Two years after the events of the first film, the Autobots alongside the British and American military have joined forces to form an organization named NEST to combat the Decepticons hiding out on Earth. Optimus Prime leads NEST into Shanghai, China, to eliminate several Decepticons.
He is joined by newcomers including Arcee, Sideswipe, Jolt and the Twins Skids & Mudflap. Optimus kills Demolishor but not before the Decepticon utters that the Fallen will "rise again". American National Security Advisor Galloway berates the Autobots and NEST, suggesting that the Autobots leave. While Optimus does agree to this if the President of the United States of America commands this, he questions what will happen if the planet is left defenceless. Soundwave, a Decepticon intelligence officer, hacks into a satellite and discovers the location of Megatron's corpse and the location of a piece of the AllSpark, the source of the Transformers' existence. Soundwave deploys his minion Ravage to retrieve the shard, which he succeeds in accomplishing.
The Constructicons and a surgeon-robot named Scalpel revive Megatron. Megatron flies to a Decepticon spacecraft where he is reunited with air commander Starscream and the Fallen, Megatron's master. The Fallen intends to destroy the Sun and Earth in the process.
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