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Previous Episode: Setting the Stage
Next Episode: The Human Factor

                        TEASER

FADE IN:

INT. AUTOBOT HEADQUARTERS - MEDICAL BAY - CYBERTRON

Dr. Pilar lies sleeping on a bed, strapped up to an IV and a
number of monitoring machines.  Separated by glass, Hot Rod
and First Aid watch.

		HOT ROD
	How is she?

		FIRST AID
	Physically, she should be back on
	her feet in a day or so.
	Psychologically... well, that's
	harder to say.

		HOT ROD
	I know you'll do the best you can.

Hot Rod turns to EXIT.

INT. AUTOBOT HEADQUARTERS - CONTROL ROOM

Kup and Perceptor are looking at the readings of the data
disc taken from Pilar's shuttle.  Hot Rod ENTERS to check on
them.

		HOT ROD
	What have you found?

		KUP
	You're not going to believe this.

		HOT ROD
	   (deadpans)
	That bad, huh.

		KUP
	Worse.

		PERCEPTOR
	The readings detected by Dr. Pilar
	and her staff appear to be
	emanations of chronal energy,
	radiation spikes caused by temporal
	flux.  Given the amplitude and
	modulation of these emissions --

		HOT ROD
	Long story short.

		PERCEPTOR
	These emissions are reminiscent of
	a Quintesson chronosphere.

		KUP
	A time portal.

		PERCEPTOR
	The surrounding superstructure
	appears to be millions of years old.
	I would estimate that this edifice
	dates back to the days of the
	Quintesson Empire.  According to
	legend, these gateways would allow
	one to travel into the past to any
	specific point in history.  They
	materials involved in their
	construction were supposedly so
	rare and the structures themselves
	so difficult to manufacture that
	even the Quintessons were unable to
	build more than a handful of them.

		KUP
	But now the Quints have found one
	after all these years.

		HOT ROD
	The ability to go into the past...

		KUP
	You can imagine what kind of power
	this represents, lad.  They could
	rewrite history, defeat us before
	we even existed.

		PERCEPTOR
	These gateways were highly unstable.
	Even the slightest miscalibration
	of a single variable could have
	disastrous repercussions throughout
	the space-time continuum.

		HOT ROD
	The Decepticons attacked the
	Devoron System after twenty stellar
	cycles of peace when this thing was
	discovered.  We have to assume
	they're planning to use this.
	   (beat)
	And if they do, we have to stop
	them, no matter the cost.


					FADE OUT.

                    END OF TEASER

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

                       ACT ONE

FADE IN:

EXT. SPACE - PROXIMA

The Fortitude can be seen BURNING in space, its shields
down.  The three Decepticon fighters have docked on its
underbelly and have boarding chutes attached to the
Fortitude.

INT. FORTITUDE - RECEIVING ROOM

We see Springer, Arcee, and the Aerialbots pinned down
behind cover, hiding from blistering laser BLASTS coming at
them.  They occasionally rise up to return FIRE, but they
are pinned down and are being forced back.

		ARCEE
	The Decepticons have us pinned
	down!

		SPRINGER
	And they just keep coming!

As we move across the room, we can see, at the other end,
Sixshot and the Combaticons have BROKEN in through the
Fortitude's docking doors, invading the Autobot flagship.
They continually FIRE at the Autobots, forcing them back.

		VORTEX
	Now this is the way to fight!

		BRAWL
	Smash!  Crush!  This is what Brawl
	does best!

		SIXSHOT
	Destruction to all Autobots!

Fresh waves of Decepticons -- Triggerhappy, Runamuck,
Shrapnel -- continue to invade through the boarding chutes.

		TRIGGERHAPPY
	All right!  This is what I call a
	party!

Triggerhappy LAUGHS maniacally and SPRAYS the entire room
with laser fire aimlessly... its clamor ECHOES throughout
the metal halls.

		SHRAPNEL
	Music to my ears, ears!

		SIXSHOT
	Forward, Decepticons!  Our day of
	glory is at hand!

A blast from Sixshot HITS Arcee in the shoulder, dropping
him back.

		SPRINGER
	Arcee!

		ARCEE
	I'm all right.

		SLINGSHOT
	Come on!  I'll give 'em the old
	Aerialbot assault!

A laser blast just misses Slingshot's head, EXPLODING behind
him.

		SPRINGER
	It's gonna be an Aerialbot
	annihilation if we don't find some
	more cover.

		ARCEE
	There're too many of them!  We have
	to fall back!

INT. FORTITUDE - MAIN HALL

Springer, Arcee, and the Aerialbots ENTER, driven back from
the receiving room.  But here in this larger room, there is
more space, for...

		SPRINGER
	We've got to try to even the odds
	somehow.  Aerialbots!  Unite and
	form Superion!

The five Aerialbots TRANSFORM and UNITE into Superion, who
FIRES his arm-mounted cannons at the entrance to the
receiving room.

The Decepticons BREAK through the doorway, but they cannot
cross the bottleneck threshold into the actual room while
being pinned down by Superion.

		SIXSHOT
	Fools!  One should know when the
	time of his death has come.  No
	Autobot is the equal of a
	Decepticon.
	   (to Onslaught)
	Combaticons!  Transform into
	Bruticus!

The Combaticons, in response, MERGE into the giant Bruticus.
Superion's equal in stature, Bruticus quickly takes the
FIGHT to him, allowing the other Decepticons to ENTER and
press their attack onwards.

INT. FORTITUDE - BRIDGE

Optimus Prime and Ultra Magnus are at the bridge controls,
trying to keep the ship together.  Cliffjumper and Jazz are
at lower consoles.

A laser is CUTTING through the side wall, trying to BREAK
another Decepticon boarding chute in.

		ULTRA MAGNUS
	Prime... they're almost through.

		OPTIMUS
	What is the status of the humans'
	station?

		ULTRA MAGNUS
	The main fighters have been
	evacuated, but the station's senior
	staff is still aboard trying to
	cover their retreat.

The panel in front of Cliffjumper EXPLODES, sending him
FLYING backwards in a shower of sparks.

		CLIFFJUMPER
	And while we're trying to cover
	them, we're getting slaughtered!

		OPTIMUS
	How much longer until all EDC
	personnel evacuate the system?

		ULTRA MAGNUS
	   (looks at his console)
	Faireborn estimates another fifteen
	cycles.

The wall where the Decepticons are cutting through begins to
crumble... chunks of metal COLLAPSE out of the wall onto the
floor.

		CLIFFJUMPER
	They're coming through!
	   (turns to Prime)
	We gotta fight back.  The Fortitude
	can take those Deceptiturkeys'
	ships on in a fair fight.

		OPTIMUS
	No, Cliffjumper.  If we move out of
	position, the Decepticons will
	continue to target the humans' base.
	We must stay here to cover the
	humans as long as we can.

Another explosion ROCKS the ship.  Cliffjumper is again
THROWN to the ground, and even Prime and Magnus lose their
footing.

		CLIFFJUMPER
	We're no good to anyone if the
	entire ship explodes around us!

		JAZZ
	Yeah, man!  Those Decepticons are
	bad news!  We have to take the
	fight to them!

		OPTIMUS
	No!  Our first priority is to
	protect the humans.  This isn't
	their fight.  Forty stellar cycles
	ago, we brought this war to their
	planet.  Twenty stellar cycles ago,
	we nearly led their world to
	extinction.
	   (cold and clinical)
	I will not let them get drawn in to
	the death and destruction of our
	war again.  Primus help me... if it
	takes every drop of energon on this
	ship, I. Will. Not. Fail. Them.
	Again.

At that moment, Superion comes CRASHING through the doorway
to the main hall, KNOCKED backwards to the ground.  Bruticus
stares at Superion's prone form, triumphantly.  Prime and
the Autobots turn to see Sixshot and his Decepticons on the
bridge, and dive for cover as they attack.

A second later, the wall behind them EXPLODES, as Dirge and
his entourage breaches the Fortitude's hull with their
boarding tube from the third Decepticon fighter.

		CLIFFJUMPER
	Well, Primus better deliver a
	miracle, because it'll take every
	drop of energon we've got to get
	out of this one!

Surrounded on both sides, outnumbered, outgunned, and hemmed
in by Decepticon laser fire, the Autobots are trapped...


					FADE OUT.

                    END OF ACT ONE

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

                       ACT TWO

FADE IN:

INT. FORTITUDE - BRIDGE

The Autobots are hemmed in, hiding behind chairs, consoles,
and other places to shield themselves from the Decepticons'
attack.  Optimus is in front, with Ultra Magnus, Springer,
Arcee, Cliffjumper, Jazz, and the Aerialbots around.  The
Decepticons are unleashing torrents of laser fire, which
ricochets throughout the room.

		SPRINGER
	Anyone got any witty last words?

		CLIFFJUMPER
	Yeah.  I'm gonna make sure I take
	all those Decepticrumbs down with
	me.

		SPRINGER
	Yeah, I guess that's better than,
	"I wish I had tried that chrome
	plating at least once before I go."

Sixshot TRANSFORMS into his battle tank mode and FIRES off
two missiles, which EXPLODE, destroying the command chair
that Optimus was behind, knocking him backwards and leaving
him exposed.

		ULTRA MAGNUS
	Prime!

Ultra Magnus TRANSFORMS into car carrier mode and PLOWS into
Sixshot and his Decepticons, KNOCKING them aside as he tries
to cover Prime.  Sixshot's blast goes awry, hitting the wall
and BLOWING it up instead of Prime.

EXT. SPACE - FORTITUDE

The explosion is visible on the outside, adding fresh flames
to the already smoldering hull of the Fortitude.

INT. PROXIMA STATION - LANDING BAY

Faireborn and Edwards are overseeing the departure of the
last evacuation shuttle, waiting as various EDC personnel
run into it.  They can see the new explosions from within
the Fortitude.

Faireborn pauses for a moment, thinking.  Then...

		FAIREBORN
	Colonel Edwards, take command of
	the last shuttle.  Rendezvous with
	the rest of the fleet at the
	fallback position.

She starts suiting up in a flight suit, walking towards one
of the few starfighters left in the landing bay.

		EDWARDS
	Wait... where are you going?

		FAIREBORN
	Unfinished business.

		EDWARDS
	Colonel...
	   (Faireborne finishes suiting
	   up and climbs in the cockpit)
	Marissa... this is suicide.

		FAIREBORN
	If the Decepticons win here,
	they'll just come after us again.
	I have to make sure that that
	doesn't happen.  We can't keep
	running forever.  We can't give in
	to fear.  We have to make a stand.
	   (starts pre-ignition sequence)
	You're in command 'til I get back.
	   (wry smile)
	And trust me, I will be back to
	resume my command.

		EDWARDS
	Colonel...

		FAIREBORN
	That's an order.  Your first
	priority is to protect the shuttle
	and the rest of the evacuees.
	   (begins liftoff procedures)
	Wish me luck.

Edwards watches as Faireborn's fighter takes off.

		EDWARDS
	   (softly)
	Good luck, Colonel.
	   (to the rest of the evacuees)
	Come on, let's get going!  Move it
	out!

EXT. SPACE - PROXIMA

Faireborn's shuttle sweeps towards the Decepticon fighters
and STRAFES them with her laser cannons.  She FIRES a few
warhead missiles, which EXPLODE on contact.  Tied down to
the Fortitude, the Decepticon fighters cannot move and are
easy targets.

INT. THRUST'S FIGHTER

The ship ROCKS from the blasts.  Thrust, sitting in the
command chair, is shaken up.

		THRUST
	   (tapping console)
	Thrust to Sixshot!  We are under
	attack!

INT. FORTITUDE - BRIDGE

		THRUST (COMM VOICE)
	One of the humans' vessels is
	attacking us!

		SIXSHOT
	Deal with it!

		THRUST (COMM VOICE)
	With the boarding chute up, we're
	tied to the Fortitude!  We can't
	maneuver!

		SIXSHOT
	You are Decepticons!  You should be
	able to crush one puny hum--

Taking advantage of the momentary distraction of the comm
channel, Ultra Magnus HURLS himself at Sixshot, knocking him
to the ground.  They continue to brawl as Optimus murmurs to
himself...

		OPTIMUS
	Tied to the Fortitude...

INT. THRUST'S FIGHTER

		THRUST
	Blast that human's ship out of the
	sky!  Fire the null ray!

EXT. SPACE - PROXIMA

A barrage of null rays comes at Faireborn's fighter.  One of
them HITS and sends the fighter spiraling out of control.

INT. FAIREBORN'S FIGHTER COCKPIT

All of the electronic systems in the cockpit FLARE up and
then disengage, as all of the power is drained from the
ship.

		FAIREBORN
	   (struggling with the manual
	   controls and flight stick)
	All electronic systems out... got
	to... land...
	   (pressing a manual release)
	Engaging docking clamps... only
	going to get one chance at this...

EXT. SPACE - PROXIMA

Faireborn's shuttle, just riding on inertia, sweeps up near
the hull of the comparatively enormous Fortitude.  It
struggles to maneuver ever closer to the hull as it
continues to spin out of control, and just barely latches on
to it with its docking clamps before shooting past the hull
into empty space.

INT. FORTITUDE - BRIDGE

The battle continues...

		SPRINGER
	   (looking at a flashing
	   console)
	The last EDC transport has been
	evacuated.

		CLIFFJUMPER
	Great.  Now let's get out of here.

		SPRINGER
	With the amount of damage the
	Fortitude has taken, I don't know
	how far we'd get.

		OPTIMUS
	No.  We can't just keep falling
	back.  We have to hold the line.

Optimus goes over to the helm and LURCHES the ship forward.
The resultant thrust JERKS everyone a little off their feet.

On the viewscreen, everyone can see as the ship turns
towards the cold ice planet Proxima Five.  It looms ever
closer, as it's clear the ship is speeding up.

		SLINGSHOT
	Hey, what are you doing?

EXT. SPACE - PROXIMA

The Fortitude is picking up speed, launching itself towards
Proxima Five.  The three Decepticon fighters, still tethered
to the Fortitude by their boarding chutes, are being dragged
along for the ride.

As the Fortitude enters the atmosphere of the planet, it
starts heating up...

INT. FORTITUDE - BRIDGE

Flames lick through the hull breaches into the bridge,
engulfing the Decepticon position and causing more
confusion.  The Decepticons, surrounded by this new
complication, are unable to mount an effective attack.

		CLIFFJUMPER
	Fire on deck!

		SPRINGER
	With those hull breaches and
	without shields, this is going to
	be one bumpy ride.

		OPTIMUS
	Let's just hope... it's as bad for
	the Decepticons... as it is for
	us...

A sudden jerk knocks Optimus away from the controls.

On the viewscreen, the Autobots can see the Fortitude
approach twin mountain peaks.  A thin valley spans the
distance between them.

		OPTIMUS
	Jazz!  The mountains...

		JAZZ
	   (reaches the helm)
	Way ahead of you, Prime!

EXT. PROXIMA FIVE

The Fortitude turns vertical and SLICES through the valley,
SCRAPING the mountains on either side with a horrible
crunch, but passing safely through them.  The Decepticon
fighters, still tied by their boarding chutes, are THROWN
into the mountain peaks.  The ships SMASHED, the boarding
chutes are ripped away as the fighters crumple and collapse
into the snow drifts at the mountains' base.

INT. FORTITUDE - BRIDGE

With the boarding chutes torn away, the Decepticon entrance
is now just open to the atmosphere, and the vacuum pulls at
everything in the bridge.

		JAZZ
	Hold on to something!

		CLIFFJUMPER
	Like what?  The entire ship is
	coming apart!

And sure enough, the hull is buckling under the pressure.
Sixshot sees this, and makes a leap towards the Autobots,
but the ship completely CRACKS in two.  The rear half, with
the Decepticons, PLUMMETS to the icy ground below.  The
front half, with the Autobots, continues with its forward
momentum on its downward course.

With the rear gone, the entire bridge now exposed to the
outside world.

		JAZZ
	We're going down!

EXT. PROXIMA FIVE

What's left of the Fortitude struggles mightily, before
finally CRASHING into the ground.  Its momentum continues to
carry it forward, SCRAPING against the icy ground, before
finally COLLIDING with rock at the base of a cliff.


						FADE OUT.

                    END OF ACT TWO

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

                      ACT THREE

FADE IN:

EXT. PROXIMA FIVE - CLIFF (AUTOBOT BASE)

The remains of the Fortitude rest at the base of the
desolate cliff.

INT. FORTITUDE - BRIDGE

The Autobots are strewn across the ground.  An eerie
silence.  Then...

		JAZZ
	That was one rock and roll ride I
	never wanna repeat!

The Autobots get up and look around.  None of them seems
seriously damaged.

		SPRINGER
	Hey, you know what they say about
	landings you can walk away from.

		OPTIMUS
	Damage report.

		ULTRA MAGNUS
	Everyone seems to be operational,
	Prime.

		SILVERBOLT
	   (respectful)
	So much for the Fortitude.  May she
	rest in peace.

		SLINGSHOT
	   (looking around at the
	   desolate landscape)
	Whew... this is some planet you
	picked out for us.

The Autobots walk out and look around at their new
surroundings.

		OPTIMUS
	The important thing is that without
	their fighters, the Decepticons
	won't be able to launch another
	attack on the humans.

		CLIFFJUMPER
	And all it cost us was sacrificing
	our only ride.

		OPTIMUS
	If it keeps the humans safe, so be
	it.

		ULTRA MAGNUS
	   (calling from outside)
	Prime?

		OPTIMUS
	Yes?

Prime circles around the outside to see the spot on the hull
where Ultra Magnus is pointing.  It is Faireborn's shuttle,
still clinging to the Fortitude's hull.

		ULTRA MAGNUS
	It seems we have a guest with us.

Prime's brows knit in worry.

EXT. PROXIMA FIVE - TWIN MOUNTAINS (DECEPTICON BASE)

The Decepticons scurry about the ruins of their fighters.
The Combaticons are inspecting damage, as Vortex reports
back to Sixshot.

		VORTEX
	Good luck repairing those scrap
	heaps.

		SIXSHOT
	We must get our fighters
	operational again!

		ONSLAUGHT
	Without materials or energon, on
	this barren world of ice?  Even the
	Constructicons would need a hundred
	stellar cycles to get those vessels
	operational again.

		SWINDLE
	   (sarcastically)
	So much for your conquest of
	humanity, huh, Sixshot?

Sixshot loses it.  He GRABS Swindle by the throat, LIFTS him
off his feet, and THROWS him against the metal hull of the
ruined spaceship.  He draws his gun and presses it against
Swindle's head.

		SIXSHOT
	Say that again, Swindle.
	   (no response)
	I will have my victory.  Optimus
	Prime will pay for this indignation.
	And all,
	   (looks at Swindle)
	all who oppose me will feel my
	wrath.

EXT. SPACE - CYBERTON

Establishing.

INT. AUTOBOT HEADQUARTERS - COMMUNICATIONS ROOM - CYBERTRON

Hot Rod goes up to Blaster, who is monitoring the
communications room.

		HOT ROD
	Blaster.

		BLASTER
	Hey, how's it going, Hot Rod my man.

		HOT ROD
	Any word from Prime yet?

		BLASTER
	Negative.  Communications from the
	Proxima System are deader than a...
	   (catches himself)
	Well, they're not happening.

		HOT ROD
	Keep trying to raise Prime, Blaster.
	I just spoke with Perceptor about
	the gateway found in the Devoron
	System.
	   (beat)
	If it is what he says it is, Primus
	help us all.

EXT. SPACE - RELENTLESS

Establishing.

INT. RELENTLESS - QUINTESSON ROOM

The three Quintessons are fervently examining records in the
Relentless' computer.  The Predacons stand watch at the door
with weapons drawn and ready.

		QUINTESSON A
	We are receiving transmissions from
	our base in the Calyx sector.
	   (reads the report)
	Our Sharkticon drones have reported
	that an Autobot raiding party has
	successfully rescued the human
	doctor.

		QUINTESSON B
	And retrieved the data readings
	stored within her shuttle's memory
	banks.

		QUINTESSON C
	Doubtlessly, by this time they have
	discovered the true nature of the
	gateway on Devoron Seven.

		QUINTESSON B
	Ninety-eight percent probability
	that the Autobots will recognize
	the extreme danger that the gate
	possesses.

		QUINTESSON C
	Ninety-four percent probability
	that the Autobots will utilize all
	their resources to launch a
	counteroffensive against our
	position here in this system.

		QUINTESSON A
	Exactly as we anticipated.

The three Quintessons break into a sinister chuckle as we...



					FADE OUT.

                   END OF ACT THREE

Home: Teleplays
Previous Episode: Setting the Stage
Next Episode: The Human Factor