Starscream returns to Cybertron, where he tells the Decepticon forces Megatron was destroyed by the Autobots, along with the Allspark. Soundwave, Megatron's most loyal soldier and healer of the Decepticons, thanks to his sonic habilities, tells Starscream they're still getting Allspark emittions coming from Earth. Surprised, Starscream reunites a team to go back on Earth and investigate, but Soundwave, suspecting of Starscream's version of Megatron's death, steals the Nemesis ship and goes back to Earth along with other Decepticons loyal to Megatron. However, one of the Decepticons there present is actually the Autobot Hot Rod undercover. He also heads to Earth to warn his colleagues of Starscream's plans.
On Earth, Sam Witwicky and his guardian, Bumblebee, go to New York, where Sam attends to College. Sam's roomate is a asian guy named Cho, who's obsessed with american Pop Culture. At first, Sam and Bumblebee are connected, but the slown traffic of NY slowly makes Sam put his friend aside.
Sam's girlfriend, Mikaela Banes, stayed on the suburbian, awaiting for her father's release from prison. The Nemesis arrives on Earth and destroys a helicarrier. Soundwave and his minions assume the forms of the vehicles they find, and morph the Nemesis into the helicarrier.
Hot Rod also arrives, and meets with Optimus Prime, Ratchet and Ironhide. The location of the Allspark emitions, they discover, comes from Las Vegas, Nevada. Optimus gives Hot Rod and Mikaela the mission of go there and find out what's happening before the Decepticons.
Sam doesn't like the idea of his girlfriend rolling with a guy named "Hot Rod", but puts that aside when Cho inadvertily sets him in a clandestine race against another student. Thanks to Bumblebee, Sam wins and they reconnect.
Bumblebee receives Prime's message and warns Sam they must go to Las Vegas immediatly. Cho goes along, since Sam was giving him a ride. Meanwhile, Soundwave and his group go to the Lourential Abbys and find Megatron's body. Using his powers, Soundwave manages to ressurrect Megatron, but his Spark is damaged, so, he needs to be constantly exposed to Soundwave's healing sonic waves to be able to function.
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