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Transformers: Revenge of the Fallen is a 2009 American science fiction action film, directed by Michael Bay and produced by Steven Spielberg. It is the sequel to Transformers (2007) and the second film in the live action Transformers series. The plot revolves around Sam Witwicky (Shia LaBeouf), the human caught in the war between Autobots and Decepticons, having visions of Cybertronian symbols, getting hunted by the Decepticons under the orders of their long-trapped leader, The Fallen, who seeks revenge on Earth by finding and activating a machine that would provide the Decepticons with an energon source, destroying all life on the planet in the process.

With deadlines jeopardized by possible strikes by the Directors Guild of Americamarker and the Screen Actors Guild, Bay managed to finish the production on time with the help of previsualization and a scriptment by his writers Roberto Orci, Alex Kurtzman, and series newcomer Ehren Kruger. Shooting took place from May to November 2008.

Although Transformers: Revenge of the Fallen received "generally mixed to negative" reviews from film critics it was a box office success, achieving the highest Wednesday opening gross in history, bringing in $62 million in North America and close to $100 million worldwide; this is also the second-highest opening day gross of all time, behind only The Dark Knight's $67.8 million. It is currently the third highest-grossing film of 2009 worldwide (behind Harry Potter and the Half-Blood Prince and Ice Age: Dawn of the Dinosaurs) and the highest-grossing film of 2009 in the United States. In less than a month, the film surpassed the all-time earnings of its predecessor. It was released on DVD and Blu-Ray in USA on October 20, 2009 and on the 30th November 2009 it was released in the UK.


It is revealed that thousands of years ago there was a race of ancient Transformers who scoured the universe looking for energon sources. Known as the Dynasty of Primes, they used machines called Sun Harvesters to drain stars of their energy in order to convert it to energon and power Cybertron's AllSpark. The Primes agreed that life-bearing worlds would be spared, but in 17,000 BC, one brother, thereafter dubbed "The Fallen", constructed a Sun Harvester on Earth. The remaining brothers thus sacrificed their bodies in order to hide the Matrix of Leadership—the key that activates the Sun Harvester—from The Fallen, who swore to seek revenge upon Earth.

In the present day, two years after the events of the previous film, Optimus Prime is seen leading NEST, a military organization consisting of human troops and his own team of Autobots (including newcomers Arcee, Chromia, Elita One, Sideswipe, Jolt, and the twins Skids and Mudflap) aimed at killing the remaining Decepticons on Earth. While on a mission in Shanghai, Optimus and his team destroy Decepticons Sideways and Demolishor, being given a warning by the latter that "The Fallen will rise again". Back in the United States, Sam Witwicky finds a splinter of the destroyed AllSpark, and upon contact the splinter fills his mind with Cybertronian symbols. Deeming it dangerous, Sam gives the AllSpark splinter to his girlfriend Mikaela Banes for safe keeping, and leaves her and Bumblebee behind to go off to college. Upon arrival, Sam meets his college roommate Leo Spitz, who runs an alien conspiracy website, and Alice, a co-ed who makes sexual advances on him. Back home, Decepticon Wheelie tries to steal the shard, only to be captured by Mikaela. After having a mental breakdown, uncontrollably writing in Cybertronian language, Sam calls Mikaela, who immediately leaves to get to him.

Decepticon Soundwave hacks into a US satellite and learns the locations of the dead Decepticon leader Megatron and another piece of the AllSpark. The Decepticons retrieve the shard and use it to resurrect Megatron, who flies into space and is reunited with Starscream and his master, The Fallen in the Nemesis. The Fallen instructs Megatron and Starscream to capture Sam in order to discover the location of the Matrix of Leadership. With Sam's outbreaks worsening, Mikaela arrives at campus just as Alice—revealed to be a Decepticon Pretender—attacks Sam. Mikaela, Sam, and his roommate Leo drive off, destroying Alice, but are seized by Decepticon Grindor. The Decepticon known as "The Doctor" prepares to remove Sam's brain, but Optimus and Bumblebee turn up and rescue him. In an ensuing fight, Optimus engages Megatron, Grindor and Starscream. Optimus manages to kill Grindor and rip off Starscream's arm, but during a momentary distraction while searching for Sam, he was blindsided then impaled through the chest by Megatron and dies. Megatron and Starscream depart as the Autobot team arrives to rescue Sam, unable to save Optimus.

After Prime's death, The Fallen is freed from his captivity and Megatron orders a full-scale assault on the planet. The Fallen speaks to the world and demands they surrender Sam to the Decepticons or they will continue their attack. Sam, Mikaela, Leo, Bumblebee, the twins and Wheelie regroup, and Leo suggests his online rival "RoboWarrior" may be of assistance. "RoboWarrior" is revealed to be former Sector 7 agent Simmons, who informs the group that the symbols should be readable for a Decepticon. Mikaela then releases Wheelie, who can't read the language, but identifying it as that of the Primes, directs the group to a Decepticon seeker named Jetfire. They then find Jetfire at the F.marker Udvar-Hazy Centermarker and reactivate him via the shard of the AllSpark. After teleporting the group to Egyptmarker, Jetfire explains that only a Prime can kill The Fallen, and translates the symbols, which contain a riddle that sets the location of the Matrix of Leadership somewhere in the surrounding desert. By following the clues, the group arrive at the tomb where they ultimately find the Matrix, but it crumbles to dust in Sam's hands. Believing the Matrix can still revive Optimus, Sam collects the dust and instructs Simmons to call Major William Lennox to bring the other Autobots and Optimus' body.

The military arrives with the Autobots, but so do the Decepticons, and a battle arises. During the fight, Decepticon Devastator is formed and unearths the Sun Harvester from inside one of the pyramids before being destroyed by the US military with the help of agent Simmons. Jetfire arrives and destroys Mixmaster, but is mortally wounded by Scorponok. The Air Force carpet bomb the Decepticons, but Megatron breaks through the offensive and kills Sam. In a vision, Sam meets with the other Primes, who tell him that the Matrix of Leadership is not found but earned, which Sam has done. They acknowledge Sam's devotion to Optimus, the last descendent of the Primes, and instruct Sam to merge the Matrix with Optimus' spark before bringing him back to life. The Matrix is reassembled from the dust, and Sam uses it to revive Optimus. The Fallen arrives and overpower the autobot team before stealing the Matrix and activating the Sun Harvester unearthed by the Decepticon Devastator. In his final moments, Jetfire volunteers his parts and spark to Optimus. With enhanced capabilities, Optimus destroys the Sun Harvester and takes on Megatron and The Fallen, killing the latter. Sam then finally reciprocates Mikaela's love as Megatron and Starscream retreat and vow that their fight is not finished.

The film ends with Optimus sending a message into space saying that the humans and Transformers both share a common past.

During the end credits, Sam returns to college.

Cast and characters


  • Shia LaBeouf plays Sam Witwicky, the teenager who killed Megatron. In this film, Sam is trying to get some personal development, and have a normal life, getting over his world-savior status, and out of the overprotection from his parents and Bumblebee. He attends an East Coast college to learn astronomy. During his time there, Sam starts having mental flashes about Cybertronian symbols that turn out to be the key to finding a source of energon on Earth, so now the Decepticons are after him to get that information. On July 27, 2008, LaBeouf was involved in a car crash, with fellow actress Isabel Lucas, and had to undergo hand surgery. The character getting burned in the story was an unrelated decision. LaBeouf said production was only delayed by two days after his accident because Bay made up for it by filming second unit scenes, and he recovered from the accident a few weeks earlier than expected, allowing him to return to the set. Bay had the hand injury written into the story, and Orci said on-set rewrites were done to protect his hand for the remainder of the shoot. Towards the end of filming LaBeouf also injured his eye when he hit a prop, which required seven stitches. He resumed filming two hours later, and the injury is noticeable in certain scenes in the finished movie.
  • Megan Fox plays Mikaela Banes, Sam's girlfriend, who cannot afford to attend college with him. She works alongside her father, Cal, at a motorcycle repair shop. Fox cannot ride bikes in reality and had to have someone push her vehicle around as she rode on them. Fox had lost a lot of weight for her role in Jennifer's Body, and had to gain ten pounds within two weeks. She explained "Michael doesn't like skinny girls."
  • Josh Duhamel plays Major William Lennox, a U.S. Army Ranger and ally of the Autobots. Since the 2007 film Lennox has become part of NEST, an international taskforce battling Decepticons with the Autobots.
  • Tyrese Gibson plays Robert Epps, a U.S. Air Force Combat Controller and a member of NEST. He has been promoted to the rank of Chief Master Sergeant. He was given different first names in merchandise, like Ray Epps in The Last Prime storybook, and Julius Epps in The Movie Universe book.
  • Ramón Rodríguez plays Leo Spitz, Sam's college roommate who owns a website on conspiracy theories. He accompanies Sam and Mikaela all the way to Egypt. Rodríguez endured 100 mph winds created by fans while filming in Egypt, which resulted in him dislocating his shoulder and having to spend 45 minutes having his eyes flushed of sand. At some point, the character was supposed to be called "Chuck" and Jonah Hill was considered for the role.
  • John Turturro plays Seymour Simmons, former agent of the terminated Sector 7 unit, which monitored Transformer activity on Earth. He is now off-duty, working in his mother's deli restaurant when Sam enlists his aid. He joins Sam's group and calls for the destruction of Devastator during the battle in front of the Sun Harvester.
  • Kevin Dunn and Julie White play Ron and Judy Witwicky, Sam's parents, who learned the truth about the Transformers while off-screen in the last film.
  • John Benjamin Hickey plays Theodore Galloway, the American National Security Advisor who believes the Autobots' presence on Earth is the reason for the Decepticons still remaining on the planet.
  • Glenn Morshower plays General Morshower, N.E.S.T.'s leader, who communicates with the squad in the Pentagon. Having cameoed in the 2007 film's opening action sequence as a marine killed by Blackout, he now returns playing a character named after himself.
  • Matthew Marsden plays Graham, an agent of the fictional SASF, and a member of the United Kingdom Special Forces who joins NEST. Marsden grew up reading the comics and loved the 2007 film. Bay was impressed with his audition and decided to increase the character's screentime.
  • Rainn Wilson plays Professor R. A. Colan, Sam's sleazy college lecturer. Bay based the character on one of his professors at Wesleyan Universitymarker, who was rumored to be chatting up his female students.
Amaury Nolasco was approached by Bay to reprise his character as Jorge "Fig" Figueroa, but he ultimately declined due to scheduling conflicts.


  • Peter Cullen voices Optimus Prime, the Autobot leader. He retains his alternate mode of a blue Peterbilt truck with red flame decals. Conceptual essays were made in an attempt to use his classic trailer for his powerup mode, but this was ultimately dropped in favor of the incorporation of Jetfire's parts. Cullen recorded a voiceover for the opening scene in August 2008, but began the majority of voice work in November. Originally, a cameo was written for Cullen, but it was not included in the final cut of the film.
  • Bumblebee, the Autobot who befriended Sam and disguises himself as his fifth-generation Chevrolet Camaro. Despite being repaired at the end of the 2007 film, Bumblebee's voice is malfunctioning again, so he still uses radio soundbites to communicate. It is explained in the companion comic series that Starscream damaged them again in a fight after they were repaired. Mark Ryan reportedly reprised his role as the voice actor for Bumblebee, but ultimately no spoken lines by the character were included in the finished film. Ryan also continued his role as stand-in for the robots on set. The filmmakers updated Bumblebee's previous appearance as the 2006 Camaro Concept based on the Super Sport version of the 2010 production model. Ed Welburn, vice president of GM Global Design, said the redesigned car emphasized Bumblebee as becoming stronger after having his severed legs reattached in the 2007 film, with the new intakes and spoilers showing him as a sturdier character.
  • Mark Ryan voices Jetfire, a Seeker and former Decepticon who transforms into a SR-71 Blackbird. His wounds and age have made him choose to become an Autobot. The writers wanted a geriatric robot, and during scripting they gave Jetfire that personality. He creaks, does not transform well, and is said to be running out of energon. Also, he walks with a cane, which doubles as a battle axe.
  • Reno Wilson and Tom Kenny voice Mudflap and Skids, also known as the twins. These Autobot infiltrators transform respectively into a red Chevrolet Trax and green Chevrolet Beat. Mudflap is very hyperactive, while Skids believes himself to be the smarter of the two and tries to come across as mature, but nevertheless appears unable to keep quiet. Skids and Mudflap share an almost psychic link which enables them to coordinate their attacks in battle, when they are not bickering among themselves. Bay compared the message of the bumbling but heroic characters to the story The Little Engine That Could. He chose the Beat and Trax for the Autobot twins because he thought those two small cars looked good together. Ed Welburn added when they had designed the cars before Bay selected them, the "character" they wanted to bring to the concepts was a sense that small cars could be as cool as large ones. The twins have the ability to combine. They start the film by combining into a pink and white ice cream van, and although it was dropped at some point during production, it was initially said that they would have the ability combine to form a bigger robot. Wilson previously voiced Frenzy in the 2007 film.
  • Jess Harnell voices Ironhide, the Autobot weapons specialist who transforms into a GMC Topkick.
  • Robert Foxworth voices Ratchet, the Autobot medic who transforms into a search and rescue Hummer H2.
  • Grey DeLisle voices two of the sisters, three female Transformers that transform into motorcycles. Although this was dropped from the film, the three bikes were once meant to be driven by a single consciousness and able to combine into a single robot. This ability can still be seen in the film's novelization. Although given individual names in the official toy line, the sisters are collectively addressed as "Arcee" in the movie, and DeLisle is simply credited as voicing "Arcee".

    The three sisters are:
All three motorcycles feature customizations performed by custom sportsbike builder retroSBK.

Arcee was initially meant to appear in the 2007 film as a robot that transformed from a single bike, but was ultimately dropped from it due to concerns of her being too small compared to the other bots, and the fact that the writers felt there was not enough time to explain her gender, despite her and several other female Transformers appearing in the 2007 film's toy line and tie-in comics. Whether to explain robotic gender or not was something the writers were unsure about, and it remained undecided until post-production, with the issue eventually remaining unaddressed in the finished film. Arcee rider holograms are played by Erin Naas.
  • André Sogliuzzo voices Sideswipe, a silver Chevrolet Corvette Stingray Concept. His arms sport detachable sword-like blades, and having wheels for feet, he moves around skating, similarly to the way Bonecrusher did in the 2007 film. For his development, its creators were inspired by roller derby players. Sideswipe was originally scripted to be a Lamborghini as he was in G1, but Bay ultimately decided to change him into the Stingray.
  • Jolt, a blue Chevrolet Volt armed with a pair of electric whips, befitting his electric car alternate mode. He was a last-minute addition to the cast as General Motors, the film's car supplier, wanted to promote the Volt. The writers had already wanted to include the car in the script before the Writers Guild strike, so they had to work out a character that would fit well within the Autobot team afterwards and convince Bay to approve the addition. Welburn was pleased the Volt's character was christened Jolt by the filmmakers, as it reflected that car's design "character".
  • Michael York, Kevin Michael Richardson and Robin Atkin Downes voice three members of The Dynasty of Primes, the seven original Transformers, a group of which The Fallen was once a member.


  • Hugo Weaving voices Megatron, the Decepticon leader. Despite Michael Bay's initial claims of him not returning after he was killed and thrown into the Laurentian Abyss in the 2007 film, Megatron is resurrected by the Decepticons with an AllSpark shard as a Cybertronian winged tank, although in some adaptations of the film he can also change into 2007's Cybertronian jet mode, making him a Triple Changer. He has become stronger as a result of absorbing the AllSpark that originally killed him. When reviving the character, the writers chose not to rename him Galvatron so as to not confuse the general audience.
  • Tony Todd voices The Fallen, one of the Dynasty of Primes and Megatron's master. Although in the movie he is initially shown to be in the Nemesis in some kind of stasis for an unexplained reason, the prequel novels for the movie say The Fallen was imprisoned in another dimension thousands of years ago by his brethren as a punishment for his betrayal. During this time, he was able to communicate with the Decepticons via an interdimensional window, and it was the image of his face, seen through this window, that served as inspiration for the Decepticon insignia. He is capable of opening Space Bridges at will. Lorenzo di Bonaventura compared The Fallen to Judas Iscariot. Although he does not transform in the film, his toy versions transform into a Cybertronian "destroyer" aircraft. The writers selected The Fallen after looking through various cartoons and comics for new characters, because he was the most "elemental" villain. At some point, Leonard Nimoy and Frank Welker were considered for voicing the Fallen.
  • Charlie Adler voices Starscream, the air commander who transforms into an F-22 Raptor. He flew into space at the end of the previous film, and returns bearing Cybertronian symbols on his body and commanding a new Decepticon army. Orci explained that it was their intention to let Starscream have more dialogue than in the 2007 film, and that dialogue additions during post-production edged Starscream closer towards his 1980s incarnation.
  • Frank Welker voices Soundwave, Megatron's Communications Specialist. In the movie he doesn't adopt any robot or vehicle modes and is only seen in what the toy line calls "satellite mode", which he uses to attach himself to a military satellite to coordinate the Decepticons' movements around the world. His toy version, however, apart from this mode, has a proper robot mode and transforms into a Cybertronian craft. The concept artists also designed an Earth form of a Chevrolet Silverado for him to upgrade into, which Orci stated was dropped. The filmmakers had tried to work Soundwave into the 2007 film twice, and these roles eventually evolved into Blackout and Frenzy. The latter character was particularly thought to be too different from the original.
    • Ravage, a minion of Soundwave that resembles a large one-eyed puma. Early in production, he was meant to adopt a fish-like form right after he first falls into the ocean, but this didn't make it into the finished movie.
      • Frank Welker voices Reedman, a one-eyed razor-thin robot. Reedman appears when at a certain point in the movie, Ravage is seen deploying a load of marble-sized "microcons" that adopt an intermediate bug-like robot form, and end up grouping together to form Reedman. Reedman's extremely thin frame serves him as his main ability, by making him virtually invisible as long as he's facing directly at his enemy.
      • John Di Crosta voices The Doctor (known as Scalpel in the toy line), a small spider-like robot who turns into a microscope. He is a medic and scientist equipped with tools he is seen using to extract information from Sam's brain. The packaging of his Scout-Class figure details he is skilled in dissecting and rebuilding almost any living organism.
  • Isabel Lucas plays Alice, a Pretender. Though not covered in the film, the novelization and comic adaptation explain her adopted earth mode as her duplicating the appearance of a theme park animatronic figure of Alice in Wonderland.

  • Tom Kenny also voices Wheelie, a blue radio-controlled toy monster truck. Wheelie initially serves the Decepticons just because he is scared by them, but during the film, upon learning that Jetfire had switched sides, he allegedly chooses to do so himself. He is called "Wheels" in the film novel.

  • Grindor, a robot transforming into a CH-53E Super Stallion helicopter. Both his vehicle and robot mode are greatly similar to Blackout's from the 2007 film, being the main differences a lighter coloring, different head model, and the Super Stallion being missing the nose radar bulb seen in Blackout's Pave Low. When asked, movie writer Roberto Orci, said he was not sure whether it was Blackout or Grindor, or whether they were supposed to be the same character or not.[521014]
  • The Constructicons, a Decepticon sub-faction of robots that transform into construction vehicles.
    • Calvin Wimmer voices Demolishor, who transforms into a white and red Terexmarker O&K RH 400 hydraulic mining excavator. In robot mode, his treads turn into huge wheels, enabling him to roll either on the two of them, or only on the front one, with the rear one lifted behind his head. During production, the film writers simply called him "Wheelbot", and he is erroneously listed by that name in the film's credits. Also, he is referred to as "Demolisher" in the film novel.
    • Mixmaster, who transforms into a black and silver Mack concrete mixer truck. He is briefly seen to have a third "battle mode" which appears to be a gun emplacement. According to his toy bio, he is an expert in chemistry and explosives who makes explosives and poisons for the other Decepticons' weapons. Some of the concept art shows him as a McNeilus mixer truck.
    • Long Haul, whose alternative mode is a green Caterpillar 773B dump truck. Long Haul's robot mode was designed by freelance artist Josh Nizzi as fan art of the original character, by the time Revenge of the Fallen had just been greenlit. The fan art impressed Bay enough to hire him on to the film. Although in the movie Long Haul's alt mode is a Caterpillar 773B, a relatively small truck, Nizzi had originally meant Long Haul to be a Caterpillar 797, one of the largest dump trucks in the world.
    • Kevin Michael Richardson also voices Rampage, who transforms into a red Caterpillar D9L bulldozer. His robot mode resembles an upright-standing snake with his treads coming out of his hands, which he uses as whips. In the toy line, this mode is called "jackhammer mode", with his actual robot mode resembling a centaur with four spider-like legs. He was originally intended to be yellow, but was later changed to be red, to improve the clarity of his fight with Bumblebee. Due to the fact that he moves around by jumping, during production he was known as "Skipjack", and is erroneously listed by that name in the film's credits.
    • Scrapper, a robot that turns into a yellow Caterpillar 992G scoop loader. He is seen to be able to use one of his arms as a chain mace similar to the one seen in Megatron in the 2007 movie.
    • Frank Welker also provided vocal effects for Devastator, a tall (hunched over) massive robot formed by several combining construction vehicles, who walks in a four-legged fashion resembling a gorilla. He is physically unable to stand upright, but would be to tall if he did. His jaws can open up to form some sort of suction vortex, and he seems to have grappling hooks he is seen using to climb a pyramid. In the 2007 film, the name "Devastator" was mistakenly given to Brawl, a tank.

      Although Devastator was originally conceived to be made up of the other Constructicons (which is also reflected in the toy line) in the film Devastator was made to be independent from them, and his components are never seen to adopt any individual robot modes. As a result of this change, Overload was dropped as a robot, only his once-intended vehicle mode being seen in the movie. Also, attempts were made to give Hightower a robot mode, but they were dropped early on. Both Overload and Hightower's robot modes made it into toy forms in Takara Tomy's EZ Collection DX Devastator.

      The vehicles that make up Devastator are:
      • A black and silver Mack concrete mixer truck forms the head. Called Mixmaster in the toy line.
      • A red Terexmarker O&K RH 400 hydraulic mining excavator forms the torso. Called Scavenger in the toy line.
      • A yellow Caterpillar 992G scoop loader forms the right arm. Called Scrapper in the toy line.
      • A yellow Kobelco CK2500 crawler crane forms the left arm. Called Hightower in the toy line.
      • A yellow track loader bearing model M930, first seen in the freighter where the Constructicons first land, forms the left hand.
      • A red Caterpillar 773B end dump truck forms the rear torso. At some point it was planned to be a Komatsu HD465-7 articulated dump truck. Called Overload in the toy line.
      • A green Caterpillar 773B dump truck forms the right leg. Called Long Haul in the toy line.
      • A yellow Caterpillar D9L bulldozer forms the left leg. Called Rampage in the toy line.
    • An unnamed Constructicon turning into a yellow Volvo EC700C crawler excavator with a Stanley UP 45SV universal processor attachment, seen only briefly in vehicle mode in the freighter when the Constructicons first arrive.
    • An unnamed Constructicon (referred to as "the little one") on the retrieval mission to recover Megatron that is then slain by the others in order to provide parts so that the Doctor may repair Megatron.
  • Sideways, a silver Audi R8 hiding with Demolishor in Shanghai, China until he is discovered by the Autobots.
  • Scorponok, a giant robotic scorpion. After the events of the 2007 film, it appears that Scorponok hid in the desert and repaired his tail.

  • A Decepticon who resembles Bonecrusher is also seen during the battle in Egypt. However, he is unnamed in the film and it is unclear if this is intended to be Bonecrusher.
  • The film features other minor robots, including unnamed Decepticons with no earth modes, Insecticons, and some kitchen appliances from Sam's kitchen brought to life by the AllSpark shard. Among these kitchen bots, is a pyromaniac toaster bot, named Ejector in the toy line, who had also appeared unnamed in Mountain Dew commercials tying in to the 2007 Transformers film. Also Frenzy's reconstructed head is seen in the basement of Seymour Simmons' mother's deli.



In September 2007, Paramount announced a late June 2009 release date for the sequel to Transformers. A major hurdle that was overcome during the film's production was the 2007–2008 Writers Guild of America strike, as well as possible strikes by the Directors Guild of Americamarker and the Screen Actors Guild.Bay began creating animatics of action sequences featuring characters rejected for the 2007 film. This would allow animators to complete sequences if the Directors Guild of Americamarker went on strike in July 2008, which ultimately did not happen. The director considered making a small project in between Transformers and its sequel, but knew "you have your baby and you don't want someone else to take it". The film was given a $200 million budget, which was $50 million more than the 2007 film, and some of the action scenes rejected for the original were written into the sequel, such as the way Optimus is reintroduced in this film. Lorenzo di Bonaventura said the studio proposed filming two sequels simultaneously, but he and Bay concurred that was not the right direction for the series.

Writers Roberto Orci and Alex Kurtzman originally passed on the sequel because of a busy schedule. The studio began courting other writers in May 2007, but as they were unimpressed with their pitches, they convinced Orci and Kurtzman to return. The studio also signed on Ehren Kruger, as he impressed Bay and Hasbro president Brian Goldner with his knowledge of the Transformers mythology, and because he was friends with Orci and Kurtzman. The writing trio were paid $8 million. Screenwriting was interrupted by the 2007–2008 Writers Guild of America strike, but to avoid production delays the writers spent two weeks writing a treatment, which they handed in the night before the strike began, and Bay expanded the outline into a sixty-page scriptment, fleshing out the action, adding more jokes, as well as selecting the majority of new characters. The three writers spent four months finishing the screenplay while "locked" in two hotel rooms by Bay: Kruger wrote in his own room and the trio would check on each others' work twice a day.

Orci described the film's theme as "being away from home", with the Autobots contemplating living on Earth as they cannot restore Cybertron, while Sam goes to college. He wanted the focus between the robots and humans "much more evenly balanced", "the stakes [to] be higher", and more focused on the science fiction elements. Lorenzo di Bonaventura said that in total, there are around forty robots in the film, while ILM's Scott Farrar has said there are actually sixty. Orci added he wanted to "modulate" the humor more, and felt he managed the more "outrageous" jokes by balancing it with a more serious plot approach to the Transformers' mythology. Bay concurred that he wanted to please fans by making the tone darker, and that "moms will think its safe enough to bring the kids back out to the movies" despite his trademark sense of humor. Kurtzman created the film's title. The filmmakers considered incorporating the comics' character of G. B. Blackrock, but Bay considered the name too cartoonish.

Before Transformers was released, producer Tom DeSanto had "a very cool idea" to introduce the Dinobots, while Bay was interested in an aircraft carrier, which was dropped from the 2007 film. Orci claimed they did not incorporate these characters into Revenge of the Fallen because they could not think of a way to justify the Dinobots' choice of form, and were unable to fit in the aircraft carrier. Orci also admitted he was also dismissive of the Dinobots because he does not like dinosaurs. "I recognize I am weird in that department", he said, but he became fonder of them during filming because of their popularity with fans. He added "I couldn't see why a Transformer would feel the need to disguise himself in front of a bunch of lizards. Movie-wise, I mean. Once the general audience is fully on board with the whole thing, maybe Dinobots in the future." However, upon being asked on the subject, Michael Bay said he hated the Dinobots and they had never been in consideration for being featured in the movies.

During production, Bay attempted to create a misinformation campaign to increase debate over what Transformers would be appearing in the film, as well as to try to throw fans off from the story of the film. However, Orci confessed it had generally not been working. The studio went as far as to censor MTV and Comic Book Resources interviews with Mowry and Furman, who confirmed Arcee and The Fallen would be in the picture. Bay told Empire that Megatron would not be resurrected, claiming his new tank form was a toy-only character, only for Orci to confirm Megatron would return in the film in February 2009. Bay also claimed he faked leaked daily call sheets from the first week of filming, that revealed Ramón Rodríguez's casting, and the appearance of Jetfire and the twins.


Filming began in Los Angeles, Californiamarker, in May 2008. The former Hughes Aircraft soundstages at Playa Vistamarker served for filming the majority of interior scenes. From June 2, three days were spent on an action sequence at the Bethlehem Steel site in Bethlehem, Pennsylvaniamarker, which was used to represent a portion of Shanghai. Afterwards, they shot at the Steven F.marker Udvar-Hazy Centermarker. The crew moved to Philadelphiamarker on June 9, where they shot at the defunct PECO Richmond power station, the University of Pennsylvaniamarker, Drexel Universitymarker, the Eastern State Penitentiarymarker, Fairmount Parkmarker, Philadelphia City Hallmarker, Rittenhouse Squaremarker, and historic Chancellor Street (which represents a street near Place de la Concordemarker in Parismarker), and Wanamaker'smarker. They moved to Princeton Universitymarker on June 22. Filming there angered some students at the University of Pennsylvania, believing Bay had chosen to reshoot scenes at Princeton and script Princeton's name in the film. 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" in which Sam's mother ingests Marijuana-laced brownies for comedic effect.

Three days of filming were spent in Egypt.
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. Shooting for the Shanghai battle later continued in Long Beach, Californiamarker. The crew shot at Holloman Air Force Basemarker and White Sands Missile Rangemarker in New Mexicomarker during September. The two locations were used for Qatarmarker in the 2007 film, and stood in for Egyptmarker in this film. A scale model in Los Angeles was also used for some close-ups of the pyramids. Shooting at Tucson International Airportmarker and the 309th Aerospace Maintenance and Regeneration Groupmarker'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. Filming also took place at Camp Pendletonmarker and Davis-Monthan Air Force Basemarker.

The first unit (including Shia LaBeouf) then shot for three days in Egypt itself, at the Giza pyramid complexmarker and Luxormarker. 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. Bay earned the Egyptian government's approval to film at the pyramids by contacting Zahi Hawass, who Bay recalled "put his arm around me and said, 'Don't hurt my pyramids. A fifty foot tall camera crane was used at the location. Four days were then spent in Jordanmarker; the Royal Jordanian Air Force aided in filming at Petramarker, Wadi Rummarker and Saltmarker because one of the country's princes liked the 2007 film. Filming continued at the Place de la Concordemarker in Paris, with second unit shots of the Eiffel Towermarker and the Arc de Triomphemarker. The cast and crew finished on the aircraft carrier USS John C. Stennis on November 2, 2008.

Bay stated he found the climax of the 2007 film to be weak, partly because it was shot across five different city blocks, making the action confusing and hard to follow. On this film, the final battle in Egypt was devised to make it easier to see what was going on.


Starscream confronts Sam.
On his audio commentary for the 2007 film, Michael Bay said he wanted more close-ups of robots for the sequel.
Hasbro became more involved in the designs of the robots than in the 2007 film, and they and Takara Tomy suggested to the filmmakers that combining robots be the main draw for the sequel. They insisted on keeping the alternate modes of some of the returning characters similar, so people would not have to buy toys of the same characters. Bay used real F-16 Fighting Falcon and tank fire when filming the battles. Many of the new Autobot cars supplied by General Motors were brightly colored to look distinctive on screen.

Scott Farrar returned as visual effects supervisor and anticipated moodier use of lighting as well as deeper roles for the Decepticons. He stated that with the bigger deadline, post-production will be a "circus". The producers expected that with a bigger budget and the special effects worked out, the Transformers would have a larger role. Peter Cullen recalled, "Don Murphy mentioned to me, 'Only because of the tremendous expense to animate Optimus Prime, he'll be in just a certain amount of [the 2007 film].' But he said, 'Next time, if the movie is a success, you're gonna be in it a ton.'" Michael Bay hoped to include more close-ups of the robots' faces. Farrar said the animators implemented more "splashes and the hits and the fighting on dirt or moving, banging into trees, [...] things splinter and break, they [the robots] spit, they outgas, they sweat, they snort." Shooting in the higher resolution of IMAX required up to 72 hours to render a single frame of animation. While ILM used 15 terabytes for the 2007 film, on the sequel they used 140.

Orci hinted the majority of the Decepticons were entirely computer-generated in both robot and alternate modes, making it easier to write additional scenes for them in post-production.


The score to Transformers: Revenge of the Fallen was composed by Steve Jablonsky, who reunited with director Michael Bay to record his score with a 71-piece ensemble of the Hollywood Studio Symphony at the Sony Scoring Stage.

Jablonsky and his score producer Hans Zimmer composed various interpretations of a song by Linkin Park called "New Divide" for the score.

Release and marketing

Transformers: Revenge of the Fallen was premiered on June 8, 2009, in Tokyo, Japan. After its UK release on June 19, 2009, it was released in regular and IMAX theaters in North America on June 24 (though some theaters held limited-access advance screenings on June 22). Three of the action sequences were shot with IMAX cameras, and the IMAX release received additional scenes not seen in the regular theater version featuring robot fighting sequences. Although in an August 2008 posting Orci suggested that the IMAX footage would be 3D, Bay later said that considering himself an "old school" filmmaker, he found 3D gimmicky. He also added that shooting in IMAX was easier than using stereoscopic cameras.

An additional $150 million was spent to globally market the film. Hasbro's Revenge of the Fallen toy line included new molds of new and returning characters, as well as 2007 figures with new mold elements or new paint schemes. The first wave was released on May 30, although Bumblebee and Soundwave debuted beforehand. The second wave came in August 2009, which introduces toys such as 2 1/4-inch human action figures that fit inside the transforming robots, and non-transforming replicas of the cars which can be used on a race track.The third wave is coming in November, and the next five waves after that will come in 2010. Product placement partners on the film include Burger King, 7-Eleven, LG phones, Kmart, Wal-Martmarker, YouTube, Nike, Inc.marker and M&M's, as well as Jollibee in the Philippinesmarker. General Motors' financial troubles limited its involvement in promotion of the sequel, although Paramount acknowledged with or without GM, their marketing campaign was still very large and had the foundation of the 2007 film's success. Kyle Busch drove a Revenge of the Fallen/M&M's decoed car at Infineon Racewaymarker on June 21, 2009, while Josh Duhamel drove a 2010 Camaro at the Indianapolis 500marker. At the movie's launch in China, a version of Bumblebee was constructed using a Volkswagen Jetta.

Printed media

Chris Mowry and artist Alex Milne, who had collaborated on The Reign of Starscream comic book, reunited for IDW Publishing's prequel to the film. Originally set to be a five part series entitled Destiny, it was split into two simultaneously published series, titled Alliance and Defiance. Alliance is drawn by Milne and began in December 2008: it focuses on the human and Autobot perspectives. Defiance, which started the following month, is drawn by Dan Khanna and is set before either film, showing the beginnings of the war.

After the 2007 film, and serving as a bridge between the two films, Alan Dean Foster wrote Transformers: The Veiled Threat, originally titled Infiltration. During the writing, Foster collaborated with IDW to make sure their stories didn't contradict each other.

The first printed media directly related to the second film was a 32-page coloring and activity book by publisher HarperCollins (ISBN ), which became available on May 5, 2009 and was the first official source to openly give out key plot points to the film.

On June 1, 2009 DK Publishing published a 96-page book entitled Transformers: The Movie Universe (ISBN ), which intended to provide factual data on the characters of the film. This data, however, has been deemed to contain numerous factual errors and discrepancies with the film itself.

On June 10, 2009 the comic book adaptation of the film (ISBN ), written by Simon Furman was released.

Additionally, Alan Dean Foster also wrote the novelization for the film (ISBN ).

Meanwhile, Dan Jolley wrote Transformers: Revenge of The Fallen: The Junior Novel (ISBN ), a 144-page book oriented at a younger audience than the one by Foster.

Lastly, a book titled Transformers: The Art of the Movies (ISBN ), was released, documenting behind-the scenes aspects of the making of the film.

Other minor tie-in publications include Transformers Revenge of the Fallen: The Last Prime (ISBN ), Transformers: Revenge of The Fallen: The Reusable Sticker Book (ISBN ), Transformers: Revenge of the Fallen: Made You Look! (ISBN , Transformers: Revenge of The Fallen: Rise of the Decepticons (ISBN ), Transformers: Revenge of The Fallen: Spot the 'Bots (ISBN ), Transformers: Revenge of the Fallen Mix and Match (ISBN ), Operation Autobot (ISBN ), When Robots Attack (ISBN ) and Transformers: Revenge of the Fallen 2010 Wall Calendar (ISBN ).

Video game

Revenge of the Fallen has had five videogame versions released:
  • PlayStation 3 and Xbox 360 version (Developed by Luxoflux and published by Activision)
  • Games for Windows version (Developed by Beenox), which is similar to the PS3 and Xbox 360 version
  • Wii and PlayStation 2 version (Developed by Krome Studios)
  • PlayStation Portable version (Developed by Savage Entertainment)
  • Nintendo DS version (Developed by Vicarious Visions), which is separated into two games, namely Autobots and Decepticons

Home media

Revenge of the Fallen became available on October 20, 2009, in two-disc Blu-ray and DVD editions, as well as a single-disc DVD version. It was voted the most anticipated home release of 2009. Michael Bay has revealed that the Blu-ray release of the film, being produced by Charlie de Lauzirika, will feature variable aspect ratio for the scenes shot in IMAX format. A special IMAX edition is available exclusively at Walmartmarker.Home versions include over three hours of bonus content, and several interactive features, one of them being called "The AllSpark Experiment", which reveals Michael Bay's plans for a third movie in the series. At Target, the DVD and Blu-ray versions will include a transformable Bumblebee case to hold the discs. Also, the two-disc editions of the movie, both in DVD and Blu-ray, will be the first movie ever to feature Paramount's feature called augmented reality, which allows the user to handle a 3D model of Optimus Prime in a computer's screen by moving the movie's package in front of a webcam. First week sales of the DVD reached 7.5 million copies, and the Blu-ray version of the film became the best selling Blu-ray movie of 2009, selling 1.2 million units in its first week.



The film received "generally mixed to negative" reviews from film critics. Based on 227 reviews collected by Rotten Tomatoes, Revenge of the Fallen received an average 19% overall approval rating. By comparison, Metacritic calculated an average score of 35 out of 100 from the 32 reviews it collected. In contrast to the negative critical reception, audience reaction was mostly positive. However CinemaScore polls reported that on a scale of A+ to F, the average grade cinemagoers gave the film was "B+", as opposed to the "A" that the original film had scored.

The Houston Chronicle called it "A well-oiled, loudly revving summer action vehicle that does all that’s required, and then some." Jordan Mintzer from Variety said Transformers: Revenge of the Fallen takes the franchise to a vastly superior level of artificial intelligence. ' Entertainment Weekly said "Revenge of the Fallen may be a massive overdose of popcorn greased with motor oil. But it knows how to feed your inner 10-year-old's appetite for destruction." According to The Washington Post, Transformers: Revenge of the Fallen is Bay's worst-reviewed film, faring even lower than Pearl Harbor. Ray Bennett of The Hollywood Reporter commented in his review that "for the uninitiated, it's loud, tedious, and at 147 minutes, way too long." Roger Ebert, who had given the 2007 film three stars, gave Revenge of the Fallen only one star, calling it "...a horrible experience of unbearable length." He later wrote in his blog about the film, saying "The day will come when Transformers: Revenge of the Fallen will be studied in film classes and shown at cult film festivals. It will be seen, in retrospect, as marking the end of an era. Of course there will be many more CGI-based action epics, but never again one this bloated, excessive, incomprehensible, long (149 minutes) or expensive ($190 million)." Rolling Stone critic Peter Travers did not give the film any stars considering that "Transformers 2 has a shot at the title Worst Movie of the Decade." The A.V. Club gave the film a C-.

There has also been considerable negative reaction to the characters Mudflap and Skids, who are alleged to embody racist stereotypes. Manohla Dargis of The New York Times said that "the characters [...] indicate that minstrelsy remains as much in fashion in Hollywood as when, well, Jar Jar Binks was set loose by George Lucas." Critic Scott Mendelson said, "To say that these two are the most astonishingly racist caricatures that I've ever seen in a mainstream motion picture would be an understatement." Harry Knowles, founder of Ain't It Cool News, went further, asking his readers "not to support this film" because "you'll be taking [your children] to see a film with the lowest forms of humor, stereotypes and racism around." Director Bay has attempted to defend the film as "good clean fun" and insisted that "We're just putting more personality in." Roberto Orci and Alex Kurtzman responded to the controversy with "It’s really hard for us to sit here and try to justify it. I think that would be very foolish, and if someone wants to be offended by it, it’s their right. We were very surprised when we saw it, too, and it’s a choice that was made. If anything, it just shows you that we don’t control every aspect of the movie."

Box office

Despite the mostly mixed to negative critical reception, the film yielded an impressive turnout, as indicated by its box office figures.Revenge of the Fallen grossed $16 million on its midnight premiere, at the time, the most ever for a Wednesday midnight debut. The film proceeded to achieve the biggest Wednesday opening in history, bringing in $62 million in total receipts on its first day, additionally ranking it as the second-biggest opening day of all-time behind The Dark Knight. The film grossed $108.9 million on its first weekend, making it the biggest weekend gross of 2009 and the seventh-largest in history, and brought in $200 million in its first five days, putting it in second place behind the The Dark Knight's $203.7 million for all-time biggest five-day opening.

Revenge of the Fallen remained #1 at the box office for two weeks straight, by a close margin. Initial studio estimates showed a tie between it and that weekend's new release Ice Age: Dawn of the Dinosaurs, but the actuals showed Revenge of the Fallen taking the #1 spot yet again with $42,320,877. Also, it was the first film of 2009 to reach the $300 million mark domestically.

By July 20, 2009, less than a month after being released, Revenge of the Fallen had surpassed the all-time earnings of the 2007 Transformers movie. Also, on July 27, a month after its release, the movie reached $379.2 million in the US, which brings it into the top 10 highest-grossing movies ever in that country as of August 2009. Transformers: Revenge of the Fallen is also the highest-grossing film of all time in Chinamarker.

As of October 13, 2009, the film is reported to have grossed approximately $402,095,833 in the United States, along with an estimated $430,635,467 from foreign countries that totals up to approximately $832,747,337 worldwide, making it the third-highest grossing film of 2009, behind only Harry Potter and the Half-Blood Prince and Ice Age: Dawn of the Dinosaurs. It is also the first movie to reach the $400 million mark in 2009.


As a preemptive measure, Paramount and Dreamworks announced a July 1, 2011 release date for a third Transformers film before completion of Revenge of the Fallen. 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 4—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." As in Revenge of the Fallen, Orci refused to guarantee whether he and Kurtzman would return to a sequel, because "we risk getting stale". Orci has mentioned he would like to introduce Unicron "for scale's sake". The co-writer also said focusing on more Triple Changers would be interesting.

On October 1, 2009, Michael Bay revealed that Transformers 3 had already gone into pre-production, and its planned release was back to its original date of July 1, 2011 instead of 2012. Also Ehren Kruger was said to be again involved in the writing, and Shia LeBeouf and Megan Fox to reprise their roles as Sam and Mikaela respectively. Roberto Orci and Alex Kurtzman, having written the first two movies, will not return for the third installment in the series.

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. The video also shows images of Unicron.

See also


  1. Deconstructing Visual Bayhem Blu-ray extra, Lamborghini Jump segment.
  2. Their War: Decepticons Strike, 2007 DVD featurette
  3. Deconstructing Visual Bayhem Blu-ray extra, Vault Theft segment.
  4. Concept of Mixmaster as a McNeilus truck
  5. TFW2005 post by Josh Nizzi revealing his concept art for Long Haul
  6. Long Haul concept art showing his Caterpillar 797 alt mode
  7. Desconstructing Visual Mayhem Blu-ray extra, Jackhammer Fight segment
  8. Devastator concept art by Ben Procter showing Constructicon components including Overload robot mode WIP
  9. Hightower robot mode concept art by Steve Jung
  10. NEST: Transformer Data-HUB Blu-ray feature
  11. Michael Bay's DVD audio commentary for Transformers, 2007, Paramount
  12. Original version before Paramount had it censored to remove mention of the Fallen's role in the film is available here: [1]

External links

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