Not sure why the last thread was closed, but this is a great topic and bears further discussion. My ideas: *Replace the Bay Twins with the Real Twins: Sideswipe and Sunstreaker. Sideswipe is red, Sunstreaker can be silver. *The Real Twins have non-racially offensive accents. Sideswipe longs for battle, Sunstreaker is more of a pacifist. That said, these Twins make a deadly duo. *Remove the Witwickys completely. *Same is not in college; instead, he's been sort of relocated. He's been given a government job while he takes college courses on a nearby military base. *Megatron is restored and chooses his DOTM alt-mode to avoid detection by N.E.S.T. and the Autobots. *It's made clear that Megatron plans to betray The Fallen once The Fallen has found the Harvester. He's definitely not a "disciple" or "lackey." *Optimus does not die; he plays a greater role in the film. *Optimus combines with Jetfire, but Jetfire doesn't have to die for the process to work. *The desert battle is significantly cut down, is much clearer, and involves Devastator. *The Constructicons don't have "copies," and their combined mode is a bipedal, humanoid looking giant. *The Matrix is not turned to fairy dust; Sam opens Prime's spark chamber and jams the Matrix in, in a nice nod to how he killed Megatron in the first film. *Mikaela dies in the final battle.