As a Moments subpage, all spoilers are unmarked as per policy. You Have Been Warned.

"Always got your back."
"No matter what." note
"No matter what." note
The brotherhood between Orion Pax and D-16 is genuinely warm, with it being repeatedly emphasized that the two bots have each other's backs. Which makes their ultimate falling out so tragic...
- In one of their very first scenes, Orion gives D-16 an extremely rare Megatronus Prime decal, establishing D-16 as a huge fanboy for the biggest and strongest member of the Primes.Orion Pax: (coyly) If you did beat me, I couldn't give you this awesome Megatronus Prime thing I have here, and it's cool, I'll give it to someone else.
D-16: What "Megatronus Prime thing?"
Orion Pax: (holds up the decal for D-16 to see) Ah, it's nothing. Just, y'know, a mint condition Megatronus Prime decal, first edition.
D-16: (gasps) What?
Orion Pax: I mean if you don't want it, I can just throw it away.
D-16: Throw it away- That's not funny! Let me see!
(D-16 tries to grab the decal, only for Orion to pull it away.)
Orion Pax: Wait, don't grab. You're going to crease it.
(Orion carefully applies the decal on D-16's left shoulder.)
D-16: You know, Sentinel says that Megatronus was the-
Orion Pax: Strongest Prime to ever live. I know, buddy. Looks good on you.
D-16: Aww, it's... really cool. Thanks.- This exchange Orion and D-16 have as they approach the finish line of the Iacon 5000 speaks volumes of their history together.Orion: Is this the dumbest thing we've ever done!?
D-16: Oh yeah, it's up there! - When Orion leads them up to inside the light system of the Iacon 5000, giving D-16 a full view of the race, an amazed D asks, "You did this for me?" Orion denies it, "I did this for us." Cue fistbump. Sure, he then goes on to strap a jetpack onto D's back and drag him against his will into the race, but the sentiment remains the same: Orion just wants the best for his best friend.
- Fridge Brilliance makes this better: The left shoulder is traditionally where Optimus's Autobrand is located.
- This exchange Orion and D-16 have as they approach the finish line of the Iacon 5000 speaks volumes of their history together.
- When Elita’s getting the other miners to hype her up, only Orion looks like he’s saying those praises earnestly. Due to the fact that he immediately takes the time to compliment her finish and accepts her apology for "somehow convincing him that they’re friends", it implies that he might be nursing a crush on her.
- The miners quickly have to escape a tunnel when an Energon vein erupts, but Orion hangs back to free another miner, Jazz, trapped beneath some debris. Despite Elita-1 yelling at him over the comms that he's breaking protocol, Orion uses his jetpack to get him out.
- Later scenes establish Orion and Jazz already know each other, and this moment could be the catalyst for their longtime camaraderie as Autobots.
- D-16, a bot who believes in protocol, moves to help Orion get Jazz out without thinking twice.
- The trio are scrambling for the exit as the mine's walls start closing in around them and D-16 yells that they're not going to make it. Elita-1 hurls in some support beams to buy them more time and even props one up herself by the exit, allowing them to jump out seconds before it collapses.
- Orion tries to take the blame when Darkwing demotes Elita for the destroyed mine even though she brushes him aside, and the "my finger can transform" moment shown in the trailer is Orion dissing Darkwing for his treatment of her.
- D-16 stopping Darkwing's punch only to hit Orion himself is funny, but sweet, too, when you think about it. D's probably holding back with his own punch, more than Darkwing would, thereby letting his friend off with a lighter punishment.
- The way all the miners immediately get excited by the sight of Orion and D racing with jetpacks in the Iacon 5000 is extremely endearing. Seeing two of your same caste, who are all in the lower echelons of society doing what none of them did is truly an awe-inducing and inspiring thing to see. No wonder why they felt so happy seeing them racing.
- Special mention goes to Arcee in the crowd. She just sounds adorable as she cheers for the duo.Arcee: Miners! Those are miners! Like us!
- Special mention goes to Arcee in the crowd. She just sounds adorable as she cheers for the duo.
- When a stray part of an unlucky Cybertronian in alt-mode caught by the magnetizing obstacle hits D-16 from behind which cripples his right leg, Orion refuses to leave him behind despite his insistence and states that they will cross the finish line together. Of course, Chromia has to run right through the two, sending them crashing on the floor and winning 1st place.
- Before that, the announcer of the Iacon 5000, previously dismissive of Orion Pax and D-16 at first, roots for the two to be so close to the finishing line upon witnessing their resourcefulness and tenacity to beat the impossible odds. Even the Cogged citizens among the audience cheer for the two as well.
- When it seems Sentinel might punish Orion and D-16 for entering the Iacon 5000 without his consent, Orion immediately steps in to take the blame for everything that went down, not wanting his best friend to be punished for something he dragged him into. Fortunately, Sentinel is just there to praise them.
- For that matter, it's couched in Pragmatic Villainy, but Sentinel is clearly genuine about how impressed he is with the two miners. Personally offering them his luxury maintenance facilities is a sincere gift, and there's no reason for him to lie about it when he could easily just have them demoted in person. Unfortunately, Darkwing just had to be an ass about it...
- The first thing Orion says to B-127 is ask him how long he’s been down in Sublevel 50, showing concern rather than annoyance. This is probably the start of their long history together.
- Down in Sublevel 50, D-16 pauses in his rant when he's about to reference B-127 (who's been a rather annoying, slightly loopy chatterbox to them so far) and corrects himself to "this... really cool guy." It makes B's day, and it reminds the audience that before he became Megatron, D was capable of considering others' feelings.
- It's a blink-and-you'll-miss-it detail, but when Orion was falling from the train, D-16 let go of his hold to catch him.
- The four rush through city ruins to evade the Quintesson ship's sensors, Orion and B-127 falling behind. Then just as they are underneath an archway, B trips and Orion catches him before he can fall forward and alert their pursuers. Orion holds onto him the entire time the beams are hovering over them, just to keep his new friend safe.
- Once arriving at the cave where the Primes were ambushed and slain, Elita passes the map back to Orion when she had previously taken it from him after reluctantly joining the expedition, thereby giving him leadership of the group. It's very brief, but it's a sign that she's starting to respect and trust Orion more when she had initially treated him as nothing more than a nuisance who never followed protocol.
- While used to herald the grim scene of the discovery of the Primes' corpses, for many longtime fans of Transformers: Prime, Brian Tyler bringing back the four-note secondary Leitmotif from the show's theme brought Tears of Joy.
- When Alpha Trion is told about the Cogless undercaste, the elder Cybertronian takes a moment to assure Orion Pax, D-16, B-127, and Elita-1 that what defines a Transformer isn't their T-Cog, but their Spark — their willingness to change, to grow, and to take a stand.
- Alpha Trion choosing to honor his fallen comrades and the brave quartet of Cogless who journeyed across the perilous surface of Cybertron to find the truth by taking the T-Cogs from four of the fallen Primes (Prima, Onyx, Alchemist, and Micronus) and gifting them to Orion Pax, D-16, B-127, and Elita-1.Orion Pax: (overwhelmed with joy) Wait, we have... you... you gave us...?!
Alpha Trion: The ability to change your world. How you choose to use that power... is up to you.
(Orion smiles humbly)- Notice that when D-16 takes Megatronus' T-Cog from Sentinel, removing his own to put Megatronus' Cog in its place, he does not appear to damage or immediately throw away the one given to him by Alpha Trion. Even though Megatronus is/was his favorite Prime, it seems D-16 still appreciated Alpha Trion's gift to some extent.
- That Alpha Trion still deemed D-16 worthy in that moment to carry a Prime's T-Cog in spite of seeing his boiling anger that he was about to lose control over—or maybe because of it actually too:Alpha Trion: What defines a Transformer is not the cog in his chest, but the Spark that resides in their core. A Spark that gives you the will to make your world better. My fellow Primes had that spark, and I see their strength in you. Take their cogs and access your full potential.
- Before he runs off with the others so that they won’t get captured, Orion tries to convince Alpha Trion to come with them. Alpha Trion gently reassures him that he can stand on his own while calling him "my friend", before giving them all time to escape by destroying Sentinel’s soldiers.Orion: Wait, wait! We can't just leave you here!
Alpha Trion: Your fight will come, my friend. Primus has a purpose for us all. But this... this fight is mine. Now go! - Orion, Elita and B-127 are all ecstatic after their first successful transformation, jabbering to each other for just a couple of seconds of how amazing it felt. Sure, it almost leaves them open to an attack from a surviving Death Tracker, and D-16's taking him out is a bit too ferocious mixed with glee, but all four of them used to be Cogless and can now transform whenever they want. The feeling is akin to a paraplegic getting the chance to walk again.
- Elita's excitement notably stands out the most among the three. It's the first time in the film she legitimately looks like she's enjoying herself.
- While also comedic due to her pointing out his reckless antics and him lampshading it, it’s genuinely touching to see Elita help Orion get out of his funk by pointing out that his biggest strength is his undying optimism for a better future for everyone. From that point on, she becomes his biggest supporter as they venture back to Iacon with the High Guard.
- During their talk, Elita brings up Orion helping Jazz and cites it as another example of his good nature. Sure, it got her demoted, but she doesn't deny the fact that Orion saved another bot's life.
- There's another layer to this. Before, she was only more concerned about protocol even over Jazz's life because she was understandably so focused on trying to improve her career and thus her life. Now that all of the reasons for that obsession with career advancement are gone, she is free to acknowledge Orion's break of protocol for what it really was: a noble and selfless act of heroism, rules be damned.
- The sheer tenderness of her voice adds a certain amount of emotional depth to her speech, indicating something a little more than just loyalty
- Shockwave initially dismisses Orion's request for aid, but Elita promptly slugs him in the eye before he's even done talking. Now, the old Elita would've likely taken this chance to assert her own authority over the High Guard. Instead, she lets Orion take the reins, only giving a little help here and there when he needs it.Elita: Everyone, shut up! All of you! (points at Orion) Listen to him!
- During their talk, Elita brings up Orion helping Jazz and cites it as another example of his good nature. Sure, it got her demoted, but she doesn't deny the fact that Orion saved another bot's life.
- When Orion is trying to convince the rest of his friends to join his revolution, he doesn't try to intimidate them or sway them by grandstanding and fast-talking. Instead, he sways them with pure empathy, showing off his true potential as the leader he will become as Optimus Prime. And during his speech to the miners, he realizes that his upgraded form makes him bigger than they are, so he kneels to be on their level. It's a simple thing, but it speaks volumes to Orion's humility and desire to treat others as equals. This can been seen as the birthplace of the Autobots, and Orion's first true step in his journey to becoming Optimus Prime.Orion: Sentinel is a liar. Look, I know how this will sound coming from me. (kneels down) I was never the most... focused miner, but as you can see, everything is different now. (reveals his newly gifted transformation cog, and all the miners stare in awe at its glow) I went to the surface. And I learned the truth. My friends, we were all born with transformation cogs. And then Sentinel, he stole them from us. He took away our ability to make our own decisions. He stole our freedom. But now, I'm offering you your first real choice. You can work a twenty-third shift and mine yourself to death, or fight back against Sentinel with me. Right now.
Sideswipe: How are we supposed to do that?
Arcee: We can't fight. We don't have cogs.
Orion: What defines a Transformer is not the cog in its chest, but the spark that resides in their core. A spark that gives you the will to make your world better. And that spark, Sentinel can never take from us.
Jazz: There's not enough of us. We'd need an army!
Orion: And we have one. Elita is bringing troops. We are not alone in this. If we want to be in control of our own destiny, we will have to fight for it. Now- (stands up) -is the time for us to stand up. For ourselves. Stand up for this injustice! I promise you; this fight will be worth it. Follow me; nothing can stop us when we stand together! Together as one!
[Energized, the room is filled with cheers as the miners begin chanting Orion's name] - Really it is surprisingly sweet to know the fact that before they were enemies the Autobots and Decepticons fought together against Sentinel in order to depose him from his position. Shame that it didn't last...
- While not given as much focus as the relationship between him and D-16, the dynamic between Orion Pax and B-127 displayed throughout the film is very sweet. Unlike everyone else B interacts with, Orion is never put off by his non-stop chatter and either plays along with or humors him. A good instance of this is when B-127 excitedly boasts over his weapons during the climax and Orion happily shares his excitement akin to that of a proud father figure.B-127: Orion! Orion, look, I have knife hands!
Orion: (amused) I can see that!- And once the day is saved, Optimus gives B the position of being his right-hand man, much to the latter's happiness.
- Orion being blasted and dropped to his death inside the planet's core is just as devastating as it sounds, but Elita can be seen trying to jump forward to save him. B actually has to restrain her since doing so would be suicide. Their relationship had a rocky start, but all in all, she does greatly care for Orion.
- Even though it could be seen as Cruel Mercy by Megatron, Optimus choosing to exile the latter and the High Guard who had sided with him from Iacon can be seen as this. True to his word, Optimus did not execute Megatron for his actions even though he was betrayed by the one he considered like a brother to him. He disarms Megatron of his cannon, gives him some honest words, and simply tells Megatron to leave.
- During their fight, you can see Optimus angle his axe upwards as he's slicing through Megatron's fusion cannon, ensuring the axe doesn't meet his head. Even though he would have been perfectly justified in doing so, as an act of self-defense, he made sure that he didn't actually kill his old friend.
- When Optimus sadly declares his disbelief that Megatron would betray him, the hatred in the latter’s eyes briefly melts into sorrow and remorse, showing that deep down somewhere, the D-16 who dearly loved Orion Pax is still there, but unable to forgive himself for having so grievously hurt and betrayed a brother. Thus, he embraces the rage and pride that is Megatron and departs, so guilt and shame will not consume his will to live on.
- Optimus's first act as a Prime upon restoring the flow of Energon to the well is to return all the T-Cogs to their rightful owners, fully abolishing the caste system that Sentinel enforced fifty cycles ago. Declaring that freedom and autonomy are the rights of all sentient beings, Optimus henceforth dubs his newfound followers in the former miners Autobots, swearing to protect them from the Quintessons and anyone else that threatens the newfound peace on Cybertron.
- The scene of the miners regaining their cogs, and fully becoming the Ironhide, Jazz, Arcee and others that we know and love and admiring their new features is short but quietly sweet.
- Following Megatron's exile, Optimus is left standing alone among the debris of Iacon for a while before B-127 and Elita-1 join him. With their newfound friendship following the journey to obtain the Matrix, Optimus shows his gratitude by inducting both bots into his inner cadre, where they will eventually become two of his most trusted commanders in the Cybertronian Civil War to come.
- Some Fridge Heartwarming - In spite of the future Cybertronian Civil war, the fact that not one but two future Primes will potentially exist, given the existence of Hot Rod being hinted at by the Iacon 5000's leaderboard. While Optimus Prime may be considered the last of the Primes for now, his successor, Rodimus Prime, will ensure the Primes won’t go extinct and Cybertron will get through the coming darkness. Megatron was wrong; The Age of Primes has not ended.
- D-16's promise to the High Guard that he will personally take down Sentinel.
- He stands up to defy Sentinel, which catches the attention of the capture members.
- When he executes Sentinel in front of them, while played for horror, they start cheering for him. He has finally freed them of the false Prime's tyranny, earning their respect and loyalty. To the point that, while seemingly bitter to the point he'll try to take his position back, Starscream seems to have some level of admiration for him after Sentinel's death.Starscream: All hail Megatron!
