Film / Transformers: Dark of the Moon

Spoilers for all Transformers Film Series entries preceding this one, including Transformers: Revenge of The Fallen will be left unmarked. You Have Been Warned!

Earth's last stand.

Megatron: Who would you be without me, Prime?
Optimus: Time to find out...

The third film in the Transformers Film Series, released on June 29th, 2011.

In the waning days of the Cybertronian civil war, an advanced Autobot ship called The Ark is presumed destroyed and lost to the void of space. As it so happens, it crashed on Earth's moon in the early 1960's, detected by the human governments and becoming the actual impetus for the Space Race and the Apollo 11 moon landing. This secret was kept hidden from the Autobots despite their close relations, and the discovery of pilfered tech from the Ark at Chernobyl leads to strained Human/Autobot relations.

The truth is the Ark was carrying advanced technology created and safeguarded by Optimus Prime's mentor and predecessor, Sentinel Prime, which had the capacity to help rebuild Cybertron. However, the Decepticons are already involved in dangerous ways, and that same technology could be used to launch a full scale invasion of Earth and bring them under their control.

The final trailer is here.

The film marks Leonard Nimoy's long-awaited return to the franchise ^note He openly asked to participate in the previous film, but Bay couldn't work up the courage to ask him in after twenty-five years - and sadly his final appearance in the franchise before his death in 2015. Likewise this is the last film to feature Shia LaBeouf as Sam Witwicky. He wouldn't participate in the two movies that followed.

Has nothing to do with the theatre play Dark of the Moon, originally written in 1942.

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Who would you be without these tropes, Prime? (Optimus: "Time to find out Megatron.")

• A Lighter Shade of Black: Compared to Megatron, Sentinel Prime is this. He does not hate humanity, just ambivalent toward them, only wants to dominate them to have a work force to restore Cybertron.
• Actor Allusion:
  • At the climax of the film Megatron shouts "This is my planet!", his voice actor uttered a very similar line at the climax of The Matrix Revolutions, screaming "This is my world! My world!".
  • There are a number of references to Star Trek likely due to Leonard Nimoy voicing Sentinel Prime. His reveal as the Big Bad may also be a nod to Nimoy voicing Galvatron in The Animated Movie.
• Adaptational Villainy: Sentinel Prime, though he didn't get much representation in his first appearance in the Generation One universe. His Transformers: Animated counterpart was impertinent and more of a Jerk Jock bully than a friend to Optimus, but not necessarily as evil and cold-blooded as this Sentinel.
• Adaptational Wimp: Megatron. The movie depicts him as unfit for battle and forced to stay out of the battlefield as the damage from his last battle with Optimus back in the second movie's climax cost him one-third of his face and he is now rotting away. Though in tie-in material, he's still a formidable threat to Optimus such as the video game Dark of the Moon and the Universal Studios ride Transformers: The Ride.
• Advertised Extra: Shockwave was promoted as the new Big Bad or at least an important enemy for the movie. He appeared as a one line character with very little screentime.
• Aerial Canyon Chase: The wing suit flyers managed to outmaneuver the Decepticon patrol ships by flying through damaged buildings. Of course due to their size they would be more than capable of fitting into places those ships would not.
• Ain't Too Proud to Beg:
  • Wheeljack/Que, when the Autobots are captured. It doesn't save him from being executed by Barricade.
  • Sentinel, disabled and crawling helplessly on the ground, pleads with Optimus not to kill him, and is then promptly shot in the back of the head with Megatron's gun.
• Alien Invasion: A common theme throughout the films, but DOTM cranks it up to to its logical extreme: massive destruction, innocents being slaughtered by Decepticons, and the US declaring a state of national emergency in the wake of the Decepticons' all-out attack on the planet.
• All There in the Script: Igor, Roadbuster, Topspin and Leadfoot are never named onscreen. However the toy packages, comic books, tie-in merchandise more than make up for that.
• All Your Base Are Belong to Us: The Decepticons take over and trash Washington D.C., with Megatron even sitting on the throne of the Lincoln marble statue before moving on to Chicago and cleansing all the humans inside as a means of setting up a base of operations.
• Always Save the Girl: The only reason Sam goes to Chicago is to rescue Carly, and doesn't seem to care that thousands of people have just been killed by the Decepticons.
• An Arm and a Leg: Sentinel stabs Optimus through his shoulder and wrenches his arm off at the joint.
• Armor Is Useless: Averted, surprisingly enough. Sentinel survives as long as he does once the tide turns because of his shield, and during his duel with Optimus, his helmet saves his skull from being chopped open by Optimus' sword.
• Armor-Piercing Response: Carly uses her diplomatic skills to provoke a demoralized Megatron into helping defeat Sentinel Prime by tell him if he doesn't, he'll become "Sentinel's bitch". He comes within a few inches of killing her before realising the weight of her words.
• Artistic License – Space: When the Apollo 11 landing site is visited, the upper half (Ascent Stage) of the LM is shown. The Ascent Stage is what the astronauts leave the moon in. It should only be on the moon during the mission, not afterwards. Once the astronauts have left the moon, then only the descent stage/lower half should remain.
• Art Evolution: Some of the Autobot designs are slightly altered since the last two films. Notably:
  • Optimus has a wider chest and grill, giving him larger 'abs'. His overall design is more powerful looking.
  • Bumblebee, continuing from the second film, has a more armored robot mode.
  • Ratchet's armor has a darker color scheme so that now instead of being yellow-green, he's Sprite green. Likewise his vehicle mode has similarly been recolored.
  • The Twins had their scenes cut, but had they remained they would have both been recolored black, with the exception of their heads and hands which would have remained green and orange. Likewise Skids' vehicle mode would have been repainted black with green highlights, while Mudflap would have had his vehicle mode changed into the same make as Skids, black with orange highlights.
  • Sideswipe's vehicle mode is now a convertible where he had a hard top in the second film.
  • Soundwave's head is less insectoid, with a more beast-like mouth.
• Artistic License: For whatever reason, when the Autobots land at Tranquility Base, there is a complete Lunar Module shown at the location the Eagle was previously depicted at. The upper stage would have to be missing unless a crew didn't come back or came back in another lander.
• Artistic License – Physics:
  • In a scene where the human protagonists are exploring a building which has had its middle floors blown out, the top half of the building somehow survives tilting drastically to the left without disintegrating.
  • When Cybertron is brought to Earth, it's less than one Earth-diameter away. At that distance, its gravitational field should have torn Earth apart.
• Ascended Extra: Soundwave gets a meatier role here than in Revenge of the Fallen, and is revealed to have played a critical part in the series' backstory. Meanwhile, Ironhide, Sideswipe, and Ratchet get a bit more focus in this film as well.
• As Himself: Buzz Aldrin and Bill O'Reilly.
• As Long as It Sounds Foreign:
  • The Ukrainian director of the Chernobyl power plant is named Aleksei Voskhod. Voskhod is not a valid surname, but a noun that means "rise" or "ascension".
  • When Simmons and Sam go to a bar to interview some former Russian cosmonauts, Simmons says "dosvidaniya", only to learn that it means goodbye.
  • Dutch speaks German with a very nasal French accent.
• Audible Sharpness: Sentinel's sword makes a distinctive noise when swung.
• Author Appeal: Granted the series is about robot cars, but Dylan's exotic car collection clearly reflects Michael Bay's own car enthusiasm.
• Ax-Crazy: Some very rare heroic examples.
  • The Wreckers love killing the Decepticon Mooks, with Roadbuster even proudly claiming, "This is going to hurt! A LOT!"
  • Optimus himself, especially at the end when he wants to avenge the deaths of his fallen brethren Ironhide and Que, which he makes clear towards Driller, Shockwave, Megatron and Sentinel Prime.
• Badass Decay: Invoked with Megatron, who still has the gaping head wound Optimus gave him at the end of the last movie. While he actively participates in the major battles in the past and future movies, here he sits out and watches the fighting from afar in order to avoid exacerbating his already-severe injuries. Until Carly convinces him to help defeat Sentinel.
• Badass Normal: Evident through all the movies as human soldiers can actually hold their own against the Decepticons, but this film takes it to the logical end-point. The Autobots are still the best option against the 'Cons, but the soldiers were shown training on how to fight them properly early on in this film. Thus you see them sniping out their eyes to blind them, planting grenades on their feet to disable mobility and then just peppering them with support fire to keep them disoriented. It is surprisingly effective. For better or worse, the human soldiers actually have slightly more screentime fighting Decepticons than the Autobots do.
• Batman Gambit:
  • The Decepticons: Once the Autobots discovered the existence of the Ark, they would travel there and find Sentinel. Since only Sentinel can control the Space Bridge, the Decepticons would need Optimus to use the Matrix on Sentinel, in order to bring him back to life. Once back, Sentinel would only have to wait until the right moment to betray his friends, and take the pillars back for the Decepticons.
  • The Dreads' attack also serves a similar purpose: With NEST alerted to the Decepticons' presence in the city, Lennox would have to mobilize his team to search for any incoming 'Cons. This would leave NEST's base mostly undefended, allowing Sentinel to easily take the Space Bridge back.
• Battle Butler: Dutch
• Been There, Shaped History:
  • Shockwave caused the Chernobyl incident.
  • The film ties the 1969 Apollo 11 manned moon landing to much of its plot. The US Government was said to have been determined to reach the moon having detected the Ark's crash on the Moon while already competing with the Soviets in the Space Race.
• Beethoven Was an Alien Spy: Played with. Buzz Aldrin and Neil Armstrong were astronauts, and they did explore the moon's surface. The part no one knows is that they were also simultaneously on a mission to explore the ruins of the Ark.
• Beware the Silly Ones:
  • The Wreckers are three foul-mouthed and irascible 'bots whose robot modes look like stereotypical NASCAR fans and are described point-blank by Mearing as "assholes". Yet they're incredibly vicious in battle, tearing a Deception mook limb from limb at one point and sporting lots of weapons on their vehicle modes.
  • Dutch is the Funny Foreigner who's an awesome Sealed Badass in a Can.
• Big Bad Duumvirate: Sentinel Prime and Megatron, until Carly convinces Megatron that he's going to be "Sentinel's bitch". When Megatron hears this, it does not bode well for Sentinel.
• Big Bad Wannabe: After Carly's conversation, Megatron starts mercilessly ripping Sentinel apart and tries to assert that he is in control... and inadvertently allows Optimus to kill them both... Well, it wasn't permanent for Megatron, anyways.
• Big Damn Heroes:
  • The film's actually been criticized for doing it a little too much. Pretty much every time any Autobot gets into battle, it's by entering the fray to rescue someone else, usually followed by them being saved by someone else doing it.
  • A notable example is the film's final battle, where Megatron fires at Sentinel Prime to stop him from killing Optimus. Unfortunately for him, Optimus kills him two minutes later. Poor Megs.
• The Big Damn Kiss: Sam and Carly make out upon reuniting after the battle of Chicago is finally over.
• Bittersweet Ending: Although Optimus Prime ultimately does save the day killing both Sentinel and Megatron from going with plans to enslave humanity to rebuild Cybertron, the losses are so heavy for the Autobots and humans that it can be considered a Pyrrhic Victory. Ironhide and Que were killed off, the destruction of Cybertron means the surviving Autobots are permanently stranded on Earth, suggesting that the Transformers race will likely be extinct in the long run. Meanwhile, human casualties are in four digits.
• Blood Knight: Sideswipe, though not played with much. He certainly seems to be having fun when tag-teaming with Ironhide. Similarly, Mirage/Dino really enjoys fighting, making him a more visible example. He's never seen in battle without a happy grin.
• Body Horror: Megatron's gaping head wound; there are even tiny robots (either Cybertronian maggots or medical 'cons) crawling around in it.
• Boisterous Bruiser: All of the Wreckers.
• Boom, Headshot!: How Optimus kills Sentinel. He fires two blasts from Megatron's fusion shotgun.
• Broken Pedestal: Before his Face–Heel Turn, Sentinel Prime was Optimus' mentor. Optimus credits his Catchphrase "Freedom is the right of all sentient beings" to the guy.
• The Bus Came Back: Barricade is back from the first movie. Because Michael Bay never gave an explanation for why he went missing after he was last seen on the highway in the first movie's ending, some tie-in material writers tried to say that Optimus fought and defeated Barricade.
• The Cameo: The real-life Buzz Aldrin appears in the movie and converses with Optimus Prime.
• Call-Back:
  • Soundwave mimicking Jazz's breakdancing move from the first movie when he reveals himself.
  • Similarly, Simmons reverting to pronouncing Sam's name as "Witwickedy" at the start of the Chicago invasion, despite having gotten it right before now.
  • The private jet seen in the NEST hanger as the deportation of the Autobots is announced has an almost identical registration to Blackout's Pave Low form in the first film. Blackout's reg is 4500X, while the jet's is the same with one extra letter. Coincidence?
  • A rather jarring one: In the first movie, Ironhide complains about getting rusty after Sam's chihuahua uses him for a fire hydrant. He becomes the first (and in the theatrical cut, only) victim of Sentinel Prime's Cosmic Rust cannon.
• Casting Gag:
  • Patrick Dempsey as a character who collects, restores and races antique race cars. The actor is a NASCAR and Daytona racer in his spare time.
  • Sentinel Primes reveal as the Big Bad could count as Leonard Nimoy voiced Galvatron in The Animated Movie.
• Celebrity Paradox: Clever foreshadowing though it may be, you would think Wheelie, Brains, and/or Bumblebee would have noticed that Sentinel Prime sounds exactly like Spock, for some reason.
• Chekhov's Gun: The rocket launcher. Intended to be used to destroy the control pillar, the Driller attacks before it can be fired. It is left unused until the climactic battle with Sentinel Prime, where it's used to disarm him of his Cosmic Rust cannon.
• Chekhov's Skill: NEST soldiers are shown training with Bumblebee on the best course of action a human can do when combating a robot. This comes into play in the climax.
• Children Are Innocent: A young girl unsuspectingly lets in Laserbeak who is disguised as a pink mini Bumblebee into her house. Laserbeak then murders her and her parents.
• Chuck Cunningham Syndrome:
  • Sort of. The AllSpark isn't mentioned at all, and the Matrix seems to have taken its place. Possibly justified; other material explains that the Matrix is sort of a replacement for the AllSpark, if probably not as powerful.
  • Jolt, Arcee (any of them) and the Twins are simply not in the movie. Jolt at least got a comic issue that explains his absence... killed by Shockwave before the movie began.
  • Arcee and her sisters were in that same comic and also destroyed.
  • Sentinel Prime was shown killing the Twins in the DOTM comic book adaptation.
• Closer than They Appear: When being pursued along the highway by the Decepticon Dreads.
• Continuity Nod: A job interviewer asks Sam: "Why was the FBI after you again?" Sam has to explain how it was during "That whole alien craziness." He also comments that his record's been expunged, as part of the President's way of thanking him for all he's done with the Autobots.
• Contrived Coincidence: Subverted. The company Sam gets his job at just happens to have a number of people either connected to the Moon Landing or with the Decepticons. This connection happens to include Dylan Gould, Carly's boss and the guy who got him the job, before it's revealed that it's not a contrived coincidence — he got Sam the job so that he could spy on someone close to the Autobots.
• Conveniently Empty Building: Subversion with the glass building that the Driller destroys to get to Sam, Carly, and Epps' team. You frequently see people inside before it breaks through.
• Crouching Moron, Hidden Badass: All you really know about The Wreckers is that they are mechanics and are not allowed to travel because "They're assholes." Considering what happens when they later get some combat action, it's likely they aren't allowed to travel because they also don't have any sense of subtlety. They are the bruisers of the Autobots and are sent on those missions that no one else wants to take.
• Cruel to Be Kind: After being effectively kicked off Earth and barely getting out of a surprise attack, the Autobots allow Chicago to be decimated to make a point to humanity about their folly in removing their greatest asset in preventing that destruction.
• Curse Cut Short:
  • Of the Hard Cut variety. Wheelie and Brains find themselves trapped aboard a Decepticon cruiser.
    Brains: This is a total clusterf—
  • When Sam's parents find out about Carly (temporarily, it ends up) dumping him, Judy calls a "family meeting". As she continues with increasingly outlandish reprisals and "advice" at same ("It's called 'She Comes First'. There's some killer shit in this book", etc.), Sam at one point yells "What the f— MOM!!!!"
• Cyber Cyclops: Shockwave. He's got one eye. It glows. It's red. And he's giant mecha to boot. Nails this trope in every way imaginable.
• Darker and Edgier: Being the third movie of what was intended to be a trilogy, this is to be expected (Dark is quite literally in the title). In the first 2 films, while there were obvious casualties, they were barely shown. In this film, you not only get to see Laserbeak murder people (as well as a family), you also get to see Chicago destroyed and people practically vaporized. The Family-Unfriendly Death quotient even seems a bit darker. It is undoubtedly the darkest and most violent of the first three films, and arguably still takes the crown within the Michael Bay's Transformers quintology. Michael Bay openly stated he wanted this movie darker and more dramatic than the first two movies. Even the concept art has a much gloomier atmosphere to it.
• Darkest Hour:
  • The Autobots are seemingly dead, Chicago (and, presumably, other major world cities) are taken over by Decepticons, and surviving civilians are being organized into a labor force to rebuild Cybertron. Sam even drives through the devastated Chicago, seeing civilians running in fear, or dropping to the ground without hope, while Decepticon ships float ominously over the city.
  • There is then another one. The pillars have been activated, Optimus is immobile and the Wreckers are trying to free him, the NEST soldiers are pinned on the wrong side of the river, and the remaining Autobots have been taken prisoner. The Decepticons then decide to kill the Autobots, staring with Que. They then decide to kill Bumblebee, fortunately things turn around.
• Deal with the Devil: Sentinel Prime Lampshades this when he said that for the sake of Cybertron's survival, he had to make a deal with Megatron.
• A Death in the Limelight: Ironhide gets an entire fight scene where he is constantly named by Sideswipe, just before he's killed off as the Sacrificial Lion of the film.
• Demoted to Extra: After having prominent roles in the previous two films, Sam's parents only get three scenes in this film, one of which is a flashback to shortly after the second film's events.
• Despair Event Horizon: Upon seeing what has become of Chicago, the ex-NEST soldiers refuse to go in, and Epps declares that the fight is over. They've lost. It goes even further when a Decepticon fighter swoops down for some "fun" (re: killing defenseless humans). And then Optimus Prime shows up, shoots down the fighter, and more or less pulls everyone out of the DEH.
• Did You Just Punch Out Cthulhu?: Sam kills Starscream.
• Don't Make Me Destroy You: Sentinel gets met with violent resistance by Optimus for his betrayal of the Autobots, and in their fight during the arrival of the Decepticons in Washington D.C., Sentinel gains the upper hand in battle and orders Optimus to stand down.
  Sentinel Prime: (points his blade and rust gun at Optimus) Let the humans serve us, or perish! You're lucky I didn't kill you. In time, you'll see.
• Don't You Dare Pity Me!: Megatron responds this way to Starscream regarding his damaged state. Then again, it was Starscream, so it's not a sincere statement of sympathy.
  Megatron: Spare me, you fatuous sycophant!
• Double Tap: How Optimus finishes Sentinel.
• Dramatic Sit-Down: Many bystanders are shown to be standing in shock or sitting dejectedly after Chicago's invasion by the Decepticons and even Epps and NEST soldiers gave up and declared the fight over. Sam has a Heroic BSoD as well. They fortunately snap out of it when Optimus and the rest of the Autobots came back.
• Dude, Where's My Respect?: Sam spends much of the first part of the movie complaining about how he has been shut out of the war despite having saved the world twice.
• Earn Your Happy Ending: Which the sequel completely negated. But overall Dark of the Moon did not end very happily: Ironhide and Que are dead, at least 1,200 humans perished in the battle of Chicago, Cybertron's destruction all but seals the Transformers' fate to a slow extinction, and Optimus' faith in mankind has shattered from how quickly they expelled the Autobots and surrendered to Sentinel, not to mention the emotional scars he'll develop after murdering his brother and father in cold blood. The upside here is that everyone else survives; Megatron, Starscream, Shockwave and Sentinel are dead, and the invasion force were killed with Cybertron; with the Decepticons effectively decapitated, the War is all but over. Even Sam manages to earn some respite at the end, being recognized as a hero for his actions, and finally scores with Carly.
• Earth-Shattering Kaboom: At the end of the film, Cybertron collapses in on itself when the Autobots destroy Sentinel's Space Bridge.
• Elites Are More Glamorous: The Special-Ops NEST has returned, Navy SEALs show up in Chicago, and Carly's brother is shown to have been a member of the British SAS. Another military group, possibly the National Guard, join the group as well.
• Elite Mooks: The three nasty Decepticon warriors that engage in the highway battle, called the Dreads in other material.
• Enemy Mine: Megatron saves Optimus from being killed by Sentinel Prime during the final battle (whether or not this was truly intentional is unknown). Optimus then kills both of them very quickly. However, the novelization has both work together to kill Sentinel before Megatron announces his intention to sue for peace.
• Et Tu, Brute?:
  • This happens to the Autobots when Sentinel Prime kills Ironhide.
  • Sentinel himself runs afoul of it later, courtesy of Megatron.
• Even Evil Has Standards:
  • Sentinel turns on Megatron upon realizing the latter's true intentions... right before executing his own plan the way he intended to.
  • Dylan tells Soundwave to refrain from using his tentacles on Carly.
• Evil Cannot Comprehend Good:
  • During Optimus's final fight with Sentinel:
    Sentinel: Optimus, you forget your place. I bring you Cybertron, your home! And still you choose humanity!
    Optimus: [draws out Energon Axe] You were the one who taught me that freedom was everyone's right.
  • One way to interpret Megatron's and Optimus' final confrontation. Megatron didn't think Optimus would kill him, as Optimus needs his archenemy to fight against.
    Megatron: Who would you be without me, Prime?
    Optimus: Time to find out...
• Evil Counterpart: In a way, Dylan is this to Sam. Both of them were dragged into the Cybertronian war because of something a relative of theirs did (Sam's Great Great Grandfather found Megatron, while Dylan's father took Soundwave and Laserbeak in as "clients"), and both having a Cybertronian as their partner (Bumblebee for Sam, and, in Dylan's case, Soundwave).
• Evil vs. Evil: Sentinel Prime and Megatron turn on each other as the two start fighting over who should be in charge of the Decepticons, or who should have the highest rank at the very least. As Megatron is too vulnerable for battle following his scars from the second movie, Sentinel threatens to tear off what remains of his head if Megatron dare challenge him for leadership. Carly wants the two to kill each other, so she goads Megatron into getting off his ass and not take that kind of shit from Sentinel.
• Explain, Explain... Oh, Crap!: Sam and Simmons when they find out who the Decepticons are after.
• Expy: Dylan is essentially a younger version of Generations One's Shawn Berger, along with elements from his episode, such as the Autobots apparently leaving earth on a rocket.
• Eye Scream:
  • Starscream got his optics impaled by Sam, twice and so he goes blind.
  • Snipers lead off the humans' counterattack by shooting out the Decepticon Mooks' optics also (Barricade included).
  • Optimus also angrily rips out Shockwave's eye demanding the latter die.
• Face–Heel Turn: Sentinel Prime. He went insane from the war's devastating toll on Cybertron.
• Faking the Dead: The Autobots do this when they realize Sentinel Prime's demand for them to leave Earth is a trap. They send the ship up with no one on it, storing away in one of its booster rockets that separated. Starscream destroys the ship and everyone believes them dead, allowing them to take the Decepticons by surprise.
• Fallen Hero: Sentinel Prime who made a deal with Megatron to restore Cybertron. To say Optimus is not happy about hearing this revelation would be an understatement.
• Family-Unfriendly Death:
  • Highlights include Ironhide getting shot in the back with a Cosmic Rust cannon and crumbling into dust as he writhes in agony, Laserbeak murdering humans left and right, Megatron's head getting split with an axe before being yanked free of his body with his spine still attached, and finally, Sentinel Prime being shot in the face while he's down, gangland execution-style.
  • Que/Wheeljack's death, execution-style. Complete with rolling severed head. And before he was executed, he begged for his life.
  • There is also Starscream being blinded when both of his eyes are ripped out and then his head is blown up by a grenade dropped into one of his now empty eye sockets, Soundwave having Bumblebee's arm cannon shot up through his chin and out the top of his head, and Shockwave becoming the newest member of the "Decepticons whose faces have been ripped off by Optimus Prime" club.
  • Then of course, there's the Wreckers tearing a helpless Decepticon limb from limb.
  • Decepticons KILLING HUMANS. You see corpses of people who were probably commuting on their way to work in train carriages. Humans being skeletonized by Decepticons.
• Fanservice Extra:
  • A Latino lady at Sam's office, who's wearing something revealing just because.
  • Like in the last movie, every female character except Sam's mother and Mearing is gorgeous and wearing skirts and dresses two sizes too small for them.
• Fantastic Racism: The movie plays the Fantastic Racism up more than the previous films, with the Decepticons planning on enslaving the human race to rebuild Cybertron.
• Felony Misdemeanor: At Sam's job, it is a VERY bad idea to bring anything red into the Yellow Floor, as one unfortunate employee found out.
  Bruce: [It's] total anarchy in here!
• Foe-Tossing Charge:
  • Optimus cuts down about a dozen Decepticons before going up against Shockwave in Chicago.
  • The dreads flip just about every civilian car in reach as they run down the highway. Some are intentionally tossed aside, others are flipped as their arms happen to motion into them.
• Foreshadowing: Lots of it to Sentinel Prime being a villain, some quite subtle:
  • In the first scene at Sam and Carly's apartment, Wheelie watches an episode of Star Trek: The Original Series and states "I've seen this one. This is the one where Spock goes nuts." Sentinel Prime (voiced by Leonard Nimoy) has his Face–Heel Turn over an hour later.
  • Sentinel accidentally attacks Optimus in a fit of hysteria immediately after he's jarred out of the coma he had likely been in for thousands of years. Then he starts attacking Autobots intentionally.
  • Mearing turns out to be right about Sentinel's pillars being used to bring through an invasion army.
  • Sentinel's vehicle mode is a fire truck. In the first film all Decepticons were public service vehicles (with the exception of Megatron) — military, construction, police, etc. The Autobots were regular private civilian cars (except for Ratchet, who was an ambulance).
  • Carly's car having a "deep, throaty engine," being Soundwave and voiced by Frank Welker.
  • When we first see Soundwave, it's apparent that he has reformatted to a more terrestrial form. Specifically, Carly's new car.
  • Early in the film, Voshkod, when the NEST team is inquiring why he isn't wearing a radiation suit (They're at Chernobyl), comments that it wouldn't matter either way before quickly keeping quiet. Voshkod later rushes to the car and is then killed by Laserbeak, the reason why he silenced himself earlier.
• Freudian Trio: The Cybertronian faction leaders.
  • The McCoy: Megatron. The bitter resentment he feels over being reduced to "Sentinel's bitch," as Carly said, makes him that much easier to provoke into betraying Sentinel during his battle with Optimus rather than guard the Control Pillar. This gets him and Sentinel killed and Cyberton destroyed.
  • The Kirk: Optimus. Exists midway between the ideologies of the other two.
  • The Spock: Fittingly enough, Sentinel. Willing to to do whatever it takes Including siding with the Decepticons to rebuild Cybertron. As he puts it:
    Sentinel: The needs of the many outweigh the needs of the few.
• Funny Background Event: Roadbuster loudly ranting and cursing out the NASA workers as the other Autobots prepare to leave Earth aboard the Xantium.
• Girlfriend in Canada: Dutch claims to have one named... India.
• A God Am I: Sentinel Prime shows this attitude after his Face–Heel Turn, bemoaning that they used to be gods on their planet, once the galaxy's crown jewel, but the humans view Cybertronians as mere machines. As soon as it looks like his plan is succeeding, he declares Earth to be their planet and that they were gods now.
• Going Down with the Ship: Wheelie and Brains. Though as the next movies show, they survived.
• Grand Finale: Before Michael Bay changed his mind and went on to make two more, this movie was intended to be the third and final film of Michael Bay's Transformers franchise, and it clearly shows in the third act. The Decepticons (and Sentinel Prime) finally launched an alien invasion, beginning a lengthy battle that laid waste to Chicago. The Autobots and their human allies fought back and killed off all the major Decepticons, including Megatron, Starscream, and Shockwave, while Optimus Prime executed the Big Bad for his betrayal. With Cybertron destroyed, the surviving Autobots had no choice but to make Earth their permanent new home.
• Gunship Rescue:
  • Single pilot attack vehicles feature prominently in the climatic battle, some of which are stolen by the good guys.
  • Optimus Prime makes use of a Jetpack with BFG weapons to be his own gunship coming to the rescue several times.
• Gutted Like a Fish: Happens twice.
  • In the final battle, Optimus punches Shockwave with enough force to blow his abdominal cavity out.
  • Megatron shoots Sentinel twice in the back before throwing him into the bridge, punching and kicking him in the head, then grabbing him by the midsection and tearing a chunk out.
• Heel–Face Turn: Megatron at the end of the novelization, when he helps Optimus defeat Sentinel once and for all and then announces his intention to sue for peace.
• The Hero Dies: Sentinel Prime kills Ironhide at the movie's midpoint, and later on Que is dealt a killing blow by Barricade. The comic book even depicts Dino getting his head ripped off by Soundwave.
• Heroic BSoD:
  • Sam has one when the Xantium is destroyed, presumably killing the Autobots with it. Fortunately, they survived.
  • Various citizens in Chicago are shown standing speechless, or sitting dejectedly in the aftermath of the Decepticons' takeover of the city.
• Hidden in Plain Sight:
  • Of course a natural part of Transformers, but with the world aware of their existence the Autobots at least are less careful about showing their true colors, specifically the Wreckers (sporting weaponized NASCAR vehicles as their natural alternate mode). The highway battle has them cutting loose between their "stealth force" weaponized vehicle form and robot modes as necessary. This does come into play with Soundwave as Carly's car.
  • The NEST base in the middle of Washington DC appears to be a Health and Human Services building.
• Hoist by His Own Petard:
  • Optimus brings back Sentinel for info on the pillars... and then Sentinel turns on the Autobots, having made a deal with Megatron.
  • At the end, Dylan Gould, after reactivating the Control Pillar, is himself killed by Sam Witwicky when the latter causes him to lose his balance.
  • In the novelization, Sentinel's Cosmic Rust cannon is used against him by Optimus.
• Hypocritical Humor: Subverted with this exchange. Simmons is now a millionaire with a mansion, having made money writing a tell-all book in the wake of the Autobots' rise as a political hot topic.
  Simmons: [as Carly drives away in her Mercedes] How can she afford that car?
  Sam: Her boss.
  Simmons: [disgusted] Rich bastards! I used to hate 'em, but now...
• I Did What I Had to Do: An injured Sentinel tries apologizing to Optimus, begging him to understand why he's done what he felt he had to do. Though this is really just Sentinel pathetically begging for life and trying to talk Optimus out of executing him.
  Sentinel: Optimus, all I ever wanted was the survival of our race. You must see why I had to betray you...
  Optimus: You didn't betray me. You betrayed yourself.
  Sentinel: NO, Optimus!
  [Optimus shoots Sentinel with Megatron's fusion shotgun]
• The Igor: Igor, Megatron's gluttonous servant, who seems to be comprised of the leftover parts of the Constructicon Long Haul.
• I Just Want to Be Special: Sam, especially during his frustrating job hunt.
  Sam: The Autobots are off saving the world and I've organized four binders.
• I'll Kill You!: Sam to Dylan Gould, when the latter kidnaps Carly to force his cooperation.
  Sam: I'll kill you. You have my word.
• Ink-Suit Actor: A twofer: Sentinel's face was modeled after Sean Connery, while his facial expressions are copied from Leonard Nimoy, who provides his voice.
• In-Series Nickname: Jerry Wang introduces himself as "Wang, Deep Wang."
• In the Hood: Megatron covers his face with a tarp due to the injuries sustained at the end of ROTF carrying over in his reformat.
• It's All My Fault: Optimus blames himself entirely for Sentinel's betrayal, the Decepticon invasion (or more specifically, that he was unable to prevent either one) and the destruction that resulted from each.
• It's Personal: Dylan orders Soundwave to execute their Autobot prisoners (Bumblebee included) because he's angry at Bumblebee for almost killing him and in the DOTM comic book, he complained about his apartment being trashed by Bumblebee opening fire.
• It's Raining Men: How Lennox's NEST forces insert into Chicago. It doesn't go exactly as planned, since they jump from Ospreys as they're damaged and out of control. And after seeing them on TV, Michael Bay wanted to go one better than just parachutes: they fly around the city in wingsuits.
• Jerk with a Heart of Gold:
  • Charlotte Mearing may give the Autobots (and Sam) a hard time, but unlike Galloway she clearly does have some respect for them, apologizes to Sam for dismissing his claims and is ultimately there to assist them during the final battle.
  • The Wreckers are described as "assholes," and don't get along well with humans. However, they ultimately stay behind to help the Autobots fight off the Decepticons; Leadfoot even tells Sam "We ain't going nowhere."
• Jumping Off the Slippery Slope: Sentinel Prime did this a long time ago when he decides that nothing would stop him from ensuring Cybertron's survival.
• Karmic Death:
  • Dylan reactivates the Control Pillar to bring Cybertron near Earth, under the pretense that the Decepticons would spare him once they win the war. Sam later whacks him with a metal bar, causing him to lose his balance, and eventually collide with the Pillar's energy beam, electrocuting him to death.
  • Sentinel Prime boasts of his superiority over humanity, and how his status as a Cybertronian and a Prime practically make him a god. His final moments have him kneeling on the ground, heavily damaged, and begging for Optimus to understand why he sided with Megatron.
• Knight Templar: Sentinel Prime goes along with the 'cons to have Cybertron rebuilt, but doesn't mind using humans to do so for him.
• Kubrick Stare: Dutch a few times.
• Lampshade Hanging: Done by Epps when, upon seeing the Driller, he asks, "Why do the Decepticons always get the good shit?!" In most incarnations, the Decepticons often have the largest and most brutal weaponry and robots on their side, while the Autobots for the most part just have themselves.
• Last-Second Chance:
  • Optimus keeps trying to reawaken some of the old Sentinel Prime in his mentor, but fails, forcing Optimus to execute him.
  • Sam also tries to reason with Dylan during their final fight and convince him to stop helping the Decepticons. Dylan likewise doesn't listen and is ultimately electrocuted for it.
• Leaning on the Fourth Wall:
  Mr. Witwicky: "I will follow you till the end of time." It's sappy, right? Like in a bad sci-fi movie...
• Let's Get Dangerous!: From the beginning of the series Sam has spent his time running from the giant robots. There comes a time in the climax where he decides he has had enough and uses some of Wheeljack/Que's weapons to kill Starscream.
• Literal Disarming: Happens to Optimus during his battle with Sentinel at the climax.
• Living MacGuffin: Sentinel Prime. The Decepticons' whole plan was for Optimus to reactivate him, since Sentinel is the only one who can work the teleporter. They aren't going to kidnap him, however; he's actually a traitor.
• Lost Technology: The Space Bridge Pillars that Sentinel developed. A more recent invention from the original Space Bridge the Primes used, it can open gates between two different locations, and, if hundreds are used right, can transport an entire world from its original location to another.
• Macross Missile Massacre:
  • An unusually long-ranged version launched by the humans in the climax, using cruise missiles from naval vessels once they were able to acquire targets inside the ruins of Chicago.
  • The missile fired after the ship carrying the "pillars" from Cybertron opens up and releases a dozen or so smaller missiles.
• Machine Blood: This is the first film in the series where the Transformers are shown having any kind of blood, and the animators really went all out with the fluid simulations, with the Transformers retching up or bleeding brightly colored fluids several times during the film. The scene that takes the cake is Megatron's death. He gushes a luminescent blue liquid as Prime hacks at his chest with his axe, then a spurt of red ooze erupts from his neck after Optimus wrenches his head off
• Made of Iron: The humans in this movie, and Sam especially, take way more punishment than a person should and show no ill effects from any of it. A particularly pronounced moment is when Sam fires a grappling hook type device into Starscream and spends the next 2–3 minutes of the moving being tossed around, smashed into walls and Starscream. Once he is finally released he doesn't seem to have broken anything, and has no problems whatsoever using the arm that should have been ripped off (or at least dislocated). Perhaps the climactic example of Sam seriously growing a pair in this film.
• Masking the Deformity: Megatron wears a shawl over his face as an improvised mask after half of it was blasted off during the climax of the previous film. He partially wears it to keep dirt and other contaminants out of the wound, as he's seen undergoing slow repairs before events of the film keep him too busy to continue treatment.
• Mexican Standoff: Explicitly named as such by Sideswipe when Crankcase and Crowbar confront him and Ironhide. They attempt a peaceful cease-fire, which lasts a whole 5 seconds.
• Mighty Roar: The Decepticons roar victoriously when the Pillars begin to bring Cybertron near Earth.
• Monumental Damage: Megatron and Starscream storm the Lincoln Memorial before the former blasts away Lincoln's statue so he can sit on the throne. Igor starts chewing on Abe's head.
• Motile Vehicular Components: In keeping with the Transformers themselves, the Decepticons' fighter craft are constantly reconfiguring and rearranging their components and parts of their components to suit current needs — guns, engine pods, and even cockpits all flipping around and changing positions, sometimes in bizarre and dizzying ways.
• More Dakka:
  • The trailers for the third movie reveal that the Autobots get a substantial weapons upgrade. The gimmick of the third movie toy line, Mech Tech, is devoted to this trope, as the new figures have huge gimmicky weapons and attachment points for weapon accessories of other figures.
  • During the climax of the film, humanity's contribution to the fight is concentrated, precision application of More Dakka. It works very well.
• Ms. Fanservice: Carly. She's portrayed by a Victoria's Secret model with no previous acting experience, and her very first appearance is a tracking shot of her bikini-clad ass.
• My God, What Have I Done?:
  • Subverted. Dylan sees the destruction the Decepticons unleash on Chicago, and is clearly shocked by it. However, when Carly comments that the Decepticons probably forgot to mention this part of their plan to him, he simply retorts with "What? Do you think I'm in every meeting?" before whispering to himself that he's safe where he is.
  • The look on Optimus's face after Sentinel reveals himself as a traitor and destroys NEST's base has this trope written all over it. Made even worse when Secretary Mearing calls him out on it.
• Mythology Gag:
  • The Decepticon patrol fighters have rotating engines and weapons that act like articulated limbs — a subtle nod to some of the toy designs in the '90s (eg. Pretenders), which basically "transformed" from robots to vehicles with limbs.
  • Carly's name itself is a reference to Spike's girlfriend/wife in G1. The only difference being that this Carly is British with a ringing English accent while the G1 Carly is American.
  • Megatron has sat on the throne of Abraham Lincoln before in the G1 episode "Atlantis, Arise!" albeit in the cartoon he gently placed the Lincoln statue on the ground (which isn't plausible given that the Lincoln statue was built onto the chair) while here he just blasts away Lincoln and leaves Igor to chow on Abe's head.
  • Que's grappling hook nearly kills Sam when he's unable to get it off, and his spike-bomb gives out before Sam could use it on the control pillar — Que is based on Wheeljack, whose inventions were known to fail in a more incendiary manner.
  • The Decepticons want to use a Space bridge to transport Cybertron to Earth so they can harvest our resources? That's a Whole-Plot Reference to the original The Transformers cartoon three-episode story, "The Ultimate Doom"!
  • The Decepticons have a willing human ally? They manage to get the Autobots booted off the Earth? They arrange for the "accidental" destruction of the Autobot's ship? DOTM, or the G1 cartoon two-parter "Megatron's Master Plan"?
  • Interestingly, a similar adaption of "Megatron's Master Plan" was used near the end of Titan Comic's alternate timeline comic story based on the first film, prior to it being rebooted for the then-new Transformers: Revenge of The Fallen.
  • The Driller's structural design is essentially an all-mechanical version of the Transorganic energy-leech from season 3 of Generation 1.
  • Starscream has his eyes put out by a tiny human and staggers around blind, wrecking things. Ironic, because that's more or less what G1 Starscream (or at least his ghost) did to Metroplex in "Ghost in the Machine".
  • During the film's third act, Shockwave attacks Optimus with the latter in vehicle-mode, knocking off his trailer in the process. The original G1 series notoriously had Optimus' trailer suddenly disappear whenever he turned into a robot, and spontaneously reappear out of nowhere when he turned back.
  • Believe it or not, Optimus slaughtering an entire battalion of Decepticons during the final battle is a reference to The Transformers: The Movie, that being the famous “You Got The Touch” sequence.
• Near-Villain Victory: Sentinel was mere seconds away from killing Optimus before Megatron intervened; had he been late, Optimus would lie dead and the fight would have shifted into one of Decepticon leadership between Sentinel and Megatron. Granted most other Autobots would still be alive, but they'd very likely be beaten easily by whomever won the right to command the Decepticon army.
• Never a Self-Made Woman: Carly's position with Dylan's company. Though she was formerly a part of the British Diplomacy, but that originates from the highly military-filled family.
• Never Trust a Trailer: The trailers have Optimus telling Sam "From here, that fight will be your own," before cutting to the final battle with Epps and co. running from the Driller, implying that the Autobots leave the humans to fend off the Decepticons on their own. In the actual film, Optimus does indeed say this, but it's all part of a ruse to convince the 'Cons that they actually are leaving, in order to spring a surprise attack later on.
• Nice Job Breaking It, Hero:
  • As repeatedly stated in the film itself, Sentinel Prime is the sole person who can actually make any use of the Space Bridge pillars. Also, the only thing that can revive Sentinel is the Matrix of Leadership, which only Optimus can use. The entire diabolical plot with the pillars never would have come to fruition if Optimus had simply stayed away from the moon and let Sentinel wither away in his Energon coma. Optimus laments that fact.
  Optimus: I told your leaders whom to trust. I was wrong.
  • Optimus and his allies pretend to follow the Decepticons' instructions to leave with the intention of returning afterwards to launch a sneak attack and save the humans. But the Decepticons end up slaughtering tons of humans in order to push humanity into a global Despair Event Horizon. He knew they couldn't be trusted and that they'd backtrack their promise to not harm humanity, but turns out that harming humans was their entire MO. When Optimus returns, he's clearly pissed.
• No Endor Holocaust: A portion of the skeleton left of Cybertron is teleported into Earth's orbit. While it is eventually destroyed, countless humans should have been killed from the tidal waves and earthquakes caused by Cybertron's enormous mass so close to Earth. The Decepticons wanted to use humans as slaves to rebuild Cybertron. Such effects are never seen or mentioned. Though it could be handwaved as a safety measure Sentinel Prime built into the bridge that keeps gravitational forces from pulling the bridged locations apart.
• No Good Deed Goes Unpunished: Optimus's act of restoring Sentinel with the Matrix was done out of trust and compassion. Sentinel Prime then goes on a roaring rampage of recollecting the pillars which starts by backstabbing and terminating Ironhide, delivering an entire army of Decepticons through a portal and warns Optimus to stay away from him brutally beating him down to the ground and at the end decides to kill Optimus.
• No-Holds-Barred Beatdown: Optimus at the end as he beats the fuck out of Shockwave and orders him to die.
• Noodle Incident: Obviously, something went down in Quantico.
  Mearing: If you ever say a word to anyone about what happened that night in Quantico, I'll cut your heart out.
  Simmons: You already did.
• No Ontological Inertia: When the controller pillar is destroyed, the half-transported Cybertron collapses on itself. When the pillars are stalled/stopped, it is shown that Cybertron is fine and stable, albeit with a bit of a non-damaging Portal Cut. This could be attributed to the fact that the first time it was just turned off, the second time it was actually destroyed.
• Off with His Head!:
  • Bumblebee sprays Hatchet with a hail of machine gun bullets as Dino uses anchored blades to hurl Hatchet into an incoming driver - the collision hard enough to decapitate Hatchet.
  • Que's head falls off after Barricade gives him a fatal blow.
  • How Optimus finally takes down Megatron. By hooking his axe into his head, and yanking it off, a good chunk of his spine still attached.
  • In the comic book novelization, Soundwave tore off Dino's head with his bare hand.
  • Also see Your Head A-Splode below.
• Oh, Crap!:
  • Carly, in front of Sam's boss, the boss of the Yellow floor, bringing Sam a Red cup filled with Red Vines. And saying Red is his favorite color. Oh. Crap.
  • The team in the building[note]Sam, Epps and Epps' men[/note] all have this reaction when they notice the Driller attacking the building.
• Old Soldier: Sentinel Prime. Even after being in a coma for over one thousand years, he's still perfectly capable of taking on the whole Autobot team, without breaking a sweat.
• Ominous Floating Spaceship: Decepticon cruisers patrol Chicago after its destroyed, deploying small fighter jets to shoot down any human aircraft that flies nearby.
• Ominous Latin Chanting: While the Decepticons take over Chicago.
• One-Handed Shotgun Pump: Optimus does this with Megatron's shotgun before killing Sentinel.
• Le Parkour: If you pay close attention towards the end, Sam seems to have learned how to do standard freerunning vaults, rolls, and slides at some point (considering running his ass off helped him in previous battles).
• Pay Evil unto Evil: The Wreckers literally tear a Decepticon pilot apart for vaporizing civilians.
• Pet the Dog: Sentinel sparing Optimus at Lincoln memorial when he could have ended it then and there.
• Pietà Plagiarism: "Sentinel... you're coming home, old friend."
• Plot Hole: While using one of Que's stick-bombs against Starscream, Sam and Lennox are holding onto the rope attached to the bomb. Sam tells Lennox that the bomb goes off in 20 seconds, and yet Lennox asks him, "How long do we have?" even after Sam just told him.
• Power Fist: Optimus has a set of retractable knuckledusters.
• Precision F-Strike: Happens twice. When Sam receives his medal, he whisper-yells "What the fuuuuuck!". When his boss notices Bumblebee in the apartment, he says "Fucking awesome!!"
• Pretty in Mink: One of the ladies accompanying the ex-cosmonaut wears a white and red fox coat.
• Product Placement:
  • Plenty, being both a Michael Bay movie and a Transformers movie, including the omnipresent

General Motors vehicles, however, one use is also written (semi-gracefully) into the story as a plot point. When Carly's boss gives her a fancy Mercedes SLS, Sam starts to angst about his own limited earning power, but the Mercedes itself is a Chekhov's Gun: it's Soundwave, sent to keep tabs on both Sam and Carly, and ultimately blackmail Sam into spying on the Autobots.

• There's also the Wreckers, who, being weaponized NASCAR Sprint Cup Series Chevrolet Impalas, are basically walking advertisements for Target, Lowe's and AMP Energy. It says something when Leadfoot was only released as a Target exclusive in America.
• In a rather unusual case, Mirage was renamed "Dino" (after Dino Ferrari) because in recent years, Ferrari has entered into an exclusive licensing agreement with Mattel, Hasbro's biggest competitor, and Ferrari didn't want a Hasbro-trademarked name on their product. This is also why the DOTM Mirage toys don't have a Ferrari alt mode.

• Promoted Fanboy: In an in-universe example, it seemed that Sam's boss Bruce is actually very interested in meeting the Autobots, and gets a chance to playfully wrestle with Bumblebee.
• Properly Paranoid: Jerry Wang is perfectly correct to be worried about literally everything being a Decepticon.
• Pyrrhic Victory: In the end, Megatron and Sentinel Prime are dead (as are a number of earthbound Decepticons) and the Earth saved, but Cybertron has suffered immense levels of damage and been cut off from them, leaving them seemingly stuck on Earth forever. Also, Chicago has been devastated, and as the next film shows, this will kickstart a lot of bad times for the Autobots.
• The Quisling: Dylan inherited the Decepticons as a "client" from his father.
• Rags to Riches: Applies to Simmons, who was just a meat butcher back in ROTF but here he's a millionnaire with his own mansion, limo and chauffeur after he wrote about intel on the Transformers.
• Rasputinian Death: Shockwave. He takes concentrated fire from NEST and all the Autobots, badly damaging him and leaving his eye hanging out. He still has the power to fight, even when Optimus then punches half of his side off. It takes Optimus ripping his head apart and tearing out his eye to finally kill him.
• Real Life Writes the Plot: In the movie, Mikaela's absence is explained by her dumping Sam for unspecified reasons. In real life, it's because her actress, Megan Fox, was fired during production due to some combination of: Steven Spielberg feeling she didn't have the acting chops for the more emotional role this time round, and; Fox herself having personality clashes with staff and crew. Whatever the case, Carly does go through a lot more than Mikaela and is much more emotionally driven.
• Red Herring: Shockwave was advertised as the film's Big Bad. He was even the Final Boss for the movie's video game adaptation. In the film itself, he's just an Advertised Extra. The actual Big Bad is Sentinel.
• Remember the New Guy?: Played with the Wreckers. Supposedly, they've been on Earth since around 2008, but were never mentioned in ROTF. They've apparently been working in the Kennedy Space Station, monitoring the Xantium, which is disguised as a NASA rocket. Not quite Played Straight since we're introduced to them around the same time Sam first hears of them. Their absence from the other films is explained — they don't get let out much "because they're assholes."
• Retcon:
  • Of a sort. When Cybertron was shown in the first film, it was a mountainous world with metal spires and molten lava/Energon flowing across the landscape. In this film, Cybertron is given a more mechanical design, with towers poking between bridges and roads, making it more like its cartoon interpretation. When Cybertron is brought near Earth, its appearance invokes the original cartoon, sans scale problems.
  • There's also Megatron's overall plan to win the war: The first two films stated that he arrived on Earth chasing after the AllSpark, which crashed on the planet during the Ice Age. DOTM retcons it to that he had always intended to come to Earth, which was where he would meet up with Sentinel, who had fled Cybertron during the war's final days. However, two considerations may make this retcon acceptable: 1) It's possible that he needed the AllSpark to wake Sentinel up for the plan to work. 2) Turning Earth's machines into an army (as stated in the first film) would have provided the needed manpower to rebuild Cybertron.
  • This film reveals that Megatron's Decepticon faction made contact with Earth during the years of the space race, and have been working with human collaborators for decades, which calls into question why it took them till 2007 to locate Megatron and the Allspark, or why the Decepticons needed to hack information about Project Iceman from the defense network themselves, instead of relying on their human pawns.
• Retired Badass:
  • Dutch, Simmons' assistant. He can hack into any system and disarm a crazy Russian gangster pointing a shotgun at him without looking, but when Simmons orders him to stand down, he almost sobs and says that "I'm sorry, that was the old me!" The implications range from a simple lifestyle change to total Split Personality (see Actor Allusion). Basically, Simmons has an insane version of Jason Bourne as his assistant.
  • Epps tells Sam that he retired from the military in the time between ROTF and DOTM. He comes out of retirement after the Decepticons blow up the Autobot shuttle as it's leaving Earth, presumably killing the Autobots on board.
• The Reveal: Sentinel Prime didn't create the pillars to help the Autobots win the war, but to help the Decepticons win the war by transporting Cybertron to a resource-rich world and strip mine it with slave labor.
• Rousing Speech:
  Optimus Prime: We will kill them all. Your leaders will now understand: Decepticons will never leave your planet alone! And we needed them to believe we had gone. For today, in the name of freedom, we take the battle to them!
• Sacrificial Lion: If Sentinel Prime turning out to be a traitor wasn't enough, the added shock of him murdering Ironhide really flips the movie on its head.
• Scars Are Forever: Megatron is still visibly reeling from the heavy wounds Optimus inflicted on him in Rot F; he has a large gash across his head, exposing his brain circuitry, and his right arm, which previously contained his fusion cannon, has been replaced with one of a different model, while he now carries a handheld shotgun as his primary weapon. Starscream, eager to take up Megatron's leadership, mocks him for his resultant weakened state. Justified, since you can't really regrow an entire third of your head in the space of two years.
• Scenery Gorn: Chicago after the Decepticon invasion.
• Sealed Evil in a Can: Prequel comics reveal Shockwave to be this; he was found by the USSR decades ago and had been sealed under Chernobyl for years. When he gets out, he's ticked off. And there's Sentinel Prime, who's been locked in stasis on board the Ark, which crashed on the moon.
• Series Fauxnale: The climax plays as if it were the final battle of the whole series, with the deaths of almost every named Decepticon and Cybertron's apparant destruction. And yet there's still two sequels and a prequel after this.
• Shapeshifter Weapon: Prior movies showed the robot weaponry forming from their body, and maintains that with things like Bumblebee's gun, Sideswipes arm blades and Ironhide's cannons, but this film introduces external weapons that the characters pick up and use rather than transforming from their body. There is a greater emphasis on these hand held weapons instead of integrated weapons. Optimus' travels with his trailer that transforms into a Wall of Weapons platform, and a sharp eye will notice that his previous Blade Below the Shoulder became handheld as well.
• Ship Sinking: Sam and Mikaela have broken off (exact reasons unknown, but Wheelie states that Mikaela was the one that dumped Sam), and Sam is certain that Carly is the right girl for him. The final scenes of the film heavily hint at the possibility of the two someday getting married.
• Shoo Out the Clowns: Sam tells his parents to get as far away from Washington as they can before Sentinel Prime opens the Space Bridge to allow the Decepticons to teleport to Earth. We don't see them for the remainder of the film, but it can be assumed that they're alive.
• Shout-Out:
  • Sentinel Prime states that the needs of the many outweigh the needs of the few.
  • Also, counting as foreshadowing as well, Wheelie watches on episode of Star Trek: The Original Series in Sam and Carly's apartment and says; "I've seen this one. This is the one where Spock goes nuts." Hinting at Sentinel Prime's later betrayal.
  • Bumblebee, when talking to Sam just before "leaving" the planet, uses "I am and always shall be your friend" referencing Star Trek III.
  • Optimus Prime's trailer is a dead ringer for G1 Optimus's trailer, right down to the Autobot symbol on the trim line.
  • One Decepticon has dreadlocks and blasters that unfold from his back. Another one makes distinct clicking noises when creeping through a building to hunt down some humans.
  • Laserbeak's design may have been inspired by The Giant Claw, explicitly so for the head on the toy.
  • The Decepticon invasion reminisces that on Transformers: Cybertron, only to a more traumatic scale.
  • The overall plot is very similar to the Doctor Who episode "The End of Time", with Cybertron in the role of Gallifrey, Dylan Gould in the role of Joshua Naismith, Optimus Prime as the Doctor, Sam Witwicky as Ross Noble, Megatron as the Master and Sentinel Prime as Rassilon.
  • Renaming Wheeljack as "Que" is most certainly a nod to a more well-known inventor and quartermaster.
  • Sentinel Prime's face is modeled partly on Sean Connery, and he gets to declare "there can be only one!"
  • A couple of shots from the highway chase in The Island (2005) are recycled, although one gets a robot added in. Comparison here.
  • Dutch's fight in the Russian bar may be a Shout-Out to a fight from Serenity, complete with someone using code words to "deactivate" him. Also, the words used to deactivate River in Serenity were in Russian.
  • There's a shot of skulls in a war zone during the Deception takeover of Chicago.
  • Quite an amusing one to The Hangover: The conspiracy theorist Wang, played by Ken Jeong, yells at Laserbeak "YOU MESS WITH THE WRONG WANG!"
  • Megatron's line "This is my planet!" is very similar to the one his voice actor said in The Matrix Revolutions.
  • The effects used for when the Decepticons kill people with their energy weapons — with the victims' bodies being blasted into powder, leaving only their scorched clothes behind — are very similar to those used for the tripods' victims in executive producer Steven Spielberg's War of the Worlds (2005).
  • Megatron's alt-mode is almost identical to the villainous tractor trailer truck from Duel (also directed by Spielberg)
• Slave Race: The Decepticons' plans for humanity involve turning the entire human population of Earth into this, in order to have workers to harvest Earth's resources, which can be used to rebuild Cybertron.
• Spared by the Adaptation: Megatron in the novelization. Technically speaking this would be the case for Wheelie and Brains, but later films show that they both survived.
• Spin Attack: Optimus spins while taking down multiple Decepticons.
• Storming the Castle: The final battle in Chicago becomes this trope, as the Decepticons had converted it into a makeshift fort.
• Suddenly Speaking: DOTM Laserbeak may well be the first Laserbeak in a voiced media Transformers work to be able to talk.
• Suicidal "Gotcha!": Invoked when Laserbeak hurls Sam out of a building, only for him to land on a hijacked Decepticon fighter. Which raises the question of how Laserbeak missed something that size...
• Super Window Jump: Pulled off when the human heroes have to jump out of a partly destroyed skyscraper hundreds of stories up to avoid the Driller. They survive by sliding along the building till they're forced to shoot glass in front of them and dropping to a lower floor lest they go off the building and fall to their deaths. Except as the building is slanted they are now falling on the inside of the building, and have to grab onto something to not fall out the other window...
• Tattered Flag: Hopeful version; as the Autobots and their allies stand triumphant amidst the ruins of Chicago, a shredded American flag is seen flying behind them.
• Teeth-Clenched Teamwork: It's made evidently clear Sentinel Prime is not working with Megatron because he LIKES the guy.
• There Can Be Only One: Sentinel Prime claims this.
  Sentinel: [fighting Optimus] We were gods once, all of us. But here, there can only be one!
• Those Two Guys: Wheelie and Brains fill this role for the film.
• Two Shots from Behind the Bar: Sam, Agent Simmons, and Simmon's butler Dutch are in a bar to talk to some former Cosmonauts. After some conversation, firearms are drawn, including the bartender pointing her shotgun at Dutch. Unfortunately for her, Dutch effortlessly relieves her of her shotgun and points his own pistol at the other interested parties.
• The Unmasqued World: Cybertronians are public knowledge to the point that news reporters can casually refer to the factions by name, and the UN is well aware. It's also referenced that there is some resentment of the Autobots being on Earth; Bill O'Reilly alludes to poll results saying that half the world would feel safer if the Autobots left Earth and consider them to be "Alien Mercenaries." NEST has also placed Energon Detectors across the globe, in order to track down Decepticons. Optimus Prime isn't exactly the Grand Marshall of any parades, though.
• Unexplained Recovery: Averted; Megatron suffered heavy wounds at Optimus' hand in Revenge Of The Fallen and in this film still has not recovered fully from them.
• Villainous Breakdown: Starscream. He approaches Sam with all the confidence that an alien Humongous Mecha should have when dealing with a human, and taunts Sam while trying to kill him and Carly. After Sam manages to blind him with both eyes, one with a grappling hook and the other with an Autobot grenade, he completely loses it and begins desperately trying to remove them from his face, all the while flailing and screaming like a mad man.
• Villainous Rescue: Megatron brutally crushing Sentinel Prime, which got them both taken out by Optimus. What hammers this trope home is Optimus double-tapping Sentinel Prime with Megatron's shotgun.
• Violent Glaswegian: The Wreckers.
• Voluntary Shapeshifting: In order to attack one of Soundwave's workers, Laserbeak gains entrance to her house by masquerading as a toy-like Autobot (specifically, a pink, scaled-down version of Bumblebee) and befriending the worker's daughter.
• Was It Really Worth It?:
  • Carly, as part of her Breaking Speech to Megatron, asks him if it was worth bringing Sentinel back to win the war now that Megatron is little more than Sentinel's Dragon. As she points out, the Decepticons have finally achieved victory... but Sentinel, an Autobot, is the one who's in charge.
  • In the novelization, Megatron considers the question with regards to the war, and ultimately decides that he's tired of the war, and genuinely offers Optimus a truce.
• Well-Intentioned Extremist: Sentinel Prime, who is willing to join the Decepticons in order to preserve Cybertron.
• We Will Use Manual Labor in the Future: Sentinel Prime's plan to restore Cybertron involved enslaving humanity to do it. One has to wonder how Puny Humans would have been able to do even the most basic work conducted by giant, living machines on a world that, based on perspective, is at least a good two to three times the size of Earth. Then again, it does fit with his A God Am I mentality.
• Wham Line:
  Sentinel Prime: Indeed I am. What you must realize, my Autobot brothers, is we were never going to win the war... For the sake of our planet's survival, a deal had to be made... with Megatron.
• What the Hell, Hero?:
  • Both Optimus and Mearing have their moments with each other regarding this trope. Optimus has his when he learns that his human allies didn't tell him that Sentinel and the Pillars were on the moon; Mearing gets her moment when she blames Optimus for the damage caused after Sentinel's Face–Heel Turn.
  • Ironhide's initial response to finding out that Sentinel Prime had defected while being horribly oxidized by the former counts as well.
  • Carly gives one to Sam part way through the film for both constantly getting himself in danger, and for prioritizing his work with the Autobots over their (Sam and Carly's) relationship.
• Worth It: Simmons declares this when he kisses Mearing and she orders him to be arrested for it.
• Worm Sign: The Driller, a massive Cybertronian Sand Worm tamed/piloted by Shockwave. How large is it? Well, for one thing, it can level an entire street in Chicago!
• Would Hit a Girl: Dutch basically slaps the shit out of the female Russian bartender and slams her to the ground when she pulls a gun on him.
• Would Hurt a Child: Laserbeak is implied to have slaughtered a little human girl, plus her parents.
• Writer on Board: Michael Bay's Republican biases peek through in a few places, such as the Running Gag of everyone dismissing Sam's medal from President Obama, an extended cameo by Bill O'Reilly, and multiple name-drops for Trump Tower in Chicago.
• You Can't Go Home Again: The ending heavily implies that Cybertron was destroyed when the Space Bridge collapsed, stranding the Autobots on Earth for the foreseeable future.
• You Have Outlived Your Usefulness: Soundwave and Laserbeak begin murdering their human pawns after they have done their job. It's stated that they've been doing this for the past decades, and that many NASA-related DOAs and MIAs are their doing.
• You Shall Not Pass!: Ironhide faces down two Decepticons in a game of chicken at the same time. All three collide at the same time and Transform, with Ironhide no worse for wear while the two 'Cons are thrown to the side.
• You Will Be Spared: Dylan's whole motivation for working with the Decepticons is so that he will be free when the rest of Earth is enslaved/decimated.
• Your Head A-Splode:
  • Sam blows off Laserbeak's head with the turret gun of the drone ship Bumblebee is struggling to control.
  • Bumblebee shoves his arm cannon inside Soundwave's chest and turns his head and neck into shrapnel.
  • Starscream's head explodes after Sam plants Que's stick-bombs into his eyes. Strangely in The Last Knight, his head is intact.

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"In any war, there are calms between storms. There will be days when we lose faith. Days when our allies turn against us. But the day will never come when we forsake this planet and its people."