FADE IN: EXT. - EST. - MAXIMAL BASE

We SEE a brief glimpse of it.

Over we Hear: OPTIMUS PRIMAL (VO)

Good work Rhinox --

INT. - MAXIMAL BASE

Inside, RHINOX (R) looks on as OPTIMUS (R) examines a small, round com-link device.

RHINOX

Still needs a field test.

CHEETOR (B) enters, in his usual hyper mode, leaps up on a console to see what they are examining.

CHEETOR

Test? I'm your Bot, whatcha got?

OPTIMUS PRIMAL - Rhinox cobbled together a new com-link. It's going to solve our long range communication

problems.

RHINOX

If it works.

CHEETOR

Let's find out.

Cheetor snatches the device from Optimus and fiddles with it. There is some FEEDBACK which makes Rhinox wince.

CHEETOR (con't.)

Ultra-Gear.

Rhinox shoots Optimus a dubious glance but Optimus gestures back that it's all right.

OPTIMUS PRIMAL

It's a valuable piece of equipment. Take care of it.

CHEETOR

I copy Big Bot. What do I do?

Optimus takes the com device from Cheetor, slips it into a magnetic collar and fastens it around Cheetor's neck.

OPTIMUS PRIMAL

The device is voice activated. Just talk into it and we'll hear you.

RHINOX

We hope.

Optimus smiles, crosses to a computer array, touches a button showing a Cybertronic version of a grid map with their base at the center.

OPTIMUS PRIMAL(con't) Head away from the base at vector omega and check in every 10 micro quads. We'll see how

far we can track you. If you encounter any Predacons, return immediately.

CHEETOR I'll be moving too fast for them to see me.

And with that he ZOOMS OFF...

OPTIMUS PRIMAL, RHINOX Look after him. Rhinox moves his head slowly back and forth, he's still doubtful. Optimus focuses on the computer display, as a Cheetor blip appears on the screen. It moves quickly outward.

OPTIMUS PRIMAL

He'll do fine.

EXT. TERRAIN AROUND THE BASE

As Cheetor zooms away, exulting in his animal speed.

Meanwhile -- CUT TO: EXT. ROCKY, DESOLATE TERRAIN

SCORPONOK (B) is trying to wrestle a good-sized cylinder of steel out of the rock in which most of it is buried.

SCORPONOK

Megatron will reward me for finding this. If I can ever get it out of this blasted rock -- Bahhhhhh!

Frustrated, he scuttles back and: SCORPONOK - TRANSFORMATION SEQUENCE

Scorponok TRANSFORMS into his ROBOT MODE and brings his missile launcher (right claw) to bear. He fires a missile at the rock holding the cylinder. Kaboom!

CUT TO: EXT. ROCKY TERRAIN

Cheetor(B) is racing along it, when he hears the sound of the explosion in the distance. He skids to a stop, looks in that direction. Then -- Cheetor speaks, activating the com-link device.

CHEETOR

Cheetor to Optimus. Do you read me?

INT. MAXIMAL BASE Optimus(R) and Rhinox(R) watch the scanner display which shows a stationary blip.

OPTIMUS PRIMAL

Yes. (to Rhinox) And he's over 5 micro quads away. Looks like it's working.

RHINOX

So far --

CHEETOR(VO)

I just heard some kind of explosion. I'm gonna check it out. Talk to you in a minute.

OPTIMUS PRIMAL Explosion?

Wait, Cheetor, don't --

The scanner shows the blip moving rapidly.

RHINOX

He's moving again.

OPTIMUS PRIMAL

I'm going after him. If he calls in tell him to get out of there, now!

Optimus races out. Rhinox watches the blip, shakes his head, sighs:

RHINOX

Everybody moves too fast.

CUT TO: EXT. ROCKY TERRAIN With some effort, Scorponok(B) pulls the metal cylinder out of the blasted rock, and we now see it is a large cannon, a piece of debris from their ship. He lays it down.

OTS - CHEETOR He is watching Scorponok from behind a distant rock.

CHEETOR

Uh oh. This is trouble. Cheetor - MAXIMIZE.

TRANSFORMATION SEQUENCE - CHEETOR

Cheetor TRANSFORMS into his robot mode (sans ROAR, he is being stealthy). Once transformed, he speaks quietly into the com-link device (which is visible on his neck).

CHEETOR (R)

Cheetor to Optimus --

RHINOX(VO)

Optimus is on his way. He said you should get outta there.

CHEETOR

No can do baby blue. Scorponok's here and he found a mega-cannon. Must have come from their ship. I've got to stop him before he gets it back to their base. Cheetor out.

The com-link continues to blink, but Cheetor ignores it. He pulls out his Quasar Cannon and moves in.

ON SCORPONOK (B) He examines a control panel on the mega-cannon with delight.

SCORPONOK (B)

Still operational. Megatron will be pleased.

CHEETOR (OS)

And you'll be slag, if you don't stay right where you are clawful.

Scorponok FREEZES, but his head turns slowly to see:

Cheetor (R), Quasar Cannon aimed right at that head -- Scorponok is no dummy. Worse, his back is to a rock so Cheetor has him cornered. His claws click nervously. Cheetor smiles, over the barrel of the gun.

CHEETOR

Clicking makes me twitch. And there's a full charge in this beauty.

Scorponok stops clicking his claws. But we can hear his mandibles grinding. Cheetor motions with the barrel of his weapon.

CHEETOR

Away from the big boomer, plug ugly.

WIDER - SCORPONOK(B), CHEETOR(R) Cheetor herds Scorponok away from the mega-cannon so that he is now in front of it. Cheetor takes a moment to look down at it, then activates the com-link.

CHEETOR

Cheetor to base. I've got the gig in hand. Tell Optimus to home in on my signal.

CLOSE ON CHEETOR The response is STATIC. Cheetor bangs the com-link with his finger.

CHEETOR

Cheetor to base. Come in Rhinox.

And as Cheetor worries a little, the silent figure of TARANTULAS (B) comes down into frame behind him, hanging from a web line.

SCORPONOK (B)

Sees Tarantulas. He starts to scuttle forward --

CHEETOR (R) Trains the Quasar Cannon on him again.

CHEETOR

Uh uh. You're making me twitch again.

TARANTULAS (OS)

I'll make you scream.

WIDE - CHEETOR (R), TARANTULAS(B) Cheetor whirls and fires but Tarantulas zips up the web line. The blast misses, sending rock flying in all directions. Even as this happens: SCORPONOK - TRANSFORMATION SEQUENCE

Scorponok takes advantage of the chaos.

SCORPONOK

Scorponok, TERRORIZE –

He TRANSFORMS into his ROBOT MODE, with SOUND EFX (CLACKING). Then: He aims his back launcher at Cheetor; fires one of his missiles.

CHEETOR (R) Is already turning as the missile impacts with his chest and sends him flying OS.

SCORPONOK (B) lifts his arms in triumph and CLACKS them together. Then from somewhere up high comes the voice of Tarantulas:

TARANTULAS (OS)

Better grab that weapon while you can and get it back to base. Optimus is coming.

Scorponok looks for him, but doesn't see him. He gets angry anyway.

SCORPONOK

Don't give me orders. I'm second-in-command. You will take the cannon back and I will see to Optimus... Your hear me! (no reply) Tarantulas?... Tarantulas?...

Suddenly he hears the sound of a screeching engine approaching. He looks and sees -- POV –

SCORPONOK

OPTIMUS PRIMAL (R, flight mode)

Optimus is soaring towards him in the distance.

ON OPTIMUS (R) He flies through the sky, as he uses his com-link.

OPTIMUS PRIMAL

Cheetor, Cheetor. (no reply) His signal's stopped. Could be Energon interference. Better use scan mode.

His eyes glow as he looks down.

POV - OPTIMUS - SCAN MODE His viewpoint is like looking at a computer terrain map. As he soars along it, suddenly a robot-sized blip appears.

COMPUTER VOICE (vo)

Target spotted, locking in --

ON OPTIMUS (R) Very concerned.

OPTIMUS PRIMAL

Cheetor!

Widen as he soars downward toward the rocks.

ON SCORPONOK (B) We just see his claws, dragging the mega-cannon into a hidey-hole. He disappears as: EXT.

ROCKY, DESOLATE TERRAIN Optimus lands. His wings retract and he stands stunned for a moment, as he sees his worst fears confirmed.

OPTIMUS PRIMAL

No.

ANGLE ON CHEETOR (R) He lies silent, among shattered rocks, his chestplate smashed. The light in his eyes is dim. We:

FADE OUT

End Act One

ACT TWO

FADE IN: EXT. CYBERTRON CITY - (DREAM SEQUENCE) Cheetor (R) is in battle with Predacons in the midst of a towering robot city. The setting has a surreal quality about it, as do the characters. They are recognizable but somehow different, as if their major traits were exaggerated (Predacons more ugly, Cheetor more heroic). Megatron (R), Terrosaur (R) and Waspinator (R) stomp down the street like gunfighters, firing their weaponry. Missiles and beams rain all around Cheetor. Oblivious he stalks forward firing his Quasar cannon at them.

CHEETOR (Berserk laughter) Terrorsaur is hit and smashed backwards thru a building facade. Waspinator is blown to pieces by a blast and the pieces become tiny wasps which buzz away in all directions. CLOSE on Cheetor, cool, calm, his face alive with heroic smugness as he blows on the barrel of his cannon.

CHEETOR

Now it's just you and me Mega-jerk --

Megatron is more ferocious than we've ever seen him as he rushes at Cheetor, firing missiles and blasts from both hands.

MEGATRON

Maximal dog!

Cheetor smiles.

CHEETOR

I'm a cat stupid. And you're cat food! --

And with that he flips his gun into firing position with a fancy move and blasts away, rapid fire -- Megatron is hit by the blasts and Explodes. His head soars lazily upward and the camera follows it as it continues to speak --

MEGATRON

I hate you...

Cheetor watches. As the sound of the voice fades away, he relaxes, lowering his cannon. He shakes his head jauntily.

CHEETOR

They never learn --

TARANTULAS (VO)

And when will you learn pussy cat.

Cheetor whirls, lifts his gun, peers into: Darkness. A black hole in the middle of a building. Suddenly eight eyes appear in the darkness, glowing malevolently. Cheetor fires wildly into the darkness until his ammo is expended. The only response is:

TARANTULAS (VO) (eerie chuckle) Cheetor steps back warily, And then, another sound, a CLACKING SOUND from behind Cheetor. He turns to see: Scorponok (R) with his right claw pointed at Cheetor. A missile comes straight at us, it suddenly is right in our face and a second before impact --

CHEETOR (SCREAMMM)

SMASH CUT TO: INT. MAXIMAL BASE - TIGHT ON CHEETOR (R) As Cheetor (R) snaps out of his dream.

CHEETOR

Ahhhhhhh!

He is surrounded by darkness. He looks into the darkness and then with a WHOOSHING

SOUND, it lifts and we WIDEN as:

RHINOX (OS)

Good as new.

RATTRAP (OS)

And twice as loud.

Optimus (B) steps up beside Cheetor. We can see Cheetor is in the Repair Module of their base. Rhinox (R) operates the repair equipment. RATTRAP (B) sits beside him, chewing on a piece of wormy fruit. Cheetor looks at Optimus and knows he is NOT happy.

CHEETOR

Hey Big Bot. Uh, what happened out there?

Rattrap spits out half a worm and answers.

RATTRAP

You took a Predacon missile right in the chestplate. Guess you ain't as fast as you thought, eh kiddo.

Rhinox chimes in.

RHINOX

And you got my com-link trashed.

Cheetor looks at Optimus, tries to con him.

CHEETOR

Hey at least I proved it worked.

OPTIMUS PRIMAL (deadly serious)

Rhinox said you reported something about a mega-cannon?

CHEETOR

That's right. It must've blown off their ship in the crash. Scorponok found it, so I catted in and got the drop on him.

Rattrap swallows the last piece of fruit and comments.

RATTRAP

I'd say you were the one got dropped.

Cheetor gets defensive, as Optimus looks on.

CHEETOR

Tarantulas was there too. He got behind me. When I tried to take him out --

OPTIMUS PRIMAL

Scorponok capitalized on your mistake.

CHEETOR

Yeah, I guess so.

OPTIMUS PRIMAL

Rhinox worked on that com-link for a month and he doesn't have the components to build another one. You've cost us an advantage...

CHEETOR

I couldn't let them get away with that cannon.

Rattrap throws another barb Cheetor's way.

RATTRAP

Yeah you took care of that real good kiddo.

Angrily Cheetor whirls:

CHEETOR

Back off RatFace!

Cheetor TRANSFORMS into beast mode.

CHEETOR (con't.)

Or I'll have a little vermin-on-a-stick for lunch. Snarrrl!

Optimus steps in front of Cheetor (B).

OPTIMUS PRIMAL

You back off, NOW!

Cheetor(B) backs off.

CHEETOR

Sorry Optimus, I –

OPTIMUS PRIMAL.

Sorry isn't enough. We're in a war for survival and you treat it like a game. If you had obeyed orders, all this could have been avoided.

Optimus walks away from a very downcast Cheetor and crosses to Rhinox.

OPTIMUS PRIMAL I'm going to call DinoBot in from the perimeter. We'll need his knowledge of the Predacon base to do something about that mega-cannon. Cheetor eagerly calls out to Optimus.

CHEETOR

I can get inside their base. Let me do it Optimus.

Optimus turns to him and speaks coldly.

OPTIMUS PRIMAL

You've done enough.

And with that Optimus exits. Cheetor is crushed.

Rhinox shakes his head, then turns to Rattrap.

RHINOX

I better come up with a plan. If I know Optimus he'll want to move fast.

RATTRAP

Yeah, with me in front. No thanks partner. The pussy cat got us into hot oil. Let him dance into Predacon H.Q.

CHEETOR

At least I'm not afraid to do it.

RATTRAP

That's why you mess up kiddo. You don't have the sense to be afraid.

CHEETOR (irate)

Oh yeah? I'll show you what I have the sense to do motorhead. You and Big Bot!

Cheetor dashes out. Rhinox looks at Rattrap, shakes his head.

RHINOX

Um, Um, Um...

RATTRAP

What -- ?

RHINOX

You know what he's gonna do.

RATTRAP

Aw, he's just grinding his gears. Even he's not dumb enough to disobey the great Optimus again.

RHINOX

Uh huh. Rhinox looks pointedly at Rattrap. Rattrap twitches under his gaze, gives up.

RATTRAP

Okay, okay. I'll stop him. If I can catch him! Sheee- (mutter, mutter)

He exits. Rhinox smiles.

DISSOLVE TO: EXT. EST. - PREDACON BASE - LONG There is much activity, as the mega-cannon is installed. Scorponok(R) and TERRORSAUR (R) lift it into a fresh wall slot, as WASPINATOR (B) supervises. EXT. VOLCANIC TERRAIN AROUND PREDACON BASE

Cheetor (B) is in hiding among some foliage near the base. He looks upward toward the Predacon base. CHEETOR Got to move quickly.

WIDEN as Cheetor breaks for a spot that's out of sight of the Predacons. He makes it and stops. He peers around the corner of a rocky outcropping.

CLOSER as Cheetor peers.

CHEETOR

All I have to do now is wait for the right moment --

WIDE ON CHEETOR As he continues to look up the ground behind him OPENS UP like a trapdoor and Tarantulas (B) suddenly leaps out, grabs Cheetor and drags him underground! There is hideous LAUGH and then a sharp MRRROW of pain and then SILENCE. A beat and the ground closes, as we: FADE TO:

INT. TARANTULAS' LAIR - TIGHT ON CHEETOR (B) Cheetor's eyes are closed. His head lolls on his chest. His eyes start to flicker --

CHEETOR (groan)

Wha -- ?

TARANTULAS (OS) (Soft chuckle)

His eyes open slowly. He sees:

CHEETOR'S POV - TARANTULAS (B) The view is hazy at first, then it clears to show Tarantulas (B), his eight eyes locked on Cheetor. He's still CHUCKLING. His lair is an enormous cavern beneath the volcano. Spider webs are everywhere, as are spiders (some normal, some robotic). Also hanging are large web cocoons. Directly behind him is a control panel which runs the techno device imprisoning Cheetor. It as gauges, dials, winkies, etc.

INT. - TARANTULAS' LAIR We now see the device, a glistening, metal web on which Cheetor is held fast, though he can move his neck and head. The web THROBS and GLOWS, a macabre mechanical heartbeat. Tarantulas (B) steps in.

TARANTULAS

Welcome.

Cheetor is scared but he won't show it. His speech is slower than usual, the effect of the poison bite which felled him.

CHEETOR

Ohhhh brother, you need a maintenance bot badly.

TARANTULAS (soft chuckle) He turns to his control panel, reaches one leg out; touches a pad on it. The THROBBING and GLOWING of the web increases: CHEETOR reacts not with pain but with a sudden gulp as if gasping for air. He pants as if his energy were being sapped (and it is). He struggles to roar but can't. TARANTULAS his eyes glow as he watches a gauge on the control panel rise slowly. He turns to Cheetor.

TARANTULAS

You're in a stasis web. It drains away the energy but leaves the flesh alive. At it's current setting this will take only a few moments --

Tarantulas reaches out a leg, touches the pad again. The THROB and GLOW DECREASE back to the dull heartbeat.

TARANTULAS

But I find a slower pace makes the vital fluids taste so much better.

CHEETOR takes in a much-needed breath, then responds:

CHEETOR

Whoa, you are one space happy spider. (then, big) CHEETOR! Maximize!

And nothing happens. We can kind of hear a faint SFX of gears struggling inside him. His eyes widen in surprise!

TARANTULAS'S eyes glow with pleasure as he scuttles close to Cheetor.

TARANTULAS

I'm afraid the web makes that impossible. Cat you are and cat you stay. And when your energy's gone – I feast.