The battle starts when the Autobots arrive at Egypt. Starscream fly's in and does an air strike on Bumblebee attempting to hit him. He misses, but transforms and tries to hit him, still. Sam and Mkaela get out of the car and run to the nearest building. Protoforms star arriving on earth, and The Autobots begin battling them.
Meanwhile Leo, Simmons, Skids, and Mudflap are in a construction site where they see several of the constructions coming. They quickly hide behind a car, while the constructicons begin to transform and combine. They slowly form devastator, who smashes a car, then begins to suck up everything. He sucks up the car, which makes Leo and Simmons run for cover, while Devastator sucks up many people and their homes. Leo and Simmons hold onto a pole, holding on for dear life, while Skids and Mudflap do the same. However, Mudflap lets go and tries to hold onto Skids' face, then lets go again, which fly's into Devastators mouth. Devastator stops sucking up things, and begins to barf up pieces and dust, Until Mudflap bursts out of Devastators face, alive, and begins shooting Devastator repeatedly.Skids joins by using the crane counterparts on Devastator to fight him. Mudflap does the same, but the two collide on the swing. Devastator begins firing his missiles at Leo and Simmons, while they hide under Devastator, along with Skids and Mudflap.
Devastator slowly moves towards the Pyramid of Giza, Where the Star Harvester is. Simmons follows him, to give NEST Coordinates so they can stop Devastator. A Gun on a battleship hundreds of miles away receives Simmons' call and fires on his coordinates. The missiles rip off devastators arms and and leg, where he falls off the pyramid and decapitates himself. The Constructions Transform and head to fight the Autobots.
Meanwhile, Sam and Mikaela are hiding, where they pass a building, where they encounter Rampage pushing Sam's parents, he rushes to help, but Rampage transforms and aims his guns at Sam, who fell for the trap. Sam's Parents try to help Sam, but Sam tells them to run. Bumblebee then jumps out and begins righting Rampage. Bumblebee is winning, until Ravage runs out from behind and begins shooting Bumblebee. Ravage then jumps onto Bumblebee, until Bumblebee rips out his tail and tears him up, killing Ravage. Bumblebee finishes off Rampage, then puts his Parents to safety. Sam and Mikaela hide in a nearby building. However, A Decepticon sends a spy to find them, and he does, while Sam crushes it, then Starscream destroys the building and shoots at them. He misses, while Sam and Mikaela run to Optimus, being chased by the Decepticons.
The Fallen arrives, shortly after Optimus' Corpse is delivered. the Fallen attacks the Autobots then teleports to the the Pyramid of Giza. Several NEST Vehicles attempt to shoot at The Fallen, but The Fallen uses his powers to lift the blocks of the Pyramid and tosses them at the Incoming jets. He uses his powers again to lift the tanks and throw them against the side of the Pyramid, killing many, many NEST Soldiers. Scorponok then jumps out the sand and severally wounds Jetfire. Jetfire smashes Scorponoks head with his cane, killing Scorponok. Sam then revives Optimus, but he is too wounded from the Fallen, who just attacked him. Jetfire, too wounded beyond repair, sacrifices his spark and parts to heal Optimus. Jolt then transports the parts of Jetfire to Optimus, who becomes Jetpower Optimus Prime.
Optimus blasts off towards the Pyramid to fight the fallen, while Megatron and Starscream fight the Autobots. They drive Megatron off, who escapes. Optimus then fires his missiles to destroy the Star Harvester, then begins to fight the Fallen. Megatron and Starscream arrive, trying to help the fallen. But Optimus was too powerful, and he cut off half of Megatrons face, along with his arm. Until he slams the fallen against a wall and Stabs him, and rips off his face, Killing the Fallen. Megatron cannot believe what he saw, and he and Starscream escape.