Despite the rumors of a feud between Megan Fox and Michael Bay, it was actually Steven Spielberg who had Fox fired from this film (after she compared Michael Bay to Nazis). Bay was already prepping Fox for this film when she was forced to drop out.

The Driller was composed of 70,000 pieces. It required ILM to use up its entire render farm, and took 122 hours per frame (288 hours in the Driller's attack on the skyscraper).

According to Michael Bay, 532 vehicles were destroyed in the film. They were given away by an insurance company, at no charge, as all of them were flood-damaged.

(at around 27 mins) Peter Cullen's favorite moment in the film is when Optimus Prime meets with astronaut Buzz Aldrin.

During filming in Washington, D.C., the 2011 Chevrolet Camaro that plays Bumblebee was struck by an metro police K-9 SUV responding to a bomb alert. The police officer involved, sustained minor injuries, and Bumblebee sustained considerable damage. Filming was able to continue, as there were copies of each automobile for shooting purposes.

(at around 24 mins) Michael Bay swore that the Autobot Twins, Skids and Mudflap, would not be in the film, and promised 25,000 dollars to whomever could spot them. However, they do appear in one scene: when Director Mearing arrives at NEST.

In 2011, Alan Tudyk told "Empire" magazine that his character from 28 Days (2000) (the gay German performance artist, Gerhard) was the same character as the one Tudyk later played in this movie: "I decided that it's the same guy. He had gotten out of rehab, got himself on the right track and then... entered the Army, became a specialist, found that he had skills in computers and weapons. Then he got burned out after too much killing, and just decided to become a valet to Agent Simmons. There's a moment where he just goes crazy, and I say, 'That's the old me' and that was all based on that bullshit idea that it was the same guy."

Sentinel Prime was originally meant to be colored yellow-gold, but as fire trucks are a standard red, he had to be re-colored at an expense of several thousands of dollars.

(at around 1h 50 mins) To film the skydiving sequence, Michael Bay attached cameras to the divers' helmets to capture their descent into Chicago.

According to Visual Effects Supervisor Scott Farrar, Sentinel Prime was physically modeled on Sir Sean Connery, and the role of Sentinel was offered to Connery but he turned it down. Sentinel quotes the "there can be only one" line from Connery's film Highlander (1986).

All the aptly-named Dreads are seen to bear dreadlocks, as well as mandibles and fangs. This design is an homage to the science fiction film Predator (1987), which had a similarly designed extraterrestrial (and who was voiced by Peter Cullen).

Megatron's characterization in this film heavily reflects that of Galvatron, Megatron's upgraded form from the original series The Transformers (1984). In the series, Galvatron became a little insane after the destruction of his master Unicron. Similarly, the destruction of The Fallen from Transformers: Revenge of the Fallen (2009) caused Megatron to go slightly insane.

The "boom-sticks" that Que gives to the humans are, if you look closely, almost identical in design to Jazz's feet from the first movie. They recycle pretty much the exact same pieces, only in a smaller scale.

(at around 1h 7 mins) Michael Bay reused a car crash scene from The Island (2005) after an extra was seriously injured during the original shot for this film. It's the scene in the Highway Battle when Hatchet is thrown into a car.

Patrick Dempsey was cast by chance after bumping into Michael Bay at a Ferrari launch event in Los Angeles. Bay was still looking for someone to play Dylan and asked if Dempsey would accept the role. He agreed, mainly (he was quoted) because he has never worked on a big budget movie. Bay then told him to come early on the set the next day.

(at around 49 mins) The word "transformer" is heard only once in the film: it is used by Lennox when explaining to Mearing how Sentinel Prime will be revived.

(at around 44 mins) When the employee is pushing the buttons on the photocopier that later transforms into Laserbeak, the distinct tones of the copier form the title theme song of The Transformers (1984).

A lengthy battle between the Autobots and the Decepticons was going to be filmed in Washington, D.C., but the city authorities vetoed filming large-scale fights on their grounds. Instead, the Autobots are overwhelmed, and beat a hasty retreat.

(at around 2h 20 mins) When Bumblebee transforms at the end of the film, the The Transformers (1984) transformation sound is heard.

According to ILM, the company employed its entire rendering machinery to use on the film. This added up to using more than 200,000 rendering hours per day, the equivalent of 22.8 years of render time in 24 hours.

One million dollars was spent during the two days of filming at the Milwaukee Art Museum, which served as Dylan Gould's museum.

Wheeljack and Bumblebee, who are taken as prisoners near the end of the movie, were the first Transformers ever featured in a movie or cartoon.

The idea of Apollo 11 being connected to the discovery of the Transformers, had been previously put forth in the Transformers (2007) tie-in prequel novel "Ghosts of Yesterday."

When Megan Fox was fired shortly before filming began, Blake Lively was offered the role of Carly, but turned it down, due to commitments to Gossip Girl (2007). Gemma Arterton, Ashley Greene, Brooklyn Decker, Miranda Kerr, Bar Refaeli, Amber Heard, Camilla Belle, Katie Cassidy, Heidi Montag, Lucy Hale, Julianne Hough and Anna Kendrick were all rumored to replace her before Rosie Huntington-Whiteley was cast.

Roberto Orci and Alex Kurtzman considered having the planet-devouring Transformer Unicron as the main antagonist, with Autobots and Decepticons uniting to stop him (they had introduced his servant the Fallen in Transformers: Revenge of the Fallen (2009)). But since they turned down working on this film, the concept was scrapped.

This is the third Transformers movie where Optimus Prime begins the movie by narration.

Rosie Huntington-Whiteley had no previous acting experience, apart from appearing in Michael Bay-directed Victoria Secret commercials. According to Huntington-Whiteley, Bay invited her to audition, and was impressed enough to cast her as Carly on the spot.

Roberto Orci and Alex Kurtzman, who worked on the screenplay for Transformers (2007) and Transformers: Revenge of the Fallen (2009), declined to work on this film due to schedules with other films, and because they "risked getting stale".

Barricade hasn't been seen since the first movie (when he was chasing Sam and the AllSpark on the highway) until the final major battle in this one.

The Autobot who transforms into a Mercedes-Benz E550, while unofficially known as Wheeljack, was named Que after the weapons designer Q in the 007 films. The title of Que is also an homage to the Autobot scientist Hi-Q.

(at around 36 mins) At an astronaut's house, Laserbeak transforms into a little girl's toy, a pink Bumblebee-shaped robot. This robot is an homage to Rosanna, a miniature pink Autobot.

This was the last film Francesco Quinn completed before his death.

Brains is an original creation. The movie comic "Rising Storm" states that he was created by the Decepticons to be their worker, but gained sentience and went to the Autobots for help, and was taken in by them.

The 3-D versions of the film contained a memo to all projectionists written by Michael Bay: "To help counter the recent trend of audiences being underwhelmed by dark, dingy looking 3-D, we have invented various post-production processes never before used in this format, to enhance sharpness, improve contrast, and render more vibrant color. It's critical your projectors play the brightness levels specified for the best results."

(at around 33 mins) The Decepticons' camp is seen to be in Tanzania. This location is an homage to Beast Wars: Transformers (1996), where the Maximals and Predacons crash-landed in Africa.

(at around 2h) The building under construction, into which Shockwave shoots Optimus Prime, is the China Central Television Headquarters in Beijing, China. The building was digitally inserted into Chicago, for use in the film.

Leonard Nimoy voiced Megatron's successor Galvatron in The Transformers: The Movie (1986), and voices Optimus Prime's predecessor Sentinel Prime in this film. He was previously considered to voice the Fallen in Transformers: Revenge of the Fallen (2009).

(at around 1h 17 mins) Sentinel Prime rants to Optimus Prime about how their race was regarded as "gods". In Japan, The Transformers (1984) was known as "Super God Robot Force."

An early draft of the script had the Autobot in the Ark named Ultra Magnus, who would have been based on his Transformers: Robots in Disguise (2000) incarnation (Optimus Prime's brother). He was later renamed Sentinel Prime, Optimus Prime's predecessor, to form a closer relationship.

The Autobots have upgraded their alternate modes: Bumblebee has received an upgrade, and is now a 2011 Chevrolet Camaro. Ratchet's color scheme now includes white, and his green is more grass-green than his previous neon/yellow green. Sideswipe is now a Chevrolet Centennial Corvette convertible.

Originally the Autobot animal Steeljaw (revised to be Leadfoot's pet and having a rocket launcher as an alternate mode) was going to be in the film, but he was cut from the script.

(at around 1h 45 mins) The scene where the Autobots are regrouping in a wrecked church, prominently features a statue of a half naked angel bending a sword above her head. The statue is from the "Citizens' War Memorial" in Christchurch - a city devastated by earthquake during the making of this film. In reality, the statue is situated next to the city cathedral, which partially collapsed in 2011.

Michael Bay described the tone of the film as "a homeland version of Black Hawk Down (2001) with giant alien robots."

(at around 1h 7 mins) When the Dreads are chasing the Autobots on the freeway, right when Hatchet leaps over and then roars, it is the same roar used in Thundercats (1985).

(at around 34 mins) Megatron's alternate mode in this film is a Mack Titan tanker truck, his first Earth disguise. This was chosen to put him on parallel with Optimus Prime (the filmmakers described him as "a demented version of Prime"). This mode also pays homage to the Transformers: Robots in Disguise (2000) Decepticon Scourge (also known in Japan as "Black Convoy"), who is an evil clone of Optimus Prime.

The four-engined V-22 Osprey that Lennox and his team jump out of is not a real aircraft, which partially explains the full CGI animation of it. The Osprey has only two wings with an engine at either tip. It is the same aircraft seen at the beginning of the original Transformers (2007) movie.

Mirage got re-named to Dino, not only because of Ferrari's insistence, but also because Mattel holds the rights for making Ferrari toys and models, and they didn't want "their car" to bear the name of a character owned by their rival toy-company Hasbro.

The Wreckers take the alternate modes of NASCAR Chevrolet Impala automobiles, resembling those of Juan Pablo Montoya (#42 Target), Dale Earnhardt Jr. (#88 AMP Energy/National Guard) and Jimmie Johnson (#48 Lowe's/Kobalt).

(at around 14 mins) Sam's "regular" car (in Bumblebee's absence) is an early 70's Datsun 510. In The Transformers (1984), the Autobots Prowl and Bluestreak were arty 80's Datsun 280ZXs.

According to Frances McDormand, and as of May 2015, this is the only movie she has ever made, where she was paid her quote.

The Autobots take on a new ability, labeled in the toyline as Stealth Force, which enables them to use weapons while staying in vehicle mode. This ability pays homage to the Omnibots, a faction of Autobots who were the only ones in the "Transformers" saga to possess this trait.

In view of the technology's rising popularity, Paramount and DreamWorks were adamant to have this film either shot in 3-D, or converted in post-production. Michael Bay was initially wary of the technology, calling it a "gimmick" in various interviews and noting the poor quality of post-production conversion. Vince Pace, the co-founder of PACE 3-D, who developed 2-D and 3-D cameras with James Cameron, reported in July 2010 that he was working on Transformers 3, and that it will be shot in on PACE 3-D cameras. However, for scenes that required higher image quality, or were in slow motion, traditional anamorphic 35mm film was used, and converted into 3-D in post-production.

The Autobot who transforms into a Ferrari Italia 458, while unofficially known as Mirage, was named Dino after Alfredo "Dino" Ferrari (1932-56), the son of Ferrari founder Enzo Ferrari; this name change was stipulated by the Ferrari Company in exchange for the vehicle being in the film. Fans have also theorized that the term "Dino" is an intended allusion to the Dinobots, a popular faction of dinosaur-like Autobots.

Sentinel Prime is primarily based on his role in the "Transformers" comics (Optimus Prime's yellow-colored predecessor) and his lance and shield were taken from his Transformers: Animated (2007) incarnation, but his later form on Earth - a red Rosenbauer Panther fire truck - is an homage to Transformers: Robots in Disguise (2000)'s Optimus Prime, whose alternate mode was a fire truck.

Over half of the film was converted to 3-D by Legend3D. In fact, forty minutes of non-visual effects, and 38 minutes of visual effects shots were converted. This includes much of the robot battling chaos during the final forty minutes of the movie, as well as close-ups and medium shots of actors on 35mm anamorphic film.

Bill Fagerbakke was considered to voice the Wrecker Topspin, but had to decline due to schedule conflicts. Thus Topspin is the only one of the Wreckers not to have any lines in the film.

Laserbeak's alternate mode in The Transformers (1984) was a tape cassette, but that was considered old-fashioned. He instead retains his robotic condor form.

(at around 9 mins) Carly gives Sam a rabbit toy. This toy is an obscure allusion to Beast Wars II: Super Life-Form Transformers (1998), which featured a celestial rabbit named Moon, who lived on the moon.

(at around 1h 21 mins) During the Pentagon scene in which Colonel Lennox outlines the Decepticon situation, a Gulfstream III private jet (bearing the identification "N4500X") is seen behind Director Mearing; it is later seen in the film as the aircraft in which Sam and Mearing travel to Florida. This jet is owned by Michael Bay, and was Blackout's vertical stabilizer in his helicopter mode from the first movie.

Wheeljack is modeled after Albert Einstein, and his personality was modeled after the Disney character Ludwig Von Drake.

Optimus Prime's trailer bears a resemblance to the original one from The Transformers (1984) with the decorative stripe running along its side.

The Wreckers, who have the alternate forms of NASCAR, bear distinct characteristics based on racing car fans. Together, they all wear shades; individually, Leadfoot bears a beard, Roadbuster has a beard, and Topspin has a mullet. Their paint schemes and numbers matched those of the Chevrolet Impalas driven in 2011 by Juan Pablo Montoya (#42), Jimmie Johnson (#48), and Dale Earnhardt Jr. (#88).

The Visual Effects Experts noted that since Shockwave was a cyclops who didn't speak much, they had to make his eye emote in the form of "silent-film actors", so they gave it a lot of detailed components; these included a lens, a moving iris, and an oscillating light.

(at around 1h 40 mins) Throughout the Transformers saga, Laserbeak has possessed a media/music-related alternate mode. In The Transformers (1984) he was a tape cassette, in Transformers: Armada (2002) he was a video camera, in Transformers: Animated (2007) he was an electric guitar, and in this film, the last alternate mode he takes is a wall-mounted CD player.

This is Michael Bay's first threequel (third installment in a franchise).

This is the first movie that starts with Megatron being conscious. In Transformers (2007) Megatron was awakened, in Transformers: Revenge of the Fallen (2009) he was resurrected.

The character of Carly is based on a primary character that was introduced in the second season of The Transformers (1984). However, she was revised to be of English nationality in keeping with Rosie Huntington-Whiteley's nationality.

A tilting office set was constructed to simulate the Driller's destruction of the skyscraper.

Patrick Dempsey is a car enthusiast, like his character Dylan.

Shia LaBeouf reunites with his Even Stevens (2000) co-star, Tom Virtue (NASA technician), who played his father in the show.

This was the highest-grossing film in Malaysia, grossing about 10.88 million dollars.

(at around 44 mins) Before Laserbeak transforms from the photocopier, the worker who fiddles with it says that the machine is "exceedingly Japanese." Transformers originated in Japan.

This is the first Transformers movie to show the Autobot spacecraft the Ark.

(at around 34 mins) Megatron's first words are "All hail Megatron!" IDW Comics released a series in late 2008 titled "All Hail Megatron".

Paul Rubell, who edited several Michael Bay movies, could not participate in the editing, because of his work in Thor (2011). He recommended to Bay his friend, William Goldenberg to fill in his place.

Laserbeak's gift of speech was based on his original appearance in the "Transformers" comics. He has not spoken at all in any of the cartoons.

The Superfund armored truck was originally meant to turn into a Decepticon (it was part of the toyline and designated as Payload) and was marked with the Decepticon insignia, but due to budgetary issues, it's only seen as a vehicle in the film.

The "dark of the moon" is defined as a phase (approximately three days) when the light of the moon is obscured, and thus absent (i.e. a no-moon time), and precedes the new moon and the beginning of a new lunar cycle. Symbolically, it represents a time of inner stillness and contemplation, and preparedness for a new beginning.

Corey Burton, who voiced Shockwave in The Transformers (1984) and Transformers: Animated (2007), was approached to reprise Shockwave for the film, but turned it down as he'd done that role too many times. He had earlier been approached to voice Jazz and Brawl for Transformers (2007).

Tony Todd, who voiced the title character of The Fallen in Transformers: Revenge of the Fallen (2009), was going to play a human character in this film, but his role got written out of the script.

(at around 1h 45 mins) As the Autobots head into Chicago, Brains gives the war cry "Autobot victory!" This refers to the Japanese series Transformers: Victory (1989).

From the voice actors in this film; Peter Cullen, Frank Welker, and Charlie Adler were in the original The Transformers (1984) series, while Keith Szarabajka worked in (as of 2011) the most recent feature Transformers: War for Cybertron (2010), and James Remar on its spin-off series Transformers Prime (2010).

(at around 58 mins) Brains's alternate mode is a laptop computer (Lenovo ThinkPad Edge). This is a tribute to the Autobot Blaster, who took the alternate mode of a laptop (Toshiba Satellite Qosmio); Brains also pays homage to Blaster's minion Rewind when he tells Director Mearing he knows all about the solar system (Rewind is known for spouting useless trivia).

The Autobot Wheeljack's alternate mode in The Transformers (1984) was a Lancia Stratos sportscar, but this was revised to a Mercedes-Benz E550 automobile. His head is also luminescent, in homage to his appearance in the series where two bulb-like appendages on his face regularly lit up.

The Autobot Mirage's original alternate mode in The Transformers (1984) was a Formula-1 race car, but this was altered to a Ferrari Italia 458.

The same year this film released, Hugo Weaving played the Red Skull in Captain America: The First Avenger (2011). Peter Cullen had previously played the Red Skull in Spider-Man: The Capture of Captain America (1982).

This was the highest-grossing film in South Korea, grossing about 69.06 million dollars.

Writer Jenni Konner was brought to help shape Rosie Huntington-Whiteley's character and add humorous parts to the movie in general.

Michael Bay conceived the Driller's destruction of the skyscraper while doing stomach-crunch exercises.

After Corey Burton turned down the chance to reprise his role as Shockwave, it was rumored that David Warner might play the part. According to Burton, Warner was his main source of inspiration when he started voicing Shockwave in the original animated series.

James Avery was set to voice the autobot Silverbolt before the character was ultimately cut from the film.

Though it's implied that Cybertron is gone at the end of this film, it's later seen again in Transformers: The Last Knight (2017) as a broken dead planet.

Elya Baskin previously played a Cosmonaut in 2010 (1984).

John Malkovich (Bruce Brazos) previously played a robot in Making Mr. Right (1987).

Eddie Pepitone auditioned for the role of Jerry Wang.

Sarah Wright was one of the finalists for the role of Carly Spencer alongside Brooklyn Decker and Rosie Huntington-Whiteley who eventually got the part.

This is the only Transformers movie that features Barricade in which he isn't voiced by Jess Harnell.

The original script ended with Optimus Prime accepting Megatron's truce offer and forming peace with the Decepticons; Megatron would have left for Cybertron while the Autobots remained on Earth, trying to build up a new Transformer civilization together on the two planets. The original ending was used in the novel and comic adaptations, but because those came out before the movie and thus revealed the twists, Michael Bay elected to change the ending to Optimus refusing the offer and executing Megatron.

The film contains tributes to Leonard Nimoy's Mr Spock from Star Trek (1966): Brains and Wheelie watch Star Trek: Amok Time (1967), noting "It's the one where Spock goes nuts." (foreshadowing Sentinel turning on the Autobots). Sam describes Gould's building as "the Starship Enterprise". When the Autobots are leaving, Bumblebee's farewell to Sam includes the words "My friend", sampled from Star Trek II: The Wrath of Khan (1982) ("You are... my friend. I have been and always shall be yours."). Sentinel Prime says "The needs of the many outweigh the needs of the few", a maxim of Spock. At the end of the film, Sentinel watches his homeworld get destroyed by his own technology, which Spock went through in Star Trek (2009).

Despite having a decent amount of screentime and dialogue, Megatron does not meet Optimus Prime until the last six minutes of the movie, and does not meet Sam at all, despite having faced off with him in the previous two films.

(at around 1h 10 mins) In the scene in which Sentinel Prime kills Ironhide, he shoots him which results in Ironhide turning to rust and disintegrating. This is identical to the way Galvatron kills Starscream in The Transformers: The Movie (1986).

Canonically, Autobots have blue eyes and Decepticons have red eyes. Sentinel Prime starts out with blue eyes, but gradually they take on a purple hue throughout the film, representing his change in allegiance. Just before the final sequence they once again return to pure blue.

(at around 2h 20 mins) Near the end of the battle, Megatron proposes a truce to Optimus Prime. This is similar to the special Transformers: The Return of Optimus Prime (1987), where Galvatron declared a truce with Prime. However, this film has Prime refuse the truce and kill Megatron for everything he'd done.

(at around 2h 25 mins) At the end of the film, Bumblebee plays the Wedding March for Sam and Carly. In The Transformers (1984), Carly went on to marry Spike Witwicky.

A Decepticon attack leaves Simmons in a wheelchair for most of the film. This is an homage to Chip Chase, a wheelchair-bound human from The Transformers (1984) who was an ally of the Autobots.

(at around 1h 15 mins) Megatron observes the Decepticon's arrival to Earth from the vandalized Lincoln Memorial. This is an homage to the The Transformers (1984) episode "Atlantis Arise", where Megatron used the Lincoln Memorial's chair as a throne. However, it also foreshadows his intentions of human enslavement. Abraham Lincoln was a great campaigner against slavery.

(at around 1h 20 mins) A Decepticon attaches itself to Sam and takes the form of a watch. This is a tribute to the Kronoformers, an obscure faction of Transformers who took the form of watches. The Watch-bot's design is particularly based on Scorpia, a Kronoformer designed like a scorpion.

(at around 2h) Starscream meets his end by having an explosive in his eye, which blows his head off. This was based on the comic "G.I. Joe vs. Transformers", where the ninja Snake-Eyes cut out Starscream's eye and stuck an explosive into the cavity (there it didn't kill him though).

The concept of pillars on the Moon is based on science fiction novelist Arthur C. Clarke's short story "The Sentinel". The robot who designed and controls these pillars is named, aptly, Sentinel Prime.

Sentinel Prime and Megatron watch the destruction of Chicago from atop the Jewelers Building at 35 East Wacker Drive. Crime boss Al Capone also perched on the dome of this building, watching his city below as he wined and dined.

(at around 2h 10 mins) As the Decepticon mothership crashes, Brains screams to Wheelie "We're gonna die!" This was the catchphrase of the Maximal Rattrap, who appeared in Beast Wars: Transformers (1996). They are not seen anymore in the film, but they must have survived, as Brains appeared in Transformers: Age of Extinction (2014) and Wheelie appeared in Transformers: The Last Knight (2017).

(at around 34 mins) At the Decepticon camp, a hand from the Tomb of the Primes, the hiding place of the Matrix of Leadership in the second film, can be seen. This hints at the Matrix of Leadership playing a key part in Megatron's plan.

Soundwave's appearance in this film is based on his Transformers: Animated (2007) role: he transforms into an automobile, kept a group of humans under his control, and uses Laserbeak as his main minion.

Originally Dino was to be the executed Autobot, but Ferrari objected to having one of its automobiles be killed off, and so he was replaced with Que.

(at around 2h 15 mins) In every Transformers live action installment, Optimus rips a Decepticon/bounty hunter. In this movie, it's Shockwave.

The Decepticons' master plan of bringing Cybertron to Earth with the assistance from human agents was based on the The Transformers (1984) two-parter "Megatron's Master Plan" and the three-parter "The Ultimate Doom."

(at around 2h 20 mins) At the end, Cybertron is destroyed by the space bridge causing a black hole within it. This is a tribute to the Unicron Trilogy saga (the collective term for the Japanese series Transformers: Armada (2002), Transformers: Energon (2004) and Transformers: Cybertron (2005)), where the planet Transformer Unicron was destroyed, forming a black hole.

Michael Bay compared Megatron to Colonel Kurtz in Apocalypse Now (1979): "He's hiding in the jungles of Africa, nursing his wounds and vainly hiding his pulverized visage while plotting - what else? - revenge!"

The Decepticon spy Dylan Gould is an homage to the 007 spy film Goldfinger (1964): Gould and Goldfinger's names are derivative of the word "gold". Both are wealthy businessman in collaboration with an enemy power for their own gain (Goldfinger for money, Gould to stay alive). He owns a spy car and a spy watch (although in this case, they're robots for which he works). He fights to keep a device operating and ends up getting killed by electrocution, similar to Oddjob.

In the first Transformers, Mojo, Sam's pet chihuahua pees on Ironhide's foot to which Ironhide complains "This is going to rust". In this movie, Ironhide is shot by Sentinel Prime's rust cannon, rusting to death.