Filming began in Los Angeles, California in May 2008. From June 2, three days were spent on an action sequence at the Bethlehem Steel site in Bethlehem, Pennsylvania, which was used to represent a portion of a fictional Chinese city. Afterwards, they shot at the Steven F. Udvar-Hazy Center. The crew moved to Philadelphia on June 9, where they shot at the Exelon plants in Delaware; the University of Pennsylvania; the Eastern State Penitentiary; Fairmount Park; Rittenhouse Square (which represents Paris); and Wanamaker's.[32][33][34] They moved to Princeton University on June 22. Filming there angered some students at the University of Pennsylvania, believing Bay had chosen to reshoot scenes at Princeton, the school's historical rival, and script Princeton's name in the movie. However, neither the University of Pennsylvania nor Princeton gave Bay permission to be named in the film because of a "funny 'mom' scene" that both felt "did not represent the school". Around $5 million was spent during filming in Philadelphia, Bethlehem, and New Jersey.
Bay scheduled a break for filming beginning on June 30, turning his attention to animation and second unit scenes because of the potential 2008 Screen Actors Guild strike. Orci joked "Optimus and company are also the stars, and fortunately for us, they are not part of a union!" Shooting for the Chinese battle later continued in Long Beach, California. The crew shot at Holloman Air Force Base and White Sands Missile Range in New Mexico during September. The two locations were used for Qatar in the first film, and stood in for Egypt in this film. To stage an action scene at White Sands, the buildings built on the sand had explosives rigged inside of them, and six F-16s were flown over the area.
Shooting at Tucson International Airport and the 309th Aerospace Maintenance and Regeneration Group's aircraft boneyard took place in October under the fake working title Prime Directive (a reference to Star Trek). This location was delayed from July. The first unit (including Shia LaBeouf) then shot for a week in Egypt itself, at the Giza pyramid complex and Luxor. For security's sake, the shoot was highly secretive: but according to Lorenzo di Bonaventura, a crew of 150 Americans and "several dozen local Egyptians" ensured a "remarkably smooth" shoot. Filming continued at the Place de la Concorde in Paris, with the second unit taking shots of the Eiffel Tower and the Arc de Triomphe. The cast and crew finished on the aircraft carrier USS John C. Stennis on November 2, 2008.
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