Billions of years ago, when the universe had finally formed and life was beginning to flourish; at the edge of the farthest galaxy two beings known as Primus and Unicron battled for supremecy. Primus, realizing that his brother needed to stop in order for peace and freedom to prosper, turned himself into a planet. Piecing himself apart and seperating his functions; he created the well of sparks, simply known as Vector Sigma. He created 13 smaller beings, these beings were the Primes and they carried his will. One of them, Megatronus, had become infected with Unicron's blood during the battle. The dark substance which was the opposite of the positive light that eroded from Primus, corrupted and slowly turned him. He had become the Fallen, succumbing to the darker urges. Even though Unicron was defeated and the Fallen cast out, the battle had proven costly.
All the Primes were seamingly wiped out and Primus was left alone pondeering for almost a millenia. He then began creating more beings, allowing them free will and to choose who to be. Of course, war soon raved Primus as an alien race known as the Quintessions invaded and enslaved the race he had built. Primus used the Allpsark to secretly created brutish robots to help free the enslaved robots, the slaves began to gain knowledge and enhanced the soliders, granting them amazing strength and the ability to transform into objects of their same size and mass to allow them to fight back and force the Quintessions off Primus. Over the years, the events became stories and the stories became myths. The beings didn't know their planet as Primus anymore but as Cybertron. Named after the first solider, who fought bravely and united those together under the banner: Till all are One. To ensure this would never happen again, the Cybertronians created a High Council to rally them together if any such event happens again. A Century passes and Peace seems to have returned to their galaxy.
A young Cybertronian named Orion Pax has been issued to be a data clerk by the High Council, showing up late for his first time, he is detained for over time. During which he meets a fellow data clerk named Jazz. The two quickly become friends, discussing style, philosophy and their works. Orion is tasked with gathering the data that collects from different sectors on Cybertron and has Jazz decypher and send to the High Council for reviewing.
During which he also makes friends with one of the security guards at the Council building known as Ironhide as well as his liutenant Prowl. Orion spends his afternoons with his supervisor, an old bot named Alpha Trion; who often gives advice to Orion and tells him of tales long past. Orion's brother unit, Magnus, worries that he's spending too much time with Alpha Trion and in the great hall, reading about stories and fairy tales rather focus on the job he's been given to do. One day, on his way to work he runs into a female bot named Ariel; she takes a shine to Orion and the two become very close.
Across the energon sea of Cybertron, the once proud warriors who had helped lead and repeal the Quintessions are now treated as lowly commoners in the worn down and torn continent of Kaon. There, many of them were assigned by the Caste System to be miner, diggers, and physical labourers. Watched very strictly by Council security bots; they all seemed to going about their business, all expect one: D-16. A lonely miner who had long ago enerted the gladitorial fights held in Kaon. With vigor and brute strength, as well as cunning and tactics, D-16 quickly became a crowd favorite and the strongest in the ring. He had no name he wished to use, but soon took on the name Megatronus; in memory of the Fallen, the crowds however, shortened it and the arena would fill with the chant 'Megatron' whenever he was present. Megatron had grown weary and impatient with the High Council, for years he had sought an audience with them. To demolish the Caste Systeme they had put in place as soon as they had power. The slaves becoming scientists and the soliders becoming lowly gladiators that killed each other off in the underbelly of Cybertron. Frequently giving speeches, soon the underbelly had accpeted Megatron as their symbol to lash out against the High Council.
During on of his monitoring sessions, he notices something odd and rather than wait for Jazz to show up for his shift, he decodes some of it with the help of Ariel. There he learns of Megatron and the sweeping tentsion on Cybertron, she warsn that the Council should be made aware of this immediantly; Orion promises that he'll begin sending copies out right away. He begins secretly making duplicates of the messages and decoding them, wishing to get in touch with Megatron while being inspired by his speeches. Orion makes contact though radio messages and the two quickly become great friends, deeply disscusing the great advantage of a casteless Cybertron and how they can bring back the golden age by uniting under a single banner. For months they talk, plan, share and dream of a glorious Cybertron.
Orion, however, is soon confronted by Jazz who revelas that he's been monitoring Orion and Megatron's disscussions. Concerned for his friend he asks what his intentions are with meeting Megatron. Orion replies that he doesn't intend to give into madness and violence and only wishes to ask Megatron about the violent protests against the High Council in his name and why he hasn't sent out a speech or message to halt them.
On the way to meet Megatron in the slums, Orion is nearly killed in an outbreak of more violent protesters until Alpha Trion intervienes with the help of Ironhide and Prowl, two Council security bots. As more fighting breaks out, Orion slips away with Alpha Trion. Orion tells Alpha Trion that he wishes to know why all of this fighting is in the name of Megatron. Alpha Trion warns him that he might not like the answer that awaits him. Upon arriving at Megatrons arena, Orion and Alpha Trion are met by Jazz who reveals he followed them and tells Orion that in decyphering the messages, Megatron knew this was going to happen but did nothing to stop it.
Megatron soon emerges and Orion asks him why he did nothing to stop it. Megatron replies that certain actions are necessary in order to achive what is needed and wanted, but it pains him to see Cybertronians attack one another. Orion pleads that it doesn't have to be like this and if they go to the High Council, they will surely listen. Megatron reveals that he's been trying for many cycles without success. Orions retorts that what better way to get a meeting with the High Council than when bombs are being thrown in your name.
Making their ways across town, the group sees the destruction wrought thoughout Cybertron. Megatron remakrs that it pains him to see his planet torn and Orion agrees, stating that once the Caste System is reviewed and demolished; Cybertron will see a true golden age. Upon making their way to Council Territory, Megatron annouces that he's come to make things right and wishes to see the High Council at once. He urges Orion to come with him to prove his point and because he considers Orion a close friend. Orion goes on a head while Jazz and Alpha Trion wait in the hall chamber listening to the outcome of the meeting. The High Council accuses Megatron os staging the whole ordeal and that Orion was a sleeper agent for him. Megatron beginning to become impatient with the Council, the two groups become heated until Orion steps in. Explaining how the Caste System has done this to Cybertron and rather than work together to stop this, they are allowing it to happen and that all must be one in order to end this and prevent a full scale war. Sentinal Prime enters the chamber, upon hearing Orion's words and accuses him of trying to destroy everything the Council wished to make Cybertron peaceful; the Council orders Sentinel's silence.
The Council reflects over Orion's words and after a heated disscussion of who they should side with, the Allspark begins to shimmer and they decide that they must follow Orions example and dub him a Prime much to charin of two Council memebers. Granting him the name Optimus, that echos from the Allspark itself. Much to Orions shock, he asks what of Megatron, whom he wishes to share this seat with. The Council makes it clear until they can prove he had nothing to do with it, he cannot be given such a task. Upon hearing this, Megatron attacks the Council; wiping out most before Sentinel intervines and throws him back, Orion tries to stop both from fighting only to be gravely damaged by Megatron's mace. He annouces that he did decieve them all and that his Decipticons shall bring glory to Cybertron again, through tryanny; the Council is then divided as two bots side with Megatron and two side with Sentinel. As his spark begins to fade, Orion hears the familiar voice of Alpha Trion who tells him that they need him now more than ever and that he will deliver them from this.
Months pass, the war rages on; getting fiercer with every cycle. Orion being upgraded by Alpha Trion and accepting the name Optimus, begins his role as a solider along with his brother, who recieve similar upgrades and Magnus becoming Ultra Magnus, and Ariel Became Elita-One the first female done by Alpha Trion. Refering to let Sentinel lead rather than himself, Optimus adopts to be a solider rather than a leader; still upset that he couldn't have stopped Megatron all those years ago. In the years that have passed, those who didn't side with the Decpticons, took after the will of Primus. Deriving their names from Autonimous Robots, they became know as Autobots and fought for peace through choice and understanding. As Sentinel and Optimus lead the charge on the ground, Megatron learns of a space station that is studying Dark Energon.
There he meets two scientists named Starscream and Jetfire.
While Starscream is eager to learn the secret to Dark Energon, Jetfire defiently takes most of the data and narrowly escapes to warn Sentinel. Megatron reveals that Dark Energon is the blood of Unicron and the only thing that will grant them the power to allow Cybertron to flourish. Starscream claims he can maniplute Dark Energon to duplicate, while Megatron heads back down to Cybertron. After their meeting and agreement, Starscream begins 'upgrading' the station. Sentinal falls in battle to Megatron, searching for the Omega key so he can gain access to Cybertron's core; Sentinal being the only one who knows it's location. Afterwards, Optimus is mentored to lead the charge and accept himself a Prime by Alpha Trion; Optimus is worried he might not be a good leader but Alpha Trion expresses his faith in Optimus; stating he'll be everything Cybertron needs him to be, as Primus dictates. With Jazz at his side, he leads a squad consisting of Ratchet, a medic, Sideswipe a mouthy solider, and Warpath, an eager young Cybertronian. Alpha Trion, worried that Megatron might also use Dark Energon to corrupt the Allspark; goes to jetison it to the far reaches of space, but not before it bores a final generation of Transformers; all of them Autobots, one of them introduces himself as Bumblebee to Alpha Trion's amusment; claiming that Primus has chosen. While the battle is raging on, Megatron and his troops try to invade the core and infect it with Dark Energon before they can the Omega key, a Transformer known as Omega Supreme, is awakened to crush Megatron. With the help of Starscreams satilliete cannon, they defeat Omega and hold him captive.
Ultra Magnus and a few Autobots consisting of Bumblebee and Blurr free Kaon prison and take the territoty when they learn of the Dark Energon spreading through the planet, however Soundwave appears and fights them out of Kaon with a squad of Darkened Decipticons; Transformers infused with Dark Energon. Beaten back and outnumbered, they send Blurr to rally troops to the Kaon border while Bumblebee is sent to inform Optimus of Megatron's plan. He takes Ironhide and Warpath with him to the core, once their they battle Shockwave, who has corrupted some of Cybertron's natural creatues with Dark Energon, turning an Energon worm into a corrupted monster. With Shockwave seemingly defeated, the core speaks to the three Autobots and decalres Optimus the keeper of the Matrix. As knowledge of the past, present and possible future pours into him. Alpha Trion emerges and reveals his is the last of the original 13 that fought against Unicron. He tells Optimus that he was waiting for a Prime that is as pure as Prima was and that he is his decendant. He urges them to go as he will stay with Primus and keep him safe and purge him of remaining Dark Energon but that will make Cybertron a barren wasteland for millions of years, maybe longer. Optimus understands and leads the others back to the surface where he orders all Autobots to evacuate the planet. Megatron begins using the station cannon to fire on Iacon, destrying many Autobots trying to esacpe.
Ordering Silverbolt, Air Raid, Skydive, Slingshot, Fireflight, Breakaway, and Jetfire to take the down the cannon from the outside, he asks Omega to fly a small scout squad to take it out from the inside. He sends Jazz, Elita-One, Arcee and Mirage. With the Aerialbots fight outside, Jazz and the other get to the cannon core and destroy it after a long battle with Brawl and Barricade. Omega evacuates them as the Aerialbots work to bring the cannon down, only to find out it's a Transformer as well named Trypticon. As it plumets to Cybertron, intending to crush Iacon, the Aerialbots fight to blow it apart. As the last few Autobots look to escape, Megatron leads a group to attack them. Sideswipe is dragged into a fight with a Decpticon named Sideways, while Arcee heads to the main controls to re-activate the city defense cannons. Drift heads off to aid Bumblebee who is sustaining heavy damage from Thundercracker, after forcing Thundercrackers retreat; Bumblebee seems to go offline which sends Mirage into a frenzy, slicing through oncoming Decpticons before Ratchet arrives and informs him Bumblebee is only in stasis and he'll be fine; the two head back to the main command compound. Meanwhile Arcee runs into a young bot fending off Decpticons trying to destroy the compound and helps him fight off Starscream, who is trying to destroy the cannon controls; after which the young bot introduces himself as Hot Rod. Fighting though the crowd, Optimus and Megatron come face to face after so many years.
With Trypticon over head, both Transformers begin to fight. Optimus upset that Megatron would throw away everything for power rather than build a Cybertron free of oppression and equality, while Megatron chastizing Optimus for ruining his chance to lead Cybertron, seeing himself the only one fit to lead Cybertron. As their fight continues, Sideswipe beats Sideways by throwing off a platform, Blurr arrives with reinforcements, Ultra Magnus takes down large group of seekers, Arcee and Hot Rod activate Iacon's cannons, and Ironhide and Prowl arrive taking out a groupd of Decpticon tanks. As the area they're fighting on splits, Megatron takes the oppurtunity to retreat after recieving heavy damage from Optimus. As the fires die down, Optimus survey's Iacon; a once shining beacon now nothing more then rubble and fire. He makes his way back to Iacon command where he's greeted by the remaining Autobots. He claims that they will stay for a time, to make sure any other Autobots that still remain are evacuated as well. An Autobot engineer, named Wheeljack, appears and informs them that whenever they wish to leave, they can; revealing The Ark.
- Adam Baldwin - Thundercracker
- Alan Tudyk - Prowl
- April Stewart - Elita-One
- Armin Shimmerman - High Counclor
- Brad Garrett - Bulkhead
- Charlie Adler - Sliverbolt
- Clancy Brown - Optimus Prime
- Claudia Black - Slipstream
- Corey Burton - Dion
- Daran Norris - Ratbat
- David Sobolov - Shockwave
- Dwight Schultz - Skyquake
- Gary Anthony Williams - Lugnut
- George Newbern - Breakdown
- George Takei - Alpha Trion
- Grey DeLisle-Griffin - Arcee, Ariel
- James Arnold Taylor - The Fallen
- James Remar - Sideswipe
- Jeff Bennett - Wheeljack
- John DiMaggio - Megatron, Jazz, Skywarp, Trypticon, Soundwave, Ravage, Devastator
- John Kassir - Starscream, Laserbeak
- Keith Silverstein - Rumble, Frenzy
- Keith Szarabajka - Ironhide
- Kurtwood Smith - Ratchet
- Mark Hamill - Omega Supreme
- Mauirce LaMarche - Bruticus
- Michael Dorn - Barricade
- Michael Ironside - Ultra Magnus
- Michael T. Wiess - Springer
- Nathan Fililon - Cliffjumper
- Neal McDonough - Hot Rod
- Nolan North - Orion Pax, Air-Raid
- Peter Cullen - Sentinel Prime
- Robin Atkin Downes - Jetfire
- Steven Blum - Defensor
- Tom Kenny - Perceptor
- Travis Willingham - Onslaught
- Will Fredile - Bumblebee
- Charile Adler - Casting and Voice Director
- Christopher Drake - Composer
- Paul Dini - Screenwriter
- Jeff Kline - Executive Producer