Transformers: Revenge of the Fallen
Transformers Revenge of the Fallen poster
Directed by Michael Bay
Produced by Don Murphy
Tom DeSanto
Lorenzo di Bonaventura
Ian Bryce
Written by Ehren Kruger
Roberto Orci
Alex Kurtzman
Starring Shia LaBeouf
Megan Fox
Josh Duhamel
Tyrese Gibson
Kevin Dunn
Julie White
John Turturro
Music by Steve Jablonsky
Cinematography Ben Seresin
Editing by Roger Barton
Paul Rubell
Joel Negron
Tom Muldoon
Distributed by Paramount Pictures
Release June 19, 2009 (United Kingdom)
June 24, 2009 (United States/Canada)
Running time 150 minutes
Country United States
Language English
Budget $200 million
Gross revenue $836,303,693
Preceded by Transformers
Followed by Transformers: Dark of the Moon

Transformers: Revenge of the Fallen is a 2009 American science fiction action film directed by Michael Bay and executive produced by Steven Spielberg. It is a sequel to 2007's Transformers and the second installment in the live-action Transformers series taking place two years after Transformers. The plot revolves around Sam Witwicky (Shia LaBeouf), who is caught in the war between two factions of alien robots, the Autobots and the Decepticons. Sam is having weird visions of Cybertronian symbols, and is being hunted by the Decepticons under the orders of an ancient Decepticon named The Fallen (Tony Todd), who seeks to get revenge on Earth by finding and activating a machine that would provide the Decepticons with an energon source, destroying the sun and all life on Earth in the process.

With deadlines jeopardized by possible strikes by the Directors Guild of America 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, with locations in Egypt, Jordan, Pennsylvania, New Jersey, and California, as well as air bases in New Mexico and Arizona.

Revenge of the Fallen was released on June 24, 2009, and was a huge box office success, setting records upon release. The film grossed a total of $402.1 million in North America and $434.2 million in other territories, for a total of $836.3 million worldwide. It was the second highest grossing film of 2009 in North America (behind Avatar), 18th domestically, the 39th highest-grossing film of all time and fourth highest of the year worldwide (behind Avatar, Harry Potter and the Half-Blood Prince, and Ice Age: Dawn of the Dinosaurs).

The film received mostly negative reviews by critics and by audiences, mostly because of the frequent stereotypes on the movie directing; it won three awards and became the highest-grossing film to win Worst Picture at the 30th Golden Raspberry Awards ceremony. A third film, Transformers: Dark of the Moon, was released on June 29, 2011. A fourth film, Transformers: Age of Extinction, was released on June 27, 2014. This was the last film in the series to star Megan Fox, and was also the last film in the series to be distributed by DreamWorks Pictures, as Paramount Pictures became the distributor of its future films.


Thousands of years ago, the 7 Primes traveled the galaxy to create Energon with sun-absorbing machines called Sun Harvesters. The Primes followed a law in which no sun can be destroyed if it has life on one of its planets; however, one of them deceives the others by building an army and breaking the law by setting up a Harvester on Earth in 17,000 B.C. after defeating ancient humans. The Primes come to Earth and defeat and imprison him before he can harvest the Earth's sun. The rest of the Primes Dynasty name him The Fallen, and sacrifice themselves to hide the "Matrix of Leadership", the key to start the Harvester.

Two years after Megatron's destruction, the Autobots have joined the U.S. military to create the Nonbiological Extraterrestrial Species Treaty (NEST), an elite, classified military task force working with the Autobots hunting down Decepticon resistance, with Major William Lennox (Josh Duhamel) and his squad as the human part of NEST. During a mission in Shanghai, Optimus Prime learns of The Fallen's return, but is unfamiliar with the name. They chase the two remaining Decepticons, Sideways and Demolisher through the streets of Shanghai, destroying a bridge in the process. National Security Advisor Theodore Galloway (John Benjamin Hickey) chastises the task force for their destructive tactics and reminds them of the location of Megatron's corpse in the Laurentian Abyss and the surviving Allspark shard retrieved by Optimus. Soundwave, the Decepticons' communications officer, eavesdrops on the conversation and sends Ravage to retrieve the shard from NEST's base. Soundwave later hacks into a military satellite.

Meanwhile, Sam Witwicky (Shia LaBeouf) prepares to attend college, leaving his girlfriend Mikaela Banes (Megan Fox) and guardian Bumblebee behind. Packing his things, he discovers another Allspark shard in his old T-shirt he wore on the day when he destroyed Megatron. The shard channels its knowledge into his mind, causing him to see Cybertronian symbols and bringing the kitchen appliances to life before Bumblebee kills them. He gives the shard to Mikaela, and when the Decepticon Wheelie tries to steal it, Mikaela overpowers him and locks him in a toolbox. At college, Sam meets his roommate, Leo Spitz (Ramón Rodríguez), who runs a conspiracy website regarding the Transformers. Sam's hallucinations deteriorate, attracting the attention of fellow student Alice (Isabel Lucas), who is really a shapeshifting Pretender Decepticon. Ravage, Scalpel, and the Constructicons resurrect Megatron using the retrieved shard and they kill one of their own to provide parts for him, who then proceeds to chastise Starscream for abandoning him on Earth previously. He then reunites with The Fallen, the founder and master of all Decepticons. The Fallen orders Megatron to capture Sam and kill Optimus, who is the last surviving descendant of the Primes and the only Transformer who can kill him.

Sam, Mikaela, and Leo are targeted by the Decepticons. They kill Alice, but are captured by Megatron, Starscream, and Grindor, who attempt to take out Sam's brain. Optimus and Bumblebee arrive to rescue them. Optimus engages Megatron in a nearby forest, nearly overwhelming him before the other Decepticons intervene. After Optimus kills Grindor by ripping his head in half, Megatron takes advantage of the confusion to stab and kill Optimus. Sam and his friends retreat while the Autobots fight off the Decepticons. Megatron and Starscream head to the top of a building to have a quick meeting, in which Megatron tortures his second-in-command for their failures, but decides that his master should arrive now. Hearing this, Soundwave orders all the Decepticons to mobilise. Now pleased at the fact that no one can stop him, The Fallen uses Earth's telecommunications to ask for Sam in return for mankind's survival, making Sam an international fugitive. Sam, Mikaela, Leo, Bumblebee, and twins Skids and Mudflap enlist the help of ex-Sector 7 Agent Seymore Simmons (John Turturro). Simmons reveals that the Transformers visited Earth eons ago and the most ancient, known as Seekers, live in secret. With help from Wheelie, they track down the elderly Decepticon Jetfire, who defected to the Autobots years ago, tired of fighting. He and Wheelie change sides and join the Autobots. Jetfire explains The Fallen's history, then teleports the group to Egypt to find the Tomb of the Primes to revive Optimus. Simmons contacts NEST, telling them to bring Optimus and the other Autobots to Egypt.

Sam's group finds the tomb hidden in Petra, but the Matrix disintegrates into dust in Sam's hands. Undeterred, Sam places the Matrix's remains in his sock. NEST and the Autobots land, but are cut off from the Pentagon thanks to Starscream. The Decepticons attack, including Constructicon Devastator (who is made up of smaller Decepticons) who demolishes one of the Pyramids of Giza, unearthing the Sun Harvester, which was hidden inside the pyramid. He is then killed by a railgun attack summoned by Simmons. Sam's parents, who were kidnapped by the Decepticons, are used as bargaining chips with Sam to try to obtain the Matrix, but the trap fails when Bumblebee rescues them, killing the Decepticons Rampage and Ravage in the process. Jetfire arrives to join the fight and is severely wounded by Scorponok, but is still able to kill him. Chief Master Sergeant Robert Epps (Tyrese Gibson) summons an airstrike which kills most of the Decepticons; however Megatron manages to shoot and seriously injure Sam. While dying, Sam has a vision, in which he meets the Primes, who tell him the Matrix is not found but earned, and that he has earned the right to bear it. They then revive Sam and restore the Matrix, which Sam then uses to resurrect Optimus.

The Fallen appears and steals the Matrix so that he can start the Sun Harvester. A dying Jetfire sacrifices himself and relinquishes his parts to Optimus, allowing the latter to gain new powers, including flight. Optimus uses his new powers to knock The Fallen and Megatron off the pyramid and destroy the Sun Harvester. Optimus then engages The Fallen in a duel, in which he seems to gain the upper hand until Megatron intervenes. Optimus forces Megatron's hand-cannon to fire into his own face, cuts off his arm, and sends him flying through a wall with a reverse blast from the jet thrusters taken from Jetfire. Megatron, wounded, calls for Starscream in agony. The Fallen re-engages Optimus, ripping off parts of his armor and seriously wounding him with his spear, but Optimus rips the spear from the Fallen's grasp and tears off the outer shell on his face. The Fallen dies after his spark is ripped from his chest by Optimus. As Megatron escapes with Starscream, the Autobots and their allies return to the United States.




  • Peter Cullen as Optimus Prime; leader of the Autobots who is the last descendant of the Dynasty of Primes and the only Transformer who can defeat the Fallen.
  • Mark Ryan as Bumblebee (uncredited), an Autobot scout and Sam Witwicky's best friend and guardian/ Jetfire; an ancient Decepticon-turned-Autobot Seeker Transformer who switched allegiance to the other Primes shortly before the Fallen's original defeat.
  • Reno Wilson as Mudflap, an Autobot twin and Skids' twin brother.
  • Jess Harnell as Ironhide, the Autobot weapons specialist and Optimus Prime's second-in-command.
  • Robert Foxworth as Ratchet, the Autobots' medic.
  • André Sogliuzzo as Sideswipe, an Autobot swordsman.
  • Tom Kenny as Wheelie, a former Decepticon drone who changed sides after learning Jetfire's choice/Skids, an Autobot twin and Mudflap's twin brother.
  • Grey DeLisle as Arcee, Chromia, and Elita-One, three Autobot sisters who share the same mind.


  • Tony Todd as The Fallen (credited as "Fallen"); ancient and true master of the Decepticons who seeks to exact revenge on the Autobots and humans by "harvesting" Earth's sun for Energon.
  • Hugo Weaving as Megatron; The Fallen's second-in-command and field commander of the Decepticons.
  • Charlie Adler as Starscream, Megatron's second-in-command
  • Frank Welker as Soundwave, the Decepticons Communications Chief/Devastator, a Decepticon combiner formed by the Constructicons/Reedman, a Decepticon formed of small bead-like Decepticons.
  • Calvin Wimmer as Demolishor (credited as "Wheelbot"), a Decepticon Constructicon.
  • John DiCrosta as Scalpel (credited as "The Doctor"), a small Decepticon who serves as Megatron's doctor.
  • Kevin Michael Richardson as Rampage (credited as "Skipjack"), a Decepticon Constructicon.

Seven Primes

  • Michael York as Prime #1
  • Kevin Michael Richardson as Prime #2
  • Robin Atkin Downes as Prime #3


  • Shia LaBeouf as Samuel James "Sam" Witwicky
  • Megan Fox as Mikaela Banes
  • Josh Duhamel as U.S. Army Major William "Will" Lennox
  • Tyrese Gibson as U.S. Air Force Master Sergeant Robert "Rob" Epps
  • John Turturro as Seymour Simmons
  • Ramón Rodríguez as Leonardo "Leo" Spitz
  • Kevin Dunn as Ronald "Ron" Witwicky
  • Julie White as Judith "Judy" Witwicky
  • Isabel Lucas as Alice
  • John Benjamin Hickey as Theodore "Theo" Galloway
  • Glenn Morshower as U.S. Marine Corps General Morshower
  • Matthew Marsden as Graham
  • Rainn Wilson as Professor R. A. Colan
  • Marc Evan Jackson as Commander, U.S. Central Command

External links

Transformers films

TransformersRevenge of the FallenDark of the MoonAge of Extinction

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