Sideswipe: Damn, I'm good.

Sideswipe, we've figured that.

Ironhide: Punkass Decepticon!

Optimus: Any last words?

Demolishor: This is not your planet to rule! The Fallen shall rise again!

Epps: That doesn't sound good.

Optimus: Not today... (shoots face off)

Demolishor sure knows how to make a plot hole.

Megatron: Even in death there is no command but mine!

Scene change to The Fallen's Chamber

Megatron: My master, I have failed you, the allspark has been destroyed and without it our race will perish.

The Fallen: You have so much to learn my discple, it's power, it's knowledge, can NEVER be destroyed! It can only transform.

Megatron: ........

The Fallen: It has been absorbed by the human boy!

Megatron: Then let me rip the flesh out of him!

The Fallen: You will my discple, in time, for millenia I have dreamt of returning to That wretched planet! where I too was "betrayed" by the primes I once called my brothers, only a prime can deafeat me, and now, only one remains.


The Fallen: (whispers) Than he will lead us to him, and revenge will be ours... (Goes in a short term sleep mode)

Starscream: The boy will not escape us! We have him in our sights!

Starscream: We need energon, or the hatchlings will keep dying.

(drops a already dead hatchling)

Megatron's weaponary, Starscream's cowardry, and The Fallen's cleverness might make a great plan.

Wheelie: Ow! That's my eye you crazy bitch!

—Yeah, but when you attempt to burgle a Warrior Goddess, what do you expect?

Leo: They're REAL?!

—This coming from the guy who said the Internet doesn't lie on those videos he keeps posting.

Mikaela: Kiss this, bitch!

—If Wheelie saw that scene, he'd be wetting himself.

Leo: Can I just sit and watch? I'll eat my pizza quietly!

—More proof that Leo is one disturbed man.

Judy: "Hello, Professor! I'll do anything for an 'A'!"

Judy Witwicky feeling the effects of her "environmentally friendly brownies" which is just marajuana...

Megatron: Is the future of our race not worth a single human life?

Optimus Prime: You'll never stop at one. I'll take you all on!

—Optimus explaining that humans are like potato chips. You can't have just one.

Seymour Simmons: "What is going on?"

Leo: "How many times can you get tased in the nuts before you can't have kids? You know!

—Like Leo ever WILL have kids.

Mikela:"Well, at least he's faithful."

Sam:"Yeah, well, he's faithful, and he's nude, and he's perverted."

—The two explaining Wheelies' "qualities".

Jetfire "Itchy, wretched, rust in my arse!"

—Rust, huh? OIL SLICK!

Jetfire:" I have no time to talk, I'm on a mission. I'm a mercenary doom-bringer. What planet am I on? Earth? A terrible name for a planet. Might as well call it "Dirt", Planet "Dirt."

Jetfire:"Do you know what my father was?! A wheel! The first wheel! And do you know what he transformed into?! NOTHING! But he did so with honor! Dignity, dammit!"

Jetfire, perhaps revealing more about his lineage than he'd intended.

Sam:"Dude, the government can hear and track you through those things!"

Sam in reaction to Leo watching a video on his cell phone while they are on the run to protect Sam.
(This is a reference to Eagle Eye, another movie Shia LaBeouf was in. The main premise of this movie is that the government can monitor you through your cell phones.)

Simmons: "One man, alone, betrayed by the country he loves. Now it's last hope in their final hour of need."


Mudflap: "Nobody messes with the twins!"

—This coming from the guy who was nearly turned into slag by a mean robot.

Mudflap: "I'm gonna bust your face up!"

Mudflap doing the only useful thing he did in the entire movie.

Simmons: "I'm directly below the enemy's scrotum."

Agent Simmons on the coordinates under Devastator's "wrecking balls".

The Fallen: "Die like your brothers!"

Jetpower Optimus Prime: "They were your brothers too!"

The Fallen and Optimus Prime. Talk about brotherly love.

Jetpower Optimus Prime: "Give me your face!"

The Fallen living up to his name again.

Jetpower Optimus Prime:"I rise, you fall!"

—Geez, first Bonecrusher, then Demolishor, now your "brother"?!

Starscream: "Not to call you a coward, master... But, sometimes cowards do survive."
Megatron: This isn't over!

—You'd know all about that, wouldn't you, Starscream?

Sam: "You're Optimus Prime. You don't need me."

Sam expressing the feelings of many fans.


The Fallen upon his arrival to Earth.

Optimus Prime: "Sam, fate rarely calls upon us at the moment of our choosing." - Optimus Prime trying to convince Sam to speak for the Autobots into letting them stay on Earth

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