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Only a handful know the truth behind Apollo 11... a secret the Decepticons seek to expose.

Vital statistics[]

ISBN=ISBN 0345529162
ISBN 9780345529169
Screenplay: Ehren Kruger
Writer: Peter David
Pagecount: 400
Price: $7.99


As the war waged on Cybertron, Optimus Prime witnessed a ship called the Ark, carrying supplies that could turn the tides in favour of the Autobots, shot and left to drift in space by Starscream. Millions of years later, the drifting Ark crashed on the Earth's moon in the early 1960s. On July 20, 1969, the Apollo 11 crew explored the crashed alien ship on the moon.

In the present day, three years after the incident with The Fallen, the Autobots have now become fully-sanctioned members of the U.S. military and battle various human threats across the globe. Bumblebee, Sideswipe, Mirage and Wheeljack investigate a nuclear facility in the Middle East encountering humans with stolen Cybertronian tech. Meanwhile, Optimus Prime and Ratchet oversee the destruction of the decommissioned NEST facility in Diego Garcia. With their mission complete in the Middle East, Optimus commands the Autobots to head to Washington, D.C., while he, Ratchet and Colonel Lennox leave for Pripyat, Ukraine, following a lead on a recently uncovered object that seems Cybertronian in origin.

In Washington D.C. a restless Sam, is now is living with his new girlfriend Carly Brooks-Spencer, a secretary working for Dylan Gould, a CEO of a major investment company and a car enthusiast. Sam is prying for a new job but having saved the world twice, Sam doesn't want a job that he knows won't make a difference in life and complains how the government never bothered to give him a proper job. The pair also lives with decommissioned Autobots; Wheelie and Brains, whose services were turned down by the Autobots. After his parents arrive, Sam spends a day attending job interviews, but fails until his last one with Bruce Brazos.

Arriving in the uninhabitable city of Pripyat, Optimus Prime, Ratchet and Lennox investigate a dig site where construction workers (who wear special suits) have uncovered a mysterious object. Suddenly, they are attacked by a huge Decepticon known as the Driller which is piloted by Shockwave. The Decepticons attempt to retrieve the object. Some of the construction workers are killed as Optimus orders Ratchet and the humans to retreat, while he battles the Decepticons. The Decepticons escape, leaving behind the object. An incredulous Optimus Prime recovers the object and realizes that it is a fuel rod from the Ark, the long-thought lost Autobot ship.

In Africa, a weakened Megatron, Starscream and Soundwave learn of the discovery of the fuel rod by the Autobots. Soundwave deploys Laserbeak to silence their human allies. At their base in Washington D.C., U.S Intelligence Director Charlotte Mearing reveals to the Autobots that the space race in 1969 was in response to the Ark crashing on the moon. An angered Optimus demands a mission to the moon with the Autobots on it. Optimus Prime and Ratchet take an Atlas X rocket to the Moon and discover and retrieve Sentinel Prime; Optimus Prime's mentor and predecessor. They also recover five pillars, and return to the Earth, unaware of three Decepticon stowaways named the Dreads (Crankcase, Hatchet and Crowbar).

Later, at his new job, Sam encounters a co-worker who recognizes him from the television broadcasts. The co-worker tries to reveal to Sam a Decepticon plot, revealing that he has been forced to work with the Decepticons to cover up something before being killed by Laserbeak, who attacks Sam. After being injured by Sam, Laserbeak retreats and reports back to Soundwave. Sam then heads to NEST operations in Washington D.C. where he is introduced to Director Mearing. Optimus revives Sentinel Prime using the Matrix of Leadership. Having retrieved five other pillars, Sentinel reveals that the pillars allow the user to open space bridges and teleport them anywhere. However, he reveals that a hundred of them have gone missing. Director Mearing then forces Sam away.

Elsewhere, the three stowaway Decepticons adopt Earth vehicle forms and inform Megatron that they are ready to strike.

Later, Sam, puzzled why Decepticons have been enlisting the help of humans, meets with Seymour Simmons, who has now become a millionaire after writing books about his experiences with Sector Seven. He also has a butler and assistant named Dutch. As Simmons and Dutch help Sam research the Moon problem, Carly arrives and gets into an argument with Sam. After breaking up with Sam, Carly angrily leaves for a party hosted by Dylan.

Following a lead, Sam and co arrive at Atlantic City, where they meet up with a former Russian cosmonaut living in the states. After a brief scuffle which Brains defuses, the cosmonaut reveals that the Soviet Union were the first to send cameras onto the moon. Footage revealed over a hundred pillars lying over the surface of the Moon, however only five was recovered. Sam deduces that the Decepticons must have recovered the other pillars. However, he is puzzled as to why the Decepticons left Sentinel Prime unharmed. He believes that Sentinel Prime maybe the only one who knows how to use the pillars. He realizes that the Decepticons left Sentinel Prime, so that the Autobots could recover him as Optimus is the only one who could revive him.

Realizing that it was a set-up, Sam warns Director Mearing about Sentinel Prime. The Autobots (Mirage, Bumblebee, Sideswipe), Sam and co escort Sentinel Prime back to NEST operations. Along the way, the group is attacked by the Dreads. In the ensuing battle, Simmons is severely injured by a Dread, while Sentinel Prime escapes back to base.

When Captain Lennox and Ironhide return to base Sentinel Prime betrays the Autobots, murdering Ironhide and the Twins. He reveals that he always was the key before battling and gravely injuring Optimus, and joining forces with Megatron. Sentinel Prime never believed that the Autobots would have won the war so he forced himself into an alliance with Megatron to end it. Starscream's attack on the Ark was a ruse, and Sentinel was actually on his way to meet Megatron.

Now with their plan set in motion, Megatron opens a space bridge and transports a multitude of Decepticons hidden on the moon to Earth, before going into hiding for the time being. Sentinel Prime speaks to the humans, revealing that he is the true leader of the Autobots, and his plans to mine Earth's resources to rebuild Cybertron. He also demands the exile of the former rebel Autobots (Optimus Prime, Bumblebee, Ratchet, Sideswipe, Mirage and Wheeljack) in order to avoid any conflict. If this agreement is not met, Sentinel Prime reveals he will destroy all human life with a battalion of Transformers. The United Nations takes a vote and decides not to agree to exile the Autobots.

In Gould Estate, Sam arrives and makes up with Carly. Suddenly they are attacked by Laserbeak and Soundwave, disguised as Carly's car. Dylan reveals that he is in league with the Decepticons. He reveals that he and his family have been working with the Decepticons all along, noting that his father helped the U.S. government cover up the moon crash landing. In exchange for Carly's life, Dylan forces Sam to spy on the Autobots and inform the Decepticons about the Autobots plans for retribution. He also forcibly gives Sam a small Decepticon to monitor and record the Autobots plans.

Sam returns to his apartment, only to be whisked away by FBI to meet with Director Mearing and Robert Epps, who reveal that the United States government has overridden the UN and exiled the Autobots, who are to leave Earth on the Xantium, a ship built by the Wreckers. Sam asks Optimus if they are planning anything, subtly tipping the Autobot leader off. Optimus simply announces there is no plan, and the Autobots soon depart aboard the Xantium, only for the ship to be destroyed by Starscream. Sam's watch spy detaches from him, its job done, and Gould drops Sam a phone call to gloat. Sam convinces Epps to help him find Dylan and rescue Carly. Dutch traces the last call Sam got, pinpointing Gould's location to Chicago, so Sam, Epps and a few mercenaries in league with Epps head there.

Planning to open the space bridge in the center of Chicago, Megatron orders the Decepticons to lay waste to the city. Having secured the city of Chicago and following a meeting between Sentinel Prime and Megatron who are starting to have obvious friction, Dylan reveals to Carly that Sentinel plans to use Earth's human population as slave labor but because humans will be unable to survive going through the space bridge, Sentinel intends to bring Earth and Cybertron together using the space bridge. Though this will destroy the Earth, the surviving human population will be used to rebuild Cybertron by mining the Earth's resources.

As Sam and Epps reach the city, they're saved from a Decepticon fighter by the returned Autobots, who'd escaped the destruction of the Xantium by hiding in a booster rocket. Bumblebee and Sam take the downed fighter to rescue Carly. Sam enters Dylan's penthouse, only to be hurled out of the building by Laserbeak. He's caught by Bumblebee who is piloting a fighter, and as they successfully rescue Carly, Laserbeak gets his head blown off.

Dylan informs Megatron about the Autobots' survival; however Sentinel Prime reveals that he anticipated this move on Optimus's part. While the Autobots travel the city, a chasm in the ground opens up, sending Wheeljack into the Chicago River, where he faces a horde of Decepticons and goes down fighting. As the Autobots prepare for battle, Shockwave arrives with the Driller. Bumblebee, Sideswipe, Ratchet, Mirage battle him only to quickly realize that they are powerless against Shockwave. Carly reveals to Sam that if they can destroy the control pillar opening the space bridge, the whole space bridge will collapse, having learned this of off Dylan. However, Epps reveals that they only have one shot left with the launcher and radios for backup.

Eventually, the Autobots are overpowered by the Decepticon forces and captured. Starscream kills Mirage, with Soundwave using his severed head as a puppet to mock the Autobots, just as he prepares to kill Bumblebee he is knocked aside by a Wheelie piloted Decepticon flagship who massacre a horde of Decepticons. The Autobots manage to escape, and Bumblebee kills Soundwave. Starscream is also killed by Sam to avenge Mirage. The group attempts to blow the control pillar from afar but that plan fails, and the building that they are in is tipped over by the Driller. Sentinel Prime also betrays Megatron and knocks him off the building, having no intention to work for him.

Optimus arrives and massacres a horde of Decepticons, including the Driller, before battling and killing Shockwave. He then uses Shockwave's laser blaster to destroy the control pillar. The main piece of the pillar falls in front of Sam who attempts to retrieve it only to be confronted by Dylan. A fight ensues, in which Dylan is killed by the piece of the control pillar as it disintegrates him. The military also arrive.

Megatron is goaded by Carly into joining the fight to destroy Sentinel Prime and he and Optimus join forces to battle Sentinel. While Megatron distracts Sentinel, Optimus gets hold of Sentinel's acid rust cannon, and destroys Sentinel with his own weapon. Following the battle, Megatron and Optimus Prime make peace to end the war. Megatron and the remaining Decepticon forces return to Cybertron. Sam and Carly have rekindled their romance, and Bumblebee produces a gasket ring and forces Sam into unwittingly proposing as the two share a kiss.

Optimus Prime and the surviving Autobots remain on Earth; their new home.

Featured characters[]

(Numbers indicate order of appearance.)

Autobots Decepticons Humans
  • Aaron Brooks (3)
  • Ralph Simmons (4)
  • Kelly (5)
  • Newman (6)
  • Carla Spencer (7)
  • James E. Webb (8)
  • Moore (9)
  • Robert McNamara (10)
  • John F. Kennedy (11)
  • Neil Armstrong (12)
  • Bruce McCandless II (13)
  • The three Johnsons (14)
  • Buzz Aldrin (15)
  • Sam Witwicky (17)
  • Carly Spencer (18)
  • Ronald Witwicky (21)
  • Judith Witwicky (22)
  • Lieutenant Sulimani (23)
  • Lieutenant Faraj (25)
  • William Lennox (30)
  • Alexi Voskhod (31)
  • Willis (32)


"Could you tell Armstrong to say it again, correctly?"

—A pedantic NASA PR flack

"It's so frickin' complicated. I'm still trying to figure it out. The chickens they eat. The monkeys they don't. The cows they eat. The bears they don't. Fish, yes; whales, no. Cats, no, rabbits, yes. Pigs sometimes, and the dog... unfortunately he's safe. There's no rhyme or reason to it."

Wheelie on human eating habits.



  • Though a big deal is made of how much trouble Carla Spencer went to to get hold of Webb so that Brooks can pass on the news about the UFO, Webb somehow hears about it from a Doctor Moore instead.
  • At the bottom of page 369, "from" is spelled with two 'o's.
  • At one point, Roadbuster was referred to as the blue Wrecker instead of green.

Differences with the movie[]

  • Skids and Mudflap appear, though only in the sequences where the Autobots return to NEST, and Sentinel's betrayal scene.
  • Sam's dog is named Buster.
  • Ironhide goes on a mission in Chechnya to stop some rebels.
  • The majority of Sam's interviews are skipped, as well as most of the more colorful parts of his experiences at Accuretta.
  • Lennox only takes one NEST technician to Chernobyl instead of a whole team.
  • Shockwave briefly shoots at Optimus, but quickly retreats.
  • Voskhod is revealed to have lost his family in the Chernobyl Disaster, and actually thanks Laserbeak for putting him out of his misery.
  • Laserbeak transforms into a small robot dog instead of a human-sized pink Bumblebee replica. It also heavily implied he kills the entire family, while the movie leaves it ambiguous.
  • Optimus and Ratchet travel to the Moon in a human-built rocket rather than the Xantium.
  • Sam escapes Laserbeak at Accuretta by locking the Decepticon in a server room.
  • Sam and Simmons encounter three ex-cosmonauts instead of two, though only one actually helps them.
  • Brains helps out at the bar by speaking Russian to the cosmonauts.
  • Dutch kills Crankcase by running over him with a car (don't ask how that works).
  • Optimus is meeting with the President when Sentinel reveals his true colors.
  • Rather than just smashing into the vault containing the Pillars, Sentinel threatens to take Mearing hostage and start killing humans until she opens the vault.
  • Whilst in the movie Optimus orders the Autobots to retreat immediately, the novel has them fighting waves of Decepticons for some time before being overwhelmed by sheer numbers.
  • When Sentinel defeats Optimus at the National Mall, his decision to spare his life only comes about when NEST soldiers attack the pillars, forcing Sentinel to let Optimus be so he can go to their defense. In the finished film, Sentinel chooses to let Optimus live of his own accord.
  • Wheeljack falls in the river after the Driller's attack and then gets torn apart by underwater Decepticons.
  • Starscream kills Mirage while helping out the humans getting out of the skyscraper.
  • Not only does Soundwave make a "puppet show" out of Mirage's wreckage, but he also blows off Leadfoot's left leg (seems he has a fetish for red-coloured Autobots).
  • Rather then executing Sentinel with Megatron's fusion shotgun after Sentinel was crippled by the former, Optimus turns the tables on his treacherous master by slaying him with his own acid rust cannon.
  • Megatron isn't killed by Optimus Prime, or at all. Instead, his offer of a truce comes across as much more sincere; he kneels down and states that he is tired of fighting, that he will order all the Decepticons to stand down and that the war is over. Optimus is initially skeptical, but when Megatron offers to let Optimus kill him as an alternative, Optimus reluctantly accepts.
  • While the movie was ambiguous about it, Brains and Wheelie are shown to have survived the crash of the Decepticon mother ship in this version.
    • Later movies showed that both did indeed survive.

Transformers references[]

Real-world references[]

Unlike the first two movie novelizations, Dark of the Moon has references to stuff coming out of the woodwork.

  • Sam's initial impressions of Carly include that she has stepped out of a Victoria's Secret catalogue.
  • A vase Sam accidentally smashes was a gift from Winston Churchill.
  • Wheelie complains about the TiVo having recorded South Park and something involving a Kardashian, and then starts making up Star Trek/Transformers crossover fanfiction.
  • Sam thinks Gould's car collection would made Jay Leno feel inadequate.
  • Wang attempts to get Sam's attention by friending him on Facebook.
  • Sam recalls seeing All the President's Men.
  • Bumblebee's reaction to meeting Carly is to play Joe Cocker's "You Are So Beautiful".
  • Sentinel's description of the space bridge makes Sam think "Beam me up, Scotty", a catchphrase associated with Star Trek.
  • Simmons is scheduled to have dinner with Hugo Chavez and Larry King.
  • At the bar with Simmons, Sam reflects that he needed Daniel Craig but got "Weird Al" Yankovic.
  • Bumblebee uses a clip of Robert Preston from the 1962 film The Music Man to warn Sam the Decepticons are attacking on the motorway. Other clips he uses in this sequence include "Houston, we have a problem" from Apollo 13, Hall and Oates's Maneater, and the Police's Every Breath You Take.
  • Sam draws a connection between Sentinel Prime and the Arthur C. Clarke book The Sentinel and wonders if Clarke knew something.
  • Soundwave threatening Carly reminds Sam of a scene from the movie Goldfinger
  • The FBI agents who meet Sam outside his apartment remind him of Will Smith and Tommy Lee Jones.
  • The Autobots walking towards the Xantium remind Sam of The Right Stuff. Sam watches too many movies. (Maybe that's why he doesn't have a job yet...)
  • Brains claims to have a brain the size of a planet, a common claim made by Marvin the paranoid android in The Hitchhiker's Guide to the Galaxy.
  • Dylan has read The Power of Now.
  • The attack on Chicago reminds Carly of The War of the Worlds.
  • Dylan's relationship with the Decepticons reminds Carly of a line from The West Wing.
  • The Galileo Building reminds Sam of the building from Die Hard and the Leaning Tower of Pisa.
  • Wheeljack handing out gadgets reminds Sam of Q from the James Bond movies while he thinks the grapple gloves look like something he'd use to escape the Joker.
  • Leadfoot yells "Drillers! Why did it have to be Drillers!", a callback to Indiana Jones.
  • Wingsuits make Zimmerman feel like Batman. According to Perkins, they make him look like Rocky the flying squirrel.
  • As the building falls over, Sam resolves never to watch Titanic again.
  • When wondering how to destroy the control pillar, Sam considers taking it to Mount Doom and tossing it into the lava, a reference to the end of The Return of the King, the last The Lord of the Rings book.


  • As opposed to other characters who were referred to by their car model (Ex. Bumblebee the Camaro, Ironhide the GMC Topkick, etc.), Mirage was referred to as a "Red Sports car" instead of a Ferrari.

International printings[]

External links[]