Just got back from seeing it a 2nd time. The 2nd viewing really helped my opinion of the movie. Most all of my personal qualms with the flick are now resolved. The quick list: Prime's plan: Originally I had thought that he said, "He had to make them think we had gone, so the humans could see that the Decepticons will never leave." It sounded like he was sitting back in his recliner, chomping on energon goodies while Chicago was getting murdalized and only stepped in after his point had been proven. That totally struck me as a dick move to make. Upon a 2nd viewing. . . Prime says, "Now the humans see that no matter what, the Decepticons will never leave." Nowhere does he say that it was part of his plan to let humans get murdered or the planet get invaded. Then he says, "We had to make them (the Decepticons, not the humans) believe we had left." Before, I heard it as him saying he wanted the humans to think they had gone, in order to really let the weight of being helpless sink in. But this time I got that he meant he was trying to fool the 'cons. So it's much better in my eyes now. The dialogue can be misleading, especially if you only hear it once, so a 2nd viewing was a huge relief and improvement. Prime executing Megatron: First time I saw it, I thought Megatron said, "I just wanted to be in charge." Past tense. I thought Megatron came across as burnt out and tired of fighting and having seen Cybertron destroyed, only wanted to end the war. Then Prime kills him out of the blue in the most violent manner possible. Not very becoming of a heroic character. Upon the 2nd viewing. . . Megatron says, "I just want to be in charge." Present tense. He's calling for a truce where he's still in charge and calling the shots. Not much of a truce and would undoubtedly require Optimus to throw away all his beliefs about freedom and the sanctity of life if he chose to serve under Megatron's new regime. Then, of course, Megatron goads him on with, "Besides, who would you be without me?" He's practically asking for Prime to attack him (which would be awesome on a psychological level- like a suicide by Autobot kind of deal?). I still think that scene could've been handled better, but I get what they were going for now. Prime executing Sentinel: After Sentinel sliced off Op's arm, Op was grabbing onto SP with his one good arm and pleading with him to stop and see reason. Sentinel kicks him away and stabs him again, raking him across the bridge in the process. Sentinel showed absolutely no mercy or remorse towards OP. So when Optimus gains the upper hand again, there's no mercy to be given to Sentinel anymore. He pissed away every chance he had to redeem himself and killed (and tried to kill) those who respected him most. Also, the pacing of the movie seemed much faster this time. The 1st time around it seemed to drag in some spots, but it was pretty good this time. Probably just because I knew where it was all going this time. The movie felt a lot tighter plot-wise too. It really, really improved on my 2nd viewing.