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 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. The story involves a Secret History involving the Space Race and a Cybertronian involvement, one that was hidden from the Autobots despite their close relations. A legendary ship from the last days of the war on Cybertron had crashed on the moon, carrying a powerful secret that could either restore Cybertron or decimate human society and the Decepticons hold even more secrets. You can view the final trailer here.

Not entirely surprising, it has received a similar degree of Critical Dissonance as the previous films. Although many fans seem to consider it to be the strongest of the three movies, some consider it to be just as bad as the second, and critics have been just as lukewarm to negative as before. Although almost universally agreed is that the 3D in the film is the best use of the technology since Avatar (and possibly even better).

Tropes used in Transformers: Dark of the Moon include:

  • 3D Movie: Michael Bay's first.
  • Acrofatic: Leadfoot may have a beer gut, but he still packs quite a punch.
  • Adaptational Villainy: Sentinel Prime
  • Adult Fear: Laserbeak gains entrance into the house of one of Soundwave's workers by masquerading as an Autobot (specifically, a pink, scaled-down version of Bumblebee) and befriending the worker's daughter. Similar to how a robber/killer can enter a house by masquerading as a family friend or person of authority.
  • 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.
    • Word of God says they advertised him as the Big Bad/an important enemy as part of a "misinformation campaign", where they would deliberately lie about certain aspects to keep information and spoilers about the film to a minimum to prevent plot twists having no impact, such as Sentinel Prime being the real Big Bad and Soundwave's car alt-mode.
  • 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.
  • A God Am I: Sentinel Prime shows this attitude after his Face Heel Turn. Bemoaning that they used to be gods on their planet, 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.
  • Ain't Too Proud to Beg: Wheeljack/Que, when the Autobots are captured. Doesn't save him from being executed by Barricade.
  • An Arm and a Leg: Sentinel cuts off Optimus's arm.
  • 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.
  • Armor-Piercing Question: Carly uses her diplomatic skills to convince a disheartened Megatron to help defeat Sentinel Prime by pointing out he's about to become "Sentinel's bitch". He comes within a few inches of killing her before realizing she has a point.
  • Art Evolution: Some of the Autobot designs are slightly altered since the last two films. Notably:
    • Optimus has a wider chest and "abs." His overall design is more powerful looking.
    • Bumblebee, continuing from the second film, has a more armored robot mode. Word of God is that this was to represent his maturity from a simple guardian to a full-fledged warrior. His stripes are also moved farther out from the center of his vehicle mode.
    • Ratchet's armor has a darker color scheme. 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. He also has a new voice actor.
    • Soundwave's head is less insectoid, with a more beast-like mouth.
  • Artistic License / Did Not Do the Research / Reality Is Unrealistic: 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.
  • As Himself: Buzz Aldrin and Bill O'Reilly.
  • Author Appeal: Granted the series is about robot cars, but Dylan's exotic car collection clearly reflects Michael Bay's own car enthusiasm.
  • 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 was suprisingly effective.
  • Badass Grandpa: 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.
  • 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
  • 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. Three foul-mouthed and irascible 'bots whose robot modes look like stereotypical NASCAR fans and are described point-blank by Mearing as "assholes". 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. Then again, considering they're the Wreckers, this shouldn't come as a surprise.
  • Big Damn Heroes: The film's actually been criticised for doing it a little too much. Pretty much every time any Autobot gets into battle, its by entering the fray to rescue someone else, usually followed by them being saved by someone else doing it.
  • The Big Damn Kiss
  • Blood Knight: Sideswipe, though not played with much. He certainly seems to be having fun when tagteaming 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.
  • Boom! Headshot!: How Optimus kills Sentinel.
  • Boisterous Bruiser: All of the Wreckers.
  • British Accents: The Wreckers sport a variety of them, for some reason.
    • Specifically, their accents are Scottish. Huntington-Whitley also sports an English accent.
  • Broken Pedestal: Before his Face Heel Turn, Sentinel Prime was Optimus' mentor. Optimus credits his Catch Phrase "Freedom is the right of all sentient beings" to the guy.
  • 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?
  • 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 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 a disguised Laserbeak into her house. Laserbeak then murders her and her parents.
  • Chuck Cunningham Syndrome: Sort of. The All Spark isn't mentioned AT ALL, and the Matrix seems to have taken its place. Possibily Justified Trope; other material explains that the Matrix is sort of a replacement for the All Spark, 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 absense... killed by Shockwave before the movie began.
  • 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 & 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: Hard 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.
  • Curse Cut Short:
    • Of the Hard Cut variety. Wheelie and Brains find themselves trapped aboard a Decepticon cruiser.

  "This is one big 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.
  • Dangerously Genre Savvy: The Decepticons have clearly learned their lesson from the last film; rather than fall to Earth as protoforms, causing a worldwide scene, they instead opt to travel to Earth from the moon via Sentinel's Space Bridge, cause some damage, and then scan alternate forms before driving away into the night.
  • Darker and Edgier: In the first few 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.
  • 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.
  • Deleted Scene: The Twins from Revenge of the Fallen were intended to be in this movie but were removed in the final cut. If you look carefully you might be able to see their vehicle modes in a distant line-up shot.
  • Department of Redundancy Department: Dylan: "I am simply a liaison. I liaise."
  • 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 You Dare Pity Me!: Megatron responds this way to Starscream regarding his damaged state. Then again, it was Starscream.
  • Double Tap: How Optimus finishes Sentinel.
  • 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
  • Earthshattering Kaboom: Cybertron.
  • 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. 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.
  • 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.
  • 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).
  • Expy: Dylan is essentially a younger version of Generations One's Shawn Berger.
  • Eye Scream: Starscream got his optics impaled by Sam, twice.
  • Face Heel Turn: Sentinel Prime.
  • 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.
  • Fanservice Extra: A Latino lady at Sam's office, who's wearing something revealing just because.
  • Foe-Tossing Charge: Optimus cuts down about a dozen Decepticons before going up against Shockwave in Chicago.
  • Foreshadowing: Lots of it to Sentinel Prime being a villain, some quite subtle:
    • Doubling with an Actor Allusion - In the first scene at Sam & 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." Over an hour later, Sentinel Prime (voiced by Leonard Nimoy) has his Face Heel Turn.
    • Also, Leonard Nimoy was the voice of Galvatron (basically a rebuilt Megatron) in Transformers: The Movie.
    • 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.
    • 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.
  • 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: Crosses into Actor Allusion with Dutch when he claims to have a girlfriend called "India" - as befits the NATO Alphabet Theme Naming.
  • Going Down with the Ship: Wheelie and Brains.
  • Grand Finale: By the end of it all, the Decepticons and Sentinel Prime are dead, and Cybertron implied to be destroyed.
  • 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.
  • 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.
  • 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.
  • Hoist by His Own Petard: Sorta happens to Optimus. The Decepticons order the Autobots to leave by holding the humans hostage, so Optimus and his allies leave with the intention of returning afterwards to sneak attack the Decepticons and save the humans. But, while they're gone, the Decepticons slaughter 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.
    • In the novelization, Sentinel's acid rust gun is used against him by Optimus.
  • Hypocritical Humor: Subverted with this exchange:

 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...

    • To clarify: 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.
  • The Igor: Igor, Megatron's gluttonous servant, who seems to be comprised of the leftover parts of the Constructicon Long Haul.
  • Infant Immortality: Averted. Laserbeak kills the daughter of one of Soundwave's human pawns, and we see children running in fear after the Decepticons take Chicago.
  • 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 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 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 anywhere."
  • 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.
  • 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 scifi movie...

  • 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.
    • Fridge Brilliance: he's Genre Savvy. He's noticed that the only thing he can do against Decepticons is run his squishy human ass off. With this in mind, increased mobility is a smart thing to take a level in.
  • 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.
  • 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.
  • MacGuffin Bot: 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.
  • 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.
  • 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 a decepticon and spends the next 2 - 3 minutes of the moving being tossed around, smashed into walls and the decepticon. 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). Somewhat justified though, since Sam has seriously grown a pair in this film.
  • Mexican Standoff: Explicitly named as such by Sideswipe when two Dreads 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.
  • 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. The movie sets out its stall early in this regard - 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.
  • Mythology Gag: The Decepticon patrol fighters have rotating engines and weapons that act like articulated limbs - a subtle nod to some of the less aesthetically-pleasing 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.
    • 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.
    • And, the fact the explosives themselves are spike shaped and wielded by Sam could be a subtle reference to Spike Witwicky, the G1 character Sam was based on. Suposedly, they were planning to introduce Spike as his nickname since the second film, but kept forgetting/not going through with it.
  • 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 trailer's 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. "I told your leaders whom to trust. I was wrong."
  • Nice Job Fixing It, Villain: Megatron wounding Sentinel Prime, which gave Optimus the chance to take them both out.
  • 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.
  • No Name Given: Igor is never named onscreen.
  • Noodle Incident: Obviously, something went down in Quantico.

 Mearing: If you ever say a word to anyone about what happened that night in Juanaco, 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 atributed to the fact that the first time it was just turned off, the second time it was actually destroyed.
  • Off-Model: A rare Live-Action example. Bumblebee's stripe pattern is not the same in either form, During the stand-off scene with Ironhide, Sideswipe and the Dreads, Ironhide's recently detached guns can be seen on his back in one shot and the JFK Head combines this with Uncanny Valley[1].
  • Off with His Head: 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.
  • 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 takeover Chicago.
  • The Other Darrin: Sideswipe has a different voice actor than he did in the second film.
  • Pieta Plagiarism: "Sentinel... you're coming home, old friend."
  • 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; however, one use is also written (semi-gracefully) into the story as a plot point. When Carly's boss gives her a fancy car, 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.
  • Promoted Fanboy: It seemed that Sam's boss Bruce is actually very interested in meeting with the robots, 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.
  • The Quisling: Dylan inherited the Decepticons as a "client" from his father.
  • 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.
  • 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. Slightly subverted since we're introduced to them around the same time Sam first hears of them. The stated reason for their absence from the other film? 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, as the Matrix of Leadership was needed for that plan to work, its possible that he needed the AllSpark woulde have been needed to wake Sentinel up for the plan to work. Though, turning Earth's machines into an army (as stated in the first film) would have provided the needed man power to rebuild Cybertron. With all this inmind, its an acceptable retcon.
  • Retired Badass:
  • 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.
  • Sacrificial Lion: Sentinel Prime turning out to be a traitor wasn't enough, the added shock of him murdering Ironhide really flips the movie on it's head.
  • Scenery Gorn: Chicago after the Decepticon invasion.
  • Shapeshifter Weapon: Both played straight and averted. Bumblebee and Ironhide still have their arm cannons, and Sideswipe still has his arm blades, but almost every other Transformer now uses guns that are separate pieces of equipment. Even Optimus' swords are now part of the arsenal in his trailer instead of being tucked away in his forearms, and Ironhide uses guns aside from his standard cannons.
  • 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:
  • 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.
    • Also Wheelie and Brains.
  • Storming the Castle: The final battle in Chicago becomes this trope, as the Decepticons had converted it into a makeshift fort.
  • Suddenly Voiced: 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.
  • There Can Be Only One: In the worst way possible:

 Sentinel Prime: [fighting Optimus] We were gods once, all of us. But here, there can only be one!

  • 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.
  • Those Two Guys: Wheelie and Brains fill this role for the film.
  • Up to Eleven: In describing Shockwave as the new Big Bad of DOTM, the production stated that he is even more vicious than Megatron. Considering this Megatron is in all reality one of the most vicious villains in any Transformers continuity, that really means something. This turns out to be rather not true, with Shockwave being more of a Red Herring villain. He is, of course, in the movie and evil, but accomplishes little of import and there are at least two Bigger Bads than him.
  • 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.
  • Violent Glaswegian: The Wreckers.
  • 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: 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.


  Bruce: [It's] total anarchy in here!


 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!

  • 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 CHICAGO STREET!
  • 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.
  • 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.
  1. It's sort of accurate, though very unnerving.