Thousands of years ago, the 13 Primes travel the galaxy to create Energon with sun-absorbing machines called Sun Harvesters. The Primes follow a law that no sun can be destroyed if it has life on one of its planets; however, one of the them breaks the law by setting up a Harvester on Earth in 17,000 B.C. after defeating ancient humans. The rest of the Primes Dynasty name him The Fallen, and sacrifice themselves to hide the "Matrix of Leadership", the key to start the Harvester.
Two years after Megatron's destruction, the Autobots have joined the U.S. military to create the Nonbiological Extraterrestrial Species Treaty (NEST), an elite, classified military task force working with the Autobots hunting down Decepticon resistance, with Major William Lennox (Josh Duhamel) and his squad as the human part of the NEST. During a mission in Shanghai, Optimus Prime learns of The Fallen's return, but is unfamiliar with the name. They chase remaining Decepticons through the Shanghai streets, puncturing a bridge. National Security Advisor Theodore Galloway (John Benjamin Hickey) chastises the task force for their destructive tactics and reminds them of the location of Megatron's corpse in the Laurentian Abyss and the surviving Allspark shard retrieved by Optimus. Soundwave, the Decepticons' communications officer, eavesdrops on the conversation and sends Ravage to retrieve the shard from NEST's base.
Meanwhile, Sam Witwicky (Shia LaBeouf) prepares to attend college, leaving his girlfriend Mikaela Banes (Megan Fox) and guardian Bumblebee behind. Packing his things, he discovers another Allspark shard in his old T-shirt he wore on the day when he destroyed Megatron. Then 3 shards fall off The Cutie Mark Crusaders (Apple Bloom, Sweetie Belle and Scootaloo) capes. The shards channels their knowledge into the minds of Sam, and the Mane Six causing them to see Cybertronian symbols. Sam gives the shard from his shirt to Mikaela, and when the Decepticon Wheelie tries to steal it, Mikaela locks him in a toolbox. While our Heroes put their shards in a small contanor and they place it in Thomas' cab. At college, Sam meets his roommate, Leo Spitz (Ramón Rodríguez), who runs a conspiracy website regarding the Transformers. Sam, and the Mane Six's hallucinations get worse, attracting the attention of fellow student Alice (Isabel Lucas), who is really a shapeshifting Pretender Decepticon. The rest of our heroes releize what the shards did to their friends and keep a sharp lookout for any Decepticon. Then Apple Bloom tells them that she saw Alice leaking oil when she hopped in Bumblebee, concluding that she's really a Decepticon in disguise! Ravage, Scalpel, and the Constructicons resurrect Megatron using the retrieved shard, who reunites with The Fallen, the founder of the Decepticons. The Fallen orders Megatron to capture Sam and our heroes, and then kill Optimus, who is the last surviving descendant of the Primes and the only person who can kill him.
Sam, Mikaela, our heroes, and Leo are targeted by the Decepticons. They kill Alice, but are captured by Megatron, Starscream, Grindor, and Discord. Megatron explains that they used part of the Alspark to resurrect Discord. Optimus and Bumblebee attempt to rescue them. Optimus kills Grindor but in the ensuing fight, Optimus is killed by Megatron. The Fallen uses Earth's telecommunications to ask for Sam and our heroes in return for mankind's survival, making Sam and our heroes international fugitives. Sam, Mikaela, Leo, Bumblebee our heroes, and twins Skids and Mudflap enlist the help of ex-Sector 7 Agent Seymore Simmons (John Turturro). Simmons reveals that the Transformers visited Earth eons ago and the most ancient, known as Seekers, live in secret. With help from Wheelie, they track down the elderly Decepticon Jetfire, who defected to the Autobots years ago, tired of fighting. Jetfire teleports the group to Egypt and explains The Fallen's history before sending them off to the find the Tomb of the Primes to revive Optimus. Simmons contacts NEST, telling them to bring Optimus and the other Autobots to Egypt.
Sam's group finds the tomb hidden in Petra, but the Matrix crumbles to dust in Sam's hands. Undeterred, Sam places the Matrix's remains in his sock. NEST and the Autobots land, but are cut off from the Pentagon thanks to Starscream. The Decepticons attack, including Constructicon Devastator who demolishes one of the Pyramids of Giza, unearthing the Sun Harvester, which was hidden inside the pyramid. He is then killed by a railgun attack summoned by Simmons. Sam's parents, who were kidnapped by the Decepticons, are used as bargaining chips with Sam to try to obtain the Matrix, but the trap fails when Bumblebee rescues them, killing Ravage in the process. Master Sergeant Robert Epps (Tyrese Gibson) summons an air strike, killing most of the Decepticons, but Megatron shoots and kills Sam, and knocks Thomas and Twilight uncousious. In the afterlife, Sam, Thomas, and Twilight meet the Primes, who tell him the Matrix is not found but earned. They resurrect Sam, and wake up Thomas and Twilight who use the Matrix to revive Optimus. The Fallen appears and uses the Matrix to start the Sun Harvester. Jetfire reliquinshes his parts to Optimus, allowing the latter to gain new powers, including flight. Optimus destroys the Sun Harvester, cripples Megatron, and kills The Fallen. Megatron escapes with Starscream. the Mane Six try to use the Elements of Harmony on Discord but they don't work! Discord explains that the Alspark shard has made immune to the elements' power and then he follows Megatron and Starscream. The Autobots, our heroes and their allies return to the United States. Then in the end of the movie Diesel 10 looks upon our heroes and says they'll be laughing the other side of their bodies soon.
- Discord will be working with the Decepticons.
- Both My Little Pony and Transformers: Revenge of the Fallen were made by Hasbro.
- The storyline continues in Thomas and Twilight Sparkle's Adventures of Transformers Dark of the Moon.
- Part 1: https://plus.google.com/photos/100495329807899486850/albums/6027534539652235409/6027534544287660850?pid=6027534544287660850&oid=100495329807899486850
- Part 2: https://plus.google.com/photos/100495329807899486850/albums/6027534539652235409/6027534574584157282?pid=6027534574584157282&oid=100495329807899486850