The battle starts on the highway, with both the Autobots and the Decepticons heading towards the city, however, they are interrupted by Bonecrusher who flips cars until he Transformers and splits a bus in two. Optimus Transformers and proceeds to attack him. the two fight each other on the bridges until Optimus cuts off Bonecrusher head, fallen behind, Optimus arrives at the city last.
When the Autobots arrive, they assume they are getting air support, until they realize that Starscream is attempting to kill them. They use a Furby Truck to block the incoming Missiles, but are flipped otherwise. Brawl arrives, and Jazz attempts to fight him. Jazz jumps onto Brawl and kicks off his missile launcher, only resulting to Brawl throwing him into a building. Ironhide shoots at brawl, along with nest soldiers. Jazz, Ratchet, and Ironhide continue to fight Brawl. They knock him down, but not until Starscream arrives again, trying to get Sam Ratchet and Ironhide fight him off, until he flys away again.
Blackout arrives, landing on top of a skyscraper. Megatron arrives, shooting everywhere. he blasts off Bumblebee's legs. Mikaela uses a tow truck to help Bumblebee fight against brawl. Bumblebee shoots brawl repeatedly until he is killed. Megatron then grabs Jazz by the legs and throws him, but the Autobots, trying to save Jazz, shoot Megatron, but he is too quick, he grabs Jazz again and flys onto a skyscraper, Jazz shoots Megatron, but he is too weak, Megatron then rips him in half. Optimus Arrives, Transforms, and begins to fight Megatron. Megatron transforms, and Optimus grabs hold. Megatron flys through a skyscraper, but Optimus continues to hold on. Megatron Transformers and continues to fight Optimus. Megatron uses his Pulse Rifle, but misses, while Optimus fights back. Blackout lands and attacks nearby buildings with Starscream, until they are shot by Autobots. They escape, while Ratchet and Ironhide cover him. Megatron then uses a smaller gun, which hits Optimus, resulting in him flying into another building. Optimus and Megatron fight, while Blackout lands and starts walking towards Optimus, about to help Megatron defeat Optimus.
Nest soldiers attempt to do a sneak attack on Blackout behind him, but one of the nest soldiers laser-sights rests on Blackouts hands, which confuses him, then points him towards the Soldiers location. He shoots at them, until Captain Lennox uses a motorcycle to get close to Blackout, until he dismounts and slides under Blackout, shooting him repeatedly in the face, legs, and chest, Killing him.
Megatron flys towards Sam, throws a car, then chases Sam through the city. Sam runs past a Car, Mountain dew machine, and an Xbox, which all transform, causing the Dew Bot to fire at nearby civilians, the Xbox bot to be thrown, and the Steering wheel in the car try to crush a girl's face. Sam runs into a large building, while Megatron follows. Sam makes it to the roof, where a Nest helicopter trys to get the cube, but Starscream shoots down the Helicopter, while Optimus rushes to save Sam. Megatron trys to persuade Sam to giving the cube to him. Sam doesn't give him the cube, so Megatron hits the pillar Sam was standing on, until he falls, where Optimus catches him, suing the building for the way down. Megatron follows, before fighting Optimus again. Optimus asks Sam to give him the cube so he can sacrifice his spark, but Megatron fights him still for the cube. Megatron asks for the cube, so Sam unwittingly hods into near Megatrons chest, where the cube itself kills Megatron with itself. Optimus saves a piece of the cube, while the battle ends.