Frank Welker credited as playing...
Megatron • Soundwave • Skywarp • Rumble • Ravage • Galvatron • Laserbeak • Trailbreaker • Mirage • Mixmaster • Sludge • Wheelie • Sweep • Frenzy • Blades • Buzzsaw • Groove • Sharkticon • Chromedome • Pinpointer • Steeljaw • Additional Voices • Booper • Brutalo • Computer • Cybetronic Narrator • Delta Pavonis IV Cat • Dr. Victor Frankenstein • Groyle • Hector Ramirez • Jeff • Junkion • Niko Don • Nitro • Poplock • Ratbat • Russian Propagandist • Teletraan II • Teletraan-II • Throttlebot • Trans-Organics
- Trailbreaker: [after escaping attack] Thanks for your help, brothers!
- Sunstreaker: What about my paint?
- Sideswipe: Don't worry. No one will notice. Just make left turns!
- Starscream: Nobody turns his back on me!
- [blasts Megatron]
- Starscream: Decepticons, feast your eyes on your new leader.
- [Megatron awakens and kicks Starscream to the ground]
- Starscream: What the...? Megatron! You're... you're dead! I terminated you!
- Megatron: Fool. I can not be terminated by a single blast from your puny weapon. I'm sick of your endless quest for power. Especially at the cost of losing mine!
- Starscream: [to Decepticons] Don't just stand there! DO something! Your new leader orders you to slay Megatron!
- Megatron: You're a fool Starscream if you think anyone would follow your orders.
- Starscream: Just wait Megatron. One of these days I will have my revenge.
- Megatron: You and what army?
- Brawn: [hefts Megatron's cannon] Let's see how Megatron likes a dose of his own medicine.
- [Fires it at Megatron and tumbles backward]
- Brawn: Now that was a kick.
- Brawn: [Laserbeak swipes the cannon from Brawn] Bring that back, you birdbrain!
- Megatron: [Laserbeak drops the cannon onto Megatron's arm] No one does that to me, and continues to function!
- [fires at Brawn]
- Starscream: [looking at the Dinobots] You're supposed to know everything. What are those?
- Megatron: Scrap metal, once we finish with them!
- [Fires his cannon at the Dinobots]
- Megatron: Is there anyone brave - or stupid enough - to oppose us? This city is under martial law... and I am the marshal!
- Sweeps: My guidance system has been hit! Galvatron, help me!
- Galvatron: Please meet your end with dignity. I despise whiners.
- Dr. Archevil: Remember our agreement, Megatron: the Earth is to be mine once you are through with it.
- Megatron: It will be. What's left of it!
- Sweeps: This is blowing out my audio sensors! It's torture!
- Galvatron: No! No! It's music! The Symphony of Destruction and the Anthem of Agony!
- Starscream: It looks like some kind of... rust!
- Megatron: Impossible! We are rust-proof!
- Starscream: Perhaps you're made of shoddy materials, Megatron!
- Megatron: That's ABSURD!
- Quintesson Commander: Besides, how can you be so sure we are the ones who betrayed you?
- Galvatron: Well... you all do look alike...