Meanwhile back with Autobots…

Brawl continues to take heavy shots at the soldiers and the autobots as the civilians continuing running away from Brawl. Jazz and Ratchet move in to attack Brawl as the soldiers move in as well. Mikaela spots Longarm and went to retrieve him to help Bumblebee.

"Move out! Let's go!"

[Civilians screaming and shouting]

Bumblebee crawls to Sam with the All Spark in his hand

"I'm not gonna leave you."

[Bumblebee electronic whining and growling] Bumblebee hands Sam the All Spark.

"Sam, I couldn't protect the All Spark like I should've. Now, it's your turn. The fate of the human race rests in your hands."

Ironhide pushes on as Brawl continues to shoot at him dodging every shot. He transforms, jumps in the air while dodging the rockets as they fly under him, and uses his cannons to jump over the screaming woman in a dog roll.

[Ironhide growl and grunt]

[Girl high pitched scream]

[Ironhide roaring]

Jazz moves in a flash with Brawl noticing him sneaking up on him

"Come on, Decepticon punk!"

He jumps on him twirls around him as he transforms onto top of Brawl's head and tries to catch him. He breaks off his shoulder cannon but he grabbed Jazz and threw against the wall. Ironhide continues to push forward as jumps in the air in a barrel roll shooting at him, Jazz slides in shooting under him and finally Ratchet joins in with a twirl in the air cuts off Brawls hand with saw.

"Concentrate your fire!"

The humans, Ratchet and Prowl opened fire on Brawl and flips him back straight to the floor

(Gunfire) [Devastator roaring]

Meanwhile with Cliffjumper, Arcee and Longarm…

Blackout arrives to the scene as Arcee, Cliffjumper and Longarm opens fire on him and Blackout took huge shots against them and uses his propeller as a shield deflecting every shot.

"Damn! He's blocking every shot we give him."

Arcee thought of an idea.

"Guy's I got an idea. Follow my lead."

Arcee runs towards him as Cliffjumper and Longarm try to figure out what she was planning. Arcee charges at him as Blackout takes multiple shots as she dodges every shot and high jumps into the air and takes a few shots at him. Finally Cliffjumper gets the gist of what Arcee was planning.

"Oh, I see what you're doing. Longarm, time to play tackle."

Longarm nodded at Cliffjumper as they charge towards at him and tackled him down to the ground and before Blackout could get up Cliffjumper and Longarm pullout their rocket launchers and shot him at the same time and to pull off the final trick Arcee pulls out her secret move.

"Longarm, throw me your hook."

Arcee grabs Longarm's hook goes around Blackout wrapping him up in a circle.

(Arcee, Cliffjumper and Longarm cheering) Suddenly Longarm notices that Blackout is down but not out of the game yet.

"Look he isn't even dead yet."

"Oh shit. What are we gonna do now?"

Blackout tries to recover and tries to retreat but Arcee was not going to let him get away.

"He's not getting away."

"Arcee, wait! (Facepalm) Damn it not again, Arcee."

Arcee goes after Blackout as Cliffjumper follows and Longarm went to check on the others

Back with the rest of the autobots…

Mikaela finally reached to Longarm in time while he's shooting down Brawl as she got an idea to help Bumblebee get off the battlefield.

"Longarm!"

"Kind of busy right now." (Gunfire)

"I got something that can help Bumblebee get out of here."

"Alright, I hope this works."

Longarm follows Mikaela to Bumblebee until Megatron swoops down to the city ready for total chaos.

"Megatron!" [Growls indistinct]

"It's Megatron! Retreat!"

"Move! Fall Back!"

Ratchet, Jazz and Prowl try to cover the civilians as they try to escape. Jazz takes a shot at Megatron but got blasted back to floor trying to save them as they're being defeated continuously.

[Jazz yelling]

"Get our guys out of the way! Get out of here! Go! Get them out of the buggy! Move out!"

"We need air cover down here, now!"

Megatron transforms, swoops down and grabs Jazz into the air. Longarm sees Jazz get taken away and wants to help.

"Jazz, no."

Longarm runs to help Jazz but stopped by Mikaela

"Hey! Where are you going?"

"I've got to help Jazz. Okay Bee?"

"It's okay. Go help him."

Longarm leaves Mikaela and Bumblebee to help Jazz. Mikaela had to go find another Tow-Truck, breaks into it, hotwires it and brings it to them.

"Sam, help me with this."

Megatron flies up top of a building and drops Jazz as he steps on him and Jazz tries to fight back. From below Longarm can see Jazz and Megatron fighting. He begins to climb the building in a hurry to help Jazz.

"That all you got, Megatron?"

"Come here, little cretin."

"You want a piece of me? You want a piece?"

"No!"

Before Megatron could rip Jazz in half Longarm pulls out his cable, wraps it around Megatron's neck and started choking him roughly.

(Grunting) "No. How about you take a piece from me!"

"Pesky autobot."

As Megatron tries to grab hold of Longarm he throws Jazz to the floor and grabs Longarm instead.

"I want two!"

As Jazz looks up as he witnessed in shock Megatron ripping Longarm in half holding his entire torso by the head and threw it down to where Jazz is.

"Longarm, no! Come on man. Stay with me."

He holds up Longarm as he has to say his last words before he deactivates.

(Groaning) "I need to tell Bumblebee… I'll be okay and give him this."

Longarm hands him a personal message chip.

"I'll make sure he gets this."

Jazz holds his hand tightly holding on to spark as he deactivates slowly dying away and then completely shut down for good. Jazz looks down and shakes his head as a shame way to die. He calls out to Ratchet and Prowl to help him.

"Yo, Ratchet! Prowl! Help me pick him up."

He calls Bumblebee thorough the com to tell the bad news about Longarm

(Through com to Bumblebee) "Bumblebee, it's me Jazz."

"Yeah."

"It's Longarm. He gone man. He gone because of Megatron. I'm sorry, Bee."

Bumblebee looks down in total shock as he reaches for Arcee to tell the news as well.

"Arcee."

"Yes, what's wrong?"

"Longarm… he's… he's…" Bumblebee hesitates but Arcee knows what he was going to say as she drops to her knee's and starts to tear up a bit. Bumblebee lifts up Arcee's chin to comfort her.

"For Longarm."

"For Longarm." Arcee repeated

They both kissed on agreeing to fight honorably for their fallen friend; Longarm. Meanwhile Brawl tries to recover from the attacks as the soldiers begin to worry.

"Sir! That tank thing is getting back up."

"Oh, these things just do die."

As Lennox looks up he sees another decepticon on top of a building as doubts about winning

"Oh, were so dead."

"Wrap it around the head."

"Sam! Where's the Cube?"

"Right there."

"Okay."

"And take that and wrap it around the base and then put it around his neck, okay?"

"Epps, get those Black Hawks here! That building."

Lennox points to the building that they want Sam to go to.

[Panting] "Okay."

"What?"

"All right, I can't leave my guys back there, so here, take this flare. Okay, there's a tall, white building with statues on top. Go to the roof. Set the flare."

"No."

"Signal the chopper and set the flare-"

"No, no. I can't do this!"

Sam hesitates to comply but Lennox forces him to do so.

"Listen to me! You're a soldier now! All right? I need you to take this Cube. Get it into military hands while we hold them off, or a lot of people are gonna die."

"You got to go. You got to go."

"No, I'm not leaving."

"You need to go. No, get out!"

"No, I'm not leaving till I get Bumblebee out of here, okay?"

(Through radio to Black Hawk Pilots) "Army Black Hawk requested. Immediate evac for civilian boy with precious cargo. Headed to rooftop marked by flare.

"Sam, we will protect you."

"Okay."

"Epps, where are those planes?"

Sam runs off to the building but Mikaela stops before he left

"Sam!"

[Panting] "No matter what happens, I'm really glad I got in that car with you."

"Sam get to the building!"

"Move!"

"Decepticons, attack!"

"Hit it!"

Sam runs to the building and Mikaela continues to hook up Bumblebee as the soliders and the autobots take cover in positions while Brawl fires rockets on them. Ironhide, Ratchet and Prowl give cover fire for Sam.

"Cover fire." (Gunfire)

As Sam runs down the road Ironhide tries to give cover to Sam with a car but gets knocked down by Blackout's rockets as Blackout flies over him. Mikaela tries to hook up Bumblebee as fast as she could as Arcee gives cover.

(Soldier) "Girl, get that tow truck out of here!"

"I'm going! I'm going!"

"Get out of here now!"

[Brawl growling] (Rapid Gunfire)

Brawl approaches them but Mikaela, Bumblebee and Arcee manage to dodge the blast and escape. Until Optimus Prime finally arrives to the city as he transforms gets ready to fight.

"Megatron!"

"Prime!" [Megatron growls]

Megatron jumps off the building, transforms and flies to Optimus as he jumps on him holding on to Megatron. They fly through the city hitting buildings back and forward until they flew straight through a building and out. Optimus and Megatron tumble over each other fighting as Megatron pushes down but Optimus tries to push back.

[Megatron growling] "Humans don't deserve to live."

"They deserve to choose for themselves."

"Then you will die- with them! [Growl] Join them in extinction!"

Megatron throws Optimus as they both draw their weapons. Optmius takes a small shot at Megatron knocking him back a bit but Megatron makes a comeback with a larger shot throwing Optimus to an office building and falls onto the floor.

[Optimus groans]

"I'll deal with you later, Prime."

Megatron transforms and continues to search for Sam.

"You're not getting away, Megatron."

Optimus follows Megatron

Meanwhile with Sam…

Sam continues to run as Ironhide, Ratchet and Prowl run with him.

"Keep moving, Sam! Don't stop!"

Blackout shows up causing havoc near Sam trying to get him but missed him as Sam continues to run.

"Whoa! No!"

Starscream swoops down hard and fast landing on Sam and flipping cars around him. Ironhide, Ratchet Prowl jump in to help Sam.

"No! Gah!" (Rapid Gunfire)

Sam takes cover as Starscream opens fire on them as the Autobots do as well but Starscream decides to retreat and fly away as Ironhide, Ratchet and Prowl recover.

[Sam, Ironhide indistinct grunting and yelling]

"Sam, get to the building!"

Sam once again continues to run from the battle as Megatron swoops down finding Sam and tears through everything and anything in his path.

[Sam panting]

[Megatron growls] "Give me that Cube, boy!"

[Sam panting, yelling] Sam runs though the road suddenly and SUV nearly runs him over and Sam falls to the ground as the cube created a shockwave and the driver was very angry.

(Driver) "Did that jerk just dent my car?"

The Steering wheel came to life as it grabs the drivers face and everything else around it came to life. The Xbox came to life along with the Soda vending machine and everybody ran.

[Driver and friend shrieking]

[Steering Wheel Robot growling]

[XBOX buyer terrified mewling] "Yah!"

Sam finally reaches the building he's supposed to be at as Megatron continues to track and follow him into the building.

[Megatron growling] "I smell you... boy!"

Sam runs upstairs as Megatron busts through the floor trying to grab Sam but couldn't get him.

[Lots of growling and roaring] Maggot!"

Meanwhile with Mikaela, Bumblebee and Arcee…

Mikaela drives through the alley way to hide from the fight as everybody else struggles to hold down the fight against Brawl as they are pinned down and Sam continues to run. Mikaela struggles a bit as she looks back at Bumblebee and Arcee to decide. They both nodded to her as she sucks it up and decides to fight back. Mikaela pulls out of the alley way and into position from where Brawl is.

[Electronic grunt, Bumblebee plays Doomsday Clock]

[Mikaela grunting]

[Bumblebee electronic squeal] "Whoa, whoa, whoa!"

"I'll drive! You shoot!"

"Ready, Arcee?"

"Ready."

"Alright, let's do this! For Longarm!"

"For Longarm!"

Arcee sits in his lap and they both pull out their cannons and Mikeala begins to drive backwards as Bumblebee pushes everything out of the way. The soldiers continue to struggle to fight against Brawl.

"This isn't going well!"

"Shoot! Shoot!"

Bumblebee and Arcee begin to start shooting down Brawl as it was pushing him back a bit. Along with the human's fire power Brawl begins to fall apart piece by piece. Until one final head shot took Brawl down once and for all collapsing into the building.

[Devastator dying growl]

[Bumblebee electronic squeal]

[Mikaela heavy panting] "Nice shot."

"Okey-do."

"That tank is definitely dead now. All right, let's go! We got business!"

Sam finally reaches to the top of the building as the Copters were closing in. Sam turns on the flare signaling the copters to pick him up.

[Sam panting] Heeeey! Heeeey! I'm over hereeee!

Sam signals the copters as they spot them but trouble comes along as Starscream arrives to the scene.

(Black Hawk Pilot) "We've got the boy."

At the moment when Sam was going to hand over the cube Starscream shoots a missile at the copter

"Watch out!"

"Missile!"

[Sam shouting]

As the helicopter crashes and Sam takes cover but it misses him. Optimus jumps from building to building to find Sam

"Hang on, Sam!"

But Megatron arrives as well busting his way through the roof and Sam ran behind the pillar on the edge of the building risking himself falling to his death.

"No! No!"

"Is it fear or courage that compels you, fleshling?" Megatron asks

"Ooooh..."

[Starscream speaks in Cybertronian]

"Where do I go? No. Ah. Hh. No. No no no."

Sam grew even more scared for his life as Megatron grows closer to him

[Megatron speaks in Cybertronian] "Give me the All Spark and you may live to be my pet."

Sam continues to struggle nearly slipping off the edge as the copters fly by helplessly to help Sam but Sam kept his promise about the All Spark.

"I'm never giving you this All Spark!"

"Oh, so unwise. [Growl]"

"Hh. Whoaa!"

Megatron pulls out his whip chain and destroying the top of the building causing Sam to fall but Optimus caught him just in time.

"I got you, boy."

[Sam panting]

"Hold on to the Cube! [Assorted grunting]"

Optimus holds on to Sam as he slides down on the buildings each side to get to the ground safely but Megatron dropped down forcefully dragging Optimus down to the ground hard. Megatron sees a human in front of him and was disgusted about it.

"Oh no oh no-"

"Disgusting."

"Aaaah!" He flung the human into a car.

[Sam grunt] Optimus uncovers Sam to check on him

"Sam? You risked your life to protect the Cube."

"No sacrifice… No victory."

"If I cannot defeat Megatron, you must push the Cube into my chest. I will sacrifice myself to destroy it. Get behind me."

Sam runs for cover as Optimus and Megatron have their final battle.

"It's you and me, Megatron."

"No, it's just me, Prime."

"At the end of this day, one shall stand, one shall fall."

"Why throw away your life so recklessly?" Megatron asks curiously

"That's a question you should ask yourself, Megatron."

"No, I'll crush you with my bare hands!"

Megatron throws Optimus to the wall as if he was a rag doll and being defeated by him

"You still fight for the weak! That is why you lose!"

(Soldier) "Move it! Let's go!"

As the soldiers, Cliffjumper and Arcee go down the same alley way as civilians still try to escape. Blackout arrives on the scene as they were trying not to get seen. Blackout pulls out his spinning propeller blade and heading towards Optimus and Megatron's battle

"Fighter jets in sixty seconds. (Though radio to F-22 Pilots) We got friendlies mixed with bad guys. Targets will be marked."

"Hey... Bring the rain. All right? Let's kill these things. Arcee, I'll need your help."

"Okay."

"Don't worry I'll cover you."

"Move, move, move!"

"Remember, aim low. Armor's weak under the chest. [Grunt]"

The soldiers take hiding positions as Cliffjumeper was at edge checking the corner. Arcee transforms as Lennox gets on and Epps targets Blackout.

"Target marked. Still waiting."

(F-22 Pilot) "Time on target, 20 seconds."

As the Jets move in on the target Arcee and Lennox take position getting ready for their counter attack.

"F-22s, we're still waiting."

[Blackout electronic sound] Blackout spots the soldiers and aimed right at them.

"Move out!"

As Blackout takes a large shot the soldiers scrambled dodging it. Cliffjumper gives them cover fire for Arcee and Lennox

"Incoming!"

Arcee and Lennox charged at him as head straight forward to Blackout and Jets move in closer aiming at Blackout.

(F-22 Pilot) "Weapons armed. Status green."

Blackout takes every shot at Arcee and Lennox but kept missing them and just in time the missiles came down at Blackout. Then Arcee transformed and Lennox both slide under Blackout taking a few shots under him as he starts to tumble down by the missiles and the shots.

[Lennox and Arcee yelling, half-laughing]

[Blackout dying growl]

[General yelling] "Run! Move!"

As Sam watches in cover he witnesses Optimus getting defeated by Megatron as he gets kicked in the face.

(F-22 Pilot) "Second wave's on approach."

As the jets come in for a second wave something was not right of what it was to appear. It transforms out of nowhere as the pilots begin noticing.

(F-22 Pilot) "What is that? Break off!"

(F-22 Pilot) "Copy."

(F-22 Pilot) "It's either a massive amount of-"

Starscream begins to shoot down and destroy the jets around him until one jet aimed at him and took the shot at him.

(F-22 Pilot) "Two, get a lock! Pop that guy!"

(F-22 Pilot) "Stay on him. Keep him in your sights."

"Take him out!"

Jets swooped down on Megatron as he taking many shots from the jets missiles and the shots from the soldiers. Megatron tries to retreat but Optimus trips him before he could. Optimus jumps on him pulls out his sword and was close to Megatron's chess as they push back and forward but Optimus pushed harder into chess killing him slowly as Megatron slowly dies off. Sam looks up to him and wonders if it's over.

"Optimus, is it… over?"

"Yes, Sam. It is finally over."

Sam hands over the All Spark to Optimus but without knowing Megatron comes back to life for one moment as Megatron jumps towards Optimus as Sam runs.

"I'll kill you! MINE! All-Spark-k!"

Optimus grabs Megatron and pulls him down with the All Spark in his other hand charging as he punches him into his chest destroying the All Spark. Megatron falls to his knees with his claw on his spark choking from the raw power killing him instantly.

[Megatron yelling, dying throes]

Megatron drops to the ground as he dies instantly as he shuts down. As the battle begins to calm down and Optimus looks down at him and shakes his slowly in shame.

"Hold up."

"You left me no… choice brother."

As the Autobots come back together to find Optimus but without knowing Starscream flies down fast as he picks up Megatron and flied away as quickly as he can. Cliffjumper wanted to stop him but Prowl stopped before he could.

"No, Cliffjumper."

"What are you doing? He's getting away!"

"Let him go, Cliff. Like I said before cons like him always come back but we'll be ready for him next time. Right now let's focus what's happening here."

"I guess you're right."

As Cliffjumper and Prowl regrouped with rest as Ironhide carries Longarm's half torn body Optimus lowers himself to tell Sam something.

"Sam, I owe you my life. We are in your debt."

Mikaela arrives back with Bumblebee as Sam and Mikaela smiled at each other and were happy to see each other again so as Bumblebee and Arcee. Arcee runs to Bumblebee and jumps on his lap.

"Bumblebee!"

"Arcee!"

As she jumped onto his lap she hugs him and kissed on his speaker as they were grateful to be alive.

"I'm glad you're still in one piece, Bee."

"Me too."

Jazz approaches to Bumblebee with the recorded chip "Yo, Bee. Longarm wanted me to give this. It's his recorded chip."

Jazz hands him the chip and inserts it into his head and plays it in his head. Arcee and Cliffjumper wanted to listen to so they attached cords to each other's audio receptors.

Message plays ("Hey there Bumblebee. If you got this message I'm probably offline. I hope Cliff and Arcee are listening too. I took this time from Cybertron to make this message for you bots and I wanted to say that you guys are the greatest teammates I ever worked with. Bee, your spirit is the reason why I got this far in spark. Arcee, your compassion for the team especially Bee is the reason why I care for all of you and Cliff, your courage is the reason why I managed to stand on my own feet and that your stubbornness is what kept me as a nice bot. (Chuckles) Either way you bots are the reason why I got this far I just wished that I would have lived to see after the war. Thank you for the time we spent together. Bee take care of yourself and Arcee she's a keeper and keep Cliff out of trouble. He's a hothead. Longarm signing off.") Message ends

Arcee begins to cry and Bumblebee tries to cheer her up with them kissing again. Ironhide hands Optimus Longarm's torn body.

"Prime, we couldn't save him."

"Oh, Longarm. We lost a great comrade. But gained new ones. Thank you. All of you. You honor us with your bravery."

"Permission to speak, sir?" Bumblebee asks

"Permission granted, old friend."

"I wish to stay with the boy."

"If that is his choice."

Bumblebee looks down at Sam as he looked back at him and at Mikaela as well and Sam makes up his mind.

"Yes."

"Sam, I never got to ask you. People called you Spike. Do I call you Sam or Spike?" Bumblebee asks curiously

Sam thinks about it and made up his mind.

"Spike. Call me Spike."

As Bumblebee and rest were happy Optimus searches Megatrons destroyed spark and pulls a shard of the All Spark out of his chest as the last remaining piece of the All Spark.

Back at Washingtion D.C.

"Gentlemen, the President has ordered Sector Seven... be terminated and the remains of the dead aliens- disposed of. The Laurentian Abyss is seven miles below sea level, deepest place on our planet. The massive depth and pressure there, coupled with subfreezing temperatures, would crush and entomb them, leaving no evidence."

As the U.S. dumps the remains in the ocean Starscream was holding Megatron was barely functioning.

"Oh, how it pains me to do this."

(Grunting) "Wait… I still function."

"Wanna bet?"

"Starscream!" (SPLASH!) (Gurgling)

Starscream drops Megatron into the ocean as he begins to shut down completely as it slowly floats down to the bottom of the ocean. Starscream transforms and flies off into space and never heard from again.

[Starscream speaks in Cybertronian]

Lennox returns to his family with daughter and Sam and Mikaela came together as they finally a going out. Sam and Mikaela making out on top of Bumblebee and Arcee leaning next to him as the Autobots watch the sunset.