The film opens with a short prologue narrated by Optimus Prime, depicting a group of primitive men in the year 17,000 BC are attacked by The Fallen, whose forces build a gigantic device.
Two years after the events of the first film, the Autobots have joined forces with the British and American military to form an organization named “NEST”, to combat the Decepticons hiding out on Earth. NEST goes to Shanghai, China, encountering Decepticons Demolishor and Sideways. Sideswipe kills Sideways with the help of Arcee and the twins, and Optimus and Ironhide kill Demolishor, who in his last words says that “The Fallen will rise again”.
Meahwhile, while preparing to head off to college, Sam finds an AllSpark shard in the jacket he wore when he killed Megatron. Upon touching it, Sam starts having outbreaks of seeing Cybertronian symbols in his mind. Eventually, the shard also ends up bringing various kitchen appliances to life, ultimately causing Bumblebee to wreck the Witwicky family’s house while trying to destroy them. After this, Sam entrusts Mikaela with keeping the shard locked up. Wheelie then tries to steal it from Mikaela, but he gets captured by her.
Soundwave hacks into a satellite during a meeting between American National Security Advisor Galloway and Optimus Prime, and discovers the location of both Megatron’s corpse and a second AllSpark shard. Soundwave deploys Ravage to retrieve the shard with Reedman before joining the Constructicons and the The Doctor to the bottom of the Laurentian Abyss to revive Megatron. Megatron flies to a Decepticon spacecraft on one of Saturn’s moons, where he attacks Starscream, and reports to the The Fallen that the AllSpark was destroyed. However, Megatron learns from his master that AllSpark’s knowledge was passed onto Sam Witwicky, who now holds the key to finding an energon source on Earth.
At college, Sam meets his roommate Leo Spitz, who runs an alien conspiracy website. As his outbreaks continue, Sam gets harassed by Alice, supposedly a co-ed. And after one of such outbreaks, Sam calls Mikaela and she comes to his aid. Mikaela arrives, finding Sam with Alice, who is revealed to be a Decepticon Pretender. Mikaela, Sam and Leo drive off with Alice chasing them. Mikaela disposes of Alice, but their car promptly gets carried away by Grindor. After Grindor drops them into a warehouse, the trio are confronted by Megatron, Starscream, Grindor and The Doctor. Sam is then immobilized and The Doctor surgically extracts the information they need from Sam’s brain. Optimus and Bumblebee arrive, and the action moves to a nearby forest, where Optimus ends up taking on Megatron, Starscream and Grindor, with the latter getting killed. Optimus is ultimately impaled through the chest by Megatron and gets killed too. The rest of the Autobots arrive and evacuate Sam from the scene.
With Optimus dead, Megatron orders the Decepticons to invade Earth, while Soundwave hacks into all television signals to broadcast The Fallen demanding that Sam be surrendered. Meanwhile, Galloway shuts down NEST and Sam’s parents are captured by the Decepticons in Paris.
Sam, now a fugitive, flees with Mikaela, Leo, Bumblebee, Wheelie and the twins. Leo suggests seeking the help of his website rival “RoboWarrior”, who turns out to be former Sector Seven agent Simmons. Simmons concludes that the symbols could only be read by a Decepticon. Mikaela thus releases Wheelie, who explains that the symbols are the language of the Dynasty of Primes. He can’t read it so he leads the group to the Smithsonian where they reactivate Jetfire. When Wheelie finds out about Jetfire becoming an Autobot, he decides to switch sides too. After getting updated on the situation, Jetfire teleports the group to Egypt.
Once there, Jetfire explains that the Primes used suns to power the AllSpark by using machines called Sun Harvesters, which use the Matrix of Leadership as a key. He also explains that activating the harvester would end life on Earth as the Sun would be destroyed. While the Primes intended that Sun Harvesters not be used in a star system with lifeforms, one of their own — thereafter known as The Fallen — dishonored this, and a war over the Matrix ensued. The other Primes then took the Matrix from him and sacrificed themselves to seal it away at a hidden location in the desert. Jetfire then translates the Symbols into some kind of riddle-like directions, and encourages Sam to try and revive Optimus using the Matrix.
They ultimately find the Matrix in Petra, Jordan, but when Sam takes it, it crumbles to dust, which he piles into his sock. Simmons contacts Lennox and asks him to bring the Autobots and Optimus’ body to Egypt. As Lennox’s team arrives, so do the Decepticons. Lennox’s superiors order a full scale military operation to support Lennox and the Autobots. Devastator is formed and climbs a pyramid trying to uncover the Sun Harvester, but is ultimately destroyed by a rail gun round fired from

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