ALPHA CENTAURI star system. As we hurtle through the depths of space, a revamped version of the classic TV theme plays.

Then, a robotic-voiced NARRATOR explains the story so far.

"Many eons ago, CYBERTRON came into being. It was a world created entirely out of metal, its origins lost in the distant past. Instead of carbon based life forms, the dominant species that evolved were mechanical beings. Two societies formed on the planet: the peaceful AUTOBOTS, and the treacherous DECEPTICONS. Despite their differences, the two sides lived in relative harmony for generations. However, the Decepticons were only biding their time and massing their forces.
Under the leadership of the malevolent MEGATRON, they made a surprise attack against the Autobots, decimating their opposition. The Autobots were not skilled in combat, and were soon on the verge of being wiped out. Then, in their darkest hour, a great leader arose - OPTIMUS PRIME. He rallied the remaining Autobots around him with his strength and charisma.
And so the war raged on. The Decepticons planned to utilise the planet's resources to launch an invasion of the galaxy, while the Autobots simply wanted the conflict to end. But neither side could gain the advantage. Now, as their entire world threatens to tear itself apart, an important decision is about to be reached."

We approach a lone, metallic world and descend through the smoky atmosphere.

The smoke clears, revealing the most awesome battle in history. Think Saving Private Ryan with robots instead of human soldiers, lasers instead of bullets, and oil instead of blood.

Subtitle: "THE PLANET CYBERTRON. 65,000,000 YEARS AGO."

The Autobots and Decepticons (who are differentiated by their symbols) are fighting amidst the ruins of a once great city. The low gravity on the planet allows them to perform many acrobatic feats.

The Autobots put up a brave fight, but they are vastly outnumbered. Only the leadership of Optimus Prime prevents more casualties. He is forced to give the order for his troops to retreat. Prime�s cold, metallic face somehow manages to convey horror at the carnage.

Dissolve to the underground Autobot base. Optimus has called a meeting of his most trusted followers. He tells them that their endless war with the Decepticons is destroying the planet around them. He reveals that he has sent five Autobots, led by GRIMLOCK, on a secret mission to scout out a new world they can inhabit. Grimlock reported that his team had discovered an uninhabited world in a nearby solar system, but that was the last transmission received. Some of the Autobots think Grimlock and the others have gone AWOL, but Optimus is worried something else has happened to them.

Autobot engineers have been secretly building a ship, dubbed "THE EXPLORER", and Optimus hopes he can take some volunteers with him to recover Grimlock�s team and discover if the mystery planet suits their needs. Someone asks what the Council of Elders thinks of this decision.

OPTIMUS: The Council does not know.

A heated debate breaks out among the Autobots, with some wanting to stay and fight, while others agree with their leader that the war has become futile. MIRAGE goes so far as to call Optimus a coward for leaving his troops. PROWL steps to his commander�s defence.

PROWL: How dare you! Optimus has fought longer and harder than any other Autobot. We would have been defeated long ago, if not for his courage.

Optimus manages to calm the tension in the room, and asks all those who wish to accompany him on his mission to raise their hands. In total, fourteen Autobots agree to join him, including Mirage, who apologises for his outburst.

In the shadows above them, sinister eyes glow. The master spy RAVAGE slips out of their base, unseen by the Autobots.

�

FORTRESS DECEPTICON. Ravage returns to report to Megatron. When the leader hears the news, he decides they will build their own craft to pursue the Autobots. STARSCREAM suggests it would be better to attack the Autobots in their base now, before they leave. Megatron vehemently disagrees.

MEGATRON: We will follow Prime and his ship of fools into space. Then, when they least expect it, we will blast them into atoms. With their "great leader" dead, the remaining Autobots will be demoralised and easily defeated.

Megatron�s word is final.

Some time later, the Explorer is completed. The Autobots bid farewell to their home. HUFFER, in particular, is reluctant to leave.

HUFFER: Will we ever see Cybertron again?

OPTIMUS: In the name of Primus, I promise you we will return. And when we do, we will finally bring peace between ourselves and the Decepticons.

The ship takes off from an underground ramp and leaves Cybertron.

At the same time, a section of Fortress Decepticon transforms into a shuttle and also launches into space. Megatron is accompanied by nine carefully selected troops � the rest are on various missions around the planet, and cannot be recalled.

The Explorer travels through hyperspace to the destination solar system. The Decepticons lock on to the Explorer�s signal and follow.

When they emerge in real space, the Decepticons discover their ship�s weapons systems have not been charged. A suspicious Megatron tells SHOCKWAVE to remain onboard, for security reasons. The other Decepticons exit the craft for an EVA attack.

The Decepticons blast a hole in the Explorer. They crawl inside like insects. The Autobots are totally unprepared and many of them are cut down immediately. Optimus confers with Prowl.

PROWL: I predict a 99% probability of defeat within the next-

OPTIMUS: No need, old friend. I know there is only one course of action left to us.

They decide to set the ship on a suicide course into the nearby world.

Megatron aims his cannon at Optimus, ready to fire. Then the Explorer suddenly dives down towards the planet, knocking everyone to the floor.

MEGATRON: You fool! What have you done?

OPTIMUS: This war must end, Megatron. For both of us.

MEGATRON: NOOOOOO!

Outside, the Explorer enters the blue-green world�s atmosphere. It drifts over a prehistoric jungle, wiping out all the vegetation. The ship finally slams into the base of a mountain, causing a massive EXPLOSION. A dust cloud blocks out the sun.

When the dust clears, the view is similar, but an eternity has passed.

Subtitle: "THE PLANET EARTH. PRESENT DAY."

The location is Mount St. Helens, Oregon. The volcano has remained dormant for many years . . . until now.

The volcano ERUPTS, sending tremors for miles.

Beneath the volcano, the ground crumbles away, revealing a glint of metal.

Machinery hums into life. A laser cuts away more of the rock.

The remains of the Explorer are revealed. The ship has many holes and signs of blast damage, but the alien metal has not rusted at all in millions of years.

Suddenly, a small SCOUT SHIP shoots out of the Explorer. It flies over the surrounding forest.

A variety of wildlife is visible, but the scout�s sensors read "NO LIFE FORMS DETECTED"

The scout reaches an interstate highway. The numerous vehicles almost overload its sensors. It scans the shapes of various cars and trucks, as well as airplanes flying overhead.

The scout travels on towards a city. It scans more "life forms" including various communication devices. The scout also monitors radio waves and television transmissions, to gain an understanding of the Earth language.
Its mission complete, the scout returns to the Explorer to download the information.

The scattered Autobots and Decepticons still lie where they fell. The Explorer�s computer commences "revival procedures". Mechanical arms come out to repair and rebuild all the Cybertronians. Their memory banks are also programmed so they can speak in English. After this short montage sequence, the Decepticons are the first to awake.

Megatron understands they are on a strange world, and gives the order for his troops to flee the Explorer. Starscream thinks they should destroy the Autobots while they are helpless, but Megatron overrules him again. He wants to find out more about their environment, and their new abilities, before they attack.

The Autobots revive in time to see the Decepticons transform into plane modes and escape.

Optimus immediately takes charge of the situation. He realises that the damaged circuits of the Explorer caused it to repair friend and foe alike, while also giving them the ability to transform into Earthly forms.

After a quick roll call (to confirm they are all operative), the Autobots study the information the Explorer has compiled. They discover that many millennia have passed since the crash (or "vorns" as they measure time) and mechanical life similar to their own has seemingly evolved on Earth. Optimus vows that they will protect the unaware Earthlings from the Decepticon menace in their midst.
He also orders a message sent back to Cybertron as soon as their communications are repaired, even though they don�t know if their home still exists. Huffer points out that someone would have found them by now if all was well on Cybertron, but Prime reminds him that their mission was kept secret.

Meanwhile, it�s Friday in a high school in Portland, and carbon-based life carries on as normal.

BUSTER WITWICKEY, a good-looking yet nerdy teenager, arrives at his locker. He sees JESSIE BELLER stop at the locker next to him. She is a 17-year-old redhead, the most beautiful girl in school, who also happens to be bright and funny.

She says hi to Buster as she passes by, but he is too tongue-tied to reply.

His tubby friend, OTTO, appears and mocks Buster for even imagining he could date a girl like Jessie.

OTTO: You ain�t Peter Parker, so just forget about it.

Cut to Buster in the lunchroom. He sits alone, reading a copy of "I, Robot" by Isaac Asimov. Occasionally he glances at Jessie, who is eating lunch with her jock boyfriend, STEVE.

Steve spots Buster looking at them, and heads over. Buster is worried, but Steve acts real friendly like. He explains to Buster that he and Jessie want to go to the drive-in tonight, but his car has been trashed. He knows Buster�s dad is a mechanic, and he asks if they can borrow one of his cars.

Buster says yes, but only if he can come along too. Steve is reluctant, but agrees to let Buster join them, thinking he means a double date.

Back at the Explorer, Optimus sends five Autobots, led by Prowl, to observe the Earthlings.

PROWL: Autobots, roll out!

Their car forms look shiny and brand new. Driving away from the mountain, they almost run over a HITCHHIKER, unaware that the human is even alive. The Autobots head towards the nearest population center.

Overhead, LASERBEAK spies on the Autobots. He communicates with Megatron, who sends his own team to intercept the Autobots before they can make contact with the Earthlings.

The Autobots arrive at a drive-in cinema after dark, and mistake the parked cars for robots engaged in some sort of meditation ritual. They enter the drive-in, confusing the staff who see no drivers in the Autobot cars.

Before Prowl can plan their first move, an excited BUMBLEBEE drives off.

BUMBLEBEE: I wanna be the first one to greet an Earthling!

Meanwhile, Buster is in his borrowed car, with Jessie and Steve sitting in the back. He tries to watch the movie, but the couple keeps distracting him with their kissing and cuddling. Upset, Buster leaves the car to get some popcorn.

Shortly after, Bumblebee bumps into the same car in greeting. Steve and Jessie get out. An angry Steve tries to confront the driver, until he finds out there isn�t one.

That�s when the Decepticons attack. THUNDERCRACKER flies right through the movie screen and over the cars with a deafening sonic boom.

Buster comes back and sees the plane FIRE A MISSILE. He shouts a warning to Jessie and Steve.

They dive out of the way just in time. The missile DESTROYS Buster�s car and injures Bumblebee, who cries out in pain.

Buster rejoins his friends, who are unharmed. They watch, stunned, as the other Decepticon jets streak overhead. They take cover as chaos erupts around them.

Buster and Jessie think they should stay and see if they can help other people, but Steve disagrees.

STEVE: Screw you guys, I�m getting the hell out of here!

He runs away like a little girl.

Meanwhile, the Autobots are confused as to why the Earth beings do not act to defend themselves. As the Decepticons turn their attack on them, Prowl is forced to give the order for his fellow Autobots to transform.

PROWL: Assume defensive configurations.

BRAWN eagerly changes into robot mode.

BRAWN: Now yer talking my lingo!

They start laying into the Decepticons.

While the others fight, HOUND uses his sensors to try and find Bumblebee. However, the battle throws his detection off.

CLIFFJUMPER fires his glass-gas gun at SKYWARP, which causes his wings to become brittle and crack.

Laserbeak flies at Brawn, who punches him out.

BRAWN: Chew on this!

Meanwhile, Buster hears more moans of pain coming from Bumblebee�s car form. He convinces Jessie to get in the car with him. The inside of the car is smooth and hi-tec. Without Buster even having to start it up, the vehicle drives slowly away from the battle. They drive THROUGH THE LEGS of a passing Transformer and leave the scene.

The Autobots fight the Decepticons to a standstill. Prowl finally notices the small, pink beings fleeing the scene, and realises THEY are the Earthlings, not the cars.

The Decepticons also notice the humans.

FRENZY: What are those pink things fleeing the Earth robots?

SOUNDWAVE: Perhaps they are some sort of virus. We must not let them infect us.

Soundwave tries to crush a human beneath his foot, but Prowl stops him.

With this new information, Prowl gives the order to return to the Explorer rather than endanger the humans further. They transform back to vehicle mode and leave the battle, hoping to continue searching for Bumblebee later on.

Later that night, Buster drops Jessie off at her home, brushing off her questions about the strange noises the vehicle is making. For once, he is more interested in a car than a girl.

He says goodbye and drives off.

He arrives back home and takes the VW bug into his father�s garage.

"SPARKPLUG" WITWICKEY awakes in the early hours of the morning. He is a middle-aged mechanic and Vietnam veteran, with a world-weary sense of humor. He hears Buster working on the car and surprises him. He asks Buster why he�s back so late.

BUSTER: Listen, dad. I was at the drive-in when these planes arrived and started shooting at everything. It was like World War III, or something. Then these cars changed into robots and started fighting the planes. Anyway, I heard this car cry out in pain so I got inside and drove it away. Well, it drove itself away. The controls are all weird � all I had to do was steer.

SPARKPLUG: I see. And I don�t suppose you know what happened to the car I lent you?

BUSTER: Oh, it got blown up. Sorry.

SPARKPLUG: I don�t know what topping they�re putting on the popcorn over there, but I hope it�s not addictive.

Buster tries to explain that the VW isn�t a regular car. He points to the leaking oil, and says he thinks it is blood.

SPARKPLUG: Really? It looks like a regular car to me. Just what in the hell would you call it?

BUMBLEBEE: Help me, please . . . I�m dying . . .

Father and son look at each other in disbelief.

BUSTER: Um . . . alive?

Sparkplug suspects his son is playing a prank on him and has a tape, or even one of his friends, hidden in the car. However, at Buster�s urging, Sparky agrees to do what he can to repair the car and patch up the leak. After a long and confusing effort, his work is done.

BUSTER: Is it healed?

SPARKPLUG: Damn it, son. I�m a mechanic, not a doctor! All I did was-

At that point Bumblebee transforms into robot mode and thanks the two astonished humans for their life-saving work. Bumblebee briefly explains how the Autobots and Decepticons came to be on Earth. Sparkplug acts remarkably calm, while Buster is full of questions.

BUSTER: Do you have a name?

BUMBLEBEE: On my home planet I am known as-

Bumblebee emits an incomprehensible screech of binary data that makes Buster and his dad clap their hands over their ears in pain.

BUMBLEBEE: But my codename on Earth is Bumblebee.

BUSTER: Yeah, let�s use that name. I�m Buster. This is my dad.

The three talk more. Bumblebee learns about Earth�s fuel, and asks Sparkplug if he can convert that fuel for the Autobot�s use.

SPARKPLUG: Sure, I�ll try. (chuckles) Can�t believe I�m having this conversation.

Meanwhile, as dawn breaks, the Decepticons are gathering information on a nuclear power plant. Ravage records on tape, and Soundwave plays the data back. They decide to attack the plant and steal its resources. Starscream once again displays insubordination by suggesting they should learn more about the human�s energy sources before they strike.

The Decepticons attack and easily subdue the human workers and security. Frenzy cuts off their communications, while RUMBLE uses his ground-shaking power to disassemble the machinery.

STARSCREAM: These humans put higher design standards on their machines than they do on themselves. What a backward planet.

The Decepticons fly off with the supplies as quickly as they arrived.

Back at Sparkplug�s garage, Bumblebee is too low on fuel to return to the Explorer. She sends a message on Autobot frequency back to base. Buster sees a TV report about the attack on the power plant, and warns Bumblebee that the Decepticons now have access to Earth�s most powerful, and deadly, energy source.

Optimus receives the transmission and takes most of the Autobots with him to Bumblebee�s location, leaving only RATCHET and WHEELJACK to guard the Explorer and continue repairs.

Soundwave intercepts the message and unscrambles it. Megatron decides to lead his own team to kidnap the human before he can convert fuel for the Autobots. A few of the Decepticons remain behind to start construction of their new base on the mountainside.

While Buster waits, Otto turns up unexpectedly to visit him. Buster tries to get rid of his friend, but he senses something exciting is going on and insists on hanging around.

The Autobots arrive at Sparkplug�s garage in vehicle form. Optimus transforms in front of the Witwickeys and their neighbours. They are amazed at how he dwarfs even the other Autobots. Bumblebee introduces the humans to her fellow Autobots. But then the roar of engines signals another surprise attack by the Decepticons.

BUSTER: Not again!

Optimus orders Bumblebee to protect the humans while the other Autobots defend themselves. Full-out battle ensues, turning the scrap in Sparkplug�s yard into . . . scrap.

SIDESWIPE really gets into the battle by using his jetpack to fly up and fight the Decepticon jets head on. SUNSTREAKER is amused and baffled by his brother�s showy act.

JAZZ blasts Decepticons while playing loud music from his speakers.

Ravage fires his missiles at Mirage, but they pass straight through his holo-form. Brawn obligingly knocks the "kitty-cat" aside

Buster and co. notice the battle is going well for the Autobots.

BUSTER: The Autobots are kicking butt!

OTTO: Yes! Who the heck are Auto bots?

BUMBLEBEE: I�m inclined to agree that the battle is going well, and I don�t usually jump-

Megatron suddenly sneaks up behind Bumblebee. He KNOCKS the Autobot out with one BLOW to the head.

MEGATRON: Overconfident fools! They trusted the humans to their weakest member!

OTTO: Who�s this guy? The narrator?

MEGATRON: Which of you fleshlings is known as Sparkplug Witwickey?

No one speaks. Megatron�s eyes zoom in on the nametag on Sparkplug�s uniform.

Megatron picks him up, and Buster screams for help.

Optimus rapidly arrives on the scene.

OPTIMUS: Release the human at once, Megatron, or suffer the consequences.

MEGATRON: In a word, Prime . . . no!

He blasts his fusion cannon at Optimus, who barely avoids being hit. The recoil makes Megatron drop Sparkplug. Optimus confronts Megatron.

OPTIMUS: How dare you endanger this planet and its innocent inhabitants!

MEGATRON: You self-righteous fool! Your processor is just as faulty as it was millions of vorns ago. Maybe this will help stop your senseless prattling.

Megatron throws some scrap metal at Optimus to get him to shut up.

OPTIMUS: Why do I insist on trying to reason with you, when the only language you understand is violence?

Optimus retaliates by throwing an empty car shell at Megatron�s face.

Megatron takes it further by RIPPING a nearby house off its foundations. The people inside tumble out. Megatron THROWS the building at Optimus.

The POLICE show up. They take a few pot shots at the Transformers, but soon realise it is futile.

While the leaders are distracted, Starscream is able to grab Sparkplug. He puts him into his cockpit, transforms into plane mode and flees the scene. Megatron realises their presence is no longer required, and gives the order to return to base.

Buster is desperate for them to save his dad, but the Autobots are too weak to pursue. The weakest Autobots are loaded into Prime�s trailer, and they return to the Explorer with Buster. Otto stays behind in a state of shock.

OTTO: Dude, we have to hang out more.

Meanwhile, Starscream flies over the mountains. Sparkplug bangs on the glass of the cockpit.

SPARKPLUG: Let me out of here!

STARSCREAM: A foolish suggestion, fleshling. Even a cursory study of your pathetic anatomy shows you would not be able to survive such a fall.

They approach the new Decepticon base. The tower has already been half-constructed using the supplies taken from the power plant. Like modern men trying to survive back in cavemen days, the Decepticons have failed to understand the human�s "primitive" technology, and used it simply for a patchwork recreation of their old home.

The Decepticons land and transform into robot modes. Starscream hands Sparkplug to Megatron, gloating about the fact that he succeeded in capturing the human where others failed.

Megatron leans down to speak to Sparkplug, who tries to show no fear.

MEGATRON: Human, we are not of your world!

SPARKPLUG: Yeah, no shit.

MEGATRON: Silence! We require fuel to operate on this planet. Your primitive fossil fuels are indigestible to us. You will provide a conversion . . . or you will cease to exist. What is your answer?

Sparkplug thinks it over.

Meanwhile, the Autobots travel along the highway. Buster sits in Prime�s cab. They pass by a drive-thru fast food restaurant.

OPTIMUS: If you don�t mind me asking, Buster, what are those buildings with the golden arches that vehicles pass through? Are they repair bays of some sort?

BUSTER: No, they're places humans can obtain food.

OPTIMUS: So they are nutritional centers?

BUSTER: Umm . . . kinda.

They arrive back at the Explorer, and the Autobots use what fuel they have left to replenish their ranks. Ratchet tells Optimus he has discovered an interesting transmission in the Explorer�s data banks, but Optimus dismisses it, saying they have more important matters to attend to.

Buster tours the ship, awed despite his worries over his father. He asks more about the Transformers, and discovers they are virtually immortal, and do not reproduce sexually. The only way they can create new life is through a mystical energy source called the "CREATION MATRIX". It is rumored to be passed down from one Autobot leader to the next, but no one knows for sure if Optimus possesses it.

Back at Fortress Decepticon, Sparkplug is sweating like crazy under the Decepticons� demands. Finally, he agrees to convert Earth fuel for them.

MEGATRON: You chose wisely. Laserbeak, you may stop.

Pull back to shown a glowing outline is cut into the wall around Sparkplug. Laserbeak turns off his laser beam a few centimetres away from Sparkplug�s groin.

He asks the Decepticons for supplies, and they willingly agree. Rumble gives him a sample of his oil.

RUMBLE: Say when, scraplet.

While Sparky examines the alien fuel, the others Decepticons steal various equipment from local factories.

The Decepticons� rampaging ways do not go unnoticed. We see a montage sequence of media reports on the giant robots ("Who are they? What are they? Where do they come from?"). The military is soon camped outside Fortress Decepticon.

Over the weekend, Sparkplug works feverishly on the fuel conversion formula, while the Autobots plan their rescue attempt.

Buster wants to help rescue his father, but Optimus insists he remain at the Explorer for his own safety. They leave for the Decepticon base.

Buster is left alone with the few Autobots remaining. Bumblebee, who is still recovering from the concussion, apologises to Buster for letting his father get captured. Buster smiles and tells Bumblebee she can make it up to him by taking him for a ride.

Buster arrives at Jessie�s house and gets Bumblebee to hold him up in front of her bedroom window. He knocks on the glass and Jessie opens the window. She is both surprised and pleased to see him. Buster asks her if she wants to come with him on a special date. Jessie is hesitant, but eventually agrees.

He takes her back to the Explorer and Jessie can barely believe what she is seeing. Buster hopes to get her in a more romantic mood, but she doesn�t seem interested.

JESSIE: I like you, Buster. But Steve told me that if any other guy tried to put a move on me, he�d beat them to a bloody pulp. Probably just talk, you know, but I wouldn�t want that on my conscience.

BUSTER: (wryly) Well, at least he�s a romantic. Let�s just be friends, then.

Buster explains what happened with his father. Jessie kisses him on the cheek for good luck, before going home for the night.

Daybreak. Megatron sends out some Decepticons to stop the military bothering them. Human-flown planes dogfight with the Decep jets. One PILOT gets a lock on Skywarp, but the Transformer disappears and the missile destroys a friendly plane instead.

Skywarp reappears on top of the Pilot�s plane.

PILOT: This bogey�s right up my nose!

Skywarp changes to robot form and TEARS THE WINGS OFF the non-living plane. He rides the plummeting cockpit like a bomb.

The Autobots arrive at the Decepticon base and scope out the surroundings before making their move. A REPORTER sees Gears change into robot form.

REPORTER: There's more than meets the eye here.

A Decepticon throws a tank at them. Gear's hand blocks the tank at the last second, stopping the Reporter being flattened. The grateful Reporter meets the other Autobots and takes plenty of pictures.

OPTIMUS: Earthling, will you please instruct your military to fall back and allow us to deal with the situation?

REPORTER: Somehow I don't think they'll buy that. But I have another idea.

He helps the Autobots get through the military cordon, by stealing a uniform and driving Hound in his jeep form.

Meanwhile, Sparkplug manages to complete his fuel formula. The fuel is tested on Rumble first. He chugs it down and feels refreshed, with no apparent ill effects.

Hound projects a 3D map of the surrounding area. Optimus decides that a single Autobot would have the best chance of sneaking into the tower to rescue Sparkplug. Gears reluctantly volunteers in his usual bored tone of voice.

GEARS: I�m the only one with grappling hooks, so I suppose I�ll get picked for the deadly mission, yet again.

While Gears tries to gain access to the rear of the Fortress, Optimus and the others provide a distraction round the front.

The Decepticons spot the Autobots and attack. The military sees no difference between the two sides and fires at both.

Brawn manages to knock out Rumble with brute force, but Frenzy strikes Brawn down in anger and scrambles his circuitry.

Sideswipe is also deactivated by an attack from Thundercracker.

At the same time, Gears uses his wire rope to climb up the mountainside and sneak into the Fortress. He carefully avoids the Decepticon guards and finds Sparkplug being held prisoner. Gears is just about to escape with him, when Megatron discovers them.

MEGATRON: The human has served his purpose. Here, let me help you escape.

Megatron BLASTS A HOLE in the floor and Gears and Sparkplug both PLUMMET to the ground far below.

Gears fires a grappling hook from his hand. It attaches to the rock, but the force of their momentum starts to snap the wire. Gears has just enough time to place Sparkplug on a small ledge before the wire BREAKS completely.

GEARS: Mission accomplished, friend.

Sparkplug can only watch helplessly as Gears falls to his "death" far below.

The Autobots eventually retrieve Sparkplug and leave the battle, but they have suffered heavy casualties. Sparkplug is shocked by the cold reactions of the other Autobots as they pick up the pieces, not understanding that their way of life is very different.

When they return to the Explorer, Buster is happily reunited with his father.

Ratchet works on his fallen companions, and is able to revive Gears� severed head into a semi-conscious state. He speaks one sentence.

GEARS: Meg-Megatron got what he wanted from the human.

The Autobots are shocked by this news. A tense argument soon breaks out, with some of the Autobots calling Sparkplug a traitor. Mirage, in particular, begins to wonder aloud if he is on the wrong side.

Optimus and Prowl stand up for the humans, explaining they are innocents in this war.

While the Autobots argue, Sparkplug attempts to escape with Buster. Jazz sees them heading for the exit.

JAZZ: Guys, you scared the little dudes off. I�ll get �em back.

He blocks their path with his flame-thrower. The fire isn�t close enough to burn, but the intense heat causes Sparkplug to collapse from a mild HEART ATTACK.

The Autobots are shocked, having forgotten that humans were so fragile compared to themselves.

Ratchet quickly transforms to ambulance form and rushes Buster and his father to the nearest hospital.

Back at Fortress Decepticon, the main gate opens in front of the military encampment. A fully refuelled Megatron stamps out, the ground shaking beneath him.

MEGATRON: Go ahead, fleshlings, do your worst.

The GENERAL gives the order to fire. The soldiers hit Megatron with EVERY WEAPON they�ve got for a FULL MINUTE. Soon, the Decepticon leader is obscured by smoke. The soldiers wait anxiously for the smoke to clear.

When it does, Megatron stands there WITHOUT A SCRATCH on him. He laughs and walks back inside.

GENERAL: I give up. Get me the President.

Inside the Fortress, Starscream once again challenges Megatron�s command.

STARSCREAM: It was unfortunate that Megatron allowed the human to escape. Even now, he could be providing the cursed Autobots with fuel. Perhaps another�s leadership is called for at this time . . .

MEGATRON: I�m afraid I�ve heard . . . enough!

Megatron blasts Starscream with his fusion cannon, sending him flying into a crumpled heap in the corner.

MEGATRON: Add Starscream to the damage report.

Despite Starscream�s treasonous tone, Megatron agrees to send Ravage to spy on the Autobots and make sure they are truly defenceless.

Back at the Explorer, Optimus tries to think of a way to defend themselves against the imminent Decepticon attack. He is shown a transmission that the Explorer intercepted 65 million years ago, shortly after it crashed on Earth but before it shutdown completely.

The message was sent by Grimlock. He explains how he and his team blended in on Earth by altering their bodies to be able to transform into metallic version of Earth�s dominant life form at the time � the dinosaurs. The "Dinobots" were happy exploring the Earth, and forgot to send any further transmissions back home.

That was until they detected another Transformer approaching. Shockwave, evidently tired of waiting on the Decepticon ship, arrived on Earth searching for his companions. Grimlock�s transmission ends with Shockwave discovering them and the Dinobots preparing to fight him.

Optimus realises that the crash of the Explorer on Earth may have altered the ecology and started a chain reaction that led to the extinction of the dinosaurs. It is another burden of guilt upon him.

The news doesn�t help them much in their present situation, but a PROBE DROID is sent to the Dinobots�s last known location anyway, to discover what became of them and Shockwave.

Optimus turns his attention back towards how to solve their fuel problem without Sparkplug.

Ravage once again lurks in the shadows, recording the conversation. He reports back to Megatron that the time is right to attack. Megatron orders Soundwave to go to the hospital to eliminate Sparkplug � just in case.

SOUNDWAVE: As you command, Megatron.

As they are leaving, Rumble�s leg briefly locks in place, but he thinks nothing of it.

At the hospital, Buster is anxiously awaiting further news on his father. He is said to be in a stable condition.

Ratchet is still parked outside, and two paramedics jump inside him. Ratchet is forced to play along as they drive him off to an emergency call.

Buster is left alone until Jessie turns up. She is visiting her sick grandmother there by chance. Buster tells her the news about his father. She stays with him to comfort him.

She jokes about them going to the drive-in again once everything�s okay. Buster asks if Steve will be going with her. Jessie says she is finally finished with him, after she realised what a coward he was.

Upstairs, a weak-looking Sparkplug tosses and turns in his bed. He flashes back briefly to his tour of duty in Vietnam, when he was in a POW camp forced to work as a mechanic.

Back at the Explorer, the Autobots transfer what fuel they have left from their weaker members and into Optimus, Huffer, BLUESTREAK, Mirage and Sunstreaker. The five energised Autobots are ready to take on the Decepticon menace.

Seconds later, the roof of the cave containing the Explorer is blown in. Megatron calls the Autobots out. Optimus tells his troops to sit tight and let the Deceps make the next move, rather than be easily picked off on the outside.

Meanwhile, at the hospital, an ORDERLY finds a large boom box resting on the ground outside. He checks no one is watching and lifts up the extremely heavy deck. He drags it in his locker and goes to work.

As soon as he is gone, the locker starts to shake. It BURSTS OPEN as Soundwave transforms into robot form. He crashes through the wall in search of Sparkplug.

Buster hears the commotion and rushes to protect his father, accompanied by Jessie. Soundwave heads towards them relentlessly.

Back at the Explorer, the first Decepticons enter the cave. Laserbeak flies in and Optimus takes him out with one shot. The Autobots are still outnumbered, but they are prepared to put up a brave fight.

The battle soon continues outside. Megatron leads the attack on the Autobots.

MEGATRON: DESTROY THEM ALL!

Ravage and Mirage tangle, and the Decepticon is about to rip his throat out when Mirage shoves his blaster down Ravage�s mouth and pulls the trigger.

Bluestreak tries to talk his way out of being blasted by Megatron. Optimus saves him from being incinerated, but loses his arm in the process.

Sunstreaker takes out Thundercracker, in revenge for Sideswipe�s injuries. Huffer is shot in the back and goes down.

The Autobots are weakening, but the Decepticons seem stronger than ever.

Megatron surprises Optimus and knocks him to the ground. He raises his cannon for the killing blow.

Suddenly the Decepticons all cry out in pain. One by one, their bodies FREEZE UP and they fall over.

MEGATRON: No, I won! I won�t be cheated! I-

Megatron topples over, joining his soldiers.

The Autobots stand up, barely believing they have survived.

Back at the hospital, Soundwave reaches through the window to grab the humans. Then he freezes as well, seconds away from crushing Buster in his hand.

Sparkplug is well enough to reveal he gave the Decepticons a corrosive fuel that gradually ate through their bodies.

Ratchet returns and Buster excitedly explains to him how Sparkplug saved the day. Jessie KISSES Buster on the mouth, in celebration.

RATCHET: Is that some sort of fuel transferral process, Buster?

BUSTER: Um, it�s kind of hard to explain.

Later, the Autobots collect the deactivated Decepticons and safely contain them in the Explorer.

Buster becomes a minor celebrity, but he just wants to go back to his normal life.

Steve approaches him at school, and Buster thinks he is looking for a fight. However, Steve just congratulates him for not being such a nerd after all, and asks if he can meet the Autobots.

BUSTER: Maybe. It�s kinda top secret stuff, ya know?

Buster returns to the Explorer and is hailed as a hero by the Autobots, who have nearly all been revived.

The Autobots are determined to repair the Explorer so they can travel home and finally bring peace to Cybertron.

OPTIMUS: We will never give up . . . until all are one.

The Autobots cheer in celebration.

�

ANTARCTICA

Just when it seems like the end, we cut to the probe droid arriving in the snowy wastes. It detects a faint Transformer life signal and begins to dig away at the ground.

Suddenly, Shockwave�s hand SHOOTS OUT of the ground and CRUSHES the probe.

TO BE CONTINUED . . .