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Previous Episode: The Storm Renewed, Part I
Next Episode: The Face of Darkness

                        TEASER

FADE IN:

INT. AUTOBOT SHUTTLE BAY

Huge gleaming orange Autobot shuttles are docked inside the
shuttle bay.  Ultra Magnus is looking over the shuttles
organizing preparations, with the five Aerialbots --
Silverbolt, Slingshot, Fireflight, Air Raid, and Skydive --
readying the shuttles.  Optimus Prime, Hot Rod, Bumblebee,
and Kup DRIVE up in vehicle mode and TRANSFORM; they are
followed by Grimlock and the Dinobots.

		OPTIMUS
	Ultra Magnus, report.

		ULTRA MAGNUS
	We're making our final
	preparations and are ready
	whenever you are, Prime.

		OPTIMUS
	I'm sure you've heard the news.
	Galvatron and the Decepticons, our
	most dangerous enemy, have
	reemerged and have begun an
	assault on Earth.  We have to stop
	them once and for all.

		HOT ROD
	Just say the word, Prime.

		GRIMLOCK
	Yes.  Me Grimlock want to smash
	Decepticons good and smashy.

		ULTRA MAGNUS
	All present and accounted for.
	Hot Rod, Kup, Springer, Arcee,
	Silverbolt, Air Raid, Skydive,
	Fireflight, and	Slingshot.

		KUP
	I've already contacted the other
	Autobots back home on Cybertron
	and in the area.  I've left the
	Protectobots in charge of security
	on Cybertron, and the others will
	rendezvous on our signal.

		OPTIMUS
	Then let's ready the shuttles for
	launch.  Silverbolt, I want you
	and the Aerialbots with us to
	provide tactical flight support.

		SILVERBOLT
	Understood.

		SLINGSHOT
	All right, it's time to rip those
	clowns a new one.

		OPTIMUS
	Autobots, transform and roll out.

The vehicular Autobots TRANSFORM into vehicle modes and
roll up the ramps into the Autobot flagship, the Fortitude.
The Aerialbots TRANSFORM into their jet modes and enter as
well.  The Dinobots, in their lumbering dinosaur modes,
also make their way on the shuttle.

The ship's ignition starts, its afterburners FLARE, and it
lifts off.

EXT. SPACE - AUTOBOT BASE

The Fortitude exits the Autobot base and flies outwards
into space, BLAZING towards the warp gate leading out of
the system.  The cold metallic sphere of the Autobot's home
planet of Cybertron can be seen in the background as the
warp gate BURSTS open and we...


					FADE OUT.

                    END OF TEASER

-------------------------------------------------------

                       ACT ONE

FADE IN:

INT. RELENTLESS - BRIDGE

Galvatron sits in the command chair, his aides surrounding
him and at their posts as before.  Sixshot is animated; he
clearly is spoiling for a fight.

		SOUNDWAVE
	Repairs progressing on schedule,
	Galvatron.  Shields and systems up
	to 85%.

		GALVATRON
	Excellent.

		SIXSHOT
	   (unable to contain himself
	   any longer)
	We should attack now!  The humans
	are scattered and helpless.  No
	doubt the Autobots will soon be
	here.  We should press our
	advantage instead of waiting here
	for Quintessons!

		CYCLONUS
	Galvatron is proceeding in the
	best interests of the Decepticon
	army.

		SIXSHOT
	Says you.  A leader who follows
	the whims of the Quintessons is no
	leader at all!

		BLITZWING
	Sixshot may have a point.  The
	Quintessons are not to be trusted.
	Perhaps if you could, in your
	wisdom, share the details of your
	latest plan with us.

		GALVATRON
	   (rising and moving towards
	   Sixshot and Blitzwing
	   menacingly)
	I keep no counsel with fools!  You
	will do as I command!  Dare to
	disobey me and face my wrath!

		SIXSHOT
	There will be another time,
	   (sardonically)
	mighty Galvatron.

Sixshot turns and storms off the bridge.  Blitzwing turns
back to his station, but his unease and doubt over
Galvatron's plan of action is also written clearly on his
face.

INT. RELENTLESS - LOWER DECKS

Sixshot ENTERS and grimaces menacingly.  The Combaticons --
Onslaught, Swindle, Blast Off, Vortex, and Brawl -- are
seated and lounging around.  Other Decepticons, such as
Triggerhappy, Misfire, and Astrotrain, are milling about as
well.

		SWINDLE
	Hey, Sixshot, what's shaking?

Sixshot has no patience for this.  He turns and SMASHES
Swindle across the room.  The other Combaticons react and
draw their weapons.  Brawl presses his gun barrel against
Sixshot's head.

		BRAWL
	Move a microchip and you're slag.

Sixshot hesitates, and then begins LAUGHING.

		SIXSHOT
	Ah, Brawl.  You have the heart of
	a true Decepticon.  It's a welcome
	sight in times like these.

		BLAST OFF
	What do you mean by that?

		ONSLAUGHT
	Surely our illustrious comrade
	does not mean to impugn the
	current status of the Decepticon
	empire.

		SIXSHOT
	Look at us, Onslaught, standing
	here, waiting for our great leader
	to rendezvous with Quintessons,
	while there are enemies to crush
	and a galaxy to conquer.  A true
	Decepticon waits for no one; a
	true Decepticon conquers while
	others wait in fear.

		BRAWL
	You're singing my tune.

		SIXSHOT
	For too long, we have been
	dormant.  I say we use this time
	to go on the offensive and conquer
	Earth, Cybertron, and all who dare
	stand against us!

The other Decepticons in the room have started to collect
around Sixshot and listen with rapt attention to his
stirring words.

		SWINDLE
	What does Galvatron say about
	this?

		SIXSHOT
	   (to Swindle, contemptuously)
	Coward!

		SWINDLE
	   (defiantly)
	Hey, just looking out for number
	one.

		SIXSHOT
	That's what you do best, isn't it.
	Your actions do not befit the name
	Decepticon.
	   (to all)
	It is time to regain our heritage,
	not cower before fleshlings!  For
	twenty stellar cycles, we have
	prepared for this day.  I say we
	seize it!

INT. RELENTLESS - BRIDGE

Rumble ENTERS from the lower decks, running to give
Galvatron the report.

		RUMBLE
	Sixshot's pulling out.

		CYCLONUS
	Impossible!

		RUMBLE
	He mentioned how he was going to
	press his advanterage [sic] and
	crush the humans now!  Oh yeah,
	and something about how you
	weren't fit to command.  He took
	half the crew with him.  They're
	making for the fighters.

The panel in front of Soundwave begins flashing red, an
alert.

		SOUNDWAVE
	Sensors indicate armada leaving
	flagship.

		GALVATRON
	What?

EXT. SPACE - RELENTLESS

From the landing bay on the underbelly of the Relentless,
three Decepticon fighter craft EMERGE and start ZOOMING
away from the mothership.

INT. RELENTLESS - BRIDGE

		BLITZWING
	   (curtly)
	Do we follow?

		CYCLONUS
	   (to Galvatron)
	We must pursue the traitors!

		GALVATRON
	   (pauses, then dismisses the
	   problem)
	Let them run!  They will not share
	in the glory of the new empire!
	Soundwave, how long before the
	Quintessons arrive?

		SOUNDWAVE
	Estimate ten megacycles to
	Quintesson arrival.

		BLITZWING
	   (holding in resentment)
	So we wait?

		GALVATRON
	Patience, Blitzwing.  Why attack a
	few deserters, when soon, the
	entire galaxy will be ours?

INT. SIXSHOT'S FIGHTER - BRIDGE

Sixshot sits in the commanding chair.  The Combaticons are
at the various positions around the bridge.


		BLAST OFF
	Coming up on the warp gate to the
	Proxima star system.

		SIXSHOT
	Excellent.

		BRAWL
	All weapons charged.

		SIXSHOT
	The fleshlings have nowhere to run
	this time.  The new dawn of the
	Decepticon armada has begun!

EXT. SPACE - DECEPTICON FIGHTERS

The fighters fly forward as the warp gate BURSTS open and
envelops them as we...


					FADE OUT.

                    END OF ACT ONE

-------------------------------------------------------

                       ACT TWO

FADE IN:

EXT. SPACE

The three Decepticon fighters are flying through space
between Devoron and Proxima.

INT. SIXSHOT'S FIGHTER - BRIDGE

		SIXSHOT
	   (activates a communicator)
	Support fighters, hold position
	here, in case Galvatron decides to
	come after us and try anything.
	   (to Vortex)
	Take us forward.  We will crush
	the pathetic human resistance.

EXT. SPACE

The two rear fighters turn and hold position, as the lead
fighter continues on its course.

INT. PROXIMA STATION - LANDING BAY

Several ships, damaged from the earlier battle, are docked
here and the flight crew is frantically trying to perform
repairs.  Faireborn and Edwards are overseeing from the
observation deck.

		FAIREBORN
	What's our status?

		EDWARDS
	Not good, Colonel.  We took some
	heavy hits.  We could spend months
	on these ships and still not be
	ready.

		FAIREBORN
	That's not good enough.

		EDWARDS
	We've upgraded the station's
	weapons and defenses.  That should
	give us an ace in the hole.  This
	station has the firepower of fifty
	Starbust-class ships.

		FAIREBORN
	I sent word of our situation to
	EDC headquarters on Earth.  They
	said they'd send what resources
	they could.

An alarm BLARES out throughout the station.  Faireborn
quickly goes to a comm panel.

		FAIREBORN
	What's going on?

		OFFICER (COMM VOICE)
	Incoming vessels from two four
	niner mark six!

Faireborn looks out the launch bay to see the SHIMMER of a
warp gate in the distance.

		FAIREBORN
	Red alert!  All weapons online!
	Launch the defensive fleet!

EXT. SPACE - PROXIMA

EDC fighters SCRAMBLE over to the warp gate.

INT. DELTA TWO COCKPIT

Reese is flying in towards the gate.

		BURKE (COMM VOICE)
	Locked and loaded.

		LYONS (COMM VOICE)
	   (nervously)
	It's do or die.

The foreign ship EMERGES from the warp gate.  The EDC
fighters fly closer to it, but Reese can see it through his
cockpit... the bright red insignia of the Autobots painted
on the side.

		REESE
	Wait!  Hold your fire!  All craft,
	hold fire!

It is the massive Fortitude, the Autobot flagship, easily
the equal in size and power of the Relentless.

INT. FORTITUDE - BRIDGE

Optimus Prime is commanding.  The other Autobots are
scattered on the bridge.

		HOT ROD
	   (impressed by the size of the
	   EDC fleet)
	Look at that fleet.  They sure
	brought out the welcome mat for
	us, huh?

		OPTIMUS
	Open a channel.
	   (Kup keys in the console)
	Greetings again, humans.  This is
	Optimus Prime of the Autobots.
	   (slightly amused)
	It's been a long time.

INT. PROXIMA STATION - COMMANDER'S OFFICE

Faireborn is present with Edwards.

		FAIREBORN
	   (suspiciously)
	How did the Autobots manage to
	learn about this so quickly, I
	wonder?

		EDWARDS
	   (squirming slightly)
	Lieutenant Reese activated the
	Autobot Defense Protocol.
	   (Faireborn eyes him)
	I told him to.

		FAIREBORN
	I explicitly ordered you not to
	get the Autobots involved.  We
	don't want to get dragged into the
	middle of another war.

		EDWARDS
	We're already in a war, Colonel.
	The Decepticons aren't going to
	worry about a no contact policy.
	At least with the Autobots, we'll
	have a fighting chance against
	them.

		FAIREBORN
	Now that the Autobots are here,
	Proxima becomes an instant target!

		EDWARDS
	Proxima is just as much of a
	target without the Autobots... and
	a lot more vulnerable one at that.

		FAIREBORN
	Do you think the Autobots will
	just pack up and leave once this
	is over?  Do you think that they
	will stop this from escalating?
	As long as we need their help,
	they'll stay here, and as long as
	they stay here, the Decepticons
	will continue to attack.  The only
	way to end this cycle is to become
	self-reliant and defend ourselves.

		EDWARDS
	You can't defend yourself if you
	don't stay alive.

		FAIREBORN
	It's better to die on your feet,
	old friend, than to live on your
	knees.  You should know that
	better than anyone.
	   (the door chimes)
	Enter.

		REESE
	   (entering)
	The Autobot shuttle has docked
	along the station, Colonel, and
	they're requesting your presence.

		FAIREBORN
	Understood.
	   (Reese exits)
	Time to play the hand we've been
	dealt.

INT. FORTITUDE - RECEIVING ROOM

Faireborn passes through a docking tube from the station
and EMBARKS on the Fortitude.  The receiving room, scaled
to the Autobots, dwarfs Faireborn, and with its metal
walls, huge doors, and lack of windows, one can feel the
coldness of the place.  Towering above Faireborn as she
enters are Kup, Ultra Magnus, and Optimus Prime.  The
Aerialbots are in the background.

		OPTIMUS
	It's been a long time, Marissa.

		FAIREBORN
	It has indeed.

An awkward pause.

		ULTRA MAGNUS
	I see you're a colonel now.

		FAIREBORN
	Let's dispense with the
	pleasantries.  I'm sure you've
	heard that the Decepticons
	attacked our outpost in the
	Devoron System.

		KUP
	We're here to offer any assistance
	we can.

		ULTRA MAGNUS
	The Decepticons haven't made a
	major offensive for two decades.
	I wonder why they're on the move
	now?

		SLINGSHOT
	   (blithely)
	Who cares?  If those clowns try
	anything, we'll knock them through
	every planet in this system.

Slingshot doesn't notice Faireborn glaring at him over his
off-the-cuff remarks over possible devastation.  Hot Rod
RACES IN from an adjacent room.

		HOT ROD
	Big news, Prime.  Sensors have
	just picked up activity near the
	warp gate to the Devoron System.
	Decepticon fighters.

		OPTIMUS
	Autobots, prepare for battle.

There is a sudden jerk in the Fortitude as the vessel...

EXT. SPACE

... TURNS and lurches forward to face the attackers.


					FADE OUT.

                    END OF ACT TWO

-------------------------------------------------------

                      ACT THREE


FADE IN:

EXT. SPACE - SIXSHOT'S FIGHTER

Sixshot's fighter has emerged and is moving forward,
weapons firing, to engage the Earth forces.

INT. SIXSHOT'S FIGHTER - BRIDGE

		SIXSHOT
	   (with sadistic relish)
	Now it begins!

		VORTEX
	Boss, there's an Autobot starship
	circling the human base!

		SIXSHOT
	Autobots!  So much the better!
	Decepticons, attack!

Flight-based Decepticons on the bridge, like Blast Off,
Vortex, Triggerhappy, and the like rise and EXIT the
bridge.

EXT. SPACE - SIXSHOT'S FIGHTER

Pouring out of the three fighters are the aforementioned
Decepticons, who TRANSFORM into their vehicle modes and
start firing.

INT. FORTITUDE - RECEIVING ROOM

		OPTIMUS
	Prepare to return fire.  Defend
	the humans at all cost.
	   (turns towards Silverbolt,
	   nods)
	Aerialbots.

		SILVERBOLT
	   (to Aerialbots)
	Okay, you guys know what to do,
	let's do it!

Silverbolt and the Aerialbots TRANSFORM into vehicle mode
and EXIT the Fortitude to join the dogfight.  The rest of
the Autobots are busy running to battle stations to prepare
for the battle, and seem to have forgotten Faireborn in the
confusion.

		FAIREBORN
	   (activates a communicator)
	Proxima Station, we're under
	attack.  Emergency scramble!

She turns back to the exit to the station, but the
Fortitude has already begun to move away from the station
and into battle, leaving her with no way to get off.  The
ship is suddenly ROCKED by a blast, knocking Faireborn to
the ground.

		ULTRA MAGNUS
	   (noticing)
	Sorry, Marissa, you're just going
	to have to hold on for this one.

		KUP
	   (to Optimus and Ultra Magnus)
	We have to get to the bridge.
	   (to Faireborn)
	Just stay put and let us handle
	this.

Kup, Ultra Magnus, and Optimus LEAVE, leaving Faireborn
alone in the empty room.

EXT. SPACE - BATTLE

Vortex is closely on Fireflight's tail, FIRING on him.

		VORTEX
	Yee-hah!  It's time to take a
	whirl, Fireflight!

Vortex begins FIRING his whirl guns, causing Fireflight to
spin dangerously out of control.  But from above, Vortex is
FIRED upon by Slingshot, coming in for the save.

		SLINGSHOT
	Eat hot neutron blasts, Vortex!

But Blast Off comes in from the side, BLISTERING
Slingshot's side.

		BLAST OFF
	You disappoint me, Slingshot.
	Never underestimate your
	opponents.

But Blast Off is forced to eat his own words as Delta Two,
piloted by Reese, FIRES on Blast Off, knocking him out of
control.

		SLINGSHOT
	   (admiringly)
	Whoa!  Way to save, human!

		REESE
	Any time, Autobot.

The Fortitude is moving quickly, attacking the Decepticon
forces, but the slower EDC capital ships are easier
targets.  The more maneuverable Decepticon ship starts to
home in on them.

INT. FORTITUDE - BRIDGE

		OPTIMUS
	   (to himself)
	The humans are under attack.  And
	this, I cannot allow.

He goes over picks up a jet pack of the wall and straps it
to his back.  Engaging the boosters, he opens a hatch and
FLIES out of the shuttle.

EXT. SPACE - BATTLE

Prime, maneuvering with the jet pack, is a blur, WEAVING in
and out of the fight with such skill the other Transformers
look like they're standing still.  He FIRES on the
transformed Decepticon vehicles, forcing them to fall back
behind the cover of their capital fighter.

INT. SIXSHOT'S FIGHTER - BRIDGE

Sixshot sees Prime in the battle on the viewscreen.

		SIXSHOT
	Prime!  I'll finish him myself.

Slowly, impressively, he TRANSFORMS into his own lethal jet
mode and EXITS to join the battle.

EXT. SPACE - BATTLE

Sixshot makes a direct beeline for Prime, guns BLARING.

		SIXSHOT
	Prime!  Your life ends now!

But Prime, on his jetpack, sidesteps him.  Sixshot then
TRANSFORMS into his tank form, FIRING a huge barrage of
lasers, but Prime maneuvers in between, lands on top of
him, and begins grappling.  Sixshot is forced to TRANSFORM
back to his robot mode to fight, but Prime knocks him away,
reaches for his gun, and BLASTS Sixshot in the shoulder.
Amidst the smoke bursting from his wound, Sixshot starts
HURTLING backwards out of control.

The Fortitude has reached the Decepticon fighter and begins
PUMMELING it with shots.  The small, sleek fighter is
faster and more maneuverable, but it is little match for
the Autobot flagship in terms of raw firepower.

INT. SIXSHOT'S FIGHTER - BRIDGE

		BRAWL
	We're under heavy fire!

A control panel EXPLODES in front of him.

		ONSLAUGHT
	This battle's outcome is all but
	assured.  There only thing we can
	do.  Retreat.

		BRAWL
	No!

		ONSLAUGHT
	There is a time for a frontal
	assault and a time for a strategic
	withdrawal.  This, clearly, is one
	of the latter.  Get us out of
	here.

The Decepticon fighter turns and starts retreating out of
the system.  The various Decepticons turn and rejoin the
ship as well.  Sixshot, never one to retreat, is still
falling backwards and gets off one last taunt before his
ship is forced to SNAG him with a tractor beam.

		SIXSHOT
	This isn't over, Prime!

		OPTIMUS
	   (subdued)
	Maybe not, Sixshot.  But we're
	here, and we'll be ready for you.

Silverbolt FLIES up to Prime and TRANSFORMS into robot
mode.  Slingshot FLIES up separately and TRANSFORMS as
well.

		OPTIMUS
	How are the humans' vessels
	holding up?

		SILVERBOLT
	They've taken some hits, but we
	managed to deflect the brunt of
	the Decepticons' attack.

		SLINGSHOT
	   (looking at Delta Two)
	They managed to get off a few good
	shots of their own too.

		OPTIMUS
	Well done.
	   (beat)
	Autobots, return to base.

INT. FORTITUDE - RECEIVING ROOM

Faireborn is trying to reach her ships via her
communicator, but the battle has caused interference and
she gets only static.  Too small to even leave the room and
reach a viewscreen or a window, she is completely in the
dark about what's going on.  Now that the battle ends,
Ultra Magnus RETURNS to check on her, joined by Kup.

		ULTRA MAGNUS
	Are you okay?

		FAIREBORN
	   (curtly)
	I'm fine.  What's going on?  What
	happened?

		KUP
	Don't worry, everything's under
	control.

		ULTRA MAGNUS
	Our ship absorbed the brunt of the
	attack.  The Decepticons are in
	retreat.

		FAIREBORN
	They'll be back, I'm sure.

		KUP
	We'll be waiting.

		FAIREBORN
	   (under her breath)
	That's what I'm afraid of.
	   (out loud, still curt)
	I'd thank you to return me to my
	station now.

		ULTRA MAGNUS
	Of course, Marissa.

		FAIREBORN
	And Magnus...
	   (quieter, with a soft edge)
	thank you... for your help.

		ULTRA MAGNUS
	   (wry smile)
	Any time.

EXT. SPACE - PROXIMA

The Fortitude returns and docks once again at Proxima
Station.

EXT. SPACE - DEVORON

The Relentless is still orbiting the husk of Devoron
Station.

INT. RELENTLESS - BRIDGE

		SCRAPPER
	Systems nearly at 100 percent,
	Galvatron.

		GALVATRON
	Soundwave, how long before our
	"allies" arrive?

		SOUNDWAVE
	Quintesson ship now entering
	Devoron System.

EXT. SPACE - DEVORON

The twisty Quintesson ship approaches slowly from the far
side of the system.

		BLITZWING
	The Quintessons are signaling us
	to embark, Galvatron.

		GALVATRON
	Excellent.  Signal them that we
	are ready to receive them... and
	their Predacon envoy.

Blitzwing makes the necessary signals at his console.

		GALVATRON
	Now, loyal Decepticons, it begins.
	The waiting is now over.  The new
	era of the Decepticon empire dawns
	now.

Galvatron's sinister laugh echoes through the hollow halls
of his ship as we...


					FADE OUT.

                   END OF ACT THREE

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