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    Humans 
  • As serious as the opening scene is, one line from Kennedy stands out: "Well, then you tell NASA to move Heaven and Earth. We need to get to the moon." Said in such a deadpan voice, it's like he's asking them to go to the store for some milk.

  • Sam's sheer exasperation with his current situation in life.
    Sam: You love it, don't you? I'm just your American boy toy!
    Carly: I love me a boy toy.
    • The fact that Brains and Wheelie are living with Sam, and Brains acts like a complete pervert towards Carly.
    • The Lucky Bunny.
    • He has a medal from the president; no one cares. Speaking of the medal, that's when he meets Carly. By breaking an expensive decorative vase in the White House.
      • The novelization makes it better: the vase was a gift from Winston Churchill!

  • Anything to do with Sam's Amazingly Embarrassing Parents in this film.
    • When Sam sees they've arrived early, he drops the coat he's carrying in his mouth, then turns around and walks back into the building. When he comes back out, he's all smiles and enthusiastic to see them.
    • When Sam's mom sees his new car:
      "It reminds me of Bumblebee! If Bumblebee... were a sad piece of shit."
    • And his dad's response to why he had to get it:
      "Oh, so your car has a job?"
    • During Sam's job interviews, his dad gets heartburn from a hotdog:
      Sam: "Why don't you get a little dipping tray and dip the dog in the Pepto, that's a solution. (Phone dings.) Pow, I got another one. We gotta go, come on!"
      Judy: (To her husband.) "Really?"

    • This bit:
      Judy: She comes first, there is some killer shit in this book.
      Judy (again): "Sit down, sit down! Back me up."
      Ron (to Sam): "Happy wife, happy life. Unhappy wife? Stone cold misery for the rest of your-"
      Judy: "Oh, stop it."

  • Speaking of Sam's job interviews:
    • He interviews with a guy not much older than him, and when the events of the last film are brought up, says his potential boss might've missed some details because he would've been about fourteen.
    • Will anyone else be joining us?
      No.
      Oh. You want me to move right there? I can-
      Prefer not.
    • The same interviewer turning Sam down because he got a medal from Obama.
      "In this office, we're mostly Republicans. So..."
    • You remind me of like a- an Asian Colonel Sanders, a man I can trust. Made better by the old guy nodding like he agrees.

  • And then there's Bruce Brazos, played by John Malkovich.
    • He's such a Large Ham, always Chewing the Scenery with every movement. When he opens his mouth...
    • The red cup incident.
      It is a visual and therefore visceral betrayal. Stop it. Now.
    • And it becomes a Brick Joke when Carly later gives Sam a red cup filled with red licorice. Right in front of Brazos!
    • When Laserbeak kills Jerry, his body falls past a meeting Brazos is in. The boss' reaction is pretty funny.
      Jeezus!
    • Then he instructs Sam to clean up the body. Black Comedy at its finest.
    • And finally, he demands to meet Bumblebee in exchange for giving Sam information on the conspiracy. He gestures for Bumblebee to "come at" him.
      Bumblebee: Did you eat a lot of paint chips as a kid?

  • Two words: Jerry Wang
    • He stalks Sam through the office, knocking a binder out of some guy's hand.
      You do that again I'll kick your ass!
    • Then he corners Sam in the bathroom.
      I'm Wang. Deeeep Wang.
    • He encounters Brazos on his way out.
      Stare down, you and me. (Slam!) I win.
    • Sam walks in on Laserbeak torturing Jerry. The engineer gets him to leave by blaming his agony on hemorrhoids.
    • Then Jerry pulls a pair of guns on the Decepticon.
      "Oh yeah! Who wants some chicken dinner now, Bitch? Huh? 'Cause somebody messed with the wroooong Wang today."

  • Charlotte Mearing replaces Theodore Galloway as National Security Director and Autobot Liaison. As such, she gets several moments to be humorous.
    • Her first appearance has her berating a Senator over the phone. Doubles as a Moment of Awesome, maybe even an Awesome Moment of Crowning.
    • Her interactions with Lennox and Optimus are just brimming with comedic awkwardness.
    • Once Sam arrives at NEST, the Snark-to-Snark Combat is real.
    • Then she talks to him, Carly, and the two mini-bots in her office. Brains jumps on her desk, and she immediately pulls out a gun. He gets down.
    • Her Oh, Crap! face once she recognizes Sam is telling her the truth about the Decepticons' plans is full of Narm.
    • Ditto for the way she blames Optimus for the base's destruction.
    • Her interactions with Agent- Former Agent- Simmons are catalogued in the next folder down.

  • Robert Epps
    • He's in charge of the Wreckers. That as a concept is pretty funny.
      • In the novelization, he keeps them under control by playing a 24-hour loop of a NASCAR race.
    • Epps' reaction to seeing The Driller during the Battle of Chicago.
    • After running from the Driller, Epps and the Mercenaries are separated from Sam and Carly. Epps and Hardcore Eddie have a great discussion.
      Epps: Where are Sam and Carly?
      Eddie: da um...
      (cut to them running from Starscream, then cut back)
      Epps: I give you one thing to do! One thing to do, and you drop the ball on that?
      Eddie: I didn't sign up for all this! I got aliens blastin' at me, runnin' around, chasin' me! I'm duckin' through churches and buildin's nd all that kinda crap, man, this is bullshit! I didn't sign up for this Epps. (Beat) I'm tryin' to keep it down.
      • CinemaSins points out the BFG strapped across his chest. What did he think he was signing up for?
      • Eddie had another great moment earlier, when he was trying to shoot the Pillar with their rocket launcher. He was stressing out, and Sam comes over to motivate him. He takes aim again and this time mutters that it doesn't matter if the aliens kill him or the building falls over, because he's about to have a heart attack anyway.
    • And then when the Autobots join the charge:

  • After Dylan reveals his true nature, he fits Sam with a Decepticon torturer disguised as a wristwatch. Every time Sam tries something the watch doesn't like, it electrocutes him. Whenever it wants him to do something different, it zaps him with less electricity, causing his body to jerk around randomly. At one point, the spasms cause him to roll across a table in an impressive display of agility. He pops right up next to Charlotte Mearing and brushes himself off like, "yeah, I meant to do that." Another time, his hand basically caresses one of the NASA technicians. Sam denies he did anything, and the techie orders Sam to get away from him.

    Simmons/Dutch 
  • Simmons is introduced in the film while interviewing with Bill O'Reilly.
    • In the last film, Simmons was resentful of Sam because Sector 7 got shut down and he lost his job. In this film, he's gone to writing it off as downsizing due to budget cuts.
  • Then his assistant Dutch appears to run the camera crew out of the mansion.
    • Dutch himself has quite a few moments. Special mention goes to his freak out in the Russian Bar.
      Dutch: I am so sorry, that was the old me!
    • Right before that:
      Simmons: Dutch, give me a line.
      Dutch: Ah, ah- Baryshnikov!
      Cosmonaut: We do speak English.
      Simmons: Dutch. You suck.
      Dutch: It is a Cyrillic alphabet! It is like all the buttons you never push on a calculator! I don't suck.
      • After being dismissed as a translator Dutch goes to sulk at the bar and read his translation book. The first sentence he finds is "Can my child smoke in here?" which he then looks at with puzzled confusion.
    • Then on the highway, Hatchet tears Simmons right out the car, so that he breaks his leg. Dutch brakes hard, and looks back muttering, "Mein Gott, I am so fired."
    • In the graphic novel adaptation, Dutch is the one to break Simmons' leg, running it over after he turns around to get his boss.
    • Later, Simmons asks Dutch to hack into a bridge controller. Dutch comments on the type of system, saying it is difficult... But not for him, he's already in, and the bridge will be going down- now.

  • Back to Simmons, he's trying to help Sam unravel the conspiracy, and has some choice comments about the victims:
    It's like they can't drive. These guys can fly into space, but they can't drive a car.

  • Carly walks in on the planning session. Highlights include:
    • Bumblebee standing up and knocking the chandelier off the ceiling.
    • Simmons ordering Dutch to frisk Carly.
    • Dutch actually trying it! Until Carly gives him a Death Glare.
    • Sam tries to introduce everybody and calm his now angry girlfriend.
    • Once Simmons realizes who Carly is, he can't believe Dutch passed on frisking her.
    • And Dutch then protests that he has a girlfriend. Her name is... India.

  • When Carly leaves, Simmons wonders how she afforded her Cool Car. Sam tells him her boss bought it, and Simmons replies that he used to hate rich bastards like that. Now that he's one of them...

  • Simmons tries to get into a Russian Bar.
    (knock knock)
    (door slot opens)
    Simmons: Dasvidania.
    Bouncer: That means goodbye.
    (closes slot)
    (knock knock)
    (slot opens)
    Simmons: (hands over folded money)
    Bouncer: Khorosho (takes money)

  • Simmons and Mearing used to date. He's still in love, and meeting up with her leads to a lot of inappropriate comments.
    Your booty looks excel-lant.

  • Followed by this bit of dark comedy:
    Mearing: If you ever tell anyone about that night in Quantico, I'll cut your heart out.
    Simmons: You already did.

  • Simmons still can't get Sam's name right.
    That kid, Witwickity, was headed to Chicago.

  • When Dutch is hacking the bridge, Simmons tries to take credit for it. Well, it was his idea.

  • The Stinger: Simmons is in his electric wheelchair still. He decides to celebrate the victory by knocking Mearing over into his arms and giving her a big smooch. She laughs... and then orders her bodyguards to arrest Simmons. It was Worth It.
    • What probably enhanced the funny moment was that Mearing barely held her laughter while ordering the arrest, a rare moment of Corpsing in a big budget production.

    Autobots 
  • Just about everything Brains and Wheelie do in the beginning, including:
    • Brazenly admitting to rifling through Carly's underwear
    • Providing some excellent foreshadowing by watching Star Trek
    • Trying to say Sam is family (he's not having any of it)

  • Mirage intimidates some Iranian guards... politely.
    On the ground, per favore. And stay there!

  • Ironhide's frustration with Prime's silent treatment to the NSA director.
    "PRIME! Make something of yourself!"
    (clang)
    "He's pissed."

  • During the highway chase, Bee has to avoid a crashing truck. He does so by transforming and flipping over the wreck, tossing Sam into the air. Sam is screaming like a little girl. Bee meanwhile is quite calm, batting aside bits of truck, before grabbing Sam and turning back, putting Sam into the front seat before Sam has stopped screaming. Sam's deadpan afterthought sells it:
    Right, back to NEST.

  • The Wreckers
    • Mearing sums it up well:
      We don't let 'em off the base much, 'cause they're assholes.
    • They threaten to kill a NASA tech because he gave a bolt the wrong number of turns. In all fairness, they were working on an alien spaceship and the slightest miscalculation could mean death, so...
    • When Epps is saying he runs interference for them, Roadbuster can be heard in the background:
      Well you're not helping!
    • Upon arrival in Chicago they tear a Decepticon pilot limb from limb. It would be serious... if not for Leadfoot.
      This is going to hurt. A lot!

  • Optimus' trailer is knocked away by the Driller, much to his consternation. The funny part is that his complaining is seriously out of character (thought not an example of O.O.C. Is Serious Business), and comes across as Hasbro wanting the movie to promote the toyline.

  • When Optimus is shot down by Shockwave, the look on his face reads, "Well this sucks" crossed with, "I am such a freaking dumbass, I should've seen that coming."

  • Brains and Wheelie hijacked a Decepticon fighter, hoping to do some damage... they fly it strait into the hold of an Airborne Aircraft Carrier and crash.
    • Brains: "This is a total clusterf-"
    • Then they decide to trash the larger ship. ( Oh, We gonna screw dis ship up. ) They cause it to drop all of its stored fighters just as Soundwave is about to execute Bumblebee.
    • Then as the ship is about to crash, they exchange last words:
      Wheelie: We had a nice run Brains, you and me!
      Brains: Yeah, we gonna die.
      • Harsher in Hindsight, the sequel reveals that Brains survived... Wheelie (presumably) did not.
      • Nah, he's in 5, a lot better off than Brains too.

  • Megatron sues for peace after beating up Sentinel. You may think Optimus will accept. Instead, he turns it down with a Badass Boast, then kills Megatron in about 10 seconds. A rematch 3 years and 2.3 hours in the making... and it ends before you realize it's begun.

  • After the battle is over, Sam and Carly reunite. He promises to make things up to her... and Bumblebee pulls out a bunch of gears and washers, playing the traditional wedding march. Sam is very put off.

    Decepticons (aka, the Dark Comedy) 
  • Laserbeak provides a lot...
    Pleasure working with you.
    • He kills a pair of birds. For no reason other than he wanted to.
    • Jerry Wang's obnoxious co-worker ( I'm still stewing about that binder incident, Jerry. ) tries using Laserbeak's copier disguise. He even comments that it's complicated because it's Japanese. You may cheer when his racist ass gets shot by Laserbeak.
  • Remember how in the previous movie Megatron and Starscream bickered like a couple and Screamer reminded him that the hatchlings are fragile? Well, now here's how Megatron talks to the kids while feeding them:
    Megatron: Ah, don't be greedy, my fragile ones!

  • Megatron has finally had enough of Starscream:
    Spare me, you gaseous sycophant!

  • Dylan Gould (here due to the fact that he is The Quisling)
    • His introduction comes right after Carly has been talking him up. It's obvious he's an Upper-Class Twit. Except he isn't, he's actually just as smart and charming as he is handsome, working as the head of his company. You can't hate him, even though he's perfect!
      • Except he's totally an evil selfish jerk.
    • Sam only got his job because Dylan is on the Board. Good luck enjoying that bonus tonight, Sam.
    • In spite of its seriousness, The Reveal that Dylan is evil may cause a chuckle at its abruptness. Especially when Sam starts to run, and Dylan asks a party guest if it was something he said. She said no.
    • In Chicago, Dylan must pay his respects to Megatron.
      (bows) Your excellency. (turns away) He is such a dick.
    • Dylan's Oh, Crap! face when Bumblebee is about to shoot up his apartment...
    • His Large Ham taunting of Sam at the Control Pillar is pure Narm.

  • Sentinel's first act upon waking up is to tackle Optimus. It comes out of nowhere (only later do we recognize the foreshadowing), providing excellent Mood Whiplash.

  • One of Epp's mercenaries falls out of the tilting building. He screams all the way... even as he passes Shockwave on the way down, who looks up following the human splattering next to him. Even better, the animators made sure one of the coffee mugs that fell shatters against Shockwave in slow motion.

  • The scene where Simmons and his men are preparing to launch an attack on Shockwave, Barricade, and a few Decepticon soldiers. What makes the scene is how Barricade is angrily berating the troops for the death of Soundwave in Cybertronian, throwing them across the floor while Shock wave idly watches.

  • Carly goes to convince Megatron to fight Sentinel. She does so by taunting him.
    Any minute now, you'll be nothing but Sentinel's bitch.
    • Megatron rightly goes to smash her- and then he backs off, realizing, "Oh shit, she's right."

  • The breakup scene between Carly and Sam gets a lot more humorous when you realize Soundwave is right there and forced to listen to the entire thing.

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