(The citizens of Lithone engage in their typical activities until a large planet drifts toward their own.)

KRANIX: Orbulus, look; It's Unicron!

(The planet Unicron sheds a beam of light on planet Lithone's surface, breaking up its structure.)

KRANIX: The ships! Get to the ships! It's our only chance!

ORBULUS: Kranix! Aaaargh!!!

(The planet Unicron consumes Orbulus' ship and the entire planet Lithone, fueling his being.)

Transformers: The Movie

Starring:

Eric Idle

as Wreck-Gar

Judd Nelson

as Hot Rod

Leonard Nimoy

as Galvatron

Robert Stack

as Ultra Magnus

Lionel Stander

as Kup

Orson Welles

as Unicron

and co-starring

John Moschitta

as Blurr

NARRATOR: It is the year 2005. The treacherous Decepticons have conquered the Autobots' home planet of Cybertron. But, from secret staging grounds on two of Cybertron's moons, the valiant Autobots prepare to retake their homeland.

(The Decepticon Laserbeak secretly records the events taking place on Moon Base One.)

OPTIMUS PRIME: Ironhide, report to me at once.

IRONHIDE: Every time I look into a monitor, Prime, my circuits sizzle. When are we gonna start busting Decepti-chops?

OPTIMUS PRIME: I want you to make a special run to Autobot City on Earth.

IRONHIDE: But Prime!

OPTIMUS PRIME: Listen, Ironhide. We don't have enough energon cubes to power a full-scale assault. Ready the shuttle for launch.

IRONHIDE: Your days are numbered now, Decepti-creeps!

OPTIMUS PRIME: Jazz, report security status.

JAZZ: No sign of Decepticons here, Prime.

OPTIMUS PRIME: What about Moon Base Two?

JAZZ: Jazz to Moon Base Two, Jazz to Moon Base Two...

(Bumblebee and Spike, on Moon Base Two, respond to the call. All communications between the moons are via video link.)

BUMBLEBEE: Bumblebee and Spike here.

JAZZ: We're about to send up a shuttle. Any Decepticon chinanagins in your area?

BUMBLEBEE: All clear, Jazz.

SPIKE (to Ironhide, now in the shuttle): Hey, Ironhide, tell my son I miss him. And tell him not to worry; I'll be coming home as soon as we kick Megatron's tail across the galaxy.

IRONHIDE: Will do, Spike.

OPTIMUS PRIME: Cliffjumper, commence countdown.

CLIFFJUMPER: 5...4...3...2...1...Blast off!

OPTIMUS: Now, all we need is a little energon, and a lot of luck.

(Laserbeak returns to Cybertron.)

SHOCKWAVE: Laserbeak returns, Megatron.

MEGATRON: Welcome, Laserbeak. (Laserbeak perches on Megatron's arm.) Unlike some of my other warriors, you never fail me. Soundwave, play back Laserbeak's findings.

SOUNDWAVE: As you command, Megatron.

(Laserbeak transforms to cassette mode and inserts himself into Soundwave, who transforms to cassette player mode and links to a monitor. The following recording is seen.)

} OPTIMUS PRIME: I want you to make a special run to Autobot City on Earth.

} IRONHIDE: But Prime!

} OPTIMUS PRIME: Listen, Ironhide. We don't have enough energon cubes to power a full-scale assault. Ready the shuttle for launch. --- Now all we need is a little energon, and a lot of luck.

MEGATRON: More than you imagine, Optimus Prime.

(Megatron blasts a hole in the Autobot shuttle and his army proceed through.)

BRAWN: Megatron. --- Decepticons!

MEGATRON: Die, Autobots!

(Megatron kills the crew of the Autobot shuttle, except for Ironhide, whose wounds were not fatal.)

MEGATRON: This was almost too easy, Starscream.

STARSCREAM: Much easier, almighty Megatron, than attacking the real threat, the Autobots' moon base.

MEGATRON: You're an idiot, Starscream. When we slip by their early warning systems in their own shuttle and destroy Autobot City, the Autobots will be vanquished forever.

IRONHIDE: No!

MEGATRON: Such heroic nonsense.

(Megatron shoots Ironhide. His death is implied.)

(Hot Rod and his human friend Daniel Witwicky are fishing.)

HOT ROD: Fish are jumping today, huh, Dan-O?

DANIEL: I guess so.

HOT ROD: Hey, what's the matter?

DANIEL: Uh, I don't know, Hot Rod.

HOT ROD: Come on, you can tell me.

DANIEL: Guess I just miss my dad.

HOT ROD: Don't worry, Spike will be back soon... oh hey! I caught something!

DANIEL: Wow! Look at the size of it!

HOT ROD: Yep. It's a whopper all right.

(Daniel hears a beeping from his pocket space traffic gauge, removes it from his pocket, and examines it.)

DANIEL: Hot Rod, the shuttle's coming. Let's watch it land.

HOT ROD: Talk about dull, Daniel.

DANIEL: Hurry or we'll miss it!

(Daniel rides on a jet-powered skateboard, but hits a rock and loses his balance. Hot Rod catches him.)

HOT ROD: If you're going to ride, Dan-O, ride in style.

(Hot Rod Transforms to car mode and places Daniel in driver's seat.)

DANIEL: Hey! Let's stop here!

HOT ROD: Why settle for a peek, Daniel, when you can see everything from Lookout Mountain?

(Kup directs an Autobot construction unit as they place a sign in the street.)

KUP: A little to the left. A little bit more...

(Hot Rod drives through the sign in the middle of the street.)

KUP: Turbo-revvin' young punk! I'll straighten you out yet.

(Hot Rod and Daniel arrive at Lookout Mountain. Daniel looks through the telescope located there.)

DANIEL: Hot Rod, Look! There's a hole in the shuttle.

HOT ROD: What? --- Decepticons! (He shoots at the shuttle.)

KUP: What's that darn fool doing?

MEGATRON: Attack!

(Megatron blasts the side of the mountain where Daniel is standing, starting a landslide.)

HOT ROD (Grabbing Daniel): Daniel!

DANIEL: AAAAAAAAAAHHHHHH!

BLITZWING (Transforming to tank mode): Come on down, Auto-brat.

(Kup jumps on Blitzwing and pulls his gun turret away from Hot Rod's line of fire. Blitzwing shoots Shrapnel instead, who lands atop Blitzwing.)

HOT ROD: Huh. Not bad for an old-timer.

KUP: Old-timer? That's something you'll never be if you don't get back to the city.

HOT ROD: Save it, Kup. Let's burn rubber.

PERCEPTOR: Ultra Magnus, a cursory evaluation of Decepticon capability indicates a distinct tactical deficiency.

ULTRA MAGNUS: In other words, Perceptor...

SPRINGER: We're outnumbered!

ULTRA MAGNUS: Springer, you and Arcee transform Autobot city. Perceptor, tell Blaster to radio Prime for reinforcements.

BLURR (Very fast, without pause between words or phrases): What about me Magnus? What about me? Hm huh hm huh hm huh? I can help, I want to help. What about me?

ULTRA MAGNUS: Blurr, you can help me alert the others.

BLURR (Very fast): Absolutely positively definitely. Nobody can get a job done faster than I can. Nobody, nobody, nobody!

SPRINGER: Come on, Arcee, Let's go!

ARCEE: But Hot Rod and Kup are still outside the city.

SPRINGER: We can't wait. They'll have to take care of themselves. Come on!

(Springer and Arcee turn the devices which transform Autobot City to armored battle station mode. The two run through the closing corridors to safety but are followed by Starscream.)

STARSCREAM (shooting at Springer and Arcee): Pathetic fools! There's no escape.

(As Springer and Arcee run to safety, part of the structure closes on Starscream's foot. He finds the walls closing on him, and blasts his foot to free himself.)

STARSCREAM: Oh... Ow! My foot!

(Arcee activates the controls which complete Autobot City's transformation process. the Decepticons are locked outside the city.)

MEGATRON: Breach their defenses!

KICKBACK (Eating a hole in the main entrance): Delicious... eh, Shrapnel?

SHRAPNEL (Also eating the entrance): Uh, a little heavy on the electrons, electrons.

KUP: The Insecticons are in our way.

HOT ROD: Wrong. They're our way in. Yah!

(Hot Rod and Kup use the Insecticons as a ramp to gain the velocity needed to cross the moat around Autobot City.)

(Cut to Autobot City's Radio tower.)

BLASTER: Look out, shout. Ow! --- Hey Perceptor, what's shaking, other than this fortress?

PERCEPTOR: Blaster, Ultra Magnus sends orders to contact Optimus Prime on Moon Base One.

BLASTER: All right! Cover your receptors, Perceptor. (Transforms to radio mode.) Optimus Prime, do you read me? The Decepticons are blitzing Autobot City. We're really taking a pounding. Don't know how much longer we can hold out.

MEGATRON (Outside the tower): Soundwave, jam that transmission.

SOUNDWAVE: Rumble, Frenzy, Ravage, Ratbat... eject. Operation: Interference. (He releases his cassettes.)

BLASTER: Optimus Prime, do you read me? The Decepticons are blitzing Autobot City. We're really taking a...

(The message is cut short as Rumble and Frenzy tear the transmission unit from the tower.)

RUMBLE (breaking the tower's glass ceiling with his pile drivers): First we crack the shell, then we crack the nuts inside.

PERCEPTOR: Run, Blaster. Save yourself!

BLASTER: No way. Two can play. (releases his cassettes.) sick 'em.

(The Autobot and Decepticon cassettes fight each other.)

PERCEPTOR: Do you think you got through to Prime?

BLASTER: Let's hope so. 'Cause if I didn't we're all going to look like burnt-out toaster ovens.

BLURR (Very fast): We've got Decepticons in the gates, Decepticons in the air, Decepticons inside the walls, Decepticons, Decepticons, Decepticons! If we pick them off the wall and they show up in the air. If we shoot them out of the air and they show up in the gates over there, and that leaves us nowhere, that's where!

(Arcee is inside a missile turret, busy recovering the dead bodies of Windcharger and Wheeljack.)

SPRINGER: Come on, Arcee. We've got to get this launcher into place. Megatron's making his big push, and we got to push back.

KUP (Entering with Hot Rod): Keep at it Springer my boy. Help's at hand. --- Together now (The four Autobots push the missile launcher.)

ARCEE (To Hot Rod): I was afraid you'd be trapped outside the city.

HOT ROD: Hey, I wasn't worried for a microsecond.

ARCEE: Then you probably didn't understand the situation.

KUP: That did it.

MEGATRON: Constructicons, merge for the kill.

DANIEL: Kup, Hot Rod, look!

(The constructicons merge into Devastator.)

KUP: Devastator.

DEVASTATOR: Prepare for extermination.

(Devastator begins to crush the Autobot defense structures.)

SPRINGER (Loading a missile): I've got better things to do tonight than die.

(Springer fires missiles at Devastator, which do nothing to deter him. Devastator destroys the turret.)

(Scene dissolves to the next morning. Autobot City is war-torn.)

MEGATRON: Their defenses are broken. Let the slaughter begin!

(Cut to an Autobot shuttle approaching Autobot City.)

OPTIMUS PRIME: Dinobots, destroy Devastator.

GRIMLOCK: Me Grimlock love challenge. --- Dinobots, transform.

(The battle between the Dinobots and Devastator ends in a stalemate, both sides weakened.)

OPTIMUS PRIME: Megatron must be stopped, no matter the cost.

(Optimus Prime confronts Megatron, fighting Decepticons the entire way.)

MEGATRON (Turning towards Optimus): Prime!

OPTIMUS PRIME: One shall stand; one shall fall.

MEGATRON: Why throw away your life so recklessly?

OPTIMUS PRIME: That's a question you should ask yourself, Megatron.

MEGATRON: No! I'll crush you with my bare hands!

HOT ROD: I've got to help Prime.

KUP: Stay away, lad. That's Prime's fight.

(Optimus and Megatron fight in hand-to hand combat. Although the tide of the battle remains balanced, Megatron seriously hurt Prime in the mid-section with various foreign objects.)

MEGATRON (reaching at Optimus' face): I'll rip out your optics!

(Optimus throws Megatron over his head, and aims his weapon at Megatron.)

KUP: Finish him off, Prime. Do it now.

(Megatron notices a gun nearby on the ground out of Optimus' sight.)

MEGATRON (Convincingly dramatic): No more, Optimus Prime! Grant me mercy, I beg of you!

OPTIMUS PRIME (still aiming at Megatron): You who are without mercy, now plead for it? I thought you were made of sterner stuff.

(Megatron grabs the gun.)

HOT ROD (jumping on Megatron): No you don't, Megatron!

OPTIMUS PRIME: Out of the way, Hot Rod!

MEGATRON (Holding Hot Rod in front of himself): Fall. Fall!!!

(Megatron shoots Optimus in the mid-section and face.)

MEGATRON: Ah, I would have waited an eternity for this. It's over, Prime.

OPTIMUS PRIME (Striking Megatron with all his might): Never!

(Megatron falls off a ledge onto the ground.)

HOT ROD (running to Optimus): Optimus, forgive me.

STARSCREAM: How do you feel, "mighty" Megatron? (Kicks Megatron.) Astrotrain, transform and get us out of here.

MEGATRON (Weakly): Uh, don't leave me, Soundwave.

SOUNDWAVE: As you command, Megatron.

ARCEE: The Decepticons are retreating.

KUP: Prime did it. He turned the tide.

STARSCREAM: Astrotrain, take off!

(Astrotrain leaves for Cybertron, carrying the tattered army.)

PERCEPTOR: I fear the wounds are fatal.

DANIEL: Prime, you can't die!

OPTIMUS PRIME: Do not grieve. Soon I shall be one with the Matrix.

HOT ROD: Prime...

OPTIMUS PRIME: Ultra Magnus, it is to you, old friend, I shall pass the Matrix of Leadership, as it was passed to me.

ULTRA MAGNUS: But, Prime, I'm... I'm just a soldier. I'm not worthy.

OPTIMUS PRIME: Nor was I... but one day an Autobot will rise from our ranks, and use the power of the Matrix to light our darkest hour.

(Optimus Prime opens his chest. The Autobots look upon the Matrix with awe. as Optimus removes it from his chest.)

OPTIMUS PRIME: Until the day... till all are one...

(Optimus drops the Matrix. Hot Rod reaches to catch it, then hands it to Ultra Magnus, who places it into his own chest.)

(Optimus Prime's body turns a charcoal gray and, laying his head to one side, he dies. The Autobots mourn, and Daniel cries heavily on Optimus' hand.)

(Unicron, with his supernatural perception, witnesses the death of Optimus Prime, and particularly takes note of the transfer of the matrix to Ultra Magnus.)

UNICRON: NOOOOOOOO!

ASTROTRAIN: Jettison some weight or I'll never make it to Cybertron.

STARSCREAM: Fellow Decepticons, Astrotrain has requested that we lighten our burden.

HOOK: In that case I say it is survival of the fittest.

STARSCREAM: Do I hear a second on that?

HEALTHY DECEPTICONS: Aye!

STARSCREAM: ...and against?

BATTLE-DAMAGED DECEPTICON: Nay!

STARSCREAM: The ayes have it.

(The healthy Decepticons approach the damaged ones.)

HEALTHY DECEPTICONS: Get... Make room for others...

BATTLE-DAMAGED DECEPTICON: Brothers, don't!

(One by one, the Decepticons are released into space. Then Starscream carries Megatron to the airlock.)

STARSCREAM (Sarcasticly): Oh, how it pains me to do this!

MEGATRON: Wait... I still function.

STARSCREAM: Wanna bet? (He throws Megatron into space)

MEGATRON: Starscream!

STARSCREAM: As Megatron has, how shall we say, departed, I nominate myself as the new leader.

SCRAPPER: Wait. The Constructicons form Devastator, the most powerful robot. We should rule.

SOUNDWAVE: Soundwave Superior. Constructicons inferior.

BONECRUSHER: Who are you calling inferior?

HOOK: No one would follow an uncharismatic bore like you!

RUMBLE: Hey! Nobody calls Soundwave "unchrasimatic".

FRENZY: Yeah! Let's kick tailgate!

HOOK: Constructicons, unite!

(The constructicons form Devastator.)

RUMBLE/ FRENZY: No way! (They roll their pile drivers, causing Devastator to disengage.)

(A fight breaks out involving every Decepticon except Astrotrain, who flies toward Cybertron silently.)

(Megatron and the dying Decepticons float toward Unicron.)

UNICRON: Megatron --- Megatron --- Welcome, Megatron.

MEGATRON: Who... Who said that?

UNICRON: I am Unicron.

MEGATRON: Show yourself.

UNICRON: I have summoned you here for a purpose.

MEGATRON: Nobody summons Megatron.

UNICRON: Then it pleases me to be the first.

MEGATRON: State your business.

UNICRON: This is my command. You are to destroy the Autobot Matrix of Leadership. It is the one thing, the only thing, that can stand in my way.

MEGATRON: You have nothing to fear. I have already crushed Optimus Prime with my bare hands.

UNICRON: You exaggerate.

MEGATRON: The point is he's dead, and the Matrix died with him.

UNICRON: No. The point is you are a fool! The Matrix has been passed to their new leader, Ultra Magnus. Destroy it for me.

MEGATRON: Why should I? What's in it for me?

UNICRON: Your bargaining posture is highly dubious. But, very well, I will provide you with a new body, and new troops to command.

MEGATRON: And?

UNICRON: And nothing! You belong to me now.

MEGATRON: I belong to nobody!

UNICRON: Perhaps I misjudged you. (Emits a red light which begins to pull Megatron into Unicron.) Proceed on your way to oblivion.

MEGATRON (Painstakingly): NO! No! No! I accept your terms! I accept! Aaaargh!

UNICRON: Excellent.

(Unicron reconstructs Megatron into a new robot.)

UNICRON: Behold: Galvatron! --- And these shall be your minions.

(Reforms Thundercracker and Insecticon soldiers.) Scourge, the tracker, and his huntsmen, the sweeps.

(Equips Skywarp and other Insecticon(s) with new forms.) Cyclonus, the warrior, and his armada commander.

(Discharges a spaceship.) And this shall be your ship. Now go. Destroy the Autobot Matrix.

GALVATRON: I will rip open Ultra Magnus, and every other Autobot, until the Matrix has been destroyed. To Cybertron!

UNICRON: Destroy the Matrix.

STARSCREAM: Get on with the ceremony.

(Astrotrain crowns Starscream.)

STARSCREAM: My fellow Decepticons, as your new leader, I...

(Cyclonus, in jet mode, flies in.)

STARSCREAM: Who disrupts my coronation?

GALVATRON: Coronation, Starscream? This is bad comedy.

STARSCREAM: Megatron, is that you?

GALVATRON: Here's a hint! (Transforms to laser cannon and disintegrates Starscream with one shot. Starscream's crown falls from the throne to Galvatron. Galvatron transforms to robot mode and steps on the crown.)

GALVATRON: Will anyone else attempt to fill his shoes?

RUMBLE: What'd he say his name was?

GALVATRON: Galvatron!

ALL DECEPTICONS: Long live Galvatron! Galvatron!

(Unicron approaches Moon Base One.)

JAZZ: Where'd that come from?

CLIFFJUMPER: Who cares? I'm more worried about where it's going?

JAZZ: Talk to me, Earth. We've got a situation out here.

(Cut to Autobot City, where the Autobots are busy repairing the extensive damage.)

JAZZ (voice being received by Blaster): Roger me! Wilco me! anything! Hello, hello, Earth.

BLASTER (Transforming to radio mode): I'm picking up a faint signal.

JAZZ (voice): This is Jazz. A gi-normous, weird-looking planet just showed up in the suburbs of Cybertron.

CLIFFJUMPER: And it's attacking Moon Base One.

(The signal is lost.)

ULTRA MAGNUS: Jazz! Cliffjumper!

(Cut to Unicron, consuming Moon Base One. Jazz and Cliffjumper are in an escape craft.)

JAZZ: Got to blast free, if we can.

CLIFFJUMPER: Ignition and...

JAZZ: Hit it!

(The ship starts into space, but soon is drawn towards Unicorn.)

CLIFFJUMPER: Jazz! We're not getting away!

(Unicron sucks the ship in along with the rest of Moon Base One.)

(Cut to Earth, where Spike and Bumblebee are seen on a monitor.)

SPIKE: This is Spike and Bumblebee, up here on Moon Base Two.

BUMBLEBEE: This thing, this monster planet, just ripped the first moon to shreds.

SPIKE: ...and it's heading this way.

BUMBLEBEE: We'll try and slow it down.

SPIKE: But you better get here fast, because we're not going to...

(The signal is lost.)

DANIEL: Dad!

(Bumblebee is setting up a time bomb which will self-destruct the moon in 20 seconds.)

SPIKE: Bumblebee, activate the explosives. --- (To himself): If this doesn't stop him, nothing will.

BUMBLEBEE: The explosives are activated. Let's get out of here. --- Hurry! It's going to blow!

(Spike and Bumblebee escape in a ship from Moon Base Two. Just as Unicron brings the moon inside himself, the moon explodes. All that is seen is a large cloud of smoke and debris.)

BUMBLEBEE & SPIKE (Alternating): All right! Hooray! We did it! We done it! Way to go! Ha, ha, ha!

BUMBLEBEE (looking into the clearing smoke): Look!

(Unicron emerges unscathed.)

SPIKE: It isn't even dented! What are we going to do now?

(they feel the ship being pulled toward Unicron.)

BUMBLEBEE: We're being sucked into it!

(The ship is drawn into Unicron.)

GALVATRON: How dare, Unicron! Cybertron and all it's moons belong to me! (A sharp pain strikes Galvatron.)

SCOURGE: But remember, we belong to him.

GALVATRON: I belong to nobody. (The pain increases and he tumbles to the ground.) I will obey, Unicron. (The pain ceases and he gets up.) Decepticons, to Earth.

ULTRA MAGNUS: Autobots, prepare to board the shuttles This new menace is more dangerous than all the Decepticons put together. Somehow we must destroy it before it devours Cybertron.

DANIEL: But what about my dad? He... he's on the moon between that monster planet and Cybertron.

ULTRA MAGNUS: Daniel, we'll do everything we can for Spike.

SPRINGER: And what are we going to do when we get there? That thing crunches moons, it'll make short work of us.

ULTRA MAGNUS: Maybe the matrix can stop it.

HOT ROD: You're right; it can!

KUP: What do you know about it, lad?

HOT ROD: I've just got this feeling.

SPRINGER (Points into sky): Look!

(Galvatron and the new Decepticons invade.)

ULTRA MAGNUS: To the shuttles!

GALVATRON (Piloting Cyclonus): I, Galvatron, will crush you, just as Megatron crushed Prime.

ULTRA MAGNUS: And you'll die trying, just like Megatron. (Strikes Cyclonus with laser fire.)

GALVATRON (feeling the effect of Ultra Magnus' laser): Ugh! Autobot scrap!

SCOURGE: Do you want me to gun Ultra Magnus?

GALVATRON: There are plenty of Autobots for you. Ultra Magnus is mine!

ARCEE (Grabbing Daniel away from Decepticon fire): Stay close to me, Daniel.

HOT ROD: And you better stay close to me.

ARCEE (Pulling Hot Rod out of Cyclonus' line of fire): No, you better stay close to me.

(Cut to Autobot shuttle. Blurr pushes Grimlock, who is reluctant to board the ship.)

BLURR (Very fast): Nice Dino, good Dino, sweet Dino, wouldn't you step in the nice spaceship for Blurr? Pretty please? Pretty pretty pretty please? Nice Dino, good Dino, with a cherry and sugar and whipped cream on top? Nice Dino, good Dino, sweet Dino?

GRIMLOCK: Me Grimlock not "nice dino". Me bash brains!

(The Dinobots continue to fight Decepticons.)

ULTRA MAGNUS: Blurr, get the Dinobots in the shuttle.

BLURR (Very fast): I'm trying to get them in the shuttle, Ultra Magnus, cause I know we can't launch the shuttle until we get them in the shuttle, but I can't seem to get them in the shuttle, because they're impossible, impossible, impossible!

ULTRA MAGNUS: Okay, forget it. Kup,Hot Rod, you get the Dinobots aboard and get us out of here!

HOT ROD (Lassoing Grimlock and dragging him aboard shuttle): Come on, you big bozo, get in the shuttle.

(Cut to inside the shuttle.)

KUP: This reminds me of the battle on Alpha 9. The Petro-rabbits were... Grimlock, get your noodle out of my face!

GRIMLOCK: Me Grimlock love Kup's war stories.

KUP: You're living one now. (To Hot Rod) Engage the boosters, for Cybertron's sake!

GRIMLOCK: Tell Grimlock about Petro-rabbits again.

KUP: I'll give you petro-rabbits. Contact.

(The first shuttle takes off.)

(Cut to other shuttle. Springer and Daniel are entering.)

SPRINGER: Looks like we're shipmates, squirt.

DANIEL: All right!

SPRINGER: But if you get spacesick, you're going to walk home.

ULTRA MAGNUS: Hurry.

(Springer pulls the controls to start the ship down the runway.)

DANIEL: Wait, Ultra Magnus! Arcee's still out there!

SPRINGER (Reaching his hand out to Arcee): Jump!

(Arcee grabs hold to Springer's hand and is pulled aboard.)

ARCEE: Thanks.

DANIEL: Whew. That was close.

SPRINGER: Believe it or not, this is the fun part.

(Cut to the two Autobot shuttles. The first has gray trim and contains Hot Rod, Kup and the Dinobots. The other has red trim and contains the others: Ultra Magnus, Springer, Arcee, Blurr, Perceptor and Daniel.)

ULTRA MAGNUS: Congratulations, Autobots, we've lost them. So rest while you can.

(Cut to gray shuttle.)

KUP: Yep, I remember the dust was so thick off Beta 4, you had to use windshield wipers on your optic sensors.

GRIMLOCK: Me Grimlock know all about wipers, want to hear good part of story.

SWOOP: Good part, Kup. Tell Swoop good part.

KUP: Okay, okay. Well, the dust was really thick. And then this gigantic Ichyac came tromping and stomping down the mountain, flames spewing out of its nostrils. And I thought for sure...

HOT ROD (diverted from his combat practice with the Auto-combatant): Hey, Kup, don't you think we have better things to do now than tell old stories?

KUP: Like what?

HOT ROD: Like try to figure out how we're going to rescue our friends, and then save Cybertron.

GRIMLOCK: No. Tell story.

OTHER DINOBOTS: Ssssh. Quiet. We want to hear story. Tell story, tell story.

(Hot Rod shrugs, and is struck from behind from the Auto-combatant.)

AUTO-COMBATANT: <Buzz> Time out, time out, time out!

(Cut to Galvatron's ship. Galvatron fires magnetic torpedoes at the gray shuttle.)

HOT ROD: They're closing on us.

KUP: Yep, like the shrikebats of Dromedon.

HOT ROD: How'd you beat them?

KUP: I'm trying to remember. There were an awful lot of casualties that day. Oh, yeah! We inverted polarities.

(Hot Rod uses the ship's controls to change the magnetic pull of the torpedoes.)

HOT ROD: They're coming back!

(The torpedoes explode before hitting the ship.)

HOT ROD: All right! We survived that.

KUP: Yeah, but will we survive this?

(Cut to Galvatron, who opens the ship's lower airlock.)

GALVATRON: Cyclonus, transform and attack.

(Cyclonus, in jet mode, fires upon the shuttle, damaging the flight systems.)

KUP: I can't control it!

HOT ROD: We're going to crash!

(The shuttle crashes on an alien world.)

(Cut to red shuttle.)

SPRINGER: Kup and Hot Rod just bought it.

ULTRA MAGNUS: I can't deal with that now.

SPRINGER: Face it, Magnus. The Decepticons are going to dog us until they see us dead.

ULTRA MAGNUS: Then that's exactly what they're going to see. Prepare for emergency separation.

PERCEPTOR: That's too dangerous!

ULTRA MAGNUS: What choice do we have?

(Ultra Magnus presses a few buttons. The shuttle's cockpit disengages from the rest of it.)

(Cut to Galvatron, who fires magnetic torpedoes, which destroy the red shuttle.)

SCOURGE: The Autobots have been terminated.

GALVATRON: Excellent. And the Matrix with them. (Galvatron experiences a sharp pain.) Aaaah! No! Unicron! Why? (To Scourge) Take me to Unicron! Take me now! Ahh, oh!

(Cut to Autobot escape craft.)

ARCEE: Did you have to let them detonate three-quarters of the ship?

SPRINGER: Seeing as how they would have detonated four quarters, I think it was a good choice.

ARCEE: But now how are we going to get there in this wreck?

ULTRA MAGNUS: Perceptor, can you locate a place to set down for repairs?

PERCEPTOR: Gamma rays in this sector of space create marginal navigation probabilities. However... ahem, yes. I believe I can. he planet of junk is in this vicinity.

ULTRA MAGNUS: Then let's go for it.

HOT ROD: Kup! Grimlock! Slag! Anybody!

(Hot Rod is hostage to a mechanical plant. Robotic fish sense his presence and veer toward him for their food. Hot Rod retracts his left hand and exposes a rotor which he uses to free himself and slice the fish.)

KUP: Hot Rod, help me!

HOT ROD: Kup... KUP!

KUP: Help...

(Kup is in the grip of a Star Squid. Hot Rod fights the Squid and rescues Kup, who falls to the sea floor with parts missing.)

HOT ROD: Kup, talk to me.

KUP: Mpph... Fix me.

HOT ROD: Sure, Kup. Right away.

ULTRA MAGNUS: Brace for impact.

(The Autobot escape craft lands uncontrollably on Junkion.)

ULTRA MAGNUS: Say something. Anybody.

SPRINGER: Remind me to give the auto-pilot a raise.

ARCEE: Daniel?

DANIEL: I, I'm okay.

ULTRA MAGNUS: Let's try to salvage this thing.

DANIEL: Can I help too?

SPRINGER: It's rough out there, kid.

ARCEE: I think Daniel can make himself useful with this. It was Spike's Exo-Suit.

DANIEL: Dad's Exo-Suit! He told me all about it.

ARCEE: Here, try it on. (She puts Daniel in the Exo-Suit.) Now try to walk. Come on, you can do it.

SPRINGER: Just think about what you want to do before you do it.

DANIEL (Staggering): It's kind of tricky. Woah!

ARCEE: Keep on practicing. You'll get the hang of it.

ULTRA MAGNUS: Come on, showtime's over. We've got work to do.

DANIEL: <Whistles> This must be the junk capitol of the universe.

(Junkions emerge from the planet's garbage-covered surface.)

WRECK-GAR: Stop, thief! No welcome-wagon hello stranger with that good coffee flavor for you.

JUNKION: Yeah, yeah. Or your money back.

WRECK-GAR: Offer expires while you wait. Operators are standing by.

(Hot Rod completes the repairs on Kup.)

HOT ROD: That does it. So, what do you think?

KUP: Of all the circuit-glitched diode-blowin' dimwittery. You left a peice out!

HOT ROD: No way; you're just a little stiff.

KUP: Anyway, all things considered, you've done an amazing job, lad. Amazing.

HOT ROD: Really?

KUP: Yeah. You even got rid of a nasty burr in my rotator. Now let's find the Dinobots and get off this twisted planet.

(They transform and ride until they reach a river bank. A pack of Alligaticons rise out.)

KUP: Don't act hostile; I'll use the universal greeting.

HOT ROD: "Universal greeting"?

KUP: Watch. I'll have them eating out of my hand: Bah weep granah weep nini bong!

HOT ROD: Bah weep granah weep nini bong?

ALLIGATICONS: Bah weep granah weep nini bong!

KUP: See? The universal greeting works every time. Now, without making any sudden moves, offer them an energon goodie.

(Kup opens a metal box and feeds energon to the alligaticons. Hot Rod proceeds to also.)

HOT ROD: This is getting expensive.

KUP: Don't worry. They'll reciprocate.

(The alligaticons make hand gestures to request more.)

HOT ROD: I thought they were supposed to reciprocate. No more.

KUP: Empty.

(The Alligaticons capture Hot Rod and Kup and lead them to a structure. A small orange car (Wheelie) witnesses the event.)

KUP: Reminds me of the Nitith Slave Mines on Galganas 7.

HOT ROD: Every place reminds you of someplace else.

KUP: Experience, lad. You should learn to appreciate it.

HOT ROD: A lot of good it's done us so far. (looks to one side.) Hey, what's going on over there?

QUINTESSON LEADER: Has the Imperial Majester delivered a verdict?

QUINTESSON JUDGE: I have.

QUINTESSON LEADER: Guilty or innocent?

QUINTESSON JUDGE: Innocent.

QUINTESSON LEADER: Feed him to the Sharkticons.

(An escapee from Lithone stands on a platform. A Quintesson gatekeeper pulls a lever. The platform falls from under the Lithonian and he falls into a pool filled with Sharkticons, who tear him to shreds.)

LITHONIAN: AAAAAAH!

QUINTESSON JUDGE: Ha, ha ha ha ha! (Changes heads.) Heh, heh heh heh heh! (Changes heads.) Ho, ho ho ho ho! (Changes heads.) ha, ha ha ha ha! (Changes heads.)

HOT ROD: We've got to get a new travel agent.

ALLIGATICONS (Locking Kup and Hot Rod in a cell): Bah weep granah weep nini bong.

HOT ROD: What is this place?

KRANIX: The world of the savage Sharkticons, and their cruel masters, the Quintessons. I am Kranix. My planet was destroyed by Unicron.

HOT ROD: Unicron. Who's Unicron?

KRANIX: A planet that devours everything in its path.

KUP: So that's the monster's name.

(Alligaticons escort Kranix to trial.)

KRANIX: No, please! I'm the last survivor of lithone! No, no!

HOT ROD: Let him go.

QUINTESSON GUARD: Soon you too shall receive your sentence.

QUINTESSON LEADER: Has the Imperial Majester reached a verdict?

QUINTESSON JUDGE: I have.

QUINTESSON LEADER: Guilty or innocent?

KRANIX: Spare me this mockery of justice!

QUINTESSON LEADER: I repeat, guilty or innocent?

QUINTESSON JUDGE: Innocent.

(The platform below Kranix's feet falls from beneath him and he falls into the Sharkticon pit.)

KUP: Not the end I'd wish for, lad.

(The Swoop rejoins the other Dinobots after searching for Kup and Hot Rod.)

SWOOP: Me Swoop no see nothing.

GRIMLOCK: Me Grimlock positive Hot Rod and Kup close.

SLAG: Me Slag say you full of beryllium bologna.

GRIMLOCK: Me Grimlock say you full of cesium salami.

SLAG: Beryllium bologna!

WHEELIE: Friend find, look behind.

GRIMLOCK: Who say that?

WHEELIE: Friend find, look behind. You go wrong way. You fool I say.

GRIMLOCK: Me Grimlock fool?

WHEELIE: Picture you got. No fool you not. Heh heh. Heh heh heh!

GRIMLOCK: Me Grimlock no like you. (Strikes Wheelie.)

(Wheelie puts a heated rock in his slingshot and hits Grimlock in the nose.)

GRIMLOCK: Ow! Why boy hit my nose?

WHEELIE: Wheelie say find friends today.

GRIMLOCK: Me Grimlock say we on our way.

GALVATRON: Unicron, why did you torture me?

UNICRON: You have failed.

GALVATRON: No, Unicron. Ultra Magnus is dead, and the Matrix destroyed.

UNICRON: The Matrix has not been destroyed, and Ultra Magnus lives on the planet of junk. Stalk him. Tear him apart, and destroy the Matrix.

(The Autobots repair the damage to the shuttle.)

PERCEPTOR: Be sure the fittings are securely welded.

BLURR (Very fast): Absolutely, positively, definitely. I wouldn't do it any other way, any other way at all.

DANIEL: Woah, this Exo-Suit's fantastic. I think I'm starting to get the hang of it.

WRECK-GAR: Forward, avanti, and like, go for the gusto. --- Hold on.

(The Decepticon army returns.)

ULTRA MAGNUS: Decepticons! We've got to draw them off and double back to the shuttle.

(Galvatron, inside Cyclonus, fires missiles on the shuttle, destroying it.)

SPRINGER: There goes the shuttle.

DANIEL: What do I do?

BLURR (Very fast): Transform, transform. You can do it, I know you can do it, you can do it.

DANIEL: Transform.

SCAVENGER: Human germ.

DANIEL: Transform. (His Exo-Suit transforms into car mode and he escapes.) Yeah, ha ha!

ULTRA MAGNUS: Make a break for cover. I'll try and unleash the power of the Matrix.

ALL AUTOBOTS: Till all are one!

ULTRA MAGNUS: Till all are one. (attempts to open Matrix.) Open, damn it, open. --- Prime, you said the matrix will light our darkest hour.

GALVATRON: Magnus, I want the Matrix.

ULTRA MAGNUS: Never!

GALVATRON: Sweeps, terminate him.

(The Sweeps shoot Ultra Magnus.)

ULTRA MAGNUS: Uh, uhhhhhh...

GALVATRON: Die. Die!

(Ultra Magnus lows apart and the Matrix lands in Galvatron's hand.)

GALVATRON: Unicron, my master, with this I shall make you my slave.

(Cut to Unicron.)

UNICRON: Nooooo!

QUINTESSON LEADER: Before his Imperial Majester delivers a verdict, would you like to beg for your lives? It sometimes helps, but not often.

KUP: I can't transform.

HOT ROD: Keep trying.

QUINTESSON JUDGE: Silence, or you will be held in contempt of this court.

HOT ROD: I have nothing but contempt of this court.

QUINTESSON LEADER: Guilty or innocent?

QUINTESSON JUDGE: Innocent.

(Kup and Hot Rod are dropped into the Sharkticon pit.)

HOT ROD: They've got more Sharkticons than we've got photon charges.

KUP: Then let's hold a demolition derby.

(Hot Rod and Kup in vehicle modes ride around the pool's rim, creating a whirlpool. The Sharkticons head for land to control their mobility. The Autobots ride around the surface, running through the packs of Sharkticons.)

HOT ROD: Ha ha ha, didn't even bend a fender, ha ha.

KUP: Yeah, but look. There's a lot more of those can-diggin' grill-crackin' things.

(They fend off the imposing Sharkticons.)

HOT ROD: We can't hold out forever, Kup, but we can give them one humongous repair bill!

QUINTESSON LEADER: Execute them...

(The Dinobots smash through the door, which lands on the Quintesson.)

SLAG: Excuse me.

GRIMLOCK: Me Grimlock want to munch metal.

HOT ROD: Ha, ha. I never thought I'd be glad to see those big bozos.

GRIMLOCK: Me Grimlock no bozo, me king.

QUINTESSON JUDGE: Sharkticons, execute them.

GRIMLOCK (Stomping foot): Me Grimlock say execute them.

(The Quintessons chase the Quintessons.)

KUP: I think the problems on this planet will be solved very shortly.

HOT ROD: Yeah, but what about our problems? We need a ship.

WHEELIE: You get ship if I get trip.

HOT ROD: Who are you?

GRIMLOCK: Him Wheelie. Him friend.

HOT ROD: He'll be mine too if he can find a ship.

WHEELIE: Ship: Stare over there.

KUP: That's a ship?

HOT ROD: Who cares, as long as it flies.

ARCEE: Ultra Magnus.

BLURR (Very fast): Without the Matrix there is no hope, no hope, no hope, no hope at all.

ARCEE: First Prime, now Ultra Magnus. What do you do?

DANIEL: Look!

(The Junkions defend their territory against the Autobots.)

WRECK-GAR: Don't look behind door number two, Monty. It's time to play End of the Line, My Valentine. Geroni-geron-ron-ronimo!

(The Autobots battle the Junkions, who easily any limbs lost in battle.)

SPRINGER: It's not hard to knock 'em down, it's getting them to stay down that's the trick.

DANIEL: They're indestructible, and they're everywhere!

WRECK-GAR: You check in, but you don;t check out.

(Springer fights Wreck-Gar, each with respective blade. Daniel knocks out Wreck-Gar from behind with a beam. Another ship lands on Junkion.)

WRECK-GAR (Recovering): Steady as she goes, Bob. Snoopy visitors get mud in the eye, by and by. Film at eleven.

ARCEE: It's Hot Rod.

DANIEL: And Kup and the Dinobots.

HOT ROD: Guns aren't exactly friendly.

KUP: Neither are they, in case you haven't noticed.

HOT ROD (To Kup): What was that universal greeting again? Never mind; I remember. (To Wreck-Gar) Bah weep granah weep nini bong.

WRECK-GAR: Bah weep granah weep nini bong.

HOT ROD: Bah weep granah weep nini bong.

JUNKIONS: Bah weep granah weep nini bong.

(The Autobots and Junkions begin to dance. One Junkion kisses Grimlock.)

GRIMLOCK: Ugh! Me Grimlock not kisser. Me Grimlock king.

WRECK-GAR: Have a nice day and... ??? ... so say the Junkions.

HOT ROD: Where'd you learn to talk like that?

WRECK-GAR: TV. We talk TV. You talk some TV?

KUP: I talk some TV< and now the news, don't touch that dial.

JUNKIONS: Bah weep granah weep nini bong.

WRECK-GAR: By George, Kimosaves, your smashed-up friend soon like brand new with 90-day warranty.

(The Junkions repair Ultra Magnus.)

WRECK-GAR: Happy motoring. Cock-a-doodle-doo!

AUTOBOTS: Look, he's alive. I don't believe it.

ULTRA MAGNUS: You're all alive.

HOT ROD: The Matrix...

ULTRA MAGNUS: It's gone.

KUP: And with it, all hope.

HOT ROD: No!

ARCEE: Galvatron has it.

HOT ROD: Where's Galvatron? Where is he?

WRECK-GAR: And the answer is: Unicron.

HOT ROD: Then we've got to destroy Unicron.

WRECK-GAR: Yes, friends, act now; destroy Unicron. Kill the Grand Poobah. Eliminate even the toughest stains. Hurry, hurry, hurry, sale must end. Rush right on down and test-drive latest model with no obligation.

(Wreck-Gar presses some buttons on a control panel and a spaceship rises from the planet's surface.)

WRECK-GAR: New improved Junkion planet is sleek, sexy import with turbo handling.

JUNKIONS: Yeah! Destroy Unicron! Kill the Grand Poobah! Eliminate even the toughest stains! Yeah! Destroy Unicron! Kill the Grand Poobah! Eliminate even the toughest stains! Yeah! Destroy Unicron! Kill the Grand Poobah! Eliminate even the toughest stains!

(Everyone boards their respective ships and leave for Unicron.)

GALVATRON: Unicron! Unicron! Answer me! See this: the Matrix. I now possess that which you most fear!

UNICRON: Noooooo!

GALVATRON: You'll do my bidding, or taste my wrath! (Fails to open Matrix.)

UNICRON: You underestimate me, Galvatron. (Transforms to robot.) For a time, I considered sparing your wretched little planet, Cybertron. But now you shall witness its dismemberment.

GALVATRON: Noooooo!

(Unicron attacks Cybertron.)

SHOCKWAVE: Decepticons, we're under attack. Scramble!

(The ships containing the Junkions and Autobots from Earth enter the scene.)

ULTRA MAGNUS: I don't believe it.

HOT ROD: Doesn't this remind you of anything, Kup?

KUP: Nope. Never seen anything like it before.

DANIEL: What happened to Moon Base Two? Where's my dad?

HOT ROD: That's what we're going to find out.

(Unicron breathes fire upon the Junkion ship.)

WRECK-GAR: ... and enamel. Resists fire, rain and corrosion for up to five years. Satisfaction guaranteed.

JUNKIONS: Or your money back!

(Unicron breathes fire on the Autobot ship, which careens out of control through Unicron's eye. Hot Rod becomes lost from the others.)

DANIEL: Where's Hot Rod?

SPRINGER: I don't know, but I hope they didn't get him. (Points to advancing robotic tentacles.)

ARCEE: Quick, this way.

(Cut to Hot Rod.)

HOT ROD: The Matrix!

GALVATRON: It will do you no good, Autobot. It can not be opened.

HOT ROD: Not by a Decepticon.

GALVATRON: Like it or not, we are allies now against a common foe. (A sharp pain strikes.) Aaaaaaah!

UNICRON: Destroy him Galvatron, now, or you yourself shall be obliterated.

GALVATRON: Of course, my master.

(Hot Rod hides.)

GALVATRON: Puny Autobot. You lack even Prime's courage.

(Cut to Dinobots.)

GRIMLOCK: Me Grimlock kick butt. (The Dinobot's attack is futile.) Me Grimlock need new strategy.

(Cut to Autobots and Daniel running. Daniel falls, and is grabbed by a tentacle.)

DANIEL: Help! Help!

ARCEE: Daniel.

(Arcee shoots at the tentacle. A poorly aimed shot hits a wall. Water gushes from the side of the wall, flooding the passage.)

DANIEL: Arcee! Kup!

(Daniel is separated from the Autobots.)

(Cut to acid pool which is melting captured Transformers.)

TRANSFORMERS IN POOL: Aaaaaaaaah!

DANIEL: Dad!

SPIKE (Hanging above pool): Daniel!

DANIEL: Dad, what can I do?

SPIKE: Knock down the acid cover.

DANIEL: How?

SPIKE: Blast it, son!

DANIEL: But I don't have a gun.

SPIKE: Use your Exo-Suit. Hurry!

(Daniel fires at the cover, knocking it closed, just as Spike and the other Autobots are dropped.)

SPIKE: Daniel! You did it!

DANIEL: Yeah. I did it!

(Cut to Galvatron.)

GALVATRON: Come out, Autobot. We all must die sometime.

HOT ROD: Not today, Galvatron (Strikes Galvatron.)

(Galvatron captures Hot Rod and starts to squeeze his neck.)

GALVATRON: I will crush you with my bare hands. Die, Autobot. --- First Prime, then Ultra Magnus, and now you. It's a pity you Autobots die so easily, or I might have a sense of satisfaction. Now...

(Hot Rod instinctively grabs the Matrix which gives him the power to stand up.)

OPTIMUS PRIME (Voice): Arise, Rodimus Prime.

RODIMUS PRIME: Optimus?

GALVATRON: No!

RODIMUS PRIME: This is the end of the road Galvatron.

(Rodimus Prime lifts Galvatron and throws him into space.)

(Cut to Rodimus Prime opening Matrix.)

RODIMUS PRIME: Now, light our darkest hour.

(Cuts to interior and exterior views of Unicron, unable to stop the chain reaction of explosions caused by the Matrix's power.)

(Cut to re-uniting Autobots inside Unicron.)

SPRINGER: Spike, Daniel.

SPIKE: What's going on?

SPRINGER: No time to answer that now. Let's get out of here.

DANIEL: Look! (Points to Rodimus Prime.)

RODIMUS PRIME: Autobots, transform and roll out.

KUP: I knew you had potential, lad.

(Autobots escape from Unicron.)

UNICRON: Destiny... you cannot destroy my... Destinyyyyyyyy... (Explodes.)

RODIMUS PRIME: Let this mark the end of the Cybertronian Wars as we march forward to a new age of peace and happiness. Till all are one.

ALL AUTOBOTS: Till all are one. --- Till all are one. --- Till all are one.

(Cut to full view of Cybertron. Unicron's head orbits the planet.)

CAST (In Alphabetical order)

Kranix Norm Aldene

Astrotrain Jack Angel

Prowl Michael Bell

Scrapper

Swoop

Junkion

Grimlock Greg Berger

Arcee Susan Blu

Devastator Arthur Burghardt

Spike Corey Burton

Brawn

Shockwave

Cyclonus Roger C. Carmel

Quintesson Leader

Narrator Victor Caroli

Quintesson Judge Rege Cardic

Optimus Prime Peter Cullen

Ironhide

Jazz Scatman Crothers

Dirge Bud Davis

Inferno Walker Edmiston

Perceptor Paul Eiding

Blitzwing Ed Gilbert

Bumblebee Dan Gilvezan

Wreck Gar Eric Idle

Blaster Buster Jones

Scourge Stan Jones

Cliffjumper Casey Kasem

Starscream Chris Latta

Daniel David Mendenhall

Scavenger Dan Messick

Blurr John Moschitta

Hot Rod Judd Nelson

Rodimus Prime

Galvatron Leonard Nimoy

Shrapnel Hal Rayle

Kickback Clive Revil

Bonecrusher Neil Ross

Hook

Springer

Slag

Ultra Magnus Robert Stack

Kup Lionel Stander

Unicron Orson Welles

Soundwave Frank Welker

Megatron

Rumble

Frenzy

Wheelie

Junkion