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1!As a Moments subpage, all spoilers are unmarked [[Administrivia/SpoilersOff as per policy.]] Administrivia/YouHaveBeenWarned.
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3* The death of Apelinq. He says he will buy the group time, moves in to attack Scourge... and dies in seconds. While he did allow the Maximals to escape, he was ultimately outmatched against an opponent who is being powered by a PhysicalGod. Primal's grieving look as his group flees their homeworld does little to help matters.
4* After his job interview falls through and the hospital refuses to treat Kris anymore due to the family struggling to pay his medical bills, Noah takes Reek up on his offer to steal a car. Noah doesn't want to stoop to being a criminal but he feels it's the only way out of his family's financial dire straits.
5** How sadly accurate everything that happens to Noah before meeting the Autobots is. Despite having served his country, he can't get a job because the employer is worried about him "ruining" what he built and uses some vaguely racist comments (which he ''flimsily'' tries to insist are about his "lacking team skills"). And the hospital doesn't care at all that Kris is a little boy; they just want money.
6* Kris's condition. The fact that he hides how much pain he's in (he can't even hold a fork) because he knows it will upset his brother is heartwrenching.
7* Elena is clearly talented and passionate about her job... but all the credit goes to her boss, who steals her ideas and claims them for her own.
8* Optimus Prime has it ''rough'' this movie. As Mirage puts it, he and the Autobots have been stranded on Earth for the past seven years, and he feels [[ItsAllMyFault he alone is to blame for their current situation.]] His genuinely missing home has made him [[TookALevelInJerkass become increasingly irate, cynical, and distrusting]] -- especially regarding [[HumansAreBastards humans]], whom he's come to believe are inherently self-serving.
9** After Bumblebee is killed by Scourge, Optimus is understandably ''livid'' beyond belief and [[SurvivorsGuilt laments it should have been him instead]], and later lashes out at Noah for letting Scourge take the Transwarp Key.
10--->'''Optimus:''' I should've gotten the key myself. I should've known better than to rely on humans!\
11'''Noah:''' [[NeverMyFault Hold up, you blamin']] ''[[NeverMyFault me?]]'' After you ''conveniently'' left out the part about a planet-eating monster?\
12'''Optimus:''' Because of ''you'', Unicron will now use the key to consume ''every'' planet in the universe! Including my homeworld...
13** Soon after, Noah hits back at Prime with a particularly harsh blow, once learning about the stakes behind the Key:
14--->'''Noah:''' You wanna find this other key and deliver it to the guy that just kicked y'all asses?\
15'''Optimus:''' The Transwarp Key is our only way home.\
16'''Noah:''' If that dude gets ahold of that thing, it's game over for Earth! Our families, ''everybody''! ...I’m going.\
17'''Optimus:''' Out of the question.\
18'''Noah:''' [[SarcasmMode No offense]], but [[ArmorPiercingResponse I’m not trustin' my home to a guy who couldn’t even protect]] ''[[ArmorPiercingResponse his]]''.
19*** Making it doubly worse is he says that soon after they have just lost Bumblebee.
20** When Noah is moments from destroying the key, Optimus ''begs'' him not to, as doing so will forever rob them of any chance of returning to Cybertron, even though putting both pieces together will not only summon Unicron, but also destroy Earth and the people on it. Thankfully, he relents.
21--->'''Optimus:''' Noah... ''don't''. I know you want to protect your people, but if you destroy that key, our people will be lost forever... ''Please'', Noah.
22* As Airazor has become corrupted by Scourge, she begs Primal to MercyKill her in order to protect Elena, which he reluctantly does.
23** The fact that the Maximals believe that there may only be ''four'' of them left in the entire universe. They've lost contact with the other survivors and Airazor at one point believes Primal is dead. So Primal having to kill Airazor is an utter gut punch to him.
24* Mirage sacrificing himself to protect Noah because he made a promise to Kris that his brother would come home.

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