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Shia LaBeouf sebagai Sam Witwicky

Josh Duhamel sebagai Lt. Colonel Tentera Amerika Syarikat William Lennox

John Turturro sebagai Seymour Simmons

Tyrese Gibson sebagai USAF Chief Robert Epps

Rosie Huntington-Whiteley sebagai Carly Spencer

Patrick Dempsey sebagai Dylan Gould

Kevin Dunn sebagai Ron Witwicky

Julie White sebagai Judy Witwicky

John Malkovich sebagai Bruce Brazos

Frances McDormand sebagai Charlotte Mearing

Lester Speight sebagai Hardcore Eddie

Ken Jeong sebagai Jerry Wang

Glenn Morshower sebagai General Morshower

Peter Cullen sebagai Optimus Prime

Leonard Nimoy sebagai Sentinel Prime

Frank Welker sebagai Shockwave & Soundwave

As a preemptive measure, Michael Lucchi and Paramount announced a July 1, 2011 release date in IMAX 3-D for another Transformers film before completion of Revenge of the Fallen. Director Michael Bay responded, "I said I was taking off a year from Transformers. Paramount made a mistake in dating Transformers 3—they asked me on the phone—I said yes to July 1—but for 2012—whoops! Not 2011! That would mean I would have to start prep in September. No way. My brain needs a break from fighting robots."

On October 1, 2009, Bay revealed that Transformers: Dark of the Moon had already gone into pre-production, and its planned release was back to its originally intended date of July 1, 2011, rather than 2012. Filming started in May 2010, with shooting locations including Chicago, Florida, and Moscow. Due to the revived interest in 3-D technology brought in by the success of Avatar, talks between Paramount, Industrial Light & Magic and Bay had considered the possibility of the next Transformers film being filmed in 3-D. Testing has been performed in bringing the technology into Bay's work. Bay was reluctant to film with 3-D cameras since in test he'd found them to be too cumbersome for his filming style, but he didn't want to implement the technology in post production either since he was not pleased with the results.

According to various published sources, Megan Fox's absence from the film was due to Bay ultimately choosing not to renew her role in light of her comparing him and his work ethics to Adolf Hitler, although representatives for the actress said that it was her decision to leave the film franchise. Bay later revealed that Fox's comments comparing him to Hitler particularly angered executive producer Steven Spielberg, which affected Bay's decision to remove her. "I wasn't hurt," Bay stated, "because I know that's just Megan. Megan loves to get a response. And she does it in kind of the wrong way. I'm sorry, Megan. I'm sorry I made you work twelve hours. I'm sorry that I'm making you show up on time. Movies are not always warm and fuzzy." With Fox not reprising her role, Rosie Huntington-Whiteley was chosen to play Sam's new love interest. Ramón Rodríguez was initially planned to be in the film, in a role bigger than the one he had in Revenge of the Fallen, but he was dropped during early production.

In a hidden extra for the Blu-ray version of Revenge of the Fallen, Bay expressed his intention to make Transformers 3 not necessarily larger than Revenge of the Fallen, but instead go deeper into the mythos, give it more character development, and make it darker and more emotional. Shortly after the release of Revenge of the Fallen, Orci said he would like to introduce Unicron "for scale's sake", and Unicron is briefly shown in a secret Transformers 3 preview feature in the Revenge of the Fallen Blu-ray disc. Ultimately the producers decided to forgo a plot involving the planet eating transformer, and no further comments are ever made on the subject. Having been called Transformers 3 up to that point, the film's final title was revealed to be Dark of the Moon in October 2010.

On March 19, 2010, the script was said to be finished, and pre-shoots began on April 7, 2010 in Northwest Indiana, specifically around Gary, which portrayed Ukraine, and Los Angeles. Filming began on May 18. The first six weeks took place in Los Angeles, locations included Sherman Oaks, Fourth Avenue and 5. Main. The next four weeks were spent in Chicago. Locations filmed in Chicago included LaSalle Street, Michigan Avenue, Bacino's of Lincoln Park at 2204 North Lincoln Avenue and around the "Sears Tower". The scenes set in Michigan Ave featured a substantial amount of pyrotechnics and stunt work. Filming in Detroit was planned to take place in August but the Chicago shoot was extended until 1 September. In late September the production moved to Florida, just before the launch of Space Shuttle mission STS-133.

While filming in Washington, the crew shot on the National Mall, Bay stated that there would be a car race on the location. Two further locations announced were the Milwaukee Art Museum and the former Tower Automotive complex on Milwaukee's north side, currently under redevelopment for mixed use as well as the city's equipment yard. Filming was scheduled to take place there after work was done in Chicago. On September 23, filming was done at the former city hall in Detroit, MI. On October 16, work was done at the Johnson Space Center in Texas with intent to shoot a scene set in the late 1960s utilizing extras with period fashion and hairstyles. One day of shooting was also done at the Angkor Wat temple complex in Cambodia. Other planned filming locations included Africa, Moscow, and China. About 70 percent of the film was shot in 3-D, using Arri Alexa and Sony F35 cameras, while other footage was shot in the anamorphic format on 35mm film and converted into 3D in post production. 35mm film was used for scenes filmed in slow motion, and scenes which required higher image quality than the HD digital 3D cameras could provide, such as closeups of faces or shots of the sky. 35mm cameras were also used for scenes where the 3D cameras proved to be too heavy, or were subject to strobing or electrical damage from dust. Filming was officially completed on November 9, 2010.

As with the 2007 film, in which Bay recycled footage from his earlier film Pearl Harbor, Dark of the Moon has been found to contain footage from the Bay's The Island. Dark of the Moon cost a reported $195 million to produce, with the cost of the 3D filming accounting for $30 million of the budget.