Hawk waves, ordering him not to call the others to attention.

HAWK: We couldn't contact Pearl Harbor, so we sent two RB-58s to check it out. The pilots reported seeing smoke rise from the shipyard; then two of those new Decepticons drove them off. Intel is still analyzing the photos, but I wouldn't be surprised to see a Cobra flag flying over Hickam.

FLINT: So Pearl Harbor is under enemy control again.

HAWK: Not for long.


TEXT: Hickam Air Force Base, Hawaii. United States of America.

Strato-Viper-- a Cobra pilot whose DNA has been recombined to let him resist the effects of extreme temperatures, high altitudes, and g-forces-- wears a USAF flight suit. He looks out the control tower window to see Chromia-- a blue Chengdu J-7E fighter with violet thunderbolts painted on the wings-- use a hologram projector to disguise herself as a Convair F-106A Delta Dart fighter in USAF markings. The pilot presses a button on his helmet to radio Chromia-- the transmission is encrypted to prevent others from eavesdropping.

TEXT: Strato-Viper-- real name unknown. MARS pilot. Former captain, Cobra Air Force.

STRATO-VIPER: Permission to speak, Ma'am?


STRATO-VIPER: Do you really think we still need that gizmo?

Chromia transforms and stares at a dry dock the Destrongers built in 1942, where Trypticon is being repaired.

TEXT: Chromia-- Destronger assassin (rank: 5).

CHROMIA: Starscream taught me to prepare for all contingencies-- that was why he ordered me to distract the Autobots and their human allies until we were ready to face them.

Flashback begins. Morning. In a guerilla camp, Somali guerillas examine PPSh-41 submachine guns as their leader shows Destro a bag of diamonds.

TEXT: Fall, 1940. British Somaliland Protectorate.

Destro examines the diamonds, confirms that they're genuine, and puts the diamonds into a suitcase. A guard runs in front of the leader to warn him. The leader uses binoculars to see British soldiers ride Valentine infantry tanks towards the camp; then he ducks as a Mitsubishi J8M Shusui ("Autumn Water," a poetic metaphor for "Sharp Sword") rocket fighter flies over the camp.

Chromia-- the Shusui-- fires her 30 mm cannons to destroy the tanks, throwing burning bodies into the air. One soldier jumps off just before his tank explodes; he rolls on the ground to extinguish the flames on his uniform. Chromia transforms to land on her feet; her forearm-mounted cannon targets the soldier. The soldier grabs his rosary instead of a weapon; he cries and begins praying. Chromia lowers her arm, sparing the soldier. Flashback ends.

CHROMIA: The lesson let me deal with his defeat; you should learn it too.

STRATO-VIPER (RADIO): But Megatron has already conquered Cybertron. He might succeed where Starscream failed.

CHROMIA: Starscream and the Autobots' records confirmed Megatron's death, so who is this new Megatron? How can we trust him?

She faces Strato-Viper.

CHROMIA: We cannot.


SETTING: Area 51.

A lab stores technology the Joes salvaged from Versailles. Inside, Snake Eyes stares at a dead Viper in the damaged nutrient tank. The glass cylinder reflects his unmasked face-- transparent eyelids and eyes with vertical pupils, scales covering his skin, and sharp teeth.

Scarlett and Jinx enter the lab. Jinx, who removed her goggles to reveal eyes like Snake Eyes', bows to her master.

JINX: Silent Master, General Abernathy wishes to consult you.

SNAKE EYES: (Very well.)

He puts on his mask and goggles as he turns to the door. Scarlett puts a hand on Snake Eyes' shoulder and whispers.

SCARLETT: You're not like them; you're not a monster.

Snake Eyes uses American Sign Language.

TEXT: I know I'm not a monster. I fear something else.


TEXT: That others must suffer as I do. To lose their faces, their voices, their names-- that which defines them as humans.

SCARLETT: Humans are also defined by their relationships with others. Cobra cannot take that away.

TEXT: Thank you.

Snake Eyes holds Scarlett's hand.

JINX: Silent Master?

SCARLETT: We're ready.

They march through the door. Jinx puts on her goggles and follows them to the hangar.

Bumblebee and the Joes sit in front of a slide projector. Sparkplug turns to Roadblock.

TEXT: Sparkplug-- Witwicky, Christopher L. Corporal, US Marine Corps.

SPARKPLUG: Permission to speak, Sergeant?

ROADBLOCK: Joes never address each other by rank; that tells enemy snipers whom to shoot first. You call me Roadblock; I'll call you Sparkplug. Now speak.

SPARKPLUG: Does a Snake Eater really make a soldier invincible?

ROADBLOCK: A Snake Eater's a good weapon, but like all weapons, it has its flaws. Heavy weapons, like cannons and rockets, will turn it into a metal coffin. But if you remember your training and think, the Snake Eater won't become your coffin.

He puts a hand on Sparkplug's shoulder.

SPARKPLUG: Don't worry, just stand by me and follow orders; you'll be fine.

Duke and Flint enter the hangar.

DUKE: How's Lady Jaye?

FLINT: She wants to serve her country, but Marissa's keeping her busy. Honestly, I'm glad she's at home, not flying around and getting shot at by killer robots.

DUKE: I understand. How old is your daughter now?

FLINT: Three, and she already knows how to wrap a man around her finger. Well, duty calls.

He steps behind the projector. Hawk enters.

DUKE: Group, attention!

Bumblebee and the Joes rise from their chairs to stand at attention.

HAWK: Take seat.

Bumblebee and the Joes sit down.

Flint turns on the projector; a photograph of Pearl Harbor is projected on a wall. Sweeps guard the Constructicons as they repair Trypticon; two face the reconnaissance plane that took the photo.

HAWK: I'll be frank; the coming battle will be long and hard. The enemy has occupied Pearl Harbor and may be transforming US servicemen into Vipers. And we have cannot attack their munitions plants and uranium refineries, as we did to stop the Destrongers from continuing to use nuclear weapons.

A photo of Hickam AFB is projected. Hawk uses a Springfield Armory Long Slide 1911-A1's laser sight to point at a Decepticon shuttle on the runway.

HAWK: This is why. The new Decepticons are bringing in supplies and reinforcements from Cybertron, a planet they completely control. But we have one chance of victory.

A photo of Galvatron is projected. The laser points at his forehead.

HAWK: This is a robot who's impersonating Megatron, the late Decepticon Commander. If we launch a successful decapitation strike, we can force the Decepticons to retreat, buying time to build up Earth's defenses. Bumblebee?

Bumblebee stands at attention.

BUMBLEBEE: Elita has designed the RGM-84 Harpoon anti-ship missile and two new long-range missiles equipped with nuclear warheads-- the BGM-109 Tomahawk and the AGM-48 Skybolt. Magnus is helping the Air Force and Navy modify F-4 and F8U fighters to carry RGM-84s. Arcee is modifying the B-58 bombers to each carry three AGM-48s. Omega is being equipped with a new heavy plasma cannon and vertical launch systems for BGM-109 and RIM-66 missiles.

FLINT: What is Shockwave doing?

BUMBLEBEE: Um, he's telepathically communicating with Skywarp and the Combaticons so they'll join our cause.

JOES: What?!

BUMBLEBEE: Don't worry; Slag and Sledgehammer are with him! They won't let Shockwave do anything funny!

ROADBLOCK: In the land of the blind, the one-eyed robot is king. We're the blind; God have mercy on us all.

BUMBLEBEE: Actually, Shockwave has five optics; the big one in front, three little ones on the sides and back of his head, and a targeting optic in his left forearm so he can aim from behind cover. Six if you count the pistol targeting optic that he interfaces with when he...


SETTING: Off Hawaii's east coast.

Sunset. A probe flies over Pearl Harbor and begins transmission. Hawk, wearing a radio headset, stands in an Iowa class battleship-carrier bridge and stares at a monitor. He sees four 120-meter-tall antennas erected over each major facility-- the shipyard, the AFB, and a 100-meter-diameter sphere.

HAWK: What are those metal towers?

MAGNUS (RADIO): Shock! Force field projectors!

GRIMLOCK (RADIO): No worry! Force field need lot of energy, too much for Starscream to use for base defense!

MAGNUS (RADIO): He's right. The sphere may be a reactor. Destroy it, and the force field will collapse.

HAWK: Well, there's no point in holding back now.

Galvatron, whose new helmet resembles a crown, exits the sphere. He detects, shoots, and destroys the probe.

Hawk watches static cloud the monitor.

HAWK: There's our boy.

He changes frequency.

HAWK: This is Hawk. Target confirmed. Begin Operation Guillotine.

The Aerialbots escort five B-58As towards Pearl Harbor. The bombers fire 15 Skybolt ALBMs, turn around, and return to base; the Aerialbots continue their approach.

14 Sweeps rocket towards the Skybolts and fire R-4s, but the AAMs aren't accurate enough to intercept the ALBMs.

SWEEP: Shriek!

It crashes into a Skybolt, destroying them both. The other Sweeps use suicide attacks to destroy the ALBMs until only one is left.

Galvatron shoots to intercept the last Skybolt.

GALVATRON: Pathetic.

Four active camouflage-equipped Kh-22s-- the systems salvaged from four Ravens-- become visible just before their 350-kiloton nuclear warheads detonate upon the force field.


SILVERBOLT (RADIO): Aerialbots, unite and form Superion! We must destroy the reactor!

The Aerialbots obey. Superion rockets past five ghosts-- Skywarp and the surviving active camouflage-equipped Ravens-- and crashes into the weakened force field.


His force field neutralizes the Decepticons', letting him land in front of the reactor.

Galvatron shoots Superion's head, scorching his helmet. The super warrior faces the Decepticon.

SUPERION: Not this time!

He thrusts the bayonet at Galvatron. The Decepticon's hands catch the blade and stops the bayonet point a meter from his chest. Superion rockets towards the reactor to slam Galvatron against the radiation shield.


SUPERION: Not ever!

The bayonet pierces Galvatron's chest armor. Superion uses him as a battering ram to crack the radiation shield and meltdown the reactor.

A USN fleet-- including four carriers, five battleship-carriers, three Alaska class guided missile cruisers, six amphibious assault ships, and six Sturgeon class nuclear-powered attack submarines equipped with dry dock shelters-- sails towards Hawaii.

Heat shields cover the Flagg's windows. In the bridge, Keelhaul watches static cloud a monitor; the static clears to show a mushroom cloud rise from Pearl Harbor.

KEELHAUL: Sigh. You cannot make an omelet without breaking a few pearls.

He puts on a radio headset.


Shockwave and the Combaticons stand on the amphibious assault ship flight decks. On the Combaticons, Shockwave's insignia (the violet Cyclops skull, its eye shooting four thunderbolts) has replaced Starscream's.

TEXT: Shockwave-- Destronger Commander-in-Chief (rank: 10).

SHOCKWAVE: Combaticons, attack!

Shockwave, Onslaught, Blastoff, and Vortex transform as Brawl and Swindle rocket from the flight decks. The F-12B leads the Combaticons towards Pearl Harbor.

The carriers and battleship carriers launch USN F8U, F-4, and Harrier fighters; the amphibious assault ships launch AH-1J, UH-1N, and Tomahawk helicopters. Sankaidan shells rise from the sea to transform a dozen fighters into fireballs.

A F8U pilot climbs to dodge shrapnel.

F8U PILOT: Damn! Where in hell did that come from?!

Trypticon rises from the sea. His jaws lock around the F8U.

F8U PILOT: Ahhhh!

He ejects just before his fighter is crushed.

Omega is in battleship-carrier mode; VLS grids replace four 5" gun turrets. He dives; his plasma cannon fires to penetrate Trypticon's force field and hit the Giganotosaurus' neck.


Omega transforms and punches at the weak point in Trypticon's armor-- scorched by the plasma beam-- to behead his enemy. The Giganotosaurus dodges the fist and locks his jaws around Omega's right forearm.

OMEGA: Argh!

His left fist hits Trypticon's right optic, shattering it and forcing the Giganotosaurus to release him.

The helicopters fly past the ultra warriors. Sweat covers Flint's forehead as he tries to ignore the fight.

FLINT: Just look straight ahead. Just look straight ahead. Just look--

Trypticon's toe claws slash Omega's chest, breaking off an armor plate.

OMEGA: Argh!

FLINT: Yikes!

The plate flies towards his Tomahawk. Flint dives; the plate barely misses the helicopter.

At Pearl Harbor, the reactor meltdown blew apart Superion; the individual Aerialbots lie on the ground, in stasis lock. Silverbolt recovers.

SILVERBOLT: That hurt!

Scourge appears behind him. The Ceratosaurus' jaws lock around Silverbolt's head.


SCOURGE: Then prepare to enter a galaxy of torture, of pain and suffering beyond your wildest imagination!

A graser beam vaporizes the skull on the Ceratosaurus' forehead, blinding Scourge.


His head shakes in pain. Silverbolt, his head still locked in the Ceratosaurus' jaws, steps left and right as Scourge threatens to behead him.

SILVERBOLT: Ah, ah, ah!

Shockwave hovers in front of him and shoots. The graser beam passes between Silverbolt's arm and torso to hit Scourge's spark core, destroying it. The Ceratosaurus releases the Aerialbot Commander and collapses onto the ground. Silverbolt puts a hand on his head.

SILVERBOLT: I wish aspirin could effectively relieve an Autobot's pain.

SHOCKWAVE: Where is the imposter?

Galvatron appears behind him and shoots. Shockwave somersaults backwards, dodging an artificial sun.


He ducks; the sun barely misses his head.

SILVERBOLT: Aerialbots, regroup!

He runs to Skydive's side as Shockwave and Galvatron fight.

The Dinobots use their electromagnets to stay behind the dry dock shelters as the submarines transport them and SEALs towards Pearl Harbor. The Dinobots inflate weather balloons to float towards the surface; then they jettison the balloons and rocket towards Hickam AFB.

Chromia arms her forearm-mounted 30 mm cannons and detaches her external fuel tanks (disguised laser carbines) to shoot Grimlock, scorching his armor.

GRIMLOCK: Roarrrr!

He shoots. Chromia somersaults backwards to dodge the plasma beams. An invisible Skywarp kicks her side, slamming her against the shuttle.


The shuttle fuel tank leaks.


She somersaults to land behind the control tower.

Skywarp shoots the leaking fuel tank, transforming the shuttle into a fireball. The explosion disrupts his active camouflage.

Chromia stands behind the control tower, using her carbine targeting optic to target Skywarp without exposing herself. Then Skywarp deactivates his active camouflage; Starscream's insignia still mark his wings.

SKYWARP: Chromia.

CHROMIA: Skywarp, have you betrayed Starscream's teachings? Dishonored yourself by serving the Autobots?

SKYWARP: No, I'm a mercenary in Shockwave's service, not Grimlock's.

CHROMIA: The Decepticon Second-in-Command? He's here?

SKYWARP: Shockwave is forming a new army. Join us; together we'll conquer and rule new worlds.

Chromia throws her carbines in his line of sight, and steps forward, and raises her hands to surrender. Grimlock targets her.


CHROMIA: Take me to Shockwave so I can evaluate your offer.

At Hickam AFB, the Combaticons form Bruticus. The surviving Sweeps swarm around him, but the super warrior destroys them all. Bruticus hovers over a hangar.

BRUTICUS: Decepticons weak, Destrongers strong. Bruticus strongest!

The Constructicons-- Hook, Long Haul, Bonecrusher, Scavenger, Mixmaster, and Scrapper-- rocket through the hangar roof.


The Constructicons form Devastator, who puts Bruticus in a chokehold.

TEXT: Devastator-- Decepticon super warrior.

DEVASTATOR: Devastator stronger than you!

His arms strain to break off Bruticus' head.


His dagger thrusts backwards to pierce Devastator's side.


The Ultimate Weapon hovers beside Bruticus as he grabs Devastator's arms, bends over, and throws his enemy into the hangar roof.



He grabs the Ultimate Weapon to shoot Devastator, whose heavy laser rifle shoots back. The super warriors fire volleys at each other.

Flint flies over the barracks as his Tomahawk approaches the HQ, a metal fortress the Destrongers built in 1942. A Viper in a USN uniform stands on a barrack roof, fires a Stinger, and damages one of the Tomahawk engines.

FLINT: Damn!

The Tomahawk crash-lands in the courtyard. Vipers swarm out of the barracks, towards the helicopter.

FLINT: Here comes the welcoming committee!

Roadblock's EATR breaks down the loading ramp and exits the Tomahawk, followed by Sparkplug's.

ROADBLOCK: Rock and roll!

The EATRs shoot at the Vipers. Two AH-1Js, Cobra markings replacing the US Marine Corps', fire Hydra 70 rockets at the EATRs. Roadblock steps backwards as he shoots to deflect the rockets, but one explodes in front of his EATR and blows him off his feet.


SPARKPLUG: Roadblock!

He targets an AH-1J.

Snake Eyes, Jinx, and Kamakura fall from the sky, projecting kenki at the captured helicopters. Roadblock watches the AH-1Js explode in midair as the EATR stands up; then the ninja land beside him.

ROADBLOCK: How'd you get here?

Snake Eyes points at a UH-1N, which hovers too high to be heard. Scarlett, the pilot, blows a kiss.

ROADBLOCK: I owe you guys a drink.

Flint, the copilot, and the gunners exit the helicopter, carrying Long Slide 1911-A1s and MG3 machine guns. Flint approaches Snake Eyes.

FLINT: Let's move before more of those freaks show up.

They run towards the HQ. A red Me-263 with golden cobras painted on the wings-- Serpentor's-- appears above them, firing R4M 55 mm rockets and 30 mm cannons.

FLINT: Take cover!

Flint and the helicopter crew dive into a ditch. The EATRs rocket sideways to dodge the attack. Snake Eyes projects kenki to detonate the rockets in midair. Jinx and Kamakura parry the shells.

The Me-263 turns around to attack again. Snake Eyes jumps into the air to sever the left wing. The fighter transforms to robot mode, detaches the leading edges of his wings-- burning red power sabers-- and parries, throwing Snake Eyes towards the ground.

Snake Eyes lands, pointing the sword at the robot, whose head is modified to resemble a biting cobra.

SERPENTOR: I knew you'd come, and lived every day for the moment I'd break you and avenge my honor. This armor enhances my psychokinetic powers-- the power to crush you beneath my feet.

JINX, KAMAKURA: Silent Master...!

SNAKE EYES: (Continue your mission! This is between him and I!)


JINX: Yes, Silent Master!

She leads Flint and the helicopter crew towards the HQ, away from Snake Eyes and Serpentor.

The EATRs target Serpentor. Kamakura steps in front of Roadblock, shielding the Cobra Emperor.


KAMAKURA: No. Silent Master wants to face Serpentor alone, to fight honorably. We must leave him to continue our mission.

ROADBLOCK: Damn it, this honor thing will kill you one day.

The EATRs follow Kamakura towards the HQ. Serpentor waits until the other Joes are gone.

SERPENTOR: Die. This I command!

He slashes. Snake Eyes jumps to dodge the kenki, and sees rockets approach him. He spins in midair, projecting kenki to intercept the rockets and covering himself with smoke. Serpentor flies through the smoke to impale Snake Eyes.

The ninja slashes the back of Serpentor's sword to pole vault towards the robot cockpit, and throws a satchel charge at it.


He psychokinetically detonates the charge in midair, blowing away Snake Eyes and igniting his jacket.


He lands, rolls on the ground to extinguish the flames, jumps to his feet, and points the sword at the robot.

Serpentor throws one sword like a boomerang, which flies in a circle to attack Snake Eyes' back. The robot dives to impale the ninja-- if Snake Eyes dodges one blade, the other will kill him.

The ninja jumps onto the thrown power saber and rides it like a surfboard.

SERPENTOR: Impossible!

Snake Eyes blocks his thrust, swings on the extended power saber, and kicks the thrown power saber towards the robot cockpit. Serpentor tries to catch the blade, but it severs the robot's fingers before shattering the cockpit canopy.


Snake Eyes somersaults away from Serpentor and lands on his feet; the robot falls on its back. Serpentor doesn't notice the satchel charge in the cockpit, behind his head.

SERPENTOR: No, I am the Superman! I am genetically superior! I am destined to have absolute power, to...!

The charge explodes, killing him and igniting the robot.

Snake Eyes senses someone; his head rises to see a probe.

A Kefal (Mullet, US military designation "Bravo") class attack submarine is docked at the submarine pen. In the submarine wardroom, Destro and Zarana stare at a monitor displaying images from the probe. Snake Eyes projects kenki to destroy the probe; static clouds the monitor.

DESTRO: Time to leave.

He opens the door and walks through the doorway. Duke stands beside the doorway, his Long Slide 1911-A1 targeting Destro's head.

DUKE: But the party's just getting started!

Zarana draws her Makarov pistol. Bumblebee, crouching to fit in the corridor, reaches through the wall.

ZARANA: Oh my God!

Bumblebee grabs the pistol and crushes it.

DUKE: You better call your lawyer.

At Pearl Harbor, the Aerialbots are refueling from an underground fuel storage facility.

SILVERBOLT: Everyone ready?

AIR RAID: Ready to kick tail!

SKYDIVE: 77.0% functional.

SLINGSHOT: Let's do it!

FIREFLIGHT: No more holding back.

Silverbolt leads them out of the facility.

SILVERBOLT: Aerialbots, unite and form Superion!

The Aerialbots obey. Superion rockets into the sky, seeking Galvatron.


SETTING: The beachhead.

Elita, Arcee, and Magnus stand on LST decks, defending the ships.

MAGNUS: Autobots, roll out!

Arcee transforms into a silver Starfighter II-- a variant of the Lockheed F-104 fighter with F-104G mission equipment and NF-104A modifications (a rocket engine, enlarged vertical tail, extended wingtips, reaction control jets in the wingtips and nose cone, and extended engine inlet cones). Her head retracts between her shoulders. Her legs fold behind her back; the calves join together to form the afterburner as the "high-heels" form the rocket engine. Her forearms fold under the upper arms, which rotate 180 degrees behind her shoulders before retracting into the fuselage.

Automated 16" coast defense guns shoot at Arcee as she approaches the beachhead. The Starfighter II dodges the 1900 lb (862 kg) HE shells as her external fuel tank (a disguised laser rifle) fires to destroy the guns.

Elita rockets towards the beachhead, transforms, and drives towards the automated guns to help Arcee.

Magnus waits until the LST lowers its ramp to unload MBTs and APCs; then he jumps onto the beachhead. His arms detach and transform into M26 tractors; his feet detach and transform into trailers; his legs fold against his torso, which transforms into the Little David mortar base. Tractor One transports the mortar tube as Tractor Two transports the base. Magnus leads the US Army vehicles towards the HQ.

Galvatron and Shockwave hover over the HQ, their armor scorched and chipped. They hear Superion's engines roar as the super warrior approaches.

SHOCKWAVE: Your army is defeated; you are outnumbered and outgunned. Logic dictates you surrender.

GALVATRON: I have power beyond your strength, beyond the logic shielding your mind from fear-- nameless, unreasoning, unjustified terror that paralyzes you in the face of destruction. Face my power. Fear and despair.

He smiles as his fist touches the violet insignia symbolizing his allegiance to the Decepticons, magically replacing it with a golden insignia symbolizing his allegiance to Unicron. His chest compartment opens to reveal the Galvamatrix-- an amethyst in a silver frame, a violet star in a dragon's jaws. Galvamatrix energy surges through his frame, which burns violet as he grows.

At Hickam AFB, Bruticus and Devastator stop fighting and turn to see Galvatron.

BRUTICUS: What in the Pit is that?!

DEVASTATOR: Megatron?!

In the Pacific, an artificial sun hits Omega's chest, throwing him off his feet. The Giganotosaurus lunges to kill the Autobot, but suddenly stops and turns to Pearl Harbor; Galvatron is now bigger than both ultra warriors.

TRYPTICON: Impossible! No one bigger than...!

Omega jumps to his feet, thrusts his plasma cannon into Trypticon's mouth, and shoots off the Giganotosaurus' head; Trypticon's frame collapses onto the ocean floor.

OMEGA: You are bigger, but I am better.

He limps towards Pearl Harbor.

At the HQ, Shockwave hovers in Galvatron's shadow; his HUD reads, "FIRE-CONTROL SYSTEM ERROR" as his graser cannon vibrates, trying to target the giant. Skywarp, Chromia, and the Autobots arrive.

ELITA, ARCEE: By the Matrix!

Superion shoots Galvatron, but fails to pierce the Decepticon's armor. Galvatron grabs Superion, squeezes, and shatters his armor.


Galvatron and throws him into the sea.

Magnus assembles the Little David-- Tractor Two extends his left hand to dig an emplacement for the mortar base-- and shoots, but the shell explodes harmlessly upon the Decepticon's armor. Galvatron stomps on the Little David, bending the barrel.

MAGNUS: Ahhhh!

Galvatron kicks the M26 tractors, which fly into the air and crash through the HQ wall. The Dinobots shoot Galvatron. Shockwave recovers and shoots, but their attacks are harmless.

GALVATRON: Pathetic.

He targets Shockwave and the Dinobots behind the Destronger; the shot will kill them all.

Wheelie flies in front of Galvatron, throws a SADM into the fusion cannon muzzle, and flies away. The SADM detonates, bursting the barrel.


ARCEE: Wheelie!

The prototype flies in front of Grimlock.

WHEELIE: Grimlock, quick! Give me Matrix!

GRIMLOCK: No! Grimlock Autobot Commander! Matrix is...!

Wheelie's hand burns red as he touches Grimlock's chest compartment, which opens to reveal the powerless Matrix-- an obsidian gem in a golden frame. The prototype grabs the Matrix, which absorbs his power and transforms into a diamond.


Wheelie puts the Matrix in his chest compartment.

The Galvamatrix's power repairs the fusion cannon. Galvatron targets the prototype.

ARCEE: Wheelie, no!

GALVATRON: I will burn you!

Wheelie rockets towards him as the fusion cannon fires, igniting the prototype. Wheelie's frame grows as he continues flying.

GALVATRON: I will crush you!

He reaches for Wheelie, who transforms into the reborn Optimus.

OPTIMUS: Until all are one!

He punches Galvatron's extended hand, shattering the arm and the cannon mounted on it.

GALVATRON: Impossible! My power is...!

Optimus fires his inflight refueling probe (a disguised laser carbine) to destroy the Galvamatrix.


He collapses on the ground and shrinks to his original size. His optics reflect Optimus' face as the Autobot looks down upon him.

GALVATRON: You will not escape the Master's wrath. Your destiny... is to be devoured.

He dies.

Shockwave and the Autobots approach Optimus, whose frame still burns with Matrix energy.

ARCEE: Wheelie?

Magnus limps in front of Optimus, whose mask lowers to reveal a face scarred by battlefield damage repairs-- scars Optimus received in his past life.

MAGNUS: Brother?

TEXT: Optimus Prime-- reborn Autobot Commander-in-Chief (rank: 10).

OPTIMUS: I've returned from the Allspark to complete my mission.

Elita hugs him.

ELITA: Oh, Optimus!

SHOCKWAVE: This is beyond my logic.

GRIMLOCK: Shut up. Logic not dictate everything.

He faces Optimus.

GRIMLOCK: Now you back, what you do?


SETTING: Decepticon Ministry of Propaganda.

Midnight. Alpha Q's tentacles flail in anger as he faces Trion.

ALPHA Q-FAMINE: Why do you resist my interrogation? You need not endure torture; you need only tell me what I want to know. Why increase the intensity of your pain by such degrees? Why increase the length of your suffering by hours?

TRION: Countless Autobots have made infinitely greater sacrifices. My pain is trivial compared to theirs.

ALPHA Q-DEATH: We shall see.

He activates the Electrocutioner. Trion's teeth clench to deny Alpha Q the pleasure of hearing him scream.

A Quintesson enters the torture chamber and bows to Alpha Q.

QUINTESSON: Alpha Q, Galvatron--

Alpha Q's electrified tentacle lashes his face.


ALPHA Q-WAR: The Decepticons identify him as Megatron! You will identify him as Megatron!


He bends over until his head touches the floor.

ALPHA Q-FAMINE: Now speak.

QUINTESSON: Megatron has destroyed the rebels and is returning to Cybertron.

ALPHA Q-DEATH: Excellent. Watch him.

He points at Trion; then he rides an elevator to the command center. A hologram projector displays Galvatron's head.

ALPHA Q-WAR: Welcome back, Mighty Megatron. I will broadcast news of your victory so all Decepticons may know of your--

GALVATRON: You will be silent! My mission is not yet complete, for Shockwave abandoned his Autobot allies and fled before I could destroy him.

ALPHA Q-FAMINE: So Shockwave's legendary logic is but a shield for his own cowardice.

GALVATRON: I return to refuel and rearm, and to replace Sweeps killed in action, so I may continue my mission. This must be kept secret; no one may know the traitor has escaped justice.

ALPHA Q-WAR: Yes, Mighty Megatron.

Automated gun turrets track the stolen shuttle (disguised as Galvatron's) as it enters the atmosphere. In the cockpit, a computer manipulates Galvatron's severed head like a puppet. Shockwave hits a button to shutdown the computer.

SHOCKWAVE: I analyzed Alpha Q's response, and calculate a 67.1% probability he was deceived. Nonetheless, I advise caution in case his response was a deception.

Optimus and Elita sit in the pilot and copilot seats in front of him.

OPTIMUS: Understood.

ELITA: The rewards are worth the risk.

Keelhaul and Shipwreck sit behind them.

SHIPWRECK: Do you really want to spend your leave on a planet full of giant robots?

KEELHAUL: Shouldn't you ask yourself that question?

SHIPWRECK: Sir, as the Flagg's senior enlisted man, my duty is to assist you in issues of quality of life, discipline, training, and morale-- in this case, keeping you alive. I won't abandon my duty.

KEELHAUL: Thanks, Shipwreck.

The former Autobot Capitol appears in the windscreen as the shuttle approaches a rooftop spaceport. Optimus activates the intercom.

OPTIMUS: Get ready! Check equipment!

The Joes enter the airlock leading to the cargo bay.

20 Sweeps approach the landing shuttle. Explosions suddenly rock the shuttle, throwing armor plates in all directions; flames and smoke rise from the resulting holes. An armor plate hits a Sweep's optic, shattering it.

SWEEP: Shriek!

The cargo bay doors open to reveal Silverbolt holding the Queen of the Night-- Keelhaul's fighter, a M61A1 Vulcan-armed F8U-3 Crusader III with a sexy vampire painted on the tail-- like a javelin.


JOES: Go Joe!

Silverbolt throws the Queen out of the shuttle; Keelhaul climbs in search of targets. Shipwreck pilots Silverbolt's old frame, which transforms into a F-106A and rockets after the Queen.

Autobots, Destrongers, Skywarp, and Chromia use the distraction to stealthily approach the Sweeps. The drones, taken by surprise, are quickly destroyed.

OPTIMUS: Magnus, Dinobots, secure Section One!

He transforms into a red Tomahawk II-- a special operations variant of the CH-47, with MH-47G equipment, Boeing 347 modifications (four-bladed rotors with 76 cm blade extensions, a raised aft rotor pylon, wings, a 279 cm fuselage extension, and retractable landing gear), and two 20 mm cannons. His gorget swings over his head to form the windshield. The back-mounted rotors unfold; his legs fold against his torso. His pauldrons rotate 90 degrees rearwards, pointing the pylon-mounted weapons-- 16 AGM-114 Hellfire ATGMs and two M260 rocket launchers-- forwards before the pauldrons slide rearwards to form wings. His forearms fold against the upper arms and retract into the sides of his chest.

OPTIMUS: Elita, Aerialbots, follow me!

He launches rockets, blasts a hole in the roof, and leads Elita and the Aerialbots into the Capitol. Silverbolt replaced the MB-1C weapons pod with a General Electric J93 turbojet engine pod (a disguised bomb launcher for the Mk-53 thermonuclear bomb).

SHOCKWAVE: Combaticons, secure Section Two; form Bruticus if necessary.

COMBATICONS: Yes, Commander.

Magnus, the Dinobots, and the Combaticons form defensive positions around the Capitol, weapons aimed outwards.

Shockwave raises Galvatron's severed head and rockets into the sky as delta-winged fighters-- unmodified Sweeps-- and Decepticon flyers approach the Capitol.

SH0CKWAVE: The imposter is dead! As Second-in-Command under the true Megatron, I claim the title of Decepticon Commander! Who challenges me?!

SWEEPS: Shrieeeek!

DECEPTICON 1: Megatron is dead?!

DECEPTICON 2: It's an Autobot trick!

DECEPTICON 3: Megatron is invincible! He cannot be destroyed!

DECEPTICON 4: Destroy the traitor! Punish his deceit!

Shockwave throws the severed head to punch a hole in the flyer's wing; the flyer tumbles out of control towards the ground.


Shockwave faces Skywarp and Chromia.

SHOCKWAVE: Skywarp, Chromia, provide air defense.

SKYWARP, CHROMIA: Yes, Commander.

They climb to engage the Sweeps and flyers. Kenki, graser and laser beams, shells, and missiles fill the air; dead and damaged Sweeps and Decepticons crash onto the streets below.

In the Capitol, Optimus leads the Autobots towards the torture chamber. Automated gun turrets deploy from the corridor ceilings to target the Autobots; force field projectors deploy from the walls to trap them. Optimus' HUD reads, "COMMAND TRANSMISSION: DEACTIVATE DEFENSES" as the turrets and projectors retract into the ceilings and walls.

Ten Sweeps crowd in the corridor to block the Autobots' path, and launch missiles. Optimus sets his carbine to "MAX" and shoots; the intense heat detonates the missiles in midair. He shoots again, blasting the Sweeps to pieces; the Autobots fly over their burning frames.

In the torture chamber, the Quintesson places his hand above the controller as a Hellfire blows open the armored doors. His Face of War turns to Optimus.

ELITA: Alpha Trion!

QUINTESSON: Jettison your weapons and kneel before us, or the Electrocutioner will burn out every circuit in his frame.

Trion frees his left arm, disconnects a cable linking him to the Electrocutioner, and lashes at the controller. The Quintesson's hand recoils in surprise.


TRION: Until all are one!

He activates the Electrocutioner to self-destruct.

ELITA: Noooo!

Optimus' fingers reach into the Quintesson's right optic, shattering it to grip the socket and slam the cyborg against a wall.

QUINTESSON: Shriek! Release me!

OPTIMUS: Don't grieve, Elita; Alpha Trion is now one with the Matrix.

The Quintesson's electrified tentacles lash his arm. Optimus' left forearm-mounted terrain-following radar extends a power dagger blade, which burns blue as it cuts off the Quintesson's right arm and three tentacles.

QUINTESSON: Shrieeeek!

OPTIMUS: Cooperate or I'll cut off the other arm.

The Quintesson smiles.

QUINTESSON: Take it; I won't need it in the void.

His optics burn red.

OPTIMUS: Fall back!

He drops the Quintesson and rockets through the doorway. The cyborg self-destructs, collapsing the chamber ceiling.

Above the Capitol, Keelhaul fires AIM-7Bs at three Decepticon flyers, hitting two and scorching their armor.


They shoot back. Keelhaul rolls to dodge the laser beams.

KEELHAUL: Damn, I should've asked the Air Force for some of those nuclear-armed Falcons!

SHIPWRECK (RADIO): You want an AIM-26 Falcon, I'll get you an AIM-26 Falcon! Just get clear of the blast radius!


He climbs vertically; the Decepticons climb after him. Shipwreck waits for the F-106A HUD to read, "PROJECTED BLAST RADIUS: NO FRIENDLY UNITS PRESENT" before launching the AIM-26 Falcon nuclear-armed AAM; the 0.25-kiloton warhead detonates in midair to shatters the Decepticons' frames.


Keelhaul barely escapes from the shock wave.


He sees a metal planet rocket towards Cybertron.

KEELHAUL: Wait, that wasn't there when we arrived!

Skywarp, Chromia, and the Decepticons stop fighting to see the approaching planet.

SKYWARP, CHROMIA, DECEPTICONS: What in the Pit is that?!

On the street, four Sweeps escort Alpha Q and the second Quintesson to Galvatron's head. Alpha Q raises the head to the sky and sees the metal planet behind it.

ALPHA Q-DEATH: Master...

In midair, Shockwave's HUD reads, "PROJECTED POINT OF IMPACT: SECTOR 01-05". He transforms and dives towards the Capitol roof.

SHOCKWAVE: Combaticons, form Bruticus. Project the force field over the Autobot Capitol. All other units, take cover.

Shipwreck watches Skywarp and Chromia dive after the F-12B.

SHIPWRECK: What's he so afraid of?

SKYWARP (RADIO): Follow us if you want to live, humans.

The F8U-3 dives past the F-106A.

KEELHAUL (RADIO): I'm not arguing with him; neither will you, Shipwreck.

Skywarp, Chromia, and the Joes land on the Capitol roof as the Combaticons form Bruticus. Magnus and the Dinobots' heads rise as Bruticus' force field envelops the Capitol; they see the approaching planet.

MAGNUS: By the Matrix!

GRIMLOCK: Monster come from Pit, not Matrix.

Unicron jettisons the metal shell disguising him as a planet. Debris rains on Iacon, damaging several Decepticons.

On Decepticon is beheaded. Her wingman watches the headless frame crash into an antenna and explode.

DECEPTICON: Zero, noooo!

Unicron, a winged robot with horned serpents' heads for hands and feet, reveals himself. Flames from six wing-mounted rocket engines form shadows, enveloping him.

TEXT: Unicron-- Dark God of Destruction. Creator and master of Galvatron, Scourge, and the Quintessons.

UNICRON (TELEPATHICALLY): (Decepticons. For a time, I thought you were useful, and considered sparing your insignificant little planet so you could serve me loyally.)

He transforms into a seven-headed hydra; his head retracts into his chest as a serpent's head unfolds 180 degrees from his back, the horns on his helmet framing the center neck. His pauldrons unfold to form two serpents' heads; his arms and legs form four heads. His tassets unfold to form talons.

Unicron's psychic presence inflicts pain to everyone he influenced, including the Decepticons. Shockwave, Skywarp, and Chromia put their hands on the side of their heads, trying to resist the pain.



Other Decepticons collapse onto the ground, paralyzed by it.


DECEPTICON 6: The pain! The pain!

He self-destructs to relieve his pain. Nightracer lies beside his burning frame, reaching for the sky.

NIGHTRACER: Shockwave...

UNICRON: (That time has passed; now you shall witness Cybertron's dismemberment!)

The hydra's mouths open to reveal fusion cannons; artificial suns rain on Iacon, destroying Decepticon fortresses and everyone inside. Other Decepticons rocket away, trying to escape.


DECEPTICON 8: Retreat!

DECEPTICON 9: How dare you...?

An artificial sun vaporizes him.

DECEPTICON 8: The fool! Honor and courage have no place in the Pit!

On the Capitol roof, Bruticus strains to sustain the force field.


Keelhaul opens the canopy to see Unicron with his own eyes.

KEELHAUL: Jesus Christ!

Chromia turns to Shockwave.

CHROMIA: What are your orders... Commander?

SHOCKWAVE: Fight to the end.

He sets his graser to "MAX", shoots, and shatters one of Unicron's optics.

HYDRA: Grrrr!

SKYWARP: Spoken like a true warrior.

He lunges, his sword extended to shatter one of Unicron's optics. Chromia tries to behead a serpent by raining laser beams and 30 mm shells on its neck.

UNICRON: (How dare you strike your master?!)

A serpent's head penetrates the force field to attack Shockwave. Bruticus kneels on the roof; his HUD reads, "FF PROJECTOR OVERHEAT".

BRUTICUS: Commander!

Shockwave somersaults to dodge the serpent's head, turns to face a second head behind him, shoots, and shatters the second head's left optic.

HYDRA: Grrrr!

SHOCKWAVE: I am master of myself. You are irrelevant.

UNICRON: (You overestimate your abilities. Proceed on your way to oblivion!)

A third head opens its mouth to swallow Shockwave. Optimus suddenly rockets through the roof; his carbine blasts the serpent's head to pieces.

HYDRA: Roarrrr!

UNICRON: (Prime? Impossible! I sensed your death, and the Matrix's light was extinguished with your spark!)

OPTIMUS: What was extinguished has been rekindled. What was dead has been reborn.

Elita and Superion follow him onto the roof. Optimus opens his chest compartment, reveals the Matrix, and empowers the Autobots, Destrongers, Skywarp, and Chromia. Six serpents' heads rain artificial suns on the Capitol, but Bruticus' force field is now able to repel the fusion cannon projectiles.

BRUTICUS: Roarrrr!

UNICRON: (You cannot deny the inevitable! The void will devour you!)

A serpent's head burns blue as it neutralizes the force field. Shipwreck cowers as the mouth opens to swallow him.


Grimlock shoots, blasting the serpent's head to pieces.

GRIMLOCK: Grimlock stronger than ever! Not afraid of mythical Dark God!

An upgraded Thunderer fires a Mk-53; the 9-megaton warhead blasts a hole in Unicron's chest armor.

Shockwave's HUD reads, "TYPE: REACTOR" as he targets the hole. He shoots; the resulting explosion blasts Unicron in half.

HYDRA: Roarrrr!

He psychokinetically pulls the scattered pieces together to reattaches them. The cracks in his armor burn blue as he repairs himself.

UNICRON: (Insignificant little Cybertronian! You do not have the power to defeat me!)

SHOCKWAVE: My individual power is insufficient for that task, but I calculate the Destrongers and Autobots' combined power to be sufficient.

A serpent's head opens its mouth to swallow Optimus. Elita runs towards the serpent's head, kicks, and shatters it to pieces.

HYDRA: Roarrrr!

ELITA: I won't lose the one I love again!

Unicron transforms to robot mode, minus his right hand, left pauldron, and right foot. Optimus holds the Matrix in front of him as he faces the Dark God.

OPTIMUS: What was enslaved has been freed.

UNICRON: (My destiny is to destroy all creation and restore the universe to the void that is its original form! You cannot destroy my destiny!)

His left hand burns blue as the fusion cannon targets Optimus.

OPTIMUS: Return to the darkness from which you came!

He rockets towards Unicron; the Matrix projects a burning light to vaporize the Dark God.


TEXT: Crown of Stars-- Megatron's castle. Polyhex.

Sunrise. Optimus, Shockwave, and Hawk sit at a table, surrounded by US servicemen, Autobot and Decepticon unit commanders standing at attention. Shockwave's optic projects a laser beam to etch Cybertronian text onto a metal plate-- the peace treaty-- and hands it to Optimus, who scans the treaty before his optics project laser beams to etch it.

Hawk examines English words written below the Cybertronian text. Bumblebee hands him a laser pen, which he uses to sign the treaty.

Elita takes the treaty and places it in a scanner, which makes two copies. She hands the copies to Optimus and Shockwave so they can scan them. Bumblebee holds the original in front of Hawk so he can examine it. Hawk nods; then Optimus, Shockwave, and Bumblebee hold the plates over their heads.


SHOCKWAVE: A gateway to the future has been opened for the Destrongers and Decepticons! Now that vital resources are no longer being wasted on a civil war, we will claim our birthright and conquer the stars!

Everyone cheers except Keelhaul, Shipwreck, and Magnus.

SHIPWRECK: What's he cheering about?

KEELHAUL: Before we came to Cybertron and kicked that seven-headed monster's tail, the President and Optimus brokered a deal between the British Prime Minister and Shockwave; if he and the Destrongers helped us, we'd give the one-eyed robot sovereignty over Burma and unrestricted access to the resources there, including the newly discovered ruby mines.


KEELHAUL: In exchange, he promises that Decepticon military units will never set foot anywhere else in the Solar System.

SHIPWRECK: But he worked for Megatron! Can we trust him to keep that promise?

MAGNUS: Yes. It is illogical to attempt to conquer Cybertron or Earth in the face of strong Autobot and human resistance; the resources spent on such a campaign would exceed the resources gained. Logic dictates Decepticon resources will be better spent seeking, exploring, and conquering other planets in the universe. Shockwave intends to build a spaceport in Rangoon for that purpose.

SHIPWRECK: So instead of stopping the Decepticons from enslaving us, we're gonna let him go and enslave people on other planets?!

KEELHAUL: We already paid a heavy price for victory over Cobra and peace on Earth-- an estimated 80,000,000 human lives. I cannot even imagine the price for peace in the entire universe. If we can spare Earth and the human race from another World War...


They watch the Autobots, Decepticons, and Joes celebrate.


SETTING: Alpha Q's lab.

Sunset. Four Sweeps guard the lab. Alpha Q leans over an operating table where the surviving Quintesson and two medical drones are assembling a blue clone of Starscream. They complete the task; the drones return to alcoves in the roof and shutdown.

ALPHA Q-FAMINE: So this is a clone of the greatest mercenary to fight in the Cybertron Civil War. Now let us see if my theory is correct and Alpha Trion's IFF code can substitute for the key to Vector Sigma. Transmit now!

The Quintesson turns to a computer console and types a command. Electricity arcs down the clone's restraints; his back arches as energy surges through his frame.



The Quintesson types a command to shutdown the energy. Alpha Q faces the clone.

ALPHA Q-WAR: I am Alpha Q, your creator and master. Your name is Thundercracker; you are my sword, with whom I'll conquer Cybertron and rule over the Decepticons and Autobots as destined.

STARSCREAM: My name is Starscream. My creator was Shogun, former Master of the Terror Soaring Saber; I dueled against Shogun, granted him an honorable death, and succeeded him as Master of the Terror Soaring Saber.

Alpha Q backs away from the clone.

ALPHA Q-DEATH: Activate the self-destruct!

The Quintesson types the command, but nothing happens. The clone smiles.

STARSCREAM: A true warrior must master every circuit in his body to master the battlefield; he must master the battlefield to be victorious.

He psychokinetically shatters his restraints and jumps to his feet. The fingers of his right hand reach into Alpha Q's left optic, shattering it to grip the socket and lift the cyborg off the floor.


STARSCREAM: You surrendered mastery of your vital circuits to a Dark God; how can you master mine?

QUINTESSON: Sweeps, destroy the defective weapon!

The Sweeps target Starscream, who detaches the leading edge of his left wing-- a burning red power saber. The reborn warrior raises the sword over his head, spins the blade, and projects kenki 360 degrees around him to destroy all four Sweeps.

QUINTESSON: Unicron save me!

He rockets away from the table. Starscream stares at the Quintesson, psychokinetically crushing his frame before he reaches the door.

QUINTESSON: Shrieeeek!

His black blood paints the ceiling, a wall, and the floor.

Alpha Q's electrified tentacles lash Starscream's arm. The reborn warrior faces the cyborg and pyrokinetically ignites him.

ALPHA Q-DEATH: Shrieeeek!

He burns to death.

Starscream lets the burning frame fall onto the floor. His head rises to see his reflection in a mirror mounted over the table.


He types a command, ordering the drones to repaint him red with silver thunderbolts on the wings. Ten minutes later, an intangible "ghost" Starscream walks through a wall, out of the lab, to see two Sweeps guarding the door. He points a sword at Sweep One, creeps behind it, becomes tangible, and impales its reactor.

SWEEP: Shriek!

Sweep Two turns to see Sweep One collapse onto the ground; then Starscream beheads it. The reborn warrior's head rises to see the night sky.

STARSCREAM: The stars call for justice; they call for a warrior-king to bring order to the planets. This is only the beginning.

He transforms into a MiG-31M Foxhound fighter and rockets into the sky.