- Sam Witwicky: Bee, if you hate me I understand. I messed up. I'm sorry.
- Bumblebee: [through his radio] "You are the person I care for most in my life, and if there is anything you need I won't be far away."
- Optimus Prime: You picked the wrong planet! Give me your FACE!
- [tears off the Fallen's face and sticks him with his staff]
- Optimus Prime: I rise... you FALL!
- Megatron: NOOO! NOOO!
- Starscream: Not to call you a coward, master, but sometimes, cowards do survive...
- Megatron: This isn't over.
- Jetfire: Tell me, is that robot civil war still going on? Who's winning?
- Sam Witwicky: The Decepticons.
- [Jetfire grimaces and spits]
- Jetfire: Well, I changed sides to the Autobots.
- Sam Witwicky: What do you mean, changed sides?
- Jetfire: It's a choice. It's an intensely personal decision. So much negativity... Who wants to live a life filled with hate?
- Wheelie: You mean you don't have to work for those miserable freaking Decepticons?
- Jetfire: If the Decepticons had their way, they'd destroy the whole universe!
- [last lines]
- Optimus Prime: Our races, united by a history long forgotten and a future we shall face together. I am Optimus Prime, and I send this message so that our past will always be remembered. For in those memories, we live on.
- Chief Master Sergeant Epps: We've shed blood, sweat, and precious metal together...
- Galloway: Soldier, you're trained to shoot, not to talk!
- Chief Master Sergeant Epps: Don't tempt me...
- Optimus Prime: [to Epps] Easy.
- Galloway: "The Fallen shall rise again"? Sounds to me like something's coming. So let me ask: If we ultimately conclude that our national security is best served by denying you further asylum on our planet, will you leave peacefully?
- Optimus Prime: Freedom is your right. If you make that request, we will honour it. But before your President decides, please ask him this: What if we leave, and you're wrong?
- Major Lennox: [poking Galloway] That's a good question...
- [the Twins, in ice cream truck mode, enter a NEST warehouse]
- Skids: Badass ice cream truck coming through... scuse me, scuse me...
- [New alternate modes are seen: two cars, green and red]
- Skids: Yeah, baby! It's upgrade time!
- Mudflap: Yes, sir! This is my booty call right here. Time to get my sexy on with the green...
- [does a dance]
- Skids: Ah, no, green is MINE! I call green!
- [tackles Mudflap and flips him over]
- Skids: I got the green!
- Mudflap: That hurt, man!
- Skids: It's supposed to hurt, it's an ass-kickin'!
- [last words]
- Jetfire: In my Decepticon life, I never did a thing worth doing until now... Optimus, take my parts, and you will have a power you've never known. Fulfill your destiny...!
- [rips out his spark]
- Megatron: [entering the Nemesis starship] Starscream, I'm home.
- Starscream: [grovelling] Lord Megatron, I was so relieved to hear of your resurrection...
- Megatron: [squeezing Starscream] You left me to die on that pathetic insect planet!
- Starscream: Only to help spawn our new army! The Fallen decrees it! After all, in your absence, SOMEONE had to take command...
- [Megatron slams Starscream against the wall containing protoform sacks]
- Megatron: So disappointing...
- Starscream: [gasping for air] Hatchlings! Hatchlings! Careful, fragile!
- Megatron: Even in death, there is no command but MINE!
- Chief Master Sergeant Epps: I hope those F-16s got good aim.
- Major Lennox: Yeah? Why's that?
- Chief Master Sergeant Epps: I told them to hit the orange smoke.
- [looks slowly at the orange smoke a few feet to his right]
- Major Lennox: You mean that orange smoke?
- Chief Master Sergeant Epps: It wasn't my best throw...
- Chief Master Sergeant Epps, Major Lennox: RUUNNN!
- [makes a break for it as the rain comes]
- Sam Witwicky: Bee, I want to talk to you about the college thing, okay?
- Bumblebee: [does a dance] "I'm so excited, / And I just can't hide it..."
- Sam Witwicky: Hey! I'm not taking you with me!
- [Bumblebee is downcast]
- Mikaela Banes: I'm gonna wait outside...
- [goes outside and starts to strip]
- Sam Witwicky: Bumblebee, just hear me out okay? You know, freshmen aren't allowed to have cars, that's all it is. It is best for both of us. I know it doesn't sound like it but... you're an Autobot, you shouldn't be living in my dad's garage. I mean you're suffocating in here. Hey will you look at me please? Hey, come on big guy...
- [gives Bumblebee a hug]
- Sam Witwicky: Look, the guardian thing is done, okay? You did your job. It's over with. You've gotta be something else, you've got have a bigger purpose then just me, Bee! I can't be the end all deal in your life! I wanna be normal, I want to go to college. Everybody has this, and I should be able to experience this. And I can't do that with you.
- [Bumblebee bursts into tears; literally, with his windscreen cleaners malfunctioning]
- Sam Witwicky: Come on... it's not the last time I'm gonna see you, you know? Come on, don't do that... Bee, you're killing me...
- [Bee angrily gesticulates to Sam to go away]
- Sam Witwicky: You'll always be my first car man. I love you.
- [leaves the garage]
- Chief Master Sergeant Epps: [the pilot calls for a bailout due to "engine failure". Lennox is prepping Galloway and moves him toward the rear of the plane]
- Galloway: Why aren't you wearing your chute?
- Major Lennox: Because I have to secure the VIPs first! Ok I want you to listen very carefully, and memorize everything that I say. Each chute has a GPS tracker so you can be found by Search and Rescue. Right next to that's a fabric webbing called a bridle, which holds the pin that keeps the main container closed. Ok, are you listening?
- Galloway: I can't hear what...
- Major Lennox: [slaps Galloway] Stop that!
- Galloway: All right, all right...
- Major Lennox: All right when the pilot chute inflates into the air, it pulls the pin and opens the main. Red's your backup, blue's your primary. I want you to pull the blue. I need you to pull it really hard!
- [Galloway pulls the blue cord]
- Major Lennox: Not now, we're on the plane you dumbass!
- Galloway: What? NO!
- [as the chute deploys, he gets sucked out of the plane; a satisfied Lennox heads back into the plane]
- Chief Master Sergeant Epps: Did he say good-bye?
- Major Lennox: No, he didn't say good-bye.
- Jetfire: This planet was visited by our race once before, by our earliest ancestors, millennia ago. They were on an exploratory mission to harvest Energon, the lifeblood of our race. Without it, we'll all perish, oxidize and rust... like my wretched self! Do you have any idea what it's like to slowly fall part and die?
- Agent Simmons: Let's not get episodic, okay, old-timer? Beginning, middle, end. Facts, details. Condense: Plot. Tell it!
- Optimus Prime: For the last two years, an advanced team of new Autobots has taken refuge here under my command. Together, we form an alliance with the humans: a secret but brave squad of soldiers, a classified strike team called NEST. We hunt for what remains of our Decepticon foes, hiding in different countries around the globe...
- Leo Spitz: [about Simmons] You know him?
- Sam Witwicky: We're old friends.
- Agent Simmons: Old FRIENDS? You are the case that shut down Sector Seven. Now that it disbanded, no security clearance, no retirement, no nothing! All because of you!
- [looks at Mikaela]
- Agent Simmons: And your little criminal girlfriend. Look at her now, so mature.
- Jetfire: What do you want?
- Sam Witwicky: Look, we just want to talk!
- Jetfire: I've got no time to talk, I'm on a mission! I'm a mercenary doom-bringer!... What planet am I on?
- Sam Witwicky: Earth.
- Jetfire: Earth? Terrible name for a planet. Might as well call it DIRT, Planet Dirt...
- Megatron: There is another source of Energon hidden on this planet. The boy could lead us to it.
- [Megatron sends Prime sprawling with a kick]
- Sam Witwicky: OPTIMUS!
- [Megatron blasts Optimus]
- Megatron: Is the future of our race not worth a single human life?
- Sam Witwicky: Up! GET UP!
- Optimus Prime: You'll never stop at one!
- [Surrounded by Decepticons, Optimus Prime unsheathes Energon blades]
- Optimus Prime: I'll take you ALL on!
- Megatron: My master, I failed you on Earth. The Allspark is destroyed and without it, our race will perish.
- The Fallen: Oh, you much have much to learn, my disciple. The Cube was merely a vessel. It's power, it's knowledge, can never be destroyed. It can only transform.
- Megatron: How is that possible?
- The Fallen: It has been absorbed by the human child. The key to saving our race now lies within his mind.
- Megatron: Well, then, let me strip the very flesh from his body!
- The Fallen: And you will, my apprentice, in time. For millennia, I have dreamed of my return to that wretched planet where I, too, was once betrayed by the Primes I called my brothers. Only a Prime can defeat me... and now, only one remains.
- Megatron: Optimus... he protects the boy.
- The Fallen: Then the boy will lead us too him, and revenge will be ours.
- Megatron: Yeesss...
- Starscream: The boy will not escape us! We have him in our sights!
- Starscream: [watching a hatchling die] Without the energon, the hatchlings will keep dying.
- Mikaela Banes: Okay, so how do we stop him?
- Jetfire: Only a Prime can defeat the Fallen.
- Sam Witwicky: Optimus Prime?
- [Jetfire leans forward to look at Sam]
- Jetfire: So you've met a Prime? Why, you must have met a great descendant. Is he alive? Here, on this planet?
- Sam Witwicky: He sacrificed himself to save me.
- Jetfire: So he's dead. Without a Prime, it's impossible. No one else could have stopped the Fallen.
- Sam Witwicky: So, the same energy that's gonna be used to reactivate the machine... could that energy somehow be used to reactive Optimus and bring him back to life?
- Jetfire: It was never designed for that purpose, but it's an energy like no other.
- Sam Witwicky: So, then how do you get us to the Matrix before the Decepticons get to me?
- Jetfire: Follow your mind, your map, your symbols! What you carved in the sand, it's your clue: "When dawn lights the Dagger's Tip, Three Kings will reveal the doorway!" Find the doorway! Go now! GO! That was my mission! It's YOUR mission now! Go before the Decepticons find me and find you!
- [Sam, Mikaela, Leo, Simmons, Bumblebee and the Twins leave]
- Agent Simmons: One man, alone...
- Leo Spitz: Stop saying that!
- Agent Simmons: ...betrayed by the country he loves...
- Leo Spitz: Oh, my goodness, I'm in the car with you. You're not alone.
- Sam Witwicky: Maybe we can help each other. You know things I don't know, I know things you don't know...
- Leo Spitz: I don't think he knows what we know.
- [Sam carves Cybertronian symbols into the ground with a dagger]
- Sam Witwicky: I could do this all day. It comes in waves, these vivid symbols. They're symbols, but they're in my mind. You see, all this is in my mind, and Megatron want what's in my mind, him and someone called the Fallen...
- Jetfire: The Fallen? I know him. He left me here to rust! The original Decepticon! He's terrible to work for, it's always apocalyose, chaos, crisis...
- [scrutinizes the symbols]
- Jetfire: These transcriptions, they were part of my mission! The Fallen's search... I remember now!... for the Dagger's Tip, a-and the Key!
- Sam Witwicky: Slow down! The Dagger's Tip? The Key? What are you talking about?
- Jetfire: [activating a space bridge] No time to explain! Hold on, everybody! Stay still or you'll die!
- [Humans and robots vanish into a flare of light, they all fall in the sand as they arrive in Egypt]
- Jetfire: Well, that wasn't so bad. I just hope we're still on the right planet.
- Wheelie: [tumbling] Hey, that freaking hurt!
- [Leo comes out of bathroom with pants down and trips, accidentally tazers himself in the chest and falls on top of the guard he had just tased]
- Agent Simmons: [entering the toilet] What is going on here?
- Leo Spitz: [in agony] How many times can you get tazered in the nuts before you can't have kids?
- Agent Simmons: You're an amateur, kid, a rank amateur.
- Wheelie: I will have so many Decepticons on your butt!
- Mikaela Banes: [brings out blowtorch] Hey, behave!
- Sam Witwicky: What is it, a Decepticon?
- Mikaela Banes: Yeah.
- Sam Witwicky: And you're training him?
- Mikaela Banes: I'm trying to.
- Agent Simmons: I spent my whole adult life combing the planet for aliens, and you're carrying around one in your purse like a little Chihuahua.
- Wheelie: Huh? Do you want a throwdown, you pubic 'fro-head?
- Agent Simmons: Before I got fired, I looked through Sector Seven's crown jewel. Several files of alien research point to one inescapable fact: the Transformers, they've been here a long, long time. How do I know?
- [tosses a box file to Leo]
- Agent Simmons: Archeologists found these unexplained markings on ancient ruins all over the world: China, Egypt, Greece...
- [runs an old film that shows archeologists and the said markings]
- Agent Simmons: Shot in 1932. These the symbols you're seeing in your head? Same ones over here, right? So tell me, how did they end up all drawing the same thing?... Aliens. And I think some of them stayed. Check this out: Project Black Knife...
- [holds up photos of vehicles]
- Agent Simmons: Robots in disguise, hiding here! We detected radioactive signatures all across the country. I pleaded on my knees with S-7 to investigate, but they said the readings were infinitesimal, that I was obsessed! Me! Can you imagine that?
- Leo Spitz: HEY! Who drove a freaking yellow Camaro? There's a car on the porch!
- [Sam rushes out to see Bumblebee outside]
- Sam Witwicky: What are you doing here?
- Bumblebee: [through his radio] "Houston, we have a problem."
- Sam Witwicky: You won't give me a day, huh? You won't give me one day in college?
- Optimus Prime: I'm sorry, Sam, but the last fragment of the All Spark was stolen.
- Sam Witwicky: Like what? Like Decepticons stole it?
- Optimus Prime: We placed it under human protection at your government's request... but I'm here for your help, Sam, because your leaders believe we brought vengeance upon your planet. Perhaps they are right. That is why they must be reminded by another human of the trust we share.
- Sam Witwicky: This isn't my war!
- Optimus Prime: Not yet. But I fear it soon will be. Your world must not share the same fate as Cybertron. Whole generations lost...
- Sam Witwicky: I know, and I want to help you, I do, but I am not some alien ambassador, you know? I'm a normal kid with normal problems. I am where I'm supposed to be. I'm sorry, I... I really am.
- Optimus Prime: Sam, fate rarely calls upon us at a moment of our choosing.
- Sam Witwicky: You're Optimus Prime. You don't need me.
- [Sam walks away]
- Optimus Prime: We do, more than you know.
- Jetfire: I have issues of my own, and it started with my mother! My ancestors have been here for centuries! My father, why, he was a wheel! The FIRST wheel! Do you know what he tranformed into?
- Agent Simmons: No.
- Leo Spitz: What?
- Jetfire: NOTHING! But he did so with honour! DIGNITY, damn it!
- Ironhide: [to a captured Demolishor] Punk-ass Decepticon!
- Optimus Prime: Any last words?
- Wheelbot: This is not your planet to rule! The Fallen shall rise again!
- Chief Master Sergeant Epps: [puzzled] That did not sound good.
- Optimus Prime: Not today.
- [blasts Wheelbot in the head]
- [after the forest fight]
- Megatron: That went well.
- Starscream: We've lost the boy, master. The Autobots must be shielding their signals...
- Megatron: I can't even rely on you to swat a simple insect!
- [Megatron thwacks Starscream with his own arm and kicks him]
- Starscream: One insect, among seven billion...?
- Megatron: [steps on Starscream] SHUT UP!
- Starscream: He could be anywhere!
- Megatron: Then we will force them to find him for us! It's time for the world to know about our presence. No more disguises. NO MERCY! The time has come for my master's arrival.
- Wheelie: I'm changing sides. I'm changing sides too, Warrior Goddess!
- [climbs on Mikaela's foot]
- Wheelie: Who's your little Autobot?
- Mikaela Banes: Aww, you're cute...
- Wheelie: Name's Wheelie. Yeah. Say my name, say my name...
- Sam Witwicky: What are you allowing to happen to your foot just now?
- Mikaela Banes: At least he's faithful, Sam.
- Mikaela Banes: Yeah, well, he's faithful and he's nude and he's perverted. Can you just... Can you stop?
- [pulls Wheelie off Mikaela]
- Wheelie: Hey, what are you doing?
- Sam Witwicky: Just stay right there, okay? I'm not gonna tell you again.
- [surrounded by Devastator's Constructicon vehicles]
- Agent Simmons: You ever see "Gunfight at the O.K. Corral"?
- Leo Spitz: No.
- Agent Simmons: Starring Burt Lancaster and Kirk Douglas?
- Leo Spitz: No, why?
- Agent Simmons: Looks like we're right in the middle of it.
- Leo Spitz: Is that good?
- Agent Simmons: A lot of people died.
- [the Constructicons transform and combine to form Devastator]
- Ron Witwicky: Sam!
- Judy Witwicky: What?
- Ron Witwicky: Sam!
- Sam Witwicky: Mom! Dad!
- [Rampage launches himself in front of Sam, tossing his parents around]
- Sam Witwicky: Wait! WAIT!
- Ron Witwicky: Sam, listen to me! I want you to run!
- Sam Witwicky: Wait, wait, wai...
- [Sam hears a whistle, and catches sight of a hidden Bumblebee...]
- Sam Witwicky: Okay...
- [holds up his sock]
- Sam Witwicky: Okay, this is what you want... and I know you need me, 'cause I know about the Matrix...
- Rampage: [growling] Sam Witwicky...
- Ron Witwicky: Sam, just go!
- Judy Witwicky: Sam, listen to your father!
- Ron Witwicky: Sam, they're gonna kill us all anyway!
- Sam Witwicky: Look, just come over here and take it, don't harm them... okay. BUMBLEBEE!
- [Bumblebee jumps on Rampage]
- Sam Witwicky: Take 'im down, Bee!
- Mikaela Banes: [to Wheelie] I'm sorry, I'm so sorry about your eye. But if you're a good boy, then I'm not gonna put out your other eye. I'm not gonna hurt you. Just tell me what these symbols are, please...
- Wheelie: [examines the documents] Oh... oh, I know that, that's the language of the Primes! I don't read it, but these guys... Where the frick did you find photos of these guys?
- Sam Witwicky: Is this them?
- Wheelie: Yeah! Seekers, pal! Oldest of the old! They've been here for thousands of years, looking for something. I don't know what, nobody tells me nothing. But they'll translate those symbols for you. And I know where to find them!
- Sam Witwicky: [to Alice and Leo as they enter the room to find he's written in Cybertronian all over the walls] Hey! You ever have a song stuck in your head? Its like the worst song ever, but you cant help but whistle it or sing it cause it repeats itself, repeats itself, repeats itself, repeats itself, repeats itself, repeats itself. Kitten calendar, kitten calendar, kitten calendar, kitten calendar, kitten calendar, kitten calendar, kitten calendar.
- Leo Spitz: Dude, what the eff?
- Sam Witwicky: I know you're freaking out. Don't freak out. Don't freak out. Easy fix. Puzzle code in my head. Now it's on the walls. Everything is good.
- [Wheelie leads the group to an SR-71 Blackbird jet]
- Wheelie: Oh, there he is... This guy's a legend, like the Chairman of the Board! Yo, freshman, point the shard and watch the magic happen.
- [Sam sticks the Allspark shard into the jet. Mikaela makes a closer examination of the plane, and discovers a symbol...]
- Mikaela Banes: Oh, shit... It's a Deception!
- Agent Simmons: Decepticon? Behind the MiG NOW!
- [Sam, Mikaela, Leo and Simmons scramble away as the Blackbird transforms]
- Jetfire: What sort of hideous mausoleum is this?
- [Jetfire spots the humans]
- Jetfire: Answer me, pawns and knaves! Show yourselves, or suffer my infinite wrath!
- [Cautiously, the humans approach the robot]
- Jetfire: You little spinal-cord-based organisms...!
- [bangs his head on a model of a satellite, which drops and just misses Sam]
- Jetfire: Oh, bugger it!
- [stands upright]
- Jetfire: Behold, the eternal glory of Jetfire! Prepare for remote systems override!
- Wheelie: I tell you, this guy did NOT age well!
- Mikaela Banes: I don't think he's gonna hurt us...
- [first lines]
- Optimus Prime: Earth, birthplace of the human race. A species much like our own, capable of great compassion and great violence. For in our quest to protect the humans, a deeper revelation dawns: our worlds have met before...
- Galloway: Now, under the Classified Alien-Autobot Cooperation Act, you agreed to share your intel with us but not your advancements in weaponry.
- Optimus Prime: We've witnessed your human capacity for war. You would absolutely bring more harm than good.
- [Mikaela discovers Wheelie and captures him]
- Wheelie: Is that the best you got, huh? Is that the best you can do?
- Mikaela Banes: What are you doing here, you little freak?
- [she grabs a blowtorch, and burns Wheelie's right eye off]
- Wheelie: That's my eye, you crazy bitch!
- [clips a blue eye over his injured one as a replacement]
- Mikaela Banes: You gonna talk now?
- Wheelie: I seek knowledge from the Cube. The Fallen demands me!
- Mikaela Banes: What knowledge?
- Wheelie: You got the shard, I need the shard. Give me the shard. I need the shard. They're gonna whack me! I'm gonna be dead with that shard!
- [Mikaela toys with Wheelie's good eye with the blowtorch]
- Wheelie: Easy, Warrior Goddess, I'm just a little salvage-scrap drone!
- Mikaela Banes: Then I'm your worst nightmare!
- Wheelie: Hey, hey, hey!
- [Mikaela grabs Wheelie and stuffs him in a box]
- Sam Witwicky: Look, I am slowly losing my mind, okay? I had a little crab bot plug in to my brain and start projecting little alien symbols like a freaking home movie! And on top of that, I am a wanted fugitive! So you think you got it rough?
- Agent Simmons: You said it projected images from your brain?
- Sam Witwicky: Yeah.
- Agent Simmons: Meat locker, now!
- [Sam encounters the Dynasty of Seven Primes]
- Prime #1, Prime #2, Prime #3: Sam... we have been watching you for a long, long time. You have fought for Optimus, our last descendant, with courage and sacrifice, the qualities of a leader. A leader worthy of our secret. The Matrix of Leadership cannot be found, it must be earned. Return now to Optimus. Merge the Matrix with his spark. It was, and has always been, your destiny...
- [Sam wakes up]
- Agent Simmons: [positioned under Devastator on the pyramid to give a position for the rail gun, sees two wrecking balls hanging from Devastator's groin] I am directly below... the enemy's scrotum.
- Skids: Oh, look who came sashaying back.
- Mudflap: Hair growing like a Chia Pet, look at him.
- Leo Spitz: I had a bit of a mild panic attack earlier, right?
- Mudflap: That's 'cause you're a pussy.
- Leo Spitz: I think I'm allowed that, considering what I've been through.
- [directs attention to Sam]
- Leo Spitz: Hey, you say you have in your head? I know someone who can help.
- Sam Witwicky: Who?
- Leo Spitz: RoboWarrior.
- Sam Witwicky: I'm sorry, what were you saying?
- [Jetfire thrusts himself right in their faces, making them fall over]
- Jetfire: I told you my name was Jetfire! So stop judging me!
- Wheelie: Whoa, somebody shit the bed this morning!
- Jetfire: Somewhere buried in this desert, our ancestors built a great machine. It harvests Energon by destroying suns.
- Sam Witwicky: Destroy suns?
- Leo Spitz: You mean blow them up?
- Jetfire: Yes! You see, in the beginning, there were seven Primes, our original leaders. And they set out into the universe, seeking distant suns to harvest. The Primes set out with one rule: never destroy a planet with life. Until one of them tried to defy this rule. And his name was, forevermore, the Fallen...
- [projects a hologram and narrates the events seen within]
- Jetfire: He despised the human race, and he wanted to kill you all by turning on that machine. The only way to activate it is with a legendary key called the Matrix of Leadership. A great battle took place over the possession of the Matrix. The Fallen was stronger than his brothers, so they had no choice but to steal and hide it from him. In the ultimate sacrifice, they gave their lives to seal the Matrix away in a tomb made of their very own bodies. A tomb we cannot find.
- [shuts off the hologram]
- Jetfire: Somewhere, buried in this desert, that deadly machine remains. The Fallen knows where it is, and if he finds the Tomb of the Primes, you world will be no more.