G. I. Joe Fan Fiction / Transformers Fan Fiction / Alien - Series Fan Fiction ❯ War of the Worlds (version 1) ❯ Alien Vs. Predator Vs. Transformers Vs. GI Joe ( Chapter 4 )

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

Alien Vs Predator Vs Transformers Vs GI Joe

Written by Sidewinder (aim9snake@hotmail.com), 2006, last revised 2007. Original xenomorph design by H. R. Giger. Characters created and owned by 20th Century Fox, Hasbro, and Takara.


AAM: air-to-air missile

ACP: Automatic Colt Pistol

ALBM: air-launched ballistic missile

AMRAAM: Advanced Medium-Range Air-to-Air Missile

ASDS: Advanced SEAL Delivery System

ASM: anti-ship missile

ATGM: antitank guided missile

BMD: Boyevaya Mashina Desanta (combat vehicle, airborne)

BMG: Browning Machine Gun

CIWS: close-in weapons system

FlakPz: Flugabwehrkanonenpanzer (flight defense cannon tank)

Graser: gamma ray amplification by stimulated emission of radiation

HAZMAT: hazardous material

HUD: head-up display

IR: infrared

JASSM: Joint Air-to-Surface Standoff Missile

LST: landing ship, tank

MANTA: Multi-Axis No-Tail Aircraft

Maser: microwave amplification by stimulated emission of radiation

MBT: main battle tank

MFI: Mnogofunktsionalnyy Frontovoy Istrebitel (Multifunctional Frontline Fighter)

MP: military police

NBC: nuclear, biological, chemical

NVG: night vision goggles

PzH: Panzerhaubitze (armored howitzer)

RAM: Rolling Airframe Missile

SAM: surface-to-air missile

SEAL: Sea, Air, Land

SICBM: small intercontinental ballistic missile

SLBM: submarine-launched ballistic missile

SMAW: Shoulder-launched Multipurpose Assault Weapon

SS: Schutzstaffel (Protective Echelon)

SSBN: submersible ship, ballistic missile capability, nuclear-powered

SSC: supersonic car

UAV: unmanned aerial vehicle

UMP: Universale Maschinenpistole (universal machine pistol/submachine gun)

VLS: vertical launching system

VR: virtual reality


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

AG-C grenade launcher: 40 x 46 mm

G3KA4 carbine: 7.62 x 51 mm

M61A1 Vulcan Gatling gun: 20 x 102 mm

M82A1 anti-materiel rifle: .50 BMG (12.7 x 99 mm)

M134 minigun: 7.62 x 51 mm

M197 Gatling gun: 20 x 102 mm

M230 chain gun: 30 x 113 mm

M307 grenade launcher: 25 x 59 mm

MG3, MG3E machine gun: 7.62 x 51 mm

MK19 grenade launcher: 40 x 53 mm

MSG90A1 sniper rifle: 7.62 x 51 mm

Stechkin machine pistol: 9 x 18 mm

UMP45: .45 ACP


TEXT: Summer, 1945. Aberdeen Proving Ground, Maryland. United States of America.

Morning. Two robotic armors stand in front of a bunker, facing an obstacle course. The larger armor is armed with two forearm-mounted 30 mm cannons. Wings on its back mount two M261 70 mm rocket launchers.

TEXT: British Atomics Robotic Cavalry (BARC) Mk I.

The smaller armor has a collarbone-mounted FIM-92A Stinger SAM launcher. A third arm extends from the back to put its rifle (a M61A1 Vulcan) in the pilot's armored hands.

TEXT: Exoskeleton, armored, tactical reconnaissance (EATR) XM1.

An air horn blows; a red light flashes. The BARC sits on the ground; retractable wheels extend from the hips and calves for high-speed travel. The EATR runs, using booster rockets to jump over obstacles.

In the bunker, Chumleigh and US, British, French, and German Army generals sit in front of monitors to watch the robotic armors negotiate the obstacle course. The BARC is ahead.

TEXT: Chumleigh, Peter Flint Dixon-- First Baron of Chumleigh. Chairman, British Atomics Limited. Retired colonel (O6), British Army.

CHUMLEIGH: As you can see, the Mark I-- designed with my input, with advice I gained on the battlefield during the Great War-- is superior in mobility, for its wheels allow it to travel at high speeds, even on mud as deep as this.

Tank and infantry silhouettes-- pop-up targets-- appear. The BARC shoots as it moves, ramming infantry targets to knock them down.

CHUMLEIGH: Doctor Arkeville's design for a miniature nuclear reactor allows us to equip the BARC with stronger armor, giving it the strength to survive impacts that would crush lesser vehicles.

A rear-facing camera lets Arkeville-- the BARC pilot-- watch the EATR rocket into the sky, target the silhouettes below, and strafe them.

TEXT: Arkeville, Karl. Head of Research and Development, British Atomics. Former Captain (O3), SS.

ARKEVILLE: A clever technique, but parlor tricks such as that are no match for my genius. I've devoted my life to cybernetics; my mind is too powerful to permit defeat!

He accelerates.

The EATR HUD reads, "WARNING: RADIOLOGICAL ENVIRONMENT". Roadblock, the pilot, uses IR sensors to see the BARC's overheating reactor.

ROADBLOCK (RADIO): Doc Arkeville, this is Roadblock. Eject! I say again, eject! The reactor...!

Arkeville presses a button to shutoff the radio.

ARKEVILLE: A lie! My design is perfect! There is nothing wrong with...!

The reactor meltdowns, igniting the BARC. In the bunker, Chumleigh and the Army officers rise in shock.


US GEN: Jesus Christ!

GERMAN GEN: Gott in Himmel!

FRENCH GEN: Sacre Bleu!

The EATR cockpit protects Roadblock from the effects of NBC weapons; the Joe fearlessly approaches the burning BARC, retracts the M61A1 so his armored hands can open the hatch, and lifts Arkeville out of the BARC cockpit. Radiation blackened the doctor's HAZMAT suit; the gloves and boots are melted off to reveal charred bones.

In the bunker, the safety officer radios the rescue team.

SAFETY OFFICER: Rescue One, deploy to Range Five. Be advised, the area is hot. I say again, the area is hot. Radiological protection is necessary.

UK GEN: I guess the BARC is worse than its bite.


TEXT: Summer, 1952. Temple of the Hunter's Moon. East Kalimantan, Republic of Indonesia.

Sunset. The temple is a step pyramid resembling the temple of Angkor Wat in Cambodia. Inside, Arkeville, wearing a lab coat and gloves, marches towards a statue of Alpha Q-- a cyborg with four faces beneath a golden skullcap, two muscular arms, and six mechanical tentacles beneath his body. Chumleigh, a Holland & Holland Royal .700 Nitro Express double-barreled rifle slung over his back, follows the doctor.

CHUMLEIGH: Scholars believe the statue represents an incarnation of Shiva, the Hindu god of destruction...

Arkeville touches the Alpha Q's Face of War to psychokinetically activate internal switches. The floor quakes as the reactor is started up; dust rises like smoke from a fire.


The lotus bud-shaped tower on the rooftop opens like a blooming flower to fire an IR beam into the air.

ARKEVILLE: I've lit the beacon to begin the Hunt; now we wait for the Hunters' arrival.

CHUMLEIGH: What hunters and what hunt?

ARKEVILLE: The Hunters serve the Dark God of Destruction. Together, we'll hunt those who escaped the Dark God's wrath... and I'll be avenged.

He marches to the exit; Chumleigh follows him.

CHUMLEIGH: Now see here, I enjoy the thrill of the hunt as much as any gentleman, but...!

A plasma beam reaches from the surrounding jungle, towards Arkeville. Chumleigh takes cover behind a xenomorph statue as the doctor projects a force field to defend himself.

ARKEVILLE: Interesting. It seems we're expected.

His coat flutters like a dove's wings as plasma beams dissipate harmlessly upon the force field. Chumleigh shoulders his rifle and scans for targets from behind the gunsights.


ARKEVILLE: For them.

In the jungle, a Predator's collarbone-mounted plasmacaster continues to shoot at Arkeville, trying to distract him from two active camouflaged Predators creeping towards the temple. The doctor draws a Smith & Wesson Model 629 .44 Magnum revolver, using its laser sight to point at a creeping Predator.

ARKEVILLE: Do you see?


He shoots; the bullet hits the Predator's breastplate, throwing him against the ground and disabling his active camouflage system.

TEXT: "Predators"-- Hunters in Quintesson service.

PRED 1: Roarrrr!

He jumps to his feet, grips a combistick, extends its blades, and runs up the stairs. Chumleigh shoots again; the bullet cracks the Predator One's mask, knocking him unconscious.

Predator Two jumps into the air, his combistick aimed downwards to impale Chumleigh as he reloads. Arkeville grabs the combistick blade, spins, and slams the Predator against a wall.

PRED 2: Roarrrr!

Stones shatter behind him.

Arkeville grips the combistick and examines the blades.

ARKEVILLE <HUNTER'S TONGUE>: <Cybertronian alloy. Resistant to corrosion from strong acids, am I correct?>

Predator Two kneels and arms the self-destruct charge in his left gauntlet. Arkeville psychokinetically pulls it off the Predator's forearm; it lands in his hand so he can psychokinetically stop the timer and disarm the charge.

ARKEVILLE: <Don't be so hasty. We have much work to do before we die.>

PRED 2: <Who are you to deny us an honorable death?>

CHUMLEIGH: You speak the language of these brutes?

ARKEVILLE: <One who serves the same master as you, and given the same mission as you.>

He reaches into his coat, holsters his revolver, and holds up a stopwatch; a hologram projector in the watch displays Alpha Q's image. Predator Two kneels in front of the hologram.

PRED 2: <Master.>

Predator One recovers; Chumleigh targets the alien, but Arkeville holds an arm in front of him to stop him from shooting.

ARKEVILLE: There's nothing to fear; they're on our side.

Predator One kneels in front of the hologram; Predator Three marches out of the jungle to join the others.

ALPHA Q-WAR: <Hunters, I have a mission for you.>

A hologram of Optimus, Shockwave, and Hawk, celebrating after they signed a peace treaty in 1947, is projected.

ALPHA Q-PESTILENCE: <These are leaders of three enemy factions-- Optimus Prime, Autobot Commander. Shockwave, Destronger Commander. Hawk, GI Joe Commander. They must be destroyed.>

PRED 1, 2, 3: <We will obey, Master. We will destroy Optimus Prime, Shockwave, and Hawk... or die trying.>

ALPHA Q-DEATH: <Show no mercy. Destroy any Autobot, Destronger, or GI Joe member you come across, if only to make their leaders grieve; then crush them when they're most vulnerable. Do not be concerned about Cybertronian armor and armament. Arkeville, the human before you, is my left hand-- obey him, and he will provide the weapons you need to match the Cybertronians' strength.>

The projector shuts down. Arkeville pockets his watch as the Predators stand up.

PRED 1: <What are the Master's commands, Left Hand?>

Arkeville leads them to the sacrificial chamber; Chumleigh follows.

ARKEVILLE: <We begin by using these.>

He stands in front of a table. A trapdoor opens at the table head; a xenomorph egg is raised out of the trapdoor. Arkeville's head lowers to examine the opening egg.

PRED 1: <Beware!>

A facehugger jumps out of the egg, but Arkeville catches the facehugger before it reaches his head.


He targets the struggling facehugger.

CHUMLEIGH: What in God's name is that?!

Arkeville smiles.

ARKEVILLE: My instrument of vengeance.


TEXT: Summer, 1953. Destronger Subcolony Burma.

Morning. Mil Mi-35M Hind attack helicopters fly over an open-pit mine, the pilots scanning for intruders. In the mine, Demolisher's optics fire laser beams at the rocky ground to form blastholes.

TEXT: Demolisher-- Destronger sapper (rank: 4).

His six forearm-mounted 12" (305 mm) guns, a Stalingrad class battlecruiser's main armament, launch demolitions charges into the blastholes; he detonates the charges underground to fragment the rock, exposing the crystals he'll mine.

DEMOLISHER: Yee-ha! Look at the gravel fly!

He transforms into an orange P & H 4100XPB electric shovel. His arms swing forward and join together in front of his chest to form the motors, he sits down so his leg-mounted caterpillar tracks are in position, and the dipper handle racking extends from his back so his dipper is in position.

The dipper digs into the rock; then Demolisher empties the dipper onto a haul truck, filling its bed with rock and crystals. He watches the truck drive to a heavily guarded processing facility, and detects a ghost-- an invisible Predator-- exiting the facility.

DEMOLISHER: What in the Pit...?

The Predator escapes.

TEXT: Destronger Skyhook Rangoon.

The skyhook is a space elevator providing transportation between Earth and the Destronger spaceport in geostationary orbit. A truck convoy, escorted by T-80UM MBTs and BMD-3Ms, drive to the skyhook base station.

The Combaticons guard the station.

TEXT: Combaticons-- Destronger special operations force.

The trucks unload their cargo, ruby-like vermilium crystals, into the elevator. Swindle, a 2S6M1 Tunguska air defense vehicle, and Brawl, a T-80UM2 Black Eagle MBT, use lasercoms to prevent others from eavesdropping.

TEXT: Swindle-- Combaticon armorer (rank: 6).

SWINDLE: (Vermilium, a radioactive element which, after refinement, can provide 20 times more energy than plutonium-- and command 20 times the market price. Those stupid humans devalue it by selling it as rubies.)

TEXT: Brawl-- Combaticon shock trooper (rank: 6).

BRAWL: (Check your communications. The Autobots and the EDC have spies everywhere; if they find out...)

The trucks finish unloading and drive away. The elevator ascends towards the spaceport.

SWINDLE: (They see but don't watch; they hear but don't listen. We have nothing to fear from...)

A laser beam hits the elevator, but a structural integrity field protects it. The Combaticons turn towards an invisible enemy, an active camouflage-equipped Predator assault shuttle, and try to repel it. Brawl's 152 mm cannon (a disguised graser) and Swindle's 30 mm cannons and 9M311-M1 SAM launchers fire.

BRAWL: You and your big transmitters!

The shuttle's plasmacasters shoot back; Brawl projects a force field to defend himself.

BRAWL: Grrrr!

Onslaught tracks the plasma beams to their source. His rifle (a pod with seven Kh-15 missile launch tubes) fires a radiological warhead-armed missile at the shuttle, disrupting its active camouflage to let the Combaticons target it.

TEXT: Onslaught-- Combaticon Commander (rank: 8).

ONSLAUGHT: Combaticons, transform! Destroy the enemy ship!

He transforms into a Tupolev Tu-22M5 Backfire bomber-- the head retracts between the wings, the upper arms retract into the air intakes, the forearms fold back 180 degrees under the wings, the thighs fold back 180 degrees under the fuselage to direct the thrust of his calf-mounted engines rearwards, and the twin-barrel 23 mm cannon "spurs" rotate 120 degrees to aim the muzzles rearwards-- and rockets into the sky.

Blastoff transforms into a thrust vectoring nozzle-equipped Mikoyan MiG-29K Fulcrum carrier-borne fighter; he activates his force field projector.

TEXT: Blastoff-- Combaticon warrior (rank: 6).

BLASTOFF: How dare they attack us? Their arrogance will be their downfall.

He rockets into the sky to engage the Predator shuttle.

Vortex transforms into a Kamov Ka-50-2 Erdogan (Born Fighter) attack helicopter.

TEXT: Vortex-- Combaticon military intelligence specialist (rank: 7).

VORTEX: I'll disassemble them; we have much to learn by examining their internal mechanisms.

He activates his active camouflage.

Brawl and Swindle transform to robot mode. Brawl's cannon depresses over his left collarbone to aim forwards; his Drozd 2 (Thrush 2) active protection system rocket launchers detach from the turret sides and combine in his right hand to form a shotgun. Swindle's cannons detach from his turret to become pistols as he activates his active camouflage. Calf-mounted jet engines launch the Combaticons into the air, towards the shuttle.

ONSLAUGHT: Hornet Attack, engage!

The Combaticons swarm around the shuttle like angry hornets, attacking from multiple directions while dodging plasma beams. Vortex's 9M120 Vikhr (Whirlwind) ATGM launchers and 80 mm rocket pods launch 16 ATGMs and 80 rockets, making him visible for a split-second. Swindle becomes visible when his SAM launchers fire; both Combaticons becomes invisible before the missiles and rockets explode upon the shuttle armor.

Blastoff transforms, raises his claymore (great sword), and slashes at the left engine pod. In the shuttle cockpit, the Predator captain grips the armrests to brace himself.

PRED CAPT: <Transform to warrior mode!>

The Predator pilots shutdown the active camouflage to start the force field projector, set to "OVERLOAD" to repel the Combaticons and protect the trident-shaped shuttle as it transforms into Predacon-- a robot Predator. The engine pods become legs, the nose cone splits to form the arms, cockpit swings down to form the head, and the heavy laser cannon swings down over the collarbone. The projector is reset to "MAX" when the transformation is complete.

In the cockpit, the captain's chair becomes a control harness for Predacon's arms and legs. Joysticks rise from the armrests to give the captain direct control over the weapons.

SWINDLE: Impressive. Where can I get a frame like that?

PRED CAPT: <Deploy the combistick!>

Cargo bay doors open on Predacon's back; the robot reaches back to grip a combistick and extend the blades. The captain's HUD reads, "COMBISTICK: ARMED" as the blades burn blue.


He thrusts. Onslaught's left hand catch the blade-- sparks shoot from the palm-- to stop the spear point a meter from his chest.


His rifle fires two Kh-15s at Predacon, who loses its grip on the combistick and is blown away. Onslaught launches two Kh-22 ASMs. Predacon's elbow-mounted plasmacasters intercept the missiles; it charges through the resulting smoke to kick, throwing Onslaught him against the elevator cable.


Predacon extends its wristblades and rockets towards him, determined to cut out Onslaught's spark core; then a graser beam vaporizes Predacon's head, killing the crew.

Onslaught's head rises to see Shockwave hovering over him.

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

ONSLAUGHT: Commander...!

SHOCKWAVE: Combaticons, defend the spaceport. The fallen enemy was only a decoy; the main attack will occur soon.

ONSLAUGHT: Yes, Commander!

Shockwave transforms into a gray Tu-160M Blackjack bomber. His head retracts between the shoulder-mounted wings; the breastplate, formed by the bomber's forward fuselage, unfolds 90 degrees to be parallel with the engines' thrust; the tail unfolds 90 degrees from the back of his wings. Arms fold under the wings; legs fold under the fuselage.

Onslaught and Blastoff transform to vehicle mode; the Tu-160M leads the Combaticons to the spaceport.

An active camouflage-equipped Predator battlecruiser approaches the spaceport like a predator's mandibles. The crescent-shaped ship was reverse-engineered from a biomechanical ship, like the Derelict that will be discovered on LV-426 in 2122. The bridge is on the left point, a pod with seven ALBM launch tubes is on the right point, and two graser cannons flank the engines in the curve.

The spaceport's powerful radar counters the active camouflage; in the command center, Nightracer transmits the battlecruiser's location to Shockwave.

TEXT: Nightracer-- Destronger Second-in-Command (rank: 9), Secret Police Commander.

NIGHTRACER: Warning-- unidentified ship detected.

Shockwave's hip-mounted Kh-90 hypersonic cruise missile launchers fire a radiological-warhead armed missile at the battlecruiser to disrupt its active camouflage.

In the battlecruiser bridge, Claw (a Predator whose prosthetic right hand has metal-cutting claws) sits a biomechanical telescope, whose HUD reads, "CLOAK ERROR 239".

TEXT: "Iron Claw"-- Predator elder.

CLAW: <If you seek an honorable battle, I'll grant you an honorable death!>

The battlecruiser cannons target Shockwave, whose HUD reads, "WARNING: LASER LOCK". The Destronger Commander spins sideways as the cannons fire, dodging the graser beams.

SHOCKWAVE: Combaticons, unite and form Bruticus.

Onslaught forms the torso, Vortex and Blastoff form the left and right arms, Brawl and Swindle form the left and right legs. Brawl and Swindle's cannons detach from their turrets; Vortex's R-73 short-range AAM and 9M120 Vikhr ATGM launchers, and Blastoff's R-77 medium-range AAM launchers detach from their wings; the weapons combine with Onslaught's rifle to form the Ultimate Weapon. Blastoff's claymore becomes a burning red power dagger.

TEXT: Bruticus-- Destronger super warrior.

Shockwave's graser cannon, and the laser pistol in his right hand, target the invisible ship.

SHOCKWAVE: Fire upon designated target.

He projects a force field to defend himself, shoots into one of the battlecruiser's ALBM launch tubes to detonate a warhead, and starts a chain reaction.

In the battlecruiser bridge, the elder grips the armrests to brace himself; his HUD reads, "ALBM LAUNCH TUBES 2, 4, 5, 7 INOP".

BRUTICUS: Roarrrr!

The spaceport turrets and the Ultimate Weapon rain missiles, shells, laser and graser beams on the battlecruiser.

CLAW: Grrrr!

Arkeville stands beside the elder. He doesn't wear a coat or gloves to hide his armor, prosthetic forearms, and the backpack reactor powering his cybernetic systems; electromagnets in his feet keep him from shaking with the impacts.

ARKEVILLE: <Destronger sensors can overcome our active camouflage system; we underestimated their technology.>

CLAW: <Then let us shutdown the cloak and fight honorably!>

ARKEVILLE: <It's illogical to engage an enemy before we're ready, Elder Iron Claw. Let us retreat with the data we've gathered and attack after we've developed countermeasures. After all, victory is always more honorable than defeat.>

CLAW: <Yes, Left Hand.>

An explosive charge jettisons an armor plate; then the battlecruiser turns around and rockets away.

Shockwave scans the Autobot insignia painted on the jettisoned plate.


TEXT: The Decagon-- Autobot Defense Force Headquarters. Iacon, Cybertron.

140 mm cannon-armed Leopard 2 MBTs and FlakPz 1 A2 Gepard air defense vehicles are parked side-by-side, facing SEPECAT Jaguar GR.3A fighters parked side-by-side in front of the Decagon.

TEXT: Dinobots-- Autobot shock troops.

Grimlock, a gray PzH 2000 self-propelled howitzer, drives in front of the MBTs and transforms to Tyrannosaurus mode. His tracks slide forward and pivot 90 degrees downwards to form two legs; the hull extends to form his head and neck; arms unfold from the sides.

TEXT: Grimlock-- Dinobot Commander (rank: 8).

GRIMLOCK: Command!

Slag, a gray Gepard, transforms to Triceratops mode. His tracks separate and unfold from the sides to form four legs; the turret slides forward over the hull to form the head, the 35 mm cannons forming two horns and the search radar (in maser mode, able to jam enemy radar or destroy electronic equipment) forming the nose horn.

Swoop, a Jaguar, transforms to Dimorphodon mode.

The Triceratops and Dimorphodon's heads turn rearwards to face the air defense vehicles and fighters, warriors under their command.

TEXT: Slag-- Dinobot Second-in-Command, Scout Commander (rank: 7).

TEXT: Swoop-- Dinobot Bomber Commander (rank: 6).

SLAG, SWOOP: Squadron!

GRIMLOCK: Transform!

Each MBT transforms into a Tyrannosaurus, each Gepard transforms into a Triceratops, each Jaguar transforms into a Dimorphodon. Grimlock turns rearwards to face Optimus and Magnus, and salutes.

GRIMLOCK: Dinobots ready for inspection.

Optimus and Magnus return the salute; then they march between the ranks to inspect the Dinobots, followed by Grimlock.

TEXT: Ultra Magnus-- Autobot Second-in-Command (rank: 9).

MAGNUS: The war ended six years ago; the few Decepticons who didn't acknowledge Shockwave's authority have left Cybertron to serve as mercenaries in other star systems. We no longer have enemies to fight, so why must we maintain an army? Wouldn't the resources be better used for exploration, to seek out new worlds and make peace with their inhabitants?

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

OPTIMUS: Our own complacency, the arrogance to assume time will always pass in our favor, is the first enemy we face in peacetime. The Autobot elders' complacency let the Decepticons kill all but one of them in a surprise attack, plunging Cybertron into the chaos of war; I cannot let myself make the same mistake.

They don't detect the invisible Predator battlecruiser approaching Cybertron until its cannons fire; Optimus barely projects a force field in time.


MAGNUS: What the...?

OPTIMUS: Battle stations!

The battlecruiser launches a squadron of Sweeps-- 24 purple Tu-128M Fiddler fighters. The Sweeps launch R-4 long-range AAMs at the Dinobots.

Electromagnets on the Triceratops' cannon barrels fire 35 mm shells at sublight speeds, letting them intercept 90% of the AAMs; the Tyrannosaurus' remote-controlled M307s intercept the rest.


Each Sweep dives within hand-to-hand combat range and transforms into a Ceratosaurus; the Dimorphodons climb to engage them. Armor plates are torn off the fighting robots to rain on the ground.

The battlecruiser launches Squadron Two; AAMs rain on Optimus, Magnus, and the other Dinobots. The 155 mm howitzer and 140 mm cannons (disguised heavy plasma cannons) shoot back. A Sweep dives to bite off Grimlock's head with its metal-cutting teeth.

SWEEP: Shriek!

Booster rockets launch Grimlock above the Sweep.


His jaws lock around the Sweep's neck, crushing it to behead the Ceratosaurus.

A Sweep charges towards Slag. The Triceratops launches four FIM-92F Stingers, guiding the SAMs to explode upon the Sweep's shoulder and hip joints.

SWEEP: Shriek!

The SAMs sever its left arm, but fail to sever the right arm and legs. Sweep One continues charging. Slag retreats; then Sweeps Two and Three appear to attack his flanks. The Triceratops' head turns to shoot and kill Sweeps Two and Three, but the distraction lets Sweep One charge within hand-to-hand combat range.

Slag suddenly charges. His horns tear open Sweep One's chest before shooting at the Ceratosaurus' exposed reactor.

SWEEP: Hiss!

Its reactor meltdowns, killing it.

Sweep Squadron Three dives towards the Decagon. Magnus fires his rifle (a Little David 36" (914 mm) heavy mortar in direct fire mode) to repel them; he doesn't detect a Sweep creep towards him to attack his rear.

Optimus' left forearm-mounted terrain-following radar extends a power dagger blade; he stabs the Sweep's chest to impale its reactor.

SWEEP: Hiss!

Magnus turns to see the Sweep's reactor meltdown, killing it.

MAGNUS: Brother...

OPTIMUS: HQ, this is Optimus. I need sensor support, now!

In the Decagon command center, Elita stares at a monitor; her fingers dance on a keyboard, ordering air defense radars on the planetary surface and in orbiting satellites to triangulate the battlecruiser's location.

TEXT: Elita One-- Autobot combat engineer (rank: 7).

ELITA: Optimus, this is HQ. Enemy ship detected. Transmitting coordinates.

OPTIMUS: Thank you, Elita.

He transforms into a red Tomahawk II-- a special operations variant of the CH-47 helicopter, with MH-47G mission 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 30 mm chain guns. Six underwing pylons mount two AGM-84L Harpoon ASMs, eight AGM-114L Longbow Hellfire ATGMs, and two M260 70 mm rocket launchers.

OPTIMUS: Bombardiers, follow me!

SWOOP: Lead the way!

Optimus rockets into the sky to engage the battlecruiser, followed by Jaguars. Other Autobots take cover below them.

The helicopter fires 14 Hydra 70 rockets, the warheads replaced with radio transmitter payloads, at the battlecruiser. Three rockets hit the ship's hull, attaching transmitters to the hull so the Autobots can target it.

In the battlecruiser bridge, Chumleigh sits behind the telescope to scan Optimus.

CHUMLEIGH: Magnificent creature, isn't he, the Autobot Optimus Prime? I shall take great pride in having his head for a trophy.

Steeljaw, a Predator with two metal mandibles to replace two that were broken off in battle, stands beside him.

TEXT: "Steeljaw"-- Predator elder.

STEELJAW: Optimus Prime. Head. Trophy. Great honor.

CHUMLEIGH: I'm glad you agree. I think it's high time we bagged our game, my dear Steeljaw. Target, Optimus Prime! Retiarius Attack, engage!

The battlecruiser uses 18 retractable turrets-- seven to protect the topside, seven to protect the underside, and two on either side of the bridge-- to launch the attack, named for a gladiator who fought with a net, trident, and dagger. Each turret mounts a missile pod between two plasmacasters; they fire a "net" of 12 missiles around Optimus as a "trident" of plasma beams reach for him.

Optimus knows the attack is programmed so if he dodges the beams, the missiles will hit him, and vice versa. He transforms, spins to dodge the plasma beams as his inflight refueling probe (a disguised laser carbine) intercepts the missiles, and fires two ASMs at the battlecruiser.

The telescope HUD reads, "AGM-84L MISSILE. SPEED: 850 KM/H @ <CORRECTION> MEASURED SPEED: 12250 KM/H @ 1.0 ATM. RANGE: 315 KM @ 1.0 ATM. GUIDANCE: ACTIVE RADAR, INERTIAL, SATELLITE. WARHEAD: 221 KG PENETRATING BLAST-FRAG" as four turrets try and fail to intercept the maneuvering ASMs.

CHUMLEIGH: Impressive courage, unimpressive intelligence. This battlecruiser's armor is stronger than any Earth warship's. What can he hope to accomplish with a mere 221 kilograms of high explosives?

The ASMs, modified with Cybertronian turbojet/rocket hybrid engines and 15-kiloton nuclear warheads, detonate upon the battlecruiser's armor. In the bridge, the impact throws Chumleigh's head against the telescope as Steeljaw falls on his back.


He recovers, touches his forehead to feel the blood dripping from a cut, and looks through the telescope to see four arms extend from Optimus' sides to mount two more ASMs underwing. Then the Dimorphodons attack the battlecruiser, destroying five turrets.

CHUMLEIGH: Foul beasts!

The blasts disrupt the battlecruiser's active camouflage. In a defensive position around the Decagon, Grimlock targets the ship.

GRIMLOCK: Sledgehammer, this Grimlock. Can you target enemy ship?


GRIMLOCK: Fire! Nuke enemy ship; transform it into fireball!

SLEDGEHAMMER (RADIO): Nuke enemy ship; transform it into fireball. Okay, Boss!

Sledgehammer, a robot with a MGM-134A Midgetman SICBM mounted over his head, stands on an Autobot fortress roof. His pistols (modified M777 155 mm howitzers with integral sensors) shoot and kill two Sweeps.

Sledgehammer puts his pistols on the ground; the M777s employ and automatically shoot at the Sweeps to repel them as the Dinobot transforms into a gray hard mobile launcher. Sledgehammer's head and arms retract into the torso; the launch tube lowers onto his chest. He lies on his back so his feet and lower legs are in position to form the tractor.

TEXT: Sledgehammer-- Dinobot heavy artillery (rank: 6).

He fires a SICBM at the battlecruiser. The 475-kiloton nuclear warhead detonates upon the right side; Optimus and the Dinobots set their force field projectors to "MAX" to defend themselves.



The ALBM pod is blown off and drifts away from the ship.

In the bridge, green lights-- the color of Predator blood-- flash to warn the crew. Steeljaw's right shoulder was dislocated when he grabbed the telescope to brace himself; he slams his shoulder against the telescope to push his shoulder back in its socket.

STEELJAW: Roarrrr!

A Predator healer treats Chumleigh's left arm, which broke when it slammed against the telescope.

CHUMLEIGH: Good show, Autobots.

STEELJAW: Shutdown cloak. Start force field projectors. Fight honorably; die honorably.

CHUMLEIGH: I'd rather live to fight another day, thank you.

The battlecruiser deploys chaff to prevent the Autobots from targeting it. An explosive charge jettisons an armor plate; then the ship turns around and rockets away.

Optimus scans the Destronger insignia (a violet Cyclops skull, its eye shooting four thunderbolts) painted on the jettisoned plate.


TEXT: Subic Bay Naval Base, Republic of the Philippines.

Morning. The USS Flagg, an Enterprise class nuclear-powered aircraft carrier, is docked beside three Alaska class guided missile cruisers. In the Flagg's bridge, Shipwreck uses binoculars to see the Chinese flag (a red flag with a golden dragon) hang from the former USS Alaska's mast.

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

SHIPWRECK: The latest budget cuts are criminal! The Alaska, Guam, and Hawaii are the most powerful battlecruisers in the world. They're armed with nine 12-inch guns, eight 5-inch guns, and vertical launching systems able to fire Tomahawk and Standard missiles. Each ship just received three new rudders to improve their maneuverability, and now we're selling them to China?!

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

Keelhaul sits behind him, reading a technical manual.

KEELHAUL: The Alaska class large cruisers are already obsolete despite the money spent upgrading their radar, armament, and propulsion systems; according to estimates, our technology levels had advanced 20 to 30 years during the War. Besides, the President and Congress decided the US detachment to the EDC-- Earth Defense Command-- needs more money than regular military forces. It's a fair trade in my opinion.

SHIPWRECK: The EDC didn't exist 13 years ago, or even six years ago! GI Joe did, and we-- a special operations force with the mission of protecting the US from threats which regular military forces are unable to handle-- defeated the Cobra-Decepticon alliance! Three times!

Keelhaul smiles.

KEELHAUL: No need to get upset. I'm GI Joe will see plenty of action, with or without the EDC.

Shipwreck lowers the binoculars.

SHIPWRECK: Sigh. So why are we here? To make sure the Chinese don't scratch the paint on their new battlecruisers?

HAWK: That's just the cover story.

Shipwreck turns to see Hawk standing beside him, and steps back in surprise.

SHIPWRECK: Gasp! Hawk, Sir, I didn't hear you... How'd you do that?!

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

HAWK: Tricks of the trade. Ask a soldier or marine to teach you, Seaman; these tricks will save your life one day.

He leads Keelhaul and Shipwreck to the wardroom. Falcon, Torpedo, Gung Ho, Leatherneck, Kamakura, and Big Ben sit at the table. Shipwreck approaches Gung Ho and Leatherneck, who rise to shake his hand.

TEXT: Gung Ho-- LaFitte, Ettienne R. Sergeant Major (E9), US Marine Corps.

TEXT: Leatherneck-- Metzger, Wendell A. Master Gunnery Sergeant (E9), US Marine Corps.


SHIPWRECK: Gung Ho, Leatherneck! I haven't seen you guys since we kicked Serpentor out of Pearl Harbor! We must be here to clean up the mess you made during the past six years.

LEATHERNECK: No, we're here to clean up the mess you made.


They sit down.

Scarlett, wearing digital armor with a VR visor, links her backpack computer to a projector on the table; her wired gloves seem to type on an invisible keyboard. Shipwreck points at her.


TEXT: Scarlett-- O'Hara, Shana M. Commander (O5), US Navy Office of Naval Intelligence.

SCARLETT: My visor displays a virtual reality keyboard for my wired gloves to type on. The technology was developed in 1952; you should catch up on your reading.

HAWK: Scarlett, it's time.


She presses an invisible button to lower a screen; a photograph of Chumleigh in a British Army uniform, gripping a lance and riding a horse, is projected on the screen.

SCARLETT: This is Peter F. D. Chumleigh, First Baron of Chumleigh. A former member of the British Army, he served with the 17th Lancers in World War 1, and fought in the Battle of Cambrai. After the War, he retired from the Army and founded British Atomics Limited.

A photo of Arkeville wearing a SS uniform is projected.

SCARLETT: This is Karl Arkeville, who built a miniature nuclear reactor for the pre-war German military. When Cobra used the next-generation weapons he helped develop to overthrow the pre-war German government, Arkeville defected to Great Britain and found employment at British Atomics.

A photo of Elita, examining the power plant of a captured battle android trooper, is projected.

SCARLETT: The pre-war German military considered Arkeville's reactor a failure, but the design had potential. Cobra exploited this potential to power battle android troopers.

A photo of Chumleigh and Arkeville inspecting the BARC is projected.

SCARLETT: To counter these threats, the Army ordered the development of military exoskeletons. In 1945, British Atomics developed a nuclear-powered exoskeleton known as the British Atomics Robotic Cavalry, or BARC, which competed against the EATR XM1 for the contract. Arkeville personally piloted the exoskeleton in the "fly-off."

A photo of the BARC's burning frame is projected; Roadblock is lifting Arkeville out of the cockpit.

SCARLETT: During the competition, the BARC reactor melted down and Arkeville was severely injured. Chumleigh claimed the reactor was sabotaged, but as an investigation found no evidence of this, he was forced to sell his company. However, the BARC blueprints were never found; we suspect he kept them.

GUNG HO: So you want us to knock on Chumleigh's door and ask if he'll use Arkeville's miniature nuclear reactor to build another Cobra Army and become another Cobra Commander?

HAWK: I wish it were that simple.

A photo of the temple is projected.

HAWK: This is the Temple of the Hunter's Moon in East Kalimantan, an Indonesian province on the island of Borneo. Chumleigh bought the site from the Netherlands government in 1930, back when it was part of the Dutch East Indies. When the Allies recaptured the island in 1946, the Autobots noticed Cybertronian letters carved on the walls. Elita One reported that Cybertron colonies were founded on other planets, but communications with the colonies was lost when the Cybertron Civil War began in 9,998,060 BC; we suspect some of their technology was reverse-engineered to develop the BARC. Unfortunately, the temple wasn't investigated further after the war, when it was returned to Chumleigh's ownership.

Photos of several lab coat-wearing men and women are projected.

HAWK: The OSS-- Office of Strategic Services-- has been monitoring Chumleigh's assets. Last year, he founded Hoshino Zekkyou, a pharmaceutical company in Japan; several members of its research labs developed next-generation weapons for the pre-war German military, including Arkeville. We think he plans to sell BARCs or other examples of reverse-engineered Cybertron technology through the company.

TEXT: Torpedo-- Leialoha, Edward W. Chief Warrant Officer 4, US Navy.

TORPEDO: Including the mystery men who attacked the Destronger base in Burma?

HAWK: Don't worry about the Destrongers until they make us worry; we have enough threats to neutralize.

LEATHERNECK: But if the Cybertron technology is involved, shouldn't we ask the Autobots for support? I've seen what the Decepticons and Destrongers can do; I don't want to face a giant robot without another giant robot to watch my back.

HAWK: Don't worry, your point man knows what he's doing; he'll tell you where the robots are so you can avoid contact with them. Big Ben, please introduce yourself.

Big Ben rises. Scarlett unlinks her computer; the cable retracts into her breastplate.

TEXT: Big Ben-- Bennett, David J. Colour Sergeant (E7), British Army.

BIG BEN: You can call me Big Ben. As a member of the SAS-- Special Air Service, the finest special operations force in the world--

FALCON: Yeah, right.

Big Ben frowns, but ignores him.

BIG BEN: I served in the Southeast Asia Theater. I'm quiet familiar with the island of Borneo-- where to go, where to avoid, what can kill and eat you, and what you can kill and eat.

HAWK: Big Ben will be your point man for this mission-- to infiltrate the Temple of the Hunter's Moon, investigate and, if Chumleigh is reverse-engineering Cybertron technology, recover or destroy any and all traces of Cybertron technology. The last goal must be accomplished at all costs; the world doesn't need another Cobra Commander.


TEXT: Crown of Stars-- Shockwave's castle. Polyhex, Cybertron.

In the command center, Shockwave and Blastoff stare at a monitor displaying images transmitted from the spaceport over Rangoon. Onscreen, a Seawolf class nuclear-powered attack submarine approaches the Borneo coast.

BLASTOFF: We have evidence suggesting the Autobots were responsible...

SHOCKWAVE: There is a 33.3% probability the captured equipment was forged to make us suspect the Autobots, a 33.3% probability it was intentionally jettisoned to divert suspicion from the Autobots, and a 33.4% probability it was unintentionally jettisoned by an Autobot ship. It is illogical to act upon such probabilities.

BLASTOFF: Then what'll we do?

SHOCKWAVE: Logic dictates further investigation.


SETTING: Off Borneo's east coast.

Midnight. The Seawolf class submarine rises to periscope depth; her captain scans the coast.

SEAWOLF CAPT: The coast looks clear for a goddamn jungle. Of course, looks can be deceiving.

He steps aside to let Scarlett look through the periscope.

SEAWOLF CAPT: Are you ready for this?


The submarine deploys an ASDS, a submersible used to deliver US Navy SEALs for special operations missions.

The ASDS stops just offshore; its airlock hatch opens to let Scarlett, Falcon, Torpedo, Gung Ho, Leatherneck, Kamakura, and Big Ben swim ashore.

The Joes and Big Ben remove their scuba gear, put the rebreathers under the overhanging leaves of plants so they won't be noticed, and scoop sand on top to bury them. Scarlett, Falcon, Torpedo, Kamakura, and Big Ben inspect their weapons-- five SMAW 83 mm rocket launchers, a sound suppressor-equipped MSG90A1, four AG-C grenade launchers attached to G3KA4 carbines, seven Springfield Armory Long Slide 1911-A1s, grenades, and bayonets. Falcon, Torpedo, and Big Ben put on NVG.

Gung Ho and Leatherneck both wear armor with a mechanical arm over their right shoulders; MG3E machine guns, the stock replaced with a mount for the mechanical arms, lie diagonally across the breastplates. The marines extend the arms to inspect the guns, lower VR visors over their eyes, and turn to Falcon; their HUDs read, "TARGET LOCKED-- MG3 STANDBY" as the backpack computer-controlled "smart guns" automatically target the Army lieutenant. Gung Ho and Leatherneck smile at each other and gesture thumbs up.

Scarlett climbs a tree and uses her visor-mounted radar and IR sensors to scan the temple; Falcon looks up at her butt.

TEXT: Falcon-- Falcone, Vincent R. First Lieutenant (O2), US Army.

FALCON: Who got the bright idea to put a skirt in charge?

SCARLETT: Hawk did, and if you question my leadership one more time, this skirt will break both your legs and leave you floundering like a beached whale.

FALCON: Affirmative?

TORPEDO: Affirmative, Falcon. I've seen her do that to Vipers.

Scarlett climbs down the tree.

SCARLETT: I don't see the helicopters, armored vehicles, soldiers, or air defense systems I'd usually see guarding a Cobra facility.

GUNG HO: Is this good news or bad news?

SCARLETT: If they're not there, it's good news. If they're there but hidden from our sight, it's bad news.

BIG BEN: Well, there's only one way to find out. I lead; you follow.

He creeps into the jungle surrounding the temple; the Joes follow him, looking in all directions for enemy soldiers, wild animals, and booby traps.

An invisible Predator follows the Joes.

PRED: <Hawk's warriors have landed and are approaching the temple. Shall I execute them?>

A mask-mounted camera transmits the images to Arkeville's laboratory in the temple. Inside, the doctor stands in front of a computer console, watching the Joes creep towards the temple.

ARKEVILLE: <No, I need them alive for experimentation. Let them enter the temple and meet their fate; let them know their deaths so they may understand the meaning of terror.>

PRED: <Yes, Left Hand.>

He shuts off his radio.

PRED: <He's insane, and worthier of fear than any other predator.>

Morning. The Joes raise their NVG to let their eyes adjust to the light. Big Ben uses the IR scope mounted on his MSG90A1 to scan the temple.

FALCON: Can you see anything, or are your eyes closed so you won't be scared?

Big Ben angrily turns to him.

BIG BEN: I swear, Yankee, if you mouth off one more time...

FALCON: You'll what? Shoot off my kneecaps?

Big Ben's eyes widen in surprise; he aims the rifle in Falcon's direction.

FALCON: Yikes!

His G3KA4 and AG-C target Big Ben, who shoots first; the bullet flies past Falcon's ear to hit the Predator, who was watching from a tree behind him.

PRED: Roarrrr!

Falcon turns rearwards, scanning for the target from behind his gunsights.

FALCON: What in hell...?

BIG BEN: Take cover!

He dives behind a tree. The Predator's netgun fires; the net envelops Falcon, throws him against a tree, and immobilizes him.


The other Joes aim their weapons in all directions, scanning for the target.

LEATHERNECK: What in hell was that?!

GUNG HO: We're under attack! Shoot back!


A net pins him to the ground.


GUNG HO: You bastard!

He tracks the net to its source and fires his MG3E. Bullets graze the Predator's right arm and ricochet off the right pauldron to hit his neck; green blood drips onto the ground.

PRED: Grrrr!

GUNG HO: I can make you bleed! I can kill you!

Predator Two appears behind him, fires a netgun, and pins Gung Ho to the ground.

GUNG HO: Ah! You cheating bastard!

He struggles to free himself. Predator Two kicks Gung Ho's head to knock him unconscious.

Big Ben's rifle targets Predator One. Predator Two appears beside the soldier; his wristblades cut the rifle to pieces.

BIG BEN: Gasp!

Predator Two lifts him off the ground, slams him against a tree, and knocks him unconscious.

Scarlett, Torpedo, and Kamakura hide under trees and bushes, scanning for the targets.

TORPEDO: Friends of yours, Kamakura?

TEXT: Kamakura-- real name unknown. Journeyman, Arashikage Ninja Clan. Staff Sergeant (E6), US Army.


SCARLETT: The enemy soldiers are using active camouflage systems. Those things have high energy requirements; I didn't know their power sources could be small enough to be carried by a single soldier.

TORPEDO: Leatherneck was right; we should've asked the Autobots for support.

Kamakura sees Predator One creep towards them; the ninja raises a kusarigama (a sickle with weighted chain at the end) and swings the chain towards the Predator, binding its arms to its sides.

PRED 1: Roarrrr!

His plasmacaster shoots at Kamakura, cutting down a tree behind the ninja. Kamakura rolls to dodge the falling tree. Predators Two and Three appear and fire a volley at the ninja. Predator One uses the distraction to free his arms; his plasmacaster shoots, hitting Kamakura's left shoulder.


SCARLETT: Kamakura!

Her G3KA4 fires a burst, hits Predator One's breastplate, and throws him off his feet.

PRED 2: Roarrrr!

Predator Three's netgun fires to pin Scarlett to the ground.


TORPEDO: Scarlett!

He draws his bayonet, rolls to Scarlett's side, and tries to cut open the net. Predator Two appears behind Torpedo, grabs the back of the SEAL's neck, slams him against a tree, and knocks him unconscious.

Kamakura lies on the ground, his right arm covering the wound to stop the bleeding. Predator One charges towards him.

PRED 1: You fight honorably; you die honorably!

He aims a combistick downwards to impale Kamakura. The ninja rolls sideways and throws a satchel charge; he continues rolling, onto his feet, to jump onto an overhead tree branch and escape.

Predator One stares at the satchel charge impaled upon his combistick.

PRED 1: Roar!

The charge explodes, killing him.


SETTING: The sacrificial chamber in the Temple of the Hunter's Moon.

Scarlett, Falcon, Torpedo, Big Ben, Gung Ho, and Leatherneck lie unconscious, restrained to six of the tables; the seventh table is empty. Arkeville and Claw stand in front of Scarlett's table, examining the marines' armor and smart guns; two Predator warriors guard them.

Scarlett awakens and tries to sit upright.


ARKEVILLE: Fascinating. A computer-controlled gun system whose visor-mounted radar and infrared sensors automatically detect and track enemy targets, and whose fuel cell can provide energy for 30 hours of continuous operation. Yet the computer, sensor, and energy storage systems remain light and compact enough to allow an average human to carry it without overtaxing his or her strength and endurance.

CLAW: Human weapons inferior, Predator weapons superior.

Arkeville puts down Gung Ho's visor-- a warrior carries the marines' armor out of the chamber-- and looks down upon Scarlett.

ARKEVILLE: Your Autobot allies spoil you by providing the technology necessary to develop these systems.

Scarlett turns to face him.

SCARLETT: Who are your allies? Decepticons? Destrongers? Did they provide the technology necessary to develop the BARC Mk I?

ARKEVILLE: No, the Cybertronian wreckage that Lord Chumleigh found only provided an inspiration; its significance was no greater than the falling apple that inspired Sir Isaac Newton to develop the theory of universal gravitation. The Predators--

He stares at his stopwatch; the trapdoors open at the table heads.

ARKEVILLE: Will no longer trouble you in this lifetime.

He leads Claw out of the chamber as xenomorph eggs rise out of the trapdoors.

Falcon awakens.

FALCON: Oh, my head! What...?

He turns to see a facehugger crawl out of the egg at his head.

FALCON: Ahhhh!

A facehugger attaches itself to Falcon's head.


Two boxes are fixed to her belt. The boxes open to reveal spyders (small four-legged robots), whose optical, IR, and electrostatic lenses light up as they crawl out, trailing cables to transmit images to the backpack computer.

SCARLETT: Lock pick!

Spyder One crawls to her right hand to pick the locks on the restraint; Spyder Two crawls to her left foot. The robots free an arm and a leg; the egg opens at Scarlett's head.


The spyders free her other arm and leg. Scarlett grabs the spyders, runs to Gung Ho's side, and puts the spyders over his restraints.

The marine awakens.

GUNG HO: Ah! Cheating bastard!

He sees Scarlett as the spyders free him.

GUNG HO: Scarlett, what...?

SCARLETT: We must escape and warn Hawk! Help the others!

She pulls a knife handle out of a hidden pocket in her right glove, presses a button to extend the retractable blade, and gives Gung Ho the knife. Scarlett runs to Big Ben's side as Gung Ho runs to Leatherneck's side.

GUNG HO: Cowardly bastard!

He uses the knife as a crowbar to pry the right arm restraint off the table. Leatherneck awakens.

LEATHERNECK: Huh? Sergeant Major, what...?

Gung Ho frees his arms and left leg as a facehugger exits the egg at Leatherneck's head.


Gung Ho throws the knife, pinning the facehugger to a wall.


The blade is made of an acid-resistant Cybertronian alloy, but Gung Ho's glove is not; the facehugger's blood burns Gung Ho's hand when he frees the knife.

GUNG HO: Ah, you bastard!

He shakes the acid blood off the blade.

GUNG HO: When I get my hands on you...

A facehugger exits the egg on Gung Ho's table, towards the marine. Gung Ho stomps on the facehugger to crush it; then a second facehugger falls from the ceiling, towards his head.


He throws the knife to kill the second facehugger.

GUNG HO: And that's just the beginning!

A facehugger jumps out of the egg at Big Ben's head. Scarlett throws Spyder One to slam the facehugger against a wall; Spyder One's legs lock around the facehugger, immobilizing it as Spyder Two picks the locks on Big Ben's restraints.

SCARLETT: Hurry, hurry...

Spyder Two frees Big Ben. Scarlett runs to Torpedo's side; then a facehugger jumps out of the egg at Torpedo's head.



SETTING: A temple corridor.

Torpedo and Big Ben carry Scarlett, a facehugger attached to her head, down the corridor; Gung Ho and Leatherneck carry Falcon. An invisible Predator follows them, transmitting images to Arkeville's lab.

PRED: <Left Hand, Hawk's warriors have abandoned their honor to escape. Please let me punish their dishonor.>

ARKEVILLE (RADIO): <Only one Joe is armed, and only with a knife; two Joes have been infected and are unable to fight. You'll dishonor yourself by killing them in this state. Save this task for the X3N0.>

PRED: <You speak the truth, Left Hand. I will obey.>

He retreats.

Torpedo, Big Ben, and Leatherneck look in all directions for Predators, facehuggers, and booby traps; Gung Ho looks straight ahead.

LEATHERNECK: Aren't you worried we might walk into an ambush?

GUNG HO: The cheating bastards are using active camouflage, and without radar to counter it, we won't know we've walked into an ambush until it's--

Torpedo hears a M134's electric motor hum as the barrels begin rotating.

TORPEDO: Take cover!

He dives behind a xenomorph statue as the M134 fires a burst, shattering the statue's head. One bullet grazes Torpedo's head; the SEAL bites his lip to silence a cry of pain. The other Joes dive behind statues and buttresses. As the X3N0 xenoborg prototype-- armed with a laser, a right forearm-mounted M134, and a left forearm-mounted MK19-- marches towards the Joes, two armored doors lower from the ceiling to trap the Joes in the corridor.

GUNG HO: Too late!

The X3N0's sonar scans the corridor. Gung Ho holds Falcon against a wall, and leans from behind a buttress to see the xenoborg. The X3N0's laser fires; the beam pierces the buttress to graze Gung Ho's shoulder and hit Falcon's chest. Gung Ho bites his lip to silence a cry.

The X3N0 marches towards Gung Ho, who draws the knife to defend himself; then a satchel charge blasts a hole in the wall, throwing the xenoborg off its feet.

Torpedo and Big Ben cover their ears.

TORPEDO, BIG BEN: Ah, my ears!

Gung Ho jumps in front of the hole, ready to attack. He sees Kamakura standing in front of the night sky.

GUNG HO: Where in hell were you?!

Kamakura aims his G3KA4 and AG-C at the X3N0. Shattered stones clatter behind Gung Ho, who turns to see the xenoborg rise to its feet.


Leatherneck carries Falcon to Gung Ho's side; Gung Ho bites the knife handle, freeing his hands to help Leatherneck carry Falcon through the hole, out of the temple. The X3N0's M134 and MK19 target Kamakura as Torpedo and Big Ben carry out Scarlett out of the temple.

KAMAKURA (THINKING): (I hope the monster isn't equipped with a security field to prevent foreign objects from obstructing its gun barrels, as Cybertronians are.)

He uses his lightfoot technique to glide backwards through the hole as the G3KA4 shoots into the barrel of the X3N0's MK19 to hit the 40 mm grenade in the chamber; the xenoborg's left arm becomes a fireball as the ninja escapes.

X3N0: Shrieeeek!

Laser beams and 7.62 mm bullets reach for the Joes as they run away from the temple, past a headless Predator. Gung Ho glances at the Predator's head, severed by Kamakura's kusarigama.

GUNG HO: Serves you right, you cheating bastard.


SETTING: A factory.

Nutrient tanks, containing xenomorphs in induced comas, line the east and west walls. Runways, parallel to the north and south walls, lead to armored doors. On the floor, self-propelled carts run on a "railroad" made of a Cybertronian alloy.

A mechanical arm grabs a tank from the east wall. The tank is secured upon a cart, the lid removed so the xenomorph may be operated on. As the cart travels down the assembly line, mechanical arms implant computer chips in the xenomorph's brain so it can be controlled, install a laser where the right eye should be, and amputate the xenomorph's arms.

A backpack reactor is attached to power the xenomorph's cybernetic systems; the skull glows under its translucent cowling because a cable runs through it to power the laser. Prosthetic arms, strong enough to handle the M134 and MK19's recoil, are attached. The xenomorph is removed from the tank and placed on the south runway, where mechanical arms spray a liquid Cybertronian alloy on the exoskeleton. Electromagnets lower from the ceiling, encircling the xenomorph to solidify the metal and strengthen the exoskeleton. The railroad leads the cart to the west wall, where the tank is replaced; the amputated arms will become fodder for the xenomorphs.

After its exoskeleton is strengthened, the xenomorph-- now an X3N xenoborg-- is activated. As it marches down the runway, acid-resistant ammo boxes are mounted on the X3N's upper arms.

Claw faces the kneeling Predators under his command, encircled by the railroad-- a substitute for the trophy room traditionally used for religious ceremonies. The elder holds a scale model of Unicron's head with Cybertronian text etched on it. The text changes like writhing serpents as Claw reads it.

CLAW: <In the beginning the universe was a void, formless and empty, and the Dark God Unicron ruled over the void. But then light appeared in the universe, and life thrived everywhere the light shined. The Dark God's wrath was ignited. "How dare the light shine, a fire that must be extinguished from the void? How dare life thrive, a disease that must be eliminated from the void?" So Unicron's maw opened to consume the light and restore the universe to its true form. The light fled from the maw and created the False God Primus to wage battle against Unicron...>

Arkeville and Strato-Viper-- a pilot whose DNA has been recombined to let him resist the effects of extreme temperatures, high altitudes, and g-forces-- stand in a control booth overlooking the assembly line, watching the Predators pray.

TEXT: Strato-Viper-- real name unknown. Pilot in the Master's service. Former captain (O3), Cobra Air Force.

STRATO-VIPER: Are the Hunters prepared for the coming battle?

ARKEVILLE: The Hunters are confident in their superiority over all other biological life forms, including the xenomorphs. They fear only mechanical life forms, and only because an incident 4000 years ago, when five Autobots defeated 900 Hunters and destroyed their battle fleet in the Battle of Primal. With the weapons you delivered to us, the Hunters will fear nothing.

STRATO-VIPER: In my experience, only a fool fears nothing.

Arkeville psychokinetically squeezes Strato-Viper's chest.


He kneels, unable to breathe.

CLAW: <Unicron said, "Just as Primus created the Cybertronians in his own image and had them defend the light and the life forms in the universe, so shall I create the Quintessons in my own image and have them extinguish the light and the life forms in the universe." So the Dark God created the Quintessons in his own image and sent them to enslave the Cybertronians, defenders of the hateful light...>

ARKEVILLE: Fools fear nothing because they know nothing. I know everything-- I know we'll be victorious.

He releases Strato-Viper.

STRATO-VIPER: For your sake... I hope so.

CLAW: <We will become one with Unicron, one with the void, and rule the universe from within his core. Let the Dark God come and claim what is his. To the void!>

PREDATORS: <To the void!>


SETTING: Area 51.

Snake Eyes stands in a lab, in front of a nutrient tank. The glass cylinder reflects his unmasked face-- blue eyes with round pupils, pale skin, and sharp teeth. He blinks; fingers, tipped with nails instead of claws, comb his short gray hair.

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

Ratchet appears behind him.

TEXT: Ratchet-- Autobot mechanic/medic (rank: 6).

RATCHET: I'm sorry I couldn't completely neutralize the effects of Mindbender's "Venom." I read reports of the Destronger practice of recombining human DNA, transforming prisoners of war into their soldier-slaves; I hoped if we faced such enemies again, we could transform the soldier-slaves back to their true forms and return them to their families, instead of being forced to kill those who were once our friends and allies.

Snake Eyes turns to Ratchet; the ninja uses American Sign Language.

TEXT: Nonetheless, you granted my greatest wish-- a chance to face the world unmasked instead of hiding my face like a criminal. I am forever in your debt.

RATCHET: There's no need for gratitude; I was only fulfilling my function.

Ratchet puts two boxes on a table the nutrient tank. Snake Eyes opens the boxes to see sunglasses and dentures.

RATCHET: The dentures are designed to fit over your teeth.

Snake Eyes puts on the sunglasses and dentures. He smiles and looks at his reflection. The ninja suddenly looks back, draws Silver Lightning-- a katana (long sword) with an eagle head pommel, made of Cybertronian alloys-- and points the sword at Roadblock, who stands in the doorway.

TEXT: Roadblock-- Hinton, Marvin F. Master Sergeant (E8), US Army.

Roadblock raises his arms to surrender.

ROADBLOCK: Whoa! Hey, Ratchet, who's this guy?

RATCHET: Snake Eyes-- I used gene therapy to treat him.

Snake Eyes sheathes the sword.

TEXT: Good evening, Roadblock.

ROADBLOCK: Really? You look good, Snake Eyes. Anyways, Hawk needs our help for the mission in Borneo. Are you coming?

Snake Eyes puts the sunglasses and dentures in their boxes, and puts on a mask and goggles.

TEXT: I am ready.


TEXT: The USS Flagg off Borneo's east coast.

In the wardroom, Hawk, Keelhaul, and Shipwreck face Torpedo, Leatherneck, Big Ben, and Kamakura.

LEATHERNECK: We got to launch an alpha strike right now. Bomb the temple into a crater; then bomb the crater to make sure.

KEELHAUL: I sent two RF-4s to recon the temple; the pilots reported they were taking fire before we lost communications with them. Then I sent two rescue choppers to recover the RF-4 pilots; the chopper pilots reported they were taking fire before we lost communications with them. I'm not sacrificing any more men until the Autobot spec ops team arrives.

LEATHERNECK: Finally! Why in hell did you wait so long to call in the big guns?

HAWK: We underestimated Arkeville and his allies; we won't make that mistake again.

In the infirmary, Falcon lies on an operating table. Gung Ho and a surgeon stand over it, examining an x-ray of Falcon's chest.

SURGEON: The beam passed between his heart and right lung; a millimeter's deviation to either side would've caused fatal injuries.

GUNG HO: Lucky bastard.

SURGEON: The creature is has extruded an appendage-- apparently an air hose-- through the lieutenant's mouth, to the base of the esophagus. You say it has acid for blood?

Gung Ho's right hand rises to let the surgeon see his bandages.

GUNG HO: It has acid for something. I got this just by touching it.

SURGEON: Hmmm. We'll wait for the Autobots to arrive before attempting to remove the creature. In the meantime, we'll treat the laser burns. Excuse us, Sergeant Major.

Gung Ho steps aside to let nurses approach the table.

The surgeon holds a suture kit and leans over Falcon's chest. The chestburster suddenly bursts through the Joe's ribcage to bite the hand holding the needle.

TEXT: Xenomorph-- biomechanical weapon engineered to punish sentient biologicals who dare challenge Quintesson judgment.


He stares at the bloody stumps where his thumb and index finger were, and goes into shock.

NURSE 1: Eek!

NURSE 2: Oh my God!

Gung Ho turns to face the chestburster. His right hand touches his hip; he frowns, remembering the surgeon forbid the presence of firearms in the infirmary.

GUNG HO: Damn!

He backs to a cabinet, pulls open a drawer, and grabs the scalpels inside as the nurses drag the surgeon away from the table. Gung Ho throws a scalpel; the chestburster dodges the scalpel, springs onto the ceiling, and crawls towards an air vent. A second scalpel also misses; Gung Ho fails to stop the chestburster before it bursts into the vent and escapes.

In the bridge, Keelhaul's fingers tighten around an intercom handset.

KEELHAUL: There's a what aboard my ship?!

GUNG HO (INTERCOM): A snake-alien just burst from Falcon's chest like a missile from its launch tube! We got to assume it has acid for blood, like the spider-alien on Falcon's face. Correction, it was on his face; it just fell off. I think it's dead.

In the infirmary, Gung Ho throws a scalpel at the dead facehugger on the floor.

GUNG HO (INTERCOM): The spider-alien is dead, but the snake-alien escaped into the air conditioning system.

KEELHAUL: We must quarantine the ship. All personnel will not be allowed to leave until we find the snake-whatever-it-is.

Hawk stands beside him, holding a second handset to his ear.

HAWK: You mean the Flagg cannot participate in the upcoming mission.

KEELHAUL: If Gung Ho's report is accurate, the spider-whatever-they-are on Scarlett and Falcon's faces were just the delivery system for a parasite, maybe more. We risk infecting others with a biological weapon if we interact with the outside world.

HAWK: Damn.

Morning. In the bridge, Keelhaul watches the Aerialbots in fighter mode-- Silverbolt, whose body is reverse-engineered from Shockwave's old frame, a F-12B fighter variant of the SR-71 Blackbird reconnaissance plane; Air Raid, a thrust vectoring nozzle-equipped F-15K Slam Eagle whose conformal fuel tanks are disguised force field projectors; Slingshot, a F-35B Lightning II short takeoff, vertical landing fighter; Skydive, a X-44 MANTA variant of the F-22A Raptor; and Fireflight, a Dassault Rafale (Squall) B whose conformal fuel tanks are disguised force field projectors-- descend.

TEXT: Aerialbots-- Autobot special operations force.

They escort Ratchet-- a UH-1Y Huey medevac helicopter-- and a MC-130J Combat Talon special operations plane towards the Flagg.

KEELHAUL: Thank God they're here.

The MC-130J's landing gear and loading ramp lower as it flies over the carrier. Jazz-- a white Thrust SSC with blue flames painted on the nose and engine cowlings-- drives out of the MC-130J cargo bay, transforms, and lands on the flight deck. A HAZMAT suit-wearing Snake Eyes jumps out of the MC-130J, followed by Roadblock and Sparkplug's EATRs (production models are armed with M197s instead of the M61A1).

TEXT: EATR M1A2 Snake Eater.

The MC-130J flies away without landing on the Flagg to avoid biological contamination.

Ratchet and the Aerialbots transform and land on the flight deck. Jazz salutes the bridge.

TEXT: Jazz-- Autobot commando (rank: 7).

JAZZ: Bah weep graaanah weep ni ni bong, Hawk, Keelhaul.

In the bridge, the HAZMAT suit-wearing Joes return the salute.

KEELHAUL: What did he say?

HAWK: It's a universal greeting used on Cybertron colonies, back when they had communications with other sentient beings.

KEELHAUL: Are those other sentient beings still around to understand it, millions of years after communications with the Cybertronians were lost?

HAWK: The Autobots and Destrongers are both working to restore communications with their former colonies.

Kamakura appears on the flight deck to greet Snake Eyes and Ratchet.

SNAKE EYES (TELEPATHICALLY): (How is Shana's condition?)

KAMAKURA: Stable, Silent Master. The corpsmen put her in a nutrient tank, set to "STASIS" to arrest the parasite's development.

Ratchet half-kneels to face him.

RATCHET: Bring the patient to the hangar. We must prepare to surgically remove the parasite.

A smart gun-armed Leatherneck appears on the flight deck to greet Roadblock and Sparkplug.

ROADBLOCK: What's the word, Leatherneck?

LEATHERNECK: We found snakeskin, but not the rest of the snake; a captain with a zoology degree thinks it's molting and growing.

He leads the EATRs to an elevator.

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

SPARKPLUG: How big is it gonna grow?

LEATHERNECK: If we're lucky, we'll kill it before we find out.

Below deck, Gung Ho leads six MPs down a corridor. He sees the chestburster's molted skin on the floor.

MP 1: It's twice as big as the last one! What's that thing been eating?!

Gung Ho sees a human hand on the corridor floor, reaching through a door of an adjacent room. He uses the MG3E barrel to push open the door, sees the disembodied hand, and looks up to see two seamen's dismembered and disemboweled remains.

MP 1: Urgh!

He kneels on the floor and vomits.


An MP aims his Heckler & Koch UMP45 down the corridor, serving as rearguard as the others searches the room for clues. An adult xenomorph suddenly bursts through a wall, grabs him, and pulls the struggling man into an adjacent room.

MP 2: Ahhhh!

MP 3: Sarge!

He steps in front of the hole in the wall to help MP Two, but the xenomorph's scorpion-like stinger kills MP Three before he can fire his UMP.

MP 3: Gasp!

MP 4: Johnson!

His UMP shoots into the room, but the xenomorph is no longer there. The xenomorph bursts through the wall behind him to attack another MP.

MP 5: Ahhhh!

MP Four turns to see MP Five die.

MP 4: Mommy!

MP 6: They're everywhere!

The MPs panic and shoot wildly. A bullet ricochets over MP One's head.

MP 1: Oh my God!

Gung Ho runs past the shivering man. A panicking MP aims his UMP at the marine; Gung Ho grabs the UMP barrel, pulls the weapon out of the MP's hands, and swings the UMP like a club to knock the MP unconscious.

GUNG HO: At least this one ain't armed with lasers or machine guns.

He uses the visor-mounted radar to track the xenomorph; his MG3E shoots through the wall to hit the xenomorph's chest.

XENOMORPH: Shrieeeek!

GUNG HO: Eat SLAPs-- saboted light armor penetrators-- you alien bastard!

The xenomorph bursts through the wall, grabs the MG3E barrel and his right wrist, and pins him to the floor. Blood drips from the xenomorph's chest wounds to burn holes in Gung Ho's breastplate.


The xenomorph's second set of jaws extends to bite him. Gung Ho's head tilts to dodge the attack as his left hand draws an AG-C from a holster at his left hip; he shoots the xenomorph's abdomen to throw it off his body. The acid melts the AG-C barrel and burns Gung Ho's hand.


He throws away the useless AG-C. Acid damaged the mechanical arm; Gung Ho extends the arm, fighting its uncontrollable shaking to aim the MG3E as the xenomorph climbs to its feet. He sees smoke rise from the 40 mm grenade embedded in the xenomorph's abdomen.

GUNG HO: Grenade!

He and the MPs roll onto their chests and cover their ears; then the grenade explodes.


SETTING: Low earth orbit over the Pacific Ocean.

Chumleigh's battlecruiser, recently repaired at a Predator shipyard, flies over the Flagg and her carrier battle group. In the bridge, Chumleigh uses the telescope to see the Aerialbots standing on the Flagg's flight deck.

CHUMLEIGH: Ingenious plan, to infect a soldier with an alien parasite and sow terror in the hearts of his comrades. With it, I can paralyze an entire army, forcing them to surrender before I find a use for my rifle.

STEELJAW: Hawk has many warriors. All dishonor him; fear only two xenomorphs. Predators have no fear.

CHUMLEIGH: And your courage will be proven in the coming battle, my dear Steeljaw. Target, the aircraft carrier! Pila Attack, engage!

The battlecruiser fires seven ALBMs to launch the attack, named for Roman Army javelins.


SETTING: The Flagg.

On the flight deck, Silverbolt detects the ALBMs as they enter the atmosphere.

SILVERBOLT: We're under attack. I detect seven targets--

Each ALBM payload separates from the propulsion system-- the engine and fuel tanks-- to deploy seven reentry vehicles and overwhelm the carrier battle group's defenses.



SILVERBOLT: Multiple independently targetable reentry vehicles! I must use nuclear weapons to blow them off course!

His rifle aims skyward.


They warn the US Navy crewmen to cover their eyes so the flash from a nuclear explosion won't blind the humans. Silverbolt's rifle uses electromagnets on its barrel to launch two Mk-6 reentry vehicles-- LGM-25C Titan 2 intercontinental ballistic missile warheads-- at the incoming reentry vehicles. The Mk-6s simultaneously detonate to blow the reentry vehicles off course.

KEELHAUL (RADIO): Did you get them?

The battlecruiser fires five more ALBMs, which deploy 35 reentry vehicles.

Silverbolt tracks the reentry vehicles falling through the smoke from the nuclear explosions.

SILVERBOLT: Fireflight, counter-blast fire!

FIREFLIGHT: Counter-blast fire!

KEELHAUL (RADIO): I guess not.

Fireflight fires an ASMP A nuclear missile; its 300-kiloton warhead blows 25 reentry vehicles off course.

Silverbolt continues tracking the remaining ten.

SILVERBOLT: Incomiiiing!

The Aerialbots fire rifles and AAMs to intercept seven reentry vehicles; the remaining three detonate over the carrier battle group, sink two cruisers and four destroyers, and form waves that rock the Flagg and her remaining escorts like cradles.

In the hangar, Kamakura crouches to lower his center of gravity and avoid falling. Snake Eyes stands like a statue, using his ki (breath)-- his psychokinetic abilities-- to stabilize himself. Electromagnets in Ratchet's feet keep him from shaking as retractable surgical instruments extend from his fingertips, reaching into the nutrient tank to operate on Scarlett.

RATCHET: Please hold the tank steady.

The ninja comply. Leatherneck appears, his right hand gripping an MG3E and his left hand reaching under the limping Gung Ho's left armpit.

Gung Ho's left hand grips a pistol as he leans on Leatherneck's left shoulder. The xenomorph's blood burned his chest and abdomen, forcing him to remove the armor and smart gun. His clothes are wet; Leatherneck used the water in his canteen to wash off the acid.

LEATHERNECK: Can you treat his burns when you're done? He wouldn't let the corpsmen put him in stasis.

GUNG HO: I'm not gonna let them put me in a nutrient tank like a fish in a barrel, waiting to be shot. The Autobot can change me into a half-machine monster if that'll give me the strength to kill the alien bastard.

Ratchet removes the chestburster from Scarlett's right lung; a retractable set of forceps pull the chestburster into his fingertip as two forceps hold close the incision; then he glances at Gung Ho.

RATCHET: I doubt a cyborg conversion will be necessary.

His suture kit closes the incisions on Scarlett's lung; then he closes the incision made below her breast so he could reach the xenomorph without opening her rib cage.

RATCHET: Analysis of her blood indicates the presence of xenomorphic plasmids.

Leatherneck lays Gung Ho on the floor, in front of the nutrient tank.

GUNG HO: Plasma? The hot ionized gases shot out of Grimlock's big gun?

RATCHET: Plasmid, a DNA molecule separate from the chromosomal DNA, which can integrate itself into the chromosomal DNA of the host organism. I believe it was introduced by the parasite to mutate Scarlett, altering her physiology into one more suitable for its development. Similar mutations were reported by Cybertronian biologists studying a xenomorphic parasite outbreak on Colony Nebulon 10,000,000 years ago.

GUNG HO: You mean...

Snake Eyes' head rises to see the xenomorph, its body blasted in half by the grenade, climb along the ceiling. He draws his sword and slashes to project kenki (sword's breath)-- psychokinetic energy conducted through the sword-- at the xenomorph.

The xenomorph lets go and falls from the ceiling to dodge the attack. It lands in front of Gung Ho; the impact shakes its stomach out of its body.

Kamakura turns to the xenomorph as his right hand draws the kusarigama from his belt.

SNAKE EYES: (Stay at your post. Protect Shana.)

The xenomorph drags its stomach along the floor as it crawls towards Gung Ho.

GUNG HO: I got to admit you had guts.

His pistol targets the xenomorph's head. The xenomorph suddenly pushes against the floor to launch itself towards Gung Ho; its left hand pins the marine's right hand against the floor to stop him from shooting.



His MG3E targets the xenomorph, but he doesn't shoot.

GUNG HO: Kill it! Let me die if you have to, but kill it!

The xenomorph's mouth opens, ready to extend its second set of jaws and kill Gung Ho.

Scarlett suddenly bursts through the nutrient tank.


She kicks the xenomorph's head and throws it across the hangar, freeing Gung Ho.


Scarlett lands and punches, breaking the xenomorph's jaws and scattering its teeth on the floor. The acid blood burns her skin. Scarlett stares at the blisters on her hand, which disappear as her new regeneration abilities heal her.

Snake Eyes glides in front of her.

SNAKE EYES: (Shana, are you...?)

He uses American Sign Language to say, "Are you well?" Scarlett puts a hand over his, stopping him.

SCARLETT: I hear your voice in my head, like other victims of Evilution-- of Mindbender's madness.

Her eyes close; she begins to cry.

SCARLETT: I've become a monster.

Snake Eyes puts his hands on her shoulders.

SNAKE EYES: (You remain human; your heart remains capable of feeling grief. A true monster is incapable of feeling grief or guilt, like Mindbender and Arkeville. Fight with us; help us stop Arkeville, and we'll grieve with you and help ease your pain.)

Scarlett hugs him; her tears stain his mask.

SCARLETT: Thank you.


SETTING: The battlecruiser bridge.

Chumleigh uses the telescope to perform a post-strike evaluation on the carrier battle group; he frowns in disappointment.

CHUMLEIGH: Good show, Aerialbots. I see there's no need to hold back.


SETTING: Off Borneo's east coast.

On the Flagg's flight deck, Silverbolt's HUD reads, "WARNING: LASER LOCK".


Silverbolt, Air Raid, and Fireflight project force fields to defend the Flagg from a graser beam. The battlecruiser cannons fire again to destroy a supply ship outside the range of their force field projectors.

AIR RAID: The sniper doesn't even have the courage to enter the atmosphere. Let's unite, form Superion, and kick his tail.

SKYDIVE: No, we can't leave the fleet unprotected.

JAZZ: I have a plan.

In the battlecruiser bridge, Chumleigh watches mortar shells, laser beams, and AAMs reach for his ship as the Aerialbots track the graser beams to their source.

CHUMLEIGH: I'm disappointed the Aerialbots chose not to unite and form Superion. I was looking forward to an opportunity to cross swords with a super warrior.

STEELJAW: Autobots protect Hawk's ships. Hawk's warriors are weak; Autobots must let Hawk's warriors die honorably so they can fight honorably.

CHUMLEIGH: Then let us help them make that decision.

He turns to face Steeljaw.

CHUMLEIGH: Shutdown cloak, set force field projectors to "MAXIMUM", and prepare for battle!

STEELJAW: Finally. Battle. Autobot heads. Trophies. Great honor.

The battlecruiser transforms into Predaking, an ultra warrior resembling a Predator-xenomorph hybrid. The bridge rotates 90 degrees to form the face; the elongated head unfolds from the left "mandible," which forms the neck. Claws extend from the graser cannons to form hands, forearms unfold diagonally from their positions topside and underside the engines, and upper arms unfold from the left horn. An armored "ribcage," retracted in flight because it interferes with the active camouflage system, extends to protect the reactor. The right horn separates into three sections to form the legs and tail; a retractable power blade extends from the ALBM pod form the stinger.

In the Flagg's bridge, Hawk and Keelhaul watch Predaking descend towards the carrier battle group.

KEELHAUL: What did Jazz do during the war, whichever war he fought?

HAWK: Spec ops in the Cybertron Civil War-- recon, sabotage of enemy equipment, assassination of enemy commanders, designating targets for artillery and air support units, etc. Why'd you ask?

KEELHAUL: I wanted to know if he knows how fragile a human body is, and considers our survival as one of his objectives.

SILVERBOLT: Air Raid, Fireflight, Slingshot! Hornet attack, engage!

Silverbolt, Air Raid, Fireflight, and Slingshot swarm around Predaking, targeting its turrets to distract Chumleigh as the active camouflaged Skydive and Jazz glide towards the ultra warrior.

SKYDIVE: Are you certain this plan will be effective?

JAZZ: If I ain't certain, I wouldn't be here.

SKYDIVE: Then are you certain your integral computer was fully functional when you...?

He watches Jazz turn in the air to dodge plasma and laser beams as he dives towards the back of Predaking's head.

SKYDIVE: His integral computer must have malfunctioned when he planned this; by human standards, he's out of his freaking mind.

He fires two AIM-120D AMRAAMs at a turret; the warheads explode harmlessly upon Predaking's force field.

Predaking slashes. Skydive rockets backwards; the claws cut into his chest armor.


Air Raid detaches his radome (a disguised power saber guard), extends the retractable blade, and activates the cutting mechanism.

AIR RAID: Bring it on!

The blade burns red as he slashes to project kenki and cut through Predaking's force field; he fires an AGM-130 rocket-propelled bomb through the cut to destroy a turret on Predaking's right arm.

In the bridge, Chumleigh stands in the control harness for Predaking's arms and legs. His HUD reads, "TURRET 1 INOP".

CHUMLEIGH: Impossible!

Air Raid lunges at the bridge. Predaking's arm rises to block the attack; it pushes forwards to throw Air Raid backwards, out of control.

AIR RAID: Grrrr!

Predaking's claws slash at his spark core. Silverbolt appears over Predaking's head.


His hip-mounted AIM-47A long-range AAM launchers fire two nuclear-armed AAMs.

Predaking's three assault shell launchers-- designed to launch reentry vehicles, each one carrying a Predator warrior, upon a planetary surface-- are in the shuttle hangar; the launcher barrels and hangar doors open towards the left side of Predaking's head, and are useless in warrior mode. Inside a corridor, two Predators march past the hangar; they crouch to avoid falling when the 0.25 kiloton warheads detonate upon the force field.

PRED 1: <I yearn for battle, for a chance to test my strength against a worthy opponent's. Chumleigh dishonors us by denying us the use of the assault shells.>

PRED 2: <Don't be foolish. Our opponents are the Cybertronians; our strength is feeble compared to...>

An explosion blasts open the door leading from the corridor to the hangar.

PRED 1, 2: Roarrrr!

In the hangar, Jazz thrusts a laser rifle's retractable power bayonet blade to impale a Sweep's reactor. The Predators turn to see Jazz push the Sweep through the gate, pinning it to the corridor wall.

The Predators' plasmacasters target Jazz, who waves.

JAZZ: Bah weep graaanah weep ni ni bong.

The plasmacasters fire; the beams ricochet harmlessly off Jazz's armor to scorch the corridor ceiling and walls.

Jazz frees his bayonet, slashes, and cuts the Predators in half.

JAZZ: So much for the universal greeting.

He transforms and drives past the dead Predators, towards a blast door. The door was lowered to prevent the crew from traveling to and from the reactor room; to satisfy Predaking's energy requirements, the reactor is automatically set to "HIGH" when the battlecruiser transforms, resulting in dangerously high radiation levels.

JAZZ: I need heavier firepower to open this blast door and get to the reactor. Maybe...

His spectrum analyzers "sniff" for explosives to find the armory. Jazz transforms to pick a lock and open the armory door.

JAZZ: Let's get this party started!

He puts satchel charges on the armory walls, ceiling, and floor, aiming the projected blasts at several ammo boxes.

In the bridge, Chumleigh's harnessed right arm swings; he watches Predaking's claws slash at Air Raid, who parries the attack as he flies backwards, away from the ultra warrior.

CHUMLEIGH: Good show, Aerialbot, but not good enough. Ha!

Predaking's stinger reaches between its legs to thrust up at Air Raid's abdomen. The Aerialbot parries the attack, but this distracts him; Predaking's claw hits his left shoulder to throw him sideways, out of control.

AIR RAID: Ahhhh!


He targets Predaking's head; then he sees Jazz rocket out of the hangar doors.

SILVERBOLT: Fall back!

In the bridge, Chumleigh watches the Aerialbots rocket away from Predaking.

CHUMLEIGH: Running away? You'll only die tired.

The telescope HUD projects crosshairs over Silverbolt and Air Raid as the cannons target the Aerialbots; then the satchel charges explode and detonate the ammo in the armory, shaking Chumleigh in his harness and throwing the Predators off their feet.


SILVERBOLT: Aerialbots, unite and form Superion!

Silverbolt forms the torso, Fireflight and Slingshot form the left and right arms, Air Raid and Skydive form the left and right legs.

TEXT: Superion-- Autobot super warrior.

Air Raid's missile launchers and Fireflight's external fuel tanks (disguised laser carbines) detach from their wings. Skydive's AMRAAM launchers and Slingshot's gun pod-- a pistol based on the M29 recoilless rifle, able to fire the M388 Davy Crockett tactical nuclear weapon-- detach from their fuselages. The weapons combine with Silverbolt's rifle to form Superion's super weapon-- Thunderer. Air Raid's saber forms Thunderer's bayonet.

Chumleigh's harnessed arms and legs swing and kick, but Predaking's arms and legs are motionless; the telescope HUD reads, "VR CONTROLS ERROR 223, 308, 454". He watches Thunderer target Predaking's head.

Bruticus suddenly appears behind Predaking.

SUPERION: Bruticus!

The Destronger super warrior shoots Predaking's shoulder joints to sever its arms.

CHUMLEIGH: Foul beasts!

STEELJAW: <Activate the self-destruct. Let us die honorably.>

The Predator pilots' fingers stab at a keypad to arm the self-destruct system; nothing happens.

PRED PILOT: <The computer has crashed. We cannot activate the self-destruct from here.>

STEELJAW: <Then I shall enter the engine room, meltdown the reactor, and reclaim our honor.>

PRED COPILOT: <The radiation suppression system has activated; we're trapped in here until it's deactivated.>

STEELJAW: Roarrrr!

He opens a panel on his left gauntlet, revealing a keypad for his own self-destruct charge. Chumleigh turns to see him arm it.

CHUMLEIGH: What in God's name are you doing?!

STEELJAW: Self-destruct. Die honorably.


He frees his right arm from the harness to draw a Webley Mk VI .455 Webley revolver, shoots the elder's left forearm, and destroys the keypad so the self-destruct charge can't be armed.

STEELJAW: Roarrrr!

His wristblades extend, ready to kill Chumleigh and punish his cowardice.


Trypticon-- a robot Giganotosaurus-- appears in the windshield. Fear paralyzes Chumleigh and the elder as Trypticon's mouth opens to reveal metal-cutting teeth.


TEXT: Trypticon-- Destronger mobile battle station, ultra warrior (rank: 5).

Trypticon's jaws lock around Predaking's neck, crushing it to behead the ultra warrior.

Jazz stands on the Flagg's flight deck. In the bridge, Hawk and Keelhaul watch Predaking's headless body falls into the sea, forming waves that rock the Flagg and her escorts like cradles; they grab railings to avoid falling.

HAWK: Whoa!

KEELHAUL: Is it over?

Jazz aims his rifle in the bridge's direction.


NIGHTRACER: No, this is only the beginning of a new war.

The Joes' heads turn to see Nightracer hovering beside the carrier island. Keelhaul steps back in surprise.

HAWK: Nice trick.

JAZZ: You ain't here to say the universal greeting.

NIGHTRACER: I'm here to inform you that we share a common enemy, and to propose an alliance to eliminate this enemy.

Bruticus puts Predaking's head on the flight deck. Roadblock and Sparkplug's EATRs approach the battlecruiser bridge and aim their M197s through the windshield; their HUDs project crosshairs over Chumleigh and Steeljaw, who gesture surrender.

Superion targets Trypticon, refusing to let down his guard, as the Giganotosaurus lands beside the Flagg.

Trypticon transforms into a battleship; security fields keep seawater out of his gun barrels. The Giganotosaurus' arms fold against his sides; the legs fold against the tail-mounted main engine, directing the thrust of his calf-mounted main and Orbital Maneuvering System engines rearwards; tassets unfold from the hips to form wings. His neck retracts into his chest; his head forms the forward fuselage.

Trypticon now resembles an enlarged Space Shuttle Orbiter with an Antey (Antaeus, EDC designation "Oscar II") class nuclear-powered attack submarine's 24 P-700 Granit (Granite) cruise missile launch tubes on the fuselage. Six underwing pylons, resembling the Su-34 Fullback fighter's, mount ALBMs. He's armed with ten CADS-N-1 CIWS mounts, twelve 46 cm triple-gun turrets (the center gun is a disguised graser) and six 15.5 cm triple-gun turrets, a Yamato class battleship's main and secondary armament. Six CADS-N-1s, six 46 cm and four 15.5 cm turrets mount the engines flanking the P-700 launch tubes. Four CADS-N-1s, six 46 cm and two 15.5 cm turrets-- the underside has less weapons to accommodate hip and leg joints-- are mounted under the wing roots. 12 P-700 launch tubes flank a bomb bay/hangar designed to quickly launch aircraft or heavy weapons like the GBU-43 Massive Ordnance Airburst Bomb.


TEXT: Hoshino Zekkyou Headquarters. Chishima Province, Japan.

Noontime. The HQ, built upon a volcanic island and powered by a geothermal power plant, resembles a Terrordrome. In the command center, Arkeville sits in front of a computer console, which receives images from a Hoshino Zekkyou spy satellite. Destro and Claw stand behind the doctor. Destro wears tilting armor with a mask of rage in honor of his ancestors, but with a Stechkin machine pistol instead of a claymore.

Onscreen, three Kirov class battlecruisers sail within missile range of Borneo; one fires a Granit ASM at the Temple of the Hunter's Moon. Static clouds the monitor when the ASM's 500-kiloton nuclear warhead detonates; it clears to show a mushroom cloud rise from the temple ruins. Each battlecruiser then fires ten ASMs, whose 750 kg high explosive warheads hammer the ruins. Behind them, a Kuznetsov class aircraft carrier launches Su-27Ks to escort Burmese LSTs approaching the beach. The LST ramps lower to unload T-80UMs and BMD-3Ms, which drive toward the ruins.

ARKEVILLE: I admire Shockwave's ruthlessness. During World War 2, the Allied militaries were too concerned about the dangers of radiation to use nuclear weapons in this manner.

CLAW: <Hawk and his warriors are cowards to ask others to fight for him.>

ARKEVILLE: But they're not fools.

He turns to face Destro.

ARKEVILLE: Where do we go from here?

TEXT: Destro, James McCullen-- 24th Baron of Destro. Director, Military Armaments Research Systems.

DESTRO: The assault on Borneo may be meant to distract us as the Destrongers, Autobots, and GI Joe plan to assault this island. I advise retreating to a safe location from which we can reassess the situation, and plan a counterattack. The Predator shipyard on Titan, perhaps?

ARKEVILLE: Yes, you're correct. We'll be safe on Titan... unless GI Joe and the Autobots track the transmitter you installed in your armor to the shipyard.

DESTRO: What...?

Arkeville psychokinetically lifts Destro off his feet and slams the man against a wall.


Arkeville stands up as the elder draws his combistick; both approach Destro, who draws his pistol and targets Arkeville.

ARKEVILLE: I know of the deal you negotiated with Hawk-- to spy upon the individuals and organizations that receive weapons from you, in return for the illusory freedom you live in. Even now, the audio and video recorders installed in your helmet are recording this; they'll record the cause of your death.

DESTRO: I think not.

Arkeville smiles.

ARKEVILLE: Did Hawk provide you with weapons capable of neutralizing my force field?

Four retractable 40 mm grenade launchers, hidden in the "ammo pouches" at Destro's belt, are his answer. Arkeville's force field extends to protect the elder, but this makes the white phosphorus smoke, dispersed by the grenades to hide Destro from IR sensors, more effective; when the smoke clears, Destro has disappeared.

Arkeville turns to face the elder.

ARKEVILLE: <Hunt him down. Deliver his head, and any recording devices he's equipped with, to me.>

CLAW: <Yes, Left Hand.>

Destro grips his pistol like a lifeline as he runs up a staircase. He opens the door to the rooftop heliport; then a plasma beam blasts a hole in his breastplate.


He falls on his back. Three Predators approach him.

DESTRO: Greetings.

PRED 1: Farewell.

His wristblades extend; his arm rises to slash. Then a .50 BMG bullet pierces his backplate and heart before bursting through his breastplate.

PRED 1: Roarrrr!

He collapses onto Destro and pins the man to the roof.


He struggles to free his right arm and shoot. Predators Two and Three ignore him as they turn rearwards, track the bullet to its source, and shoot back.

Ratchet's vehicle mode suddenly flies over the roof. His arm extends to grab Destro and the dead Predator One, and put them in his passenger compartment; it retracts as he rockets away from the building.

Predator Two shoots at the UH-1Y. Predator Three opens a panel on his gauntlet to reveal a hologram projector, which displays Claw's image.

In the stairwell, Claw climbs up as he stares at Predator Three's image on his gauntlet-mounted hologram projector.

PRED 3: <Elder, Destro has escaped. An Autobot flew over the fortress and...>

A .50 BMG bullet pierces his helmet and braincase; then the projector shuts off.

The elder presses a button; the projector displays Arkeville's image.

CLAW: <Left Hand, Destro is now beyond our reach. An Autobot aided in Destro's escape.>

ARKEVILLE: <Battle stations. We must assume the Autobots will launch an assault on the headquarters.>

Ratchet flies towards a rocky field resembling Stonehenge-- Duke and Big Ben's beachhead cover. His left hand grabs Destro out of the passenger compartment to put him on the ground; then his surgical instruments extend. The right-hand set reaches into the passenger compartment to disarm the dead Predator's self-destruct charge; the left-hand set removes Destro's breastplate to reveal a second-degree burn, and sprays disinfectant on the wound.


RATCHET: Sorry, I forgot biologicals can't shutoff their pain receptors.

He removes Destro's glove so a jet injector can inject a painkiller through the man's skin. He bandages the wound-- stem cells imbue the bandage to encourage damaged tissues to regenerate-- and repairs Destro's breastplate before replacing it.

Duke wears digital armor with a VR visor. His head turns to face Destro; his M82A1 is still aimed in the Hoshino Zekkyou HQ's direction.

TEXT: Duke-- Hauser, Conrad S. Lieutenant Colonel (O5), US Army.

DUKE: Miss me?

DESTRO: You are the last man in the galaxy I would ever miss... but at least you're human. How did you manage to make the rendezvous so quickly?

DUKE: The ammo box for one of the miniguns you were going to sell them? It's a short-range spacebridge. The Joes and the Autobots are coming to kick some tail.

DESTRO: Will I be reimbursed for the damages the spacebridge's deployment has undoubtedly inflicted upon my ship?

Duke's HUD reads, "WARNING: BOGIES DETECTED". He turns to see a Predator assault shuttle lead two Sweeps from the hangar beside the HQ; his HUD reads, "TYPE: UNKNOWN-- THREAT LEVEL: HIGH?" and "TYPE: SWEEP-- THREAT LEVEL: HIGH".

DUKE: If we live through this, you can go ask Hawk for a reimbursement.

The shuttle and the Sweeps transform to robot mode as they dive to attack.

RATCHET: Fall back!

He steps away from the humans to draw away Predacon and the Sweeps' attention; his laser pistol strafes the enemy robots.

Predacon's plasmacasters rain beams on Ratchet, who somersaults to dodge the attacks. In Predacon's bridge, the captain's HUD reads, "TARGET LOCKED-- H LASER: HI-FOCUSED".

PRED CAPT: <Fool.>

The plasma beams drive Ratchet into the heavy laser cannon's line of fire; the beam blasts him in half.


DUKE: Ratchet!

Duke and Big Ben fire their M82A1s at Predacon's windshield; the bullets ricochet harmlessly off its force field.

In Predacon's bridge, the captain glances at Duke and Big Ben.

PRED CAPT: <Ignore them for now; their weapons are too weak to threaten us. Find Destro.>

Destro runs for his life, climbing over and ducking under the life-sized rocks in his way. A plasma beam suddenly shatters a rock in front of him, blowing him off his feet.


Predacon's wristblades extend as it and the Sweeps dive towards Destro, who defiantly aims his pistol at Predacon.

Predacon suddenly stops in midair, its head turning as if it heard something. Its arm rises to shield its head as a graser beam pierces the force field and scorches its armor.

The Sweeps rocket away from Destro, towards the shooter-- Brawl. The Combaticons are flying away from a wrecked freighter, towards the Hoshino Zekkyou HQ.

In Predacon's bridge, the Predator captain's attention is split between the fleeing Destro and the approaching Combaticons.

PRED CAPT: <Left Hand...>

ARKEVILLE (RADIO): <I'm aware of the situation. Fall back to the fortress. Defend it until the Master arrives.>

PRED CAPT: <Yes, Left Hand.>

Nightracer-- a violet RKhM-4-01 NBC Reconnaissance Vehicle-- and Demolisher drive to Ratchet's side and transform. Demolisher's 12" guns target Ratchet, whose hand reaches for Nightracer.

RATCHET: Help...

DEMOLISHER: Should I put him out of his misery?

NIGHTRACER: No, take him to the spacebridge. Have mechanics repair his body and recover the unidentified technology within him.

Her powerful radar penetrates Ratchet's armor to let her scan the dead Predator in his passenger compartment.

At the rocky field, Duke and Big Ben look up from under their cover. They sense something, and aim their rifles in its direction. Destro appears in front of them, his arms raised.

DESTRO: For once I'm glad to see you're safe.

DUKE: For once?

DESTRO: For once I need your help. I have evidence to prove Arkeville is guilty of violating multiple EDC statutes, including crimes against humanity.

BIG BEN: Aided and abetted by you.

DESTRO: I had to agree to aid him for the opportunity to gather this evidence.

BRUTICUS: Roarrrr!

SWEEPS: Shrieeeek!

The men's heads turn to see the Ultimate Weapon fire a volley at the HQ defenses-- automated gun turrets and a Sweep squadron-- as missiles and shells explode harmlessly upon Bruticus' force field. A graser beam pierces a Sweep's chest armor.

SWEEP: Shriek!

Its reactor meltdowns; the resulting explosion throws its left arm into the air.

The men watch the Sweep's severed arm reach for them before falling at their feet.

DESTRO: Let us retire to a safe location so I can deliver the evidence to your superiors.


SETTING: Hoshino Zekkyou HQ.

In the command center, Arkeville and Claw stare at a monitor, watching the Aerialbots fly out of the wrecked freighter. The camera pans down to show four NR-349 Retaliators-- fighter variants of the RA-5 Vigilante reconnaissance plane-- each drop four reentry pods over the island. The pods split open to reveal their cargo-- EATRs suspending from parachutes. Arkeville zooms in on Roadblock's EATR; the doctor's fists clench in anger.

ARKEVILLE: Sgt Hinton.

Trypticon's open mouth suddenly appears onscreen; static clouds the monitor after he destroys the spy satellite.

Arkeville presses a button; the monitor displays images from the HQ security cameras. A roof-mounted camera shows Trypticon outside Earth's atmosphere; the fusion cannon in the Giganotosaurus' mouth targets the HQ. Trypticon fires an artificial sun that explodes upon the force field defending the HQ; then static clouds the monitor.

ARKEVILLE: <Elder Iron Claw, order the battlecruiser to engage and destroy the Destronger Trypticon.>

CLAW: <Yes, Left Hand. And what of the other enemy warriors-- Shockwave, Optimus, and Hawk's?>

ARKEVILLE: <Position the Predacons within range of the force field projectors, so they may fire from under the force field's protection. Have the Sweeps drive the super warriors Bruticus and Superion within range of the Predacons' weapons, like hunting dogs driving a deer before a hunter's spear.>

CLAW: <Such tactics are dishonorable.>

ARKEVILLE: Bruticus and Superion each represent the combined maximum strength of five Cybertronian warriors; there's no need to hold back or fight honorably against such an enemy.>

CLAW: <Yes, Left Hand. And what of Hawk's warriors?>

Arkeville ignores the monitor, which clears to show a graser beam pierce Trypticon's force field and scorch his armor. The Giganotosaurus turns to engage Predaking.

ARKEVILLE: <I'll destroy them myself.>


SETTING: The rocky field.

Predator commanders-- their masks modified to remote-control X3Ns, their armor equipped with force field projectors-- each lead ten X3Ns towards the field. The EATRs form eight two-man teams, which split up to attack the Predators and X3Ns.


His EATR rockets into the sky to strafe a Predator and the X3Ns. The force field protects the commander, but not the X3Ns; six xenoborgs explode.

PRED CMDR 1: <Cover me while I move!>

PRED CMDR 2: <I have you covered!>

Predator Commander Two and the xenoborgs take cover behind the rocks, raining plasma beams, bullets, and grenades on Roadblock to distract him. Commander One removes a satchel charge from the ammo pouch at his back, extends his wristblades, and runs towards the landing EATR; he plans to grab onto the EATR and magnetically attach the charge to it.

Sparkplug appears at Commander One's left side; the Joe's rocket boosters propel him as he rams the Predator. The force field fails to absorb all of the EATR's kinetic energy.

PRED CMDR 1: Roarrrr!

He attaches the satchel charge to Sparkplug's left shoulder before the momentum throws him into the air.

Sparkplug's HUD reads, "WARNING: RADIOLOGICAL CONTAMINATION" as the left shoulder is highlighted on the EATR's image. His head turns to see the satchel charge on the EATR's shoulder.


His armored hand pulls the charge off the shoulder and throws it towards the ground; the charge explodes in midair, throwing him on his back.


ROADBLOCK: Sparkpluuuug!

He rockets towards Sparkplug, but a X3N jumps onto his back and self-destructs, setting the EATR on fire.



ROADBLOCK: Emergency escape!

The EATR computer detonates charges to sever his restraints, letting him escape from the burning EATR; his flight suit protects him from the heat.

Predator Commander One limps towards Sparkplug, the plasmacaster targeting the Joe's head.

PRED CMDR 1: Go to hell.

.45 ACP bullets ricochet harmlessly off his force field, which was weakened when the satchel charge exploded. Commander One turns to see Roadblock strafe him as the Joe runs towards a rock; Sparkplug uses the distraction to fire a FIM-92E Stinger, killing Commander One.

PRED CMDR 2: Bastard.

He and the X3Ns target Roadblock.

Eve's assault mode, a large xenoborg controlled by Arkeville, appears in front of Roadblock and grabs his helmet.


EVE: Shrieeeek!

She throws Roadblock against a rock.


Eve turns to face Predator Commander Two.

TEXT: 3V3 "Eve"-- cybernetically enhanced xenomorph. Arkeville's avatar.

ARKEVILLE (RADIO): <Kill the others, but leave this one to me.>

PRED CMDR 2: <Yes, Left Hand.>

Sparkplug fires another SAM, which explodes upon his force field. Predator Commander One calmly turns to face the EATR-- he and the X3Ns shoot at Sparkplug, who rockets sideways to dodge the attacks.

Eve ignores their battle; Arkeville is only interested in Roadblock, whose Long Slide 1911-A1 targets the xenoborg's head.

The xenoborg is armed with a tail-mounted M230, two FIM-92A launch tubes mounted on each forearm, and a laser mounted where her right eye should be. Metal spikes protect the backpack reactor and the ammo box mounted underneath.

ARKEVILLE (LOUDSPEAKER): Good afternoon, Sgt Hinton. I'm surprised you came so quickly to face your death surprised me; I expected the Flagg to be quarantined due to the xenomorphs your comrades foolishly brought aboard her.

ROADBLOCK: Ratchet tested the bug; it ain't airborne, so we lifted the quarantine.

ARKEVILLE: It "isn't" airborne. Your poor grammar disappoints me.

ROADBLOCK: I don't come here to please you.

His EATR lies beside them, the SAM launcher pointed at Eve. Roadblock's right hand flashes in front of the xenoborg to shoot a SAM in its launcher; the warhead detonates, jamming Eve's sensors and blinding Arkeville.

EVE: Shriek!

Roadblock somersaults over a rock and takes cover behind it as a laser beam reaches for him.


Eve's radar penetrates the rock to let Arkeville see Roadblock taking cover behind it. Her M230 fires-- the high explosive dual-purpose shell pierces the rock before exploding.

Rock fragments hit Roadblock's back, cutting him; the Joe bites his lip to silence a cry, but Eve's radar lets Arkeville see him move behind the rock.

ARKEVILLE: But not clever enough.

Eve's HUD reads, "TARGET: LOCKED-- LASER: MED-DIFFUSED" as she fires. The SSC appears, afterburners launching him over the rock.


Jazz lands in front of the rock to shield Roadblock from Eve's laser; his armor seems to burn as it reflects the beam.

ARKEVILLE: No! My revenge!

Jazz opens the weapon bay doors-- resembling the RAH-66A Comanche attack helicopter's-- on his engine cowlings to reveal four Longbow Hellfires, two Stinger launch tubes, and a M260 rocket launcher. He launches two ATGMs at Eve.

Eve's HUD reads, "LASER: HI-FOCUSED". Her laser intercepts the first ATGM, but the second throws shrapnel to damage the laser.

Jazz transforms; the weapon bay doors are now on his forearms, the missiles and rockets targeting Eve. Sensors mounted on a "halo" around his head let him watch Nightracer, Demolisher, and the Joes defeat the X3Ns; the commando's rifle flashes in front of Eve's forward sensors to shoot, pierce Predator Commander Two's force field, and vaporize him.

JAZZ: Sparkplug, get Roadblock out of here!

Sparkplug rockets towards Roadblock, grabs the Joe, and rockets away from the battlefield. Eve launches a two SAMs at the EATR; Jazz's rifle intercepts the SAMs to let the Joes escape.

ARKEVILLE: How dare you deny my opportunity for revenge!

Eve's M230 targets Jazz's knees as his rifle targets her head. They simultaneously fire, and are both blown off their feet.

JAZZ: Whoa!

EVE: Shriek!

Jazz crashes into the rock, which shatters. He somersaults forwards onto his feet.

Eve transforms to defense mode. Her exoskeletal ribcage opens like bomb bay doors to reveal breasts with a horizontal metal band covering each nipple-- a woman genetic engineer had combined a sample of her DNA with a xenomorph's. The legs pivot 90 degrees sideways, the hips forming pauldrons as the flanks rotate 180 degrees-- the talons become hands. The arms pivot 90 degrees, the pauldrons linking together to form hips-- the hands become feet, the thumbs forming the heels of her "boots." The ribcage closes upon the buttocks to form tassets. The xenomorph head slides sideways over the right collarbone to form a cannon; a humanoid head unfolds from atop the backpack reactor. The tail detaches from the backbone; handgrips unfold from the tail so the right hand can grip it. The SAM launch tubes detach from the forearms, combining in her left hand to form a pistol.

JAZZ: Sorry, you're not my type.

EVE: Shrieeeek!

The scorpion-like stinger forms a bayonet; she lunges to impale Jazz upon it, dodging the laser beams reaching for her. Jazz jumps to dodge the attack; his rifle targets Eve's head. Eve ducks-- the beam scorches her cheek-- as she thrusts the bayonet into the ground, using the chain gun to pole vault towards Jazz and kick his abdomen.


He's thrown against a rock, which shatters. Eve lands on her feet, aims her pistol at Jazz, and launches two SAMs. Jazz's bayonet cuts off the SAMs' IR seekers; the now unguided missiles flew out of control and exploded harmlessly behind him.

JAZZ: I wish I could have both an active camouflage system and a force field projector.

Eve throws the unloaded pistol at Jazz, whose head tilts to dodge the projectile. Her laser shoots Jazz's forehead, forcing Jazz's optics to shutter.

JAZZ: My optics!

Smoke rises from Eve's damaged laser; blisters form on the xenomorph head. Eve's HUD reads, "LASER EMERGENCY SHUTDOWN".

ARKEVILLE: Fight honorably; die honorably.

Eve lunges, determined to impale his spark core. Jazz's radar tracks the xenoborg, letting his bayonet parry Eve's.

ARKEVILLE: Impossible!

Jazz's rifle butt strokes Eve's head, knocking her backwards; then he kicks Eve's left knee to knock her off her feet.

EVE: Shriek!

Jazz's optics recover; the shutters rise as he lunges, aiming the bayonet point at Eve's heart. Eve's hands catch the bayonet to stop the point a millimeter from her alloy-imbued skin; then her knee slams against Jazz's groin. Jazz head butts Eve, breaking her nose.

EVE: Hiss!

JAZZ: Try again, Lady.

His left weapon bay door opens to fire seven Hydra 70 rockets, embedding the warheads in Eve's chest.

EVE: Shriek!

Jazz rockets into the sky, out of the blast radius. Eve's M230 targets him, but Jazz remote detonates the embedded warheads.

In the command center, "VR CONTROLS ERROR 370, 580" is projected over the static clouding Arkeville's VR visor. Feedback from Eve's VR controls inflicts pain on the doctor.


Arkeville removes the visor and crushes it.

ARKEVILLE: Accursed machine! I'll dismantle his frame while keeping his computer functional-- conscious and able to feel the pain of being scrapped.


SETTING: Outside Earth's atmosphere.

The Predator battlecruiser launches Sweeps to distract Trypticon as it transforms into Predaking.

Trypticon launches Battle Ravage drones-- black Sukhoi Su-27K Flanker fighters-- which transform into robot panthers to engage the Sweeps. The Ceratosaurus and Jaguars shoot, claw, and bite each other, scattering armor plates like shrapnel from a grenade.


PREDAKING: Shrieeeek!

The ultra warriors fire volleys at each other as they charge within hand-to-hand combat range. SLBMs suddenly rain on them both, overwhelming their force fields to explode upon their armor; Trypticon and Predaking tumble out of control as they enter Earth's atmosphere.

Trypticon transforms to recover control; he flies in a circle, seeking his enemies.

TRYPTICON: Conventional warheads. The enemy must be nearby; he must be within the blast radius of a nuclear weapon. Where is he?

His HUD projects crosshairs over the transforming Predaking; Scorponok-- a violet battleship-- suddenly rams the Predator battlecruiser, destroying it.


Scorponok's battleship mode resembles an enlarged X-24B experimental plane with an Akula (Shark, EDC designation "Typhoon") class SSBN's 20 R-39M SLBM launch tubes. A robot skull is visible behind the windscreen, Scorponok's visor; a silver insignia, with thunderbolts forming a "V" under the Decepticon brand, is on the cockpit canopy. He's armed with 12 CADS-N-1s, sixteen 51 cm twin-gun and eight 15.5 cm triple-gun turrets, the A-150 "Super Yamato" class battleship's main and secondary armament. Six CADS-N-1s flank the cockpit; six CADS-N-1s flank bomb bay/hangar doors on the underside. Twelve SLBM launch tubes are in front of the hangar doors.

Trypticon tries to target Scorponok, but "WARNING: RADAR, LASER, MAGNETIC, OPTICAL JAMMING" is projected over the static clouding his HUD.


Scorponok dives towards Chishima Province and disappears.


SETTING: Hoshino Zekkyou HQ.

Snake Eyes glides down a corridor, followed by a running Scarlett. Two X3Ns appear from alcoves beside the corridor. Snake Eyes projects kenki to blast the right X3N in half-- the xenoborg's reactor meltdowns, destroying it. Scarlett's G3KA4 fires into the barrel of the left X3N's MK19 to hit the 40 mm grenade in the chamber, destroying the xenoborg's left arm.

X3N: Shriek!

Scarlett jump kicks to behead the X3N, and runs past the headless xenoborg to continue following Snake Eyes.

SCARLETT: How'd you know this tunnel would lead us under the force field?

SNAKE EYES: (Starscream's fortress had such a tunnel, apparently so he could launch counterattacks against a besieging army. Arkeville's fortress is disturbingly similar to the Destronger's.)

In the command center, Arkeville and Hook, a Predator with a metal hook to replace a left thumb that a xenomorph bit off, stare at a monitor displaying images from one of the antiaircraft guns raining 30 mm shells on Superion.

Onscreen, Thunderer fires a volley to pin the last three Sweeps against the hangar; Superion keeps shooting until the Sweeps and the hangar become fireballs. Then "SIGNAL LOST" is projected over the static clouding the monitor.

ARKEVILLE: <I underestimated the Autobots. When provoked, their capacity for violence rivals that of the Destrongers.>

He suddenly turns around; the door automatically opens to let him shoot through the doorway. Snake Eyes parries the incoming .44 Magnum bullet and points the sword at the doctor. Scarlett and Hook aim their weapons at each other.

ARKEVILLE: Good afternoon, Mister... Snake Eyes, is it? I've heard much about the late Dr Mindbender's attempt to recombining human and animal DNA, but this is the first time I've met one of his super soldiers-- the first one not lying on an autopsy table, that is. Tell me, what do you think of my X3N cybernetically enhanced xenomorphs?

SCARLETT: Karl Arkeville, you're under arrest for crimes against...

Snake Eyes' head rises, as if he can see through the ceiling.

SNAKE EYES: (I sense a presence... Impossible!)

He grabs Scarlett's shoulder.

SCARLETT: What...?

SNAKE EYES: (He's coming!)

He lifts Scarlett off her feet and carries her down the corridor, her G3KA4 still targeting Hook.

HOOK: <What...?>

Arkeville points at the monitor, which displays a golden insignia representing Unicron.

ARKEVILLE: <Leave them to the X3Ns! The Master is...!>

Claw stands on the roof, watching Bruticus blast Predacon to pieces; he raises his combistick to salute Predacon's crew.

CLAW: <My warriors, you've died honorably. Now I'll join you in the eternal hunt.>

His plasmacaster targets Bruticus' right optic as the Ultimate Weapon and Thunderer target the HQ; then SLBMs rain on Bruticus and Superion, overwhelming their force fields and throwing them off their feet.

BRUTICUS: Roarrrr!


Claw's head rises to see Scorponok dive towards the HQ. Arkeville and Hook appear behind him.

CLAW: <Master!>

ARKEVILLE: <Have you come to save us, or destroy us as punishment for our failures?>

Scorponok transforms to scorpion mode for assault. The prow splits to form the pincers; two rows of R-39M launch tubes split to form vambraces and pauldrons; the wings and landing rockets slide forward and pivot 90 degrees downwards to form four legs. A retractable power blade extends from the vertical tail over the main engine, which curls up over the cockpit to form the stinger.

Now that Roadblock's been medically evacuated, Sparkplug leads the EATRs towards the HQ. Sparkplug sees Scorponok outside the maximum range of their weapons.

SPARKPLUG: Freeze, freeze, freeze!

The EATRs stop advancing and take cover behind the life-sized rocks.

SPARKPLUG: Skylark mission! Target, the objective!

EATR PILOT 1: Skylark mission! Target, the objective!

His military intelligence EATR, crowned with four antennas and equipped with a Skylark UAV launcher, launches one UAV; images from it are transmitted to all EATRs.

Onscreen, Scorponok hovers over the HQ, extending his force field to protect it.

EATR PILOT 1: What in hell is that?!

Sparkplug zooms in on Scorponok's insignia.

SPARKPLUG: An ultra warrior. Looks like a Decepticon.

EATR PILOT 2: Should we perform a tactical withdrawal?

SPARKPLUG: US marines and soldiers don't retreat in the face of adversity; we overcome it. Bounding overwatch! Squads One and Two, go!

Squads One and Two's seven EATRs-- including Sparkplug's-- advance as Squads Three and Four's eight EATRs stay behind, ready to provide covering fire; then Squads Three and Four advance as Squads One and Two stay behind. The EATR squads use this tactic to cautiously approach the HQ.

At the HQ, Scorponok's hangar doors open to launch eight Thundercracker drones-- MiG-31M Foxhound fighters-- escorting Alpha Q-- a cyborg with four faces beneath a smoky skullcap, two skeletal arms, and six mechanical tentacles beneath his body.

TEXT: Alpha Q-- Quintesson Commander.

The Combaticons and Aerialbots separate and fly backwards away from the HQ, their weapons targeting Scorponok.

SWINDLE: What in the Pit is that?!


BRAWL, AIR RAID: I'm going to kick its tail... after I refuel and reload.

The Foxhounds transform into robots with eagles' heads and frames resembling Starscream's in 1947, and surround the HQ. Arkeville and the Predators kneel as Alpha Q approaches them.

ARKEVILLE, CLAW: <What is thy bidding, Master?>

ALPHA Q-FAMINE: In Cybertronian mythology, a star-- an energy source that once illuminated the lives of those a hundred light years away-- will scream as it undergoes a gravitational collapse and begins transforming into a black hole. Does a star scream in terror as it transforms into darkness from which not even light cannot escape? In rage? Or in joy at the awesome power it receives from the darkness? Tell me.

His tentacles coil around Arkeville and the Predators, and begin crushing them.

ARKEVILLE: No, spare me... Argh!

CLAW: Roarrrr!

ALPHA Q-DEATH: Unsatisfactory answer.

They cough blood. Arkeville's reactor meltdowns, killing him.

Hook's wristblades extend and sever the tentacle around him, freeing himself. His plasmacaster fires to sever the tentacle around Claw, who falls on the roof. The plasmacaster targets Alpha Q as Hook runs to Claw's side. His head lowers over Claw's mouth to feel the elder's breath, but Claw is already dead.

Hook's fists clench in anger.

HOOK: <You...!>

ALPHA Q-WAR: Ha ha ha ha ha!

Alpha Q's body shatters, scattering armor plates like shrapnel, to reveal an upgraded Starscream-- a red robot with silver thunderbolts on the wings. A four-pointed crown-- an antenna array letting him communicate with Decepticons across the galaxy-- is fixed to Starscream's head.

TEXT: Starscream-- Decepticon Blitzkrieg Commander (rank: 10), Alpha Q's puppeteer.

STARSCREAM: Ha ha ha! You're "Hook," yes? You alone have the courage to strike at your master-- you alone will not die a slave.

Snake Eyes and Scarlett crouch outside the tunnel's camouflaged entrance. Scorponok's stinger, the rocket engine reset to become a flamethrower, destroys the HQ.

Hook jumps off the roof and rolls on the ground to extinguish the flames on his body.

HOOK: Roarrrr!

Duke, Big Ben, and Destro run towards Snake Eyes and Scarlett. Duke's M82A1 targets Scorponok.

DUKE: What in hell is that?!

SCARLETT: I should've known. Hoshino Zekkyou-- Star's Scream.

DESTRO: What?!

Skywarp-- a black robot with a blue skull and crossed sabers painted behind the fighter cockpit-- teleports behind them. Snake Eyes jumps, spins in midair, and projects kenki at the assassin, who detaches the leading edges of his wings-- burning blue power sabers-- to parry the attack.

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

SKYWARP: You have a sharp mind, Scarlett. Do you have an equally sharp sword?

Air Raid lunges, determined to impale Skywarp's spark core. The assassin blocks the attack, but the momentum throws him backwards, away from the humans.



Other Aerialbots dive to grab the humans.

SNAKE EYES: (Shana!)

SCARLETT: Snake Eyes!

DESTRO: God have mercy on us all.

The Aerialbots put the humans in their cockpits, and rocket away from the HQ's burning ruins.

SILVERBOLT: Return to base! We can't beat them without repairing, refueling, and reloading ourselves!


SKYDIVE: Air Raid!

The battlefield becomes a fireball; rock fragments are thrown in all directions. Air Raid flies after his comrades, his armor scratched and scorched when he detonated two AGM-130s to break contact.

AIR RAID: A draw. Next time I'll make Skywarp kneel down and call me, "Master."

The AGM-130s formed a crater, where Skywarp transforms into a MiG 1.44 MFI to pursue Air Raid.

SKYWARP: Roarrrr!

STARSCREAM (RADIO): Return to base. I sense Optimus' arrival.

SKYWARP: Yes, Master.

He watches the Combaticons follow the Aerialbots to the sea, towards two Enterprise class carriers and a Kuznetsov class carrier; then he turns around and rockets towards the HQ's ruins.

At the ruins, Starscream watches Omega-- a gray battleship-- enter Earth's atmosphere.

Omega resembles an enlarged X-36 Tailless Fighter Agility Research Aircraft with an Ohio class SSBN's 12 UGM-133A Trident II SLBM launch tubes and 12 tactical missile canisters for 84 BGM-109 Tomahawk cruise missiles. He's armed with eight RIM-116 RAM launchers, eight Goalkeeper 30 mm CIWS mounts, twelve 16" (406 mm) triple-gun turrets (the center gun is a disguised heavy plasma cannon) and twelve 5" (127 mm) twin-gun turrets, an Iowa class battleship's main and secondary armament. Six 16" and six 5" turrets mounted on the wing roots flank four RAM launchers and four Goalkeepers defending the sail and SLBM launch tubes; six 16" and six 5" turrets mounted under the wing roots flank four RAM launchers and four Goalkeepers defending bomb bay/hangar doors on the underside. Four SLBM launch tubes and four tactical missile canisters are in front of the hangar doors.

STARSCREAM: Scorponok, intercept and destroy the Autobot ship.

Scorponok transforms to robot mode for defense. The scorpion legs slide rearward and join together to form humanoid legs, the head swings down, and the stinger locks onto the back to fire superimposed over the head.

TEXT: Scorponok-- Decepticon Blitzkrieg mobile battle station, ultra warrior (rank: 4).

He rockets into the sky to attack Omega.

Omega's hanger doors open to unload his passengers-- Optimus, Elita, Arcee, and the Protectobots. He launches Snarl drones-- X-47B Pegasus unmanned combat aerial vehicles-- to cover the passengers. The drones transform into robot lions and attack Scorponok.


His 51 cm guns and CADS-N-1s fire, destroying the Snarl drones.

OPTIMUS: Go, go, go!

He leads Elita, Arcee, and the Protectobots away from Scorponok.

Omega transforms to robot mode. The canards folding against the shoulders to form pauldrons as the wings fold against the calves to form greaves. The forward fuselage splits to form arms-- the left hand extends while the right forearm mounts a fusion cannon-- to let the head extend from the fuselage. The rear fuselage splits to form legs. Six SLBM launch tubes and six tactical missile canisters separate from the back to form tassets, rotating to aim missiles in different directions; two RAM launchers and two Goalkeepers on his collarbones defend his head, two RAM launchers and two Goalkeepers defend his back, four RAM launchers and four Goalkeepers defend his chest; the gun turrets are now on the arms and legs.


He fires ten SLBMs.

TEXT: Omega Supreme-- Autobot mobile battle station, ultra warrior (rank: 5).

He steps back as the RAM launchers, Goalkeepers, and 5" guns intercept nine SLBMs; the tenth SLBM explodes in front of his optics, blinding him.

OMEGA: Argh!

Scorponok appears behind Omega, grabs his upper arms, and crosses the arms to restrain them.

SCORPONOK: You will burn!

His pincer-mounted graser cannons fire at point-blank range, trying to sever Omega's arms.

OMEGA: Ahhhh!

His right boot slams against Scorponok's knee, cracking the poleyn; the calf-mounted engines ignite, threatening to sever Scorponok's lower leg.


He releases Omega and steps back; foam leaks through the cracked poleyn as integral fire extinguishers cool the knee.

SCORPONOK: Burn in the fires of the Pit!

His flamethrower shoots.

Omega flies sideways to dodge the flames as his fusion cannon fires. The artificial sun pierces Scorponok's force field to hit his head, cracking his helmet.


OMEGA: Silence!

The ultra warriors fire volleys at each other until they fly within hand-to-hand combat range. Omega's fist and right forearm hammer Scorponok's head and chest-- the helmet shatters, scattering armor plates like shrapnel-- as Scorponok's pincers hammer his.

Optimus transforms and dives towards the ruins, followed by Elita and the Protectobots.

OPTIMUS: Autobots, stop the Decepticon renegades!

Starscream, choosing not to use his 30 mm cannons (disguised lasers) and hip-mounted R-77M medium-range AAMs, appears behind Optimus and slashes to project kenki. Optimus rolls to dodge the attack, transforms, and fires his carbine. Starscream parries the laser beam.

STARSCREAM: Hello, Optimus.

He thrusts. Optimus' dagger extends to parry the attack as the left ATGM launchers and rocket pod fires a volley-- four ATGMs and seven rockets-- at point-blank range. Starscream becomes an intangible "ghost" to let the ATGMs and rockets fly through the space he occupies; he becomes tangible again to counterattack, the sword piercing Optimus' force field.


The sword pierces his gorget. Optimus' dagger knocks away Starscream's saber before it causes serious damage. His right ATGM launchers and rocket pod fires a second volley as he guides the first volley to attack Starscream from behind.

Starscream turned sideways, his right saber pointed forwards at the second volley as his left saber pointed back at the first volley. His sabers spin like propellers, radiating psychokinetic waves towards the ATGMs and rockets, as he lunges. After the ATGMs and rockets explode harmlessly in midair, his right saber stops spinning to slash.

Optimus lunges, moving too close for the saber to cut him. He head butts-- his helmet slams against Starscream's nose-- to throw Starscream backwards.


Optimus' carbine fires; Starscream smiles as he parries the laser beam.

STARSCREAM: I'm glad to fight you, Decepticon Blitzkrieg Commander against Autobot Commander. Ultra Magnus would be mentally weakened by peacetime and forget the art of war; it's no sport to defeat so weak an enemy.

ELITA: Optimus!

Her laser pistol targets Starscream, but she knows if Starscream becomes intangible the moment she fires, the beam will hit Optimus.

OPTIMUS: Elita, take command! Lethal force is authorized!

He fights Starscream in midair. Elita lowers her pistol and leads the Protectobots towards the ruins.

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).

TEXT: Arcee-- Autobot counter-terrorism specialist (rank: 6).

The Thundercrackers transform, rocket into the sky, and launch 48 R-37 long-range and 32 R-77Ms at the diving Autobots.

ARCEE: Incomiiiing!

She tumbles in midair, her external fuel tank (a disguised laser rifle) firing in all directions to intercept the 80 AAMs.

Chromia, a blue thrust vectoring nozzle-equipped Chengdu J-10A fighter with violet thunderbolts painted on the wings, appears behind Arcee.

TEXT: Chromia-- Decepticon Blitzkrieg assassin (rank: 8).

Her external fuel tank (a disguised laser carbine), PL-8 short-range AAM and YJ-8 ASM launchers fire to launch a Retiarius Attack. Arcee is hit; she tumbles out of control.


She transforms and recovers control as Chromia dives within hand-to-hand combat range. The assassin transforms, detaches the leading edge of her left wing-- a burning blue power saber-- and thrusts.

Arcee uses her razor-sharp elbow-mounted wings as close combat weapons in robot mode; her right arm rises to block Chromia's attack as her left forearm-mounted AMRAAM launcher fires.

Chromia retreats so her saber can sever the incoming AMRAAM's warhead, which explodes harmlessly beside her.

CHROMIA: Your marksmanship is excellent. How are your close quarters combat skills?

They fight as they dive past the AAMs' burning debris.

ELITA: Protectobots, blaze a trail!

HOTSPOT: Blaze a trail. Wilco.

The Protectobots-- Hotspot, a CH-53K Super Stallion heavy-lift helicopter with two AIM-9X Sidewinder short-range AAMs mounted at the end of his sponsons; Streetwise, who transforms into a Merkava (Chariot) Mk 4 MBT; First Aid, who transforms into a Namer (Tiger) armored recovery vehicle; Groove, a F-16I Sufa (Storm) fighter whose conformal fuel tanks are disguised force field projectors; and Blades, a vectored thrust ducted propeller-equipped AH-64D Apache attack helicopter-- engage the Thundercrackers, which are now within hand-to-hand combat range.

TEXT: Protectobots-- Autobot special operations force.

The Thundercrackers detach the leading edges of their wings-- burning blue power sabers-- to attack the Protectobots.

An active-camouflaged Blitzkrieg shuttle becomes visible for a split-second when its cargo bay doors open to unload the Stunticons-- Motormaster, who transforms into a transporter erector launcher for the Iskander-E theater ballistic missile; Breakdown, who transforms into a transporter erector launcher and radar for the BUK-M1-2 SAM system; Wildrider, who transforms into a PTL02 tank destroyer; Drag Strip, who transforms into an UAZ-31512 cross-country vehicle; and Dead End, who transforms into a GAZ-3409 amphibious crawler-- who unite and form Menasor. Dead End and Drag Strip's sabers unite with Motormaster's lance to form Crusher-- Menasor's super weapon, a giant claymore whose blade burns blue with the cutting mechanisms' combined powers. Breakdown's 9M317 SAM launchers and Wildrider's 105 mm cannon detach from their turrets and reattach to Menasor's left gauntlet-- the Hand of Death.

TEXT: Menasor-- Decepticon Blitzkrieg super warrior.

He raises Crusher to slash at Hotspot, who rolls to dodge the attack; the attack destroys a Thundercracker instead.


12" shells rain on the remaining Thundercrackers, destroying them. The Protectobots maneuver, barely dodging the volley.

Streetwise turns to see Demolisher standing behind Nightracer.

STREETWISE: Maintain muzzle awareness, you idiot!

DEMOLISHER: Process this!

He ignores Streetwise as his 12" guns fire a volley at Menasor. The super warrior angrily turns to face Nightracer and Demolisher.

MENASOR: Puny Destronger! Menasor will crush you!

The super warrior dives to slash Demolisher. The sapper somersaults backwards to dodge the attack, but Menasor kicks to slam him against the ground.


Menasor raises his sword to behead Demolisher.

The Protectobots dive towards Menasor. They and unite and form Defensor-- Hotspot forms the torso, Blades and Groove form the left and right arms, First Aid and Streetwise form the left and right legs-- who grabs Menasor's arms.

MENASOR: What...?

He turns rearwards to face Defensor, who punches, breaking his nose and throwing him backwards.


TEXT: Defensor-- Autobot super warrior.

DEFENSOR: Let's turn up the heat!

Streetwise's 120 mm cannon detaches from his turret, Blades' Longbow Hellfire launchers detach from his wings, and Groove's AN/ALQ-184(V)9 electronic countermeasures pod (a decoy launcher attached to a disguised maser rifle) and AGM-158 JASSM launchers detach from his centerline and underwing pylons; the weapons combine with Hotspot's inflight refueling probe (a disguised laser carbine) and fuselage floor (his robot mode's riot shield, equipped with an auxiliary power unit and force field projector) to form Unbreakable, Defensor's super weapon. First Aid's crane detaches from his hull, extends a retractable fire ax blade and pick, and forms Defensor's tomahawk.

Defensor's right hand holds Unbreakable as his left hand swings the tomahawk at Menasor's head. Menasor's two-handed grip lets his claymore swing with more force than Defensor's tomahawk, but his lack of a long-range super weapon limits his options.

Demolisher recovers to shoot Menasor. Skywarp teleports in front of him.


Skywarp slashes to shatter his optics.


Nightracer's laser pistol (disguised as a 14.5 mm machine gun with a 7.62 mm machine gun mounted beside the barrel, in case the laser misfires) fires to stop Skywarp from finishing off Demolisher. The assassin teleports out of sight, reappears behind Nightracer, and thrusts. Nightracer's left forearm knocks away the blade, sacrificing the use of her left hand to protect her spark core, as her pistol fires. Skywarp teleports again to dodge the laser beam, reappears above Nightracer, and slashes. Nightracer somersaults backwards to dodge the attack; Skywarp anticipates her movements, teleports behind her, and holds a sword to Nightracer's neck.


Her arm rises to aim the pistol rearwards. Skywarp's sword cuts into her gorget, stopping her.

SKYWARP: Jettison your weapon. You're useless as a hostage if you're dead.

NIGHTRACER: Traitor! How dare you violate Commander Shockwave's orders!

SKYWARP: I fulfilled my contract with Shockwave before I joined the rebellion against him; technically, I'm not a traitor.

NIGHTRACER: Is energon the only thing you're loyal to, mercenary?

SKYWARP: You know, or should've known, my loyalties are to the Master of the Terror Soaring Saber.

Elita appears in front of Skywarp, uses her temporal disruptor to "freeze time," and kicks Skywarp's head. Time "thaws" when the assassin is thrown backwards, forcing him to release Nightracer.


Elita shoots and hits a surprised Skywarp's forehead. Nightracer spins around to shoot, but Skywarp teleports out of the line of fire.

NIGHTRACER: Thank you...

Elita collapses on the ground, her energy drained to use the temporal disruptor.


She races to Elita's side.

At the ruins, the intangible Starscream lunges. Optimus' rocket pods and chain guns fire; the rockets and shells fly harmlessly through the space the Starscream occupies. Starscream becomes tangible to slash, his left saber cutting into Optimus' right shoulder.


His right hand grips the left saber, restraining Starscream as he kicks the Blitzkrieg Commander's side.


Optimus fires an ASM, blowing Starscream backwards and forcing him to release the sword; the explosion scratches and scorches both robots' armor. Optimus throws the sword at Starscream's head.

Starscream catches the blade, smiling. The four arms extending from Optimus' sides already mounted eight ATGMs and an ASM underwing.


OPTIMUS (THINKING): (He must become tangible to attack.)

Starscream lunges. Optimus' dagger and Starscream's right saber clash, throwing sparks at both robots' faces.


His carbine fires as Starscream's left saber thrusts; both robots are knocked backwards.


STARSCREAM: Ah! Ha ha ha!

His cry of pain becomes laughter. He somersaults to recover control, and points the swords at Optimus. Then his head rises.

STARSCREAM: I'm sorry to say we must settle this on another day. See you later.

He smiles, transforms into a MiG 1.44 MFI, and rockets into the sky.

STARSCREAM: Scorponok, transform to cruise mode. Blitzkrieg, return to base.


He fires SLBMs at Omega; the explosions fail to overwhelm Omega's defenses, but the distraction lets Scorponok escape. He transforms to battleship mode, opens his hangar doors, and recovers Starscream and Skywarp.

The Stunticons separate and rocket away, dodging Defensor's tomahawk.


The active-camouflaged shuttle becomes visible for a split-second when its doors open to load the Stunticons. The EATRs appear and target the shuttle.

EATR PILOT: Bogie detected!

Strato-Viper sits in the shuttle cockpit; his HUD projects crosshairs over Sparkplug's EATR.

STRATO-VIPER: You're lucky I'm in a hurry. Next time I'll blast you to pieces.

The shuttle becomes invisible again.

EATR PILOT: Damn metal monsters! Stop using active camouflage systems and fight us face to face!

SPARKPLUG: Don't complain. We might use active camouflage systems one day.

Chromia fires a volley at Arcee, forcing her to retreat as her rifle intercepts the incoming missiles; the assassin uses the distraction to escape.

CHROMIA: Farewell, my pretty.

She blows a kiss at Arcee before transforming to rocket towards Scorponok, whose hangar doors open to recover her.

Superion and Bruticus, their battlefield damage repaired on the carriers, appear and pursue Scorponok. Trypticon appears in front of them.


His fusion cannon fires an artificial sun at Scorponok, who launches SLBMs in all directions. The SLBMs detonate in midair to shield the battleship from the attack and disrupt enemy sensors; when Trypticon, Superion, and Bruticus recover, Scorponok has escaped.

TRYPTICON: Cowards! Turn around and face me in battle! Roarrrr!


TEXT: Yokosuka Naval Base, Japan.

The Enterprise class carriers that participated in the assault are docked beside Omega. In a carrier bridge, Duke sits in front of a computer console; Hawk's image is displayed on the monitor.

HAWK (RADIO): So Starscream-- who somehow survived being blasted to pieces by Superion-- disguised himself as a Quintesson, the Predators' Master, and ordered them to attack both the Autobots and Destrongers?

DUKE: Optimus and Nightracer believe Starscream was trying to start a war between the Autobots and Destrongers, wait until both sides bleed each other white, and then take over the Destrongers, Autobots, or both.

HAWK (RADIO): And Arkeville?

DUKE: Starscream killed him; I guess the Decepticon had no more use for him. Uh, Hawk, what should we do about "Hook," our prisoner?

HAWK (RADIO): The Predators are accused of war crimes by several alien governments that the Autobots have diplomatic relations with. They'll be given medical treatment and then surrendered to Autobot custody.

In the infirmary, Hook rests in a nutrient tank, set to "REGEN" to treat his burns. Bumblebee, crouching to fit in the room, stands guard in case Hook tries to escape.

HAWK (RADIO): Fortunately, we can keep the Predators' weapons and armor as spoils of war.

DUKE: So Starscream lost.

HAWK (RADIO): Starscream won. The Predators served a Quintesson, who in turn served the Megatron imposter. By disguising himself as their Master, Starscream can send the Predators to their doom while we-- Starscream's enemies-- fight and die in battle against those alien bastards.

DUKE: Damn. How do we fight an enemy like that? Whose strategies let him win victory in defeat? Who can return from the dead more powerful than before?

HAWK (RADIO): Don't despair. We also have a friend who returned from the dead more powerful than before.

On the Flagg's flight deck, Snake Eyes, unmasked and wearing the sunglasses and dentures, holds Scarlett's hand as they face a US Navy chaplain. The Autobots, and other Joes who survived the missions in Borneo and Chishima Province, encircle them.

CHAPLAIN: By the power vested in me by the US Navy, I now pronounce you husband and wife.

Scarlett kisses Snake Eyes. The Autobots and Joes applaud.

Gung Ho leans towards Shipwreck to whisper.

GUNG HO: Is it safe for him to be her husband? What if her blood...?

Ratchet leans over the Joes to whisper.

RATCHET: Don't worry, I neutralized the plasmid responsible for the xenomorph's acidic blood, but she retains the xenomorph's superhuman strength and speed.

Scarlett turns to face them.

SCARLETT: What are you guys talking about?


A laser beam blasts a hole in a carrier bridge. The chaplain, a combat veteran, dives for cover. The Joes draw their weapons; Omega transforms as the other Autobots fly towards the damaged carrier.

Eve flies through the hole, out of the hangar where US scientists were inspecting her frame; human blood covers her hands, boots, and bayonet. She hovers over the carrier, her laser targeting Optimus, as the Aerialbots and Protectobots unite and form Superion and Defensor behind them.

OPTIMUS: Halt! Jettison your weapons!

JAZZ: Be a good girl and do what the Boss says.

Blisters form to cover Eve's injuries; they disappear as her new regeneration abilities heal her. Her optics burn green as they look into Optimus'.

EVE: Prime. I am new to this body, and not yet ready to battle you. But soon you will watch the void devour everything you value, before I grant you the peace of oblivion.

Optimus shoots, but Eve teleports out of the line of fire.


JAZZ: What in the Pit was she talking about?

Optimus' mask lowers to reveal a face scarred by battlefield damage repairs.

OPTIMUS: Unicron-- he's commandeered the xenomorph's body. We now fight an enemy whose power is beyond our calculations-- but we must fight, or everything we value, everyone we love, will be destroyed.

ELITA: By the Matrix...



Trypticon transforms into a Kuznetsov class aircraft carrier. He retracts the eight CADS-N-1 and eight AK-630 close-in weapons systems that protect his underside in flight and in robot mode, to prevent their exposure to saltwater. The carrier island, which lies sideways on the Giganotosaurus' back, folds upright. The Giganotosaurus' arms fold against his sides; the legs fold against his tail, directing the thrust of his calf-mounted engines rearwards and forming the stern. Swept wings (armor to protect the sides of his chest in robot mode) unfold. His neck retracts into his chest; his head forms the bow and ski jump. In both modes, Trypticon has four rocket engines to let him achieve escape velocity, and a warp drive.