A re-telling of the Revenge of the Fallen film for younger readers.
Writer: Dan Jolley, based on the screenplay and story of the 2009 movie.
Illustrator: "Illustrations" are Dreamworks's promotional images of the characters in the movie on colored backgtrounds.
The Autobots busy themselves aiding their human allies root out Decepticons hiding on Earth. Their latest mission has taken them to China, and among the NEST agents accompanying them are William Lennox and Ray Epps. Once Ironhide and the men have detected their enemies' heat signatures, they send in Sideswipe to flush him out, only for Demolishor and Sideways to preemptively abandon their disguises and flee. The team goes after Sideways first, putting him down post-haste. Demolishor wrecks his way towards the Shanghai freeway, and Optimus Prime is airdropped to intercept him. After being defeated, Demolishor spouts out that "The Fallen shall rise again"...
Elsewhere, Sam Witwicky packs for college. His father, eager to go on his European vacation with his wife, rushes him along. Sam receives a call from Mikaela, and as they chat, Sam goes through the mementos from his adventure with the Autobots. He accidentally touches a fragment of the AllSpark, which fills his mind with ancient Cybertronian symbols. Mikaela soon comes over, and Sam gives her the fragment for safe-keeping. They both then say their goodbyes to Bumblebee, as Sam can't bring him along to college. As Mikaela sees Sam off, Wheels spies on her, and detects the AllSpark fragment in her purse.
Theodore Galloway meets with Optimus Prime as he is debriefing Admiral Morshower on his last mission. Galloway accuses the Autobots of bringing destruction to Earth by staying on-world, attracting further attention from the Decepticons. Soundwave spies on the conversation from orbit, learning the location of both Megatron's remains and those of the AllSpark. He dispatches Ravage who, with the help of fellow Decepticon The Doctor, manages to steal the AllSpark shard held by NEST.
Sam meets Leo Spitz, his cooky conspiracy-theorist roommate, and their across-the-hall neighbour, Alice. Later, Sam and Leo attend a party, only for Sam to zone out and involuntarily draw Cybertronian symbols on a tablecloth. Alice snaps him out of his reverie, and makes several aggressive advances towards him. Sam is rescued from his situation when he hears Bumblebee's car alarm sounding outside. Though Alice pursues him, Bumblebee attacks her by "malfunctioning" in his car mode, and she is forced back. Enraged, Sam asks why the Autobot acted violently, only for Bumblebee to respond that Optimus requests his presence. Optimus Prime informs Sam of the theft of the AllSpark fragment, and that the government's faith in the Autobots is waning. He tries to enlist Sam to convince his fellow humans to renew their trust in the Autobots. Unwilling to give up on college, and revealing that he still suffers back problems from his previous encounter with the Decepticons, Sam turns him down.
Ravage and The Doctor make their way to the bottom of the Laurentian Abyss. There, using the AllSpark fragment, they bring Megatron back from the dead.
During class, Sam has another episode. He rapidly flips through his textbook, absorbing all of the knowledge contained within instantaneously. Making a spectacle of himself, Sam storms to the front of the class and babbles about Cybertronian science before being booted out of the auditorium.
Megatron journeys to remains of the Nemesis. There he meets with Starscream, delivering a swift blow to his subordinate for abandoning him on the "insect planet." Megatron then enters communication with The Fallen, currently seeking reinforcements in other dimensions. Though Megatron believes all hope to bring the Cybertronian race back from the brink of extinction is lost, his master corrects him: he has felt the knowledge of the AllSpark being transferred into Sam's brain. With it, they may yet rebuild the relic. The Fallen sends Megatron off to retrieve the boy.
Sam calls Mikaela to tell her of his visions. Wheels listens in, but is caught by Mikeala, who traps him in a toolbox. Afraid that someone else might yet be eavesdrop over the unsecured line, Mikaela tells Sam she is coming over and hangs up. Later, Alice corners Sam in his room as Mikaela walks in on them. The Decepticon spy reveals her true nature, and Leo joins the scene and Alice ditches her disguise entirely. Sam, Leo, and Mikaela flee together, hotwire a car, and manage to run Alice over before speeding off. Unfortunately, a Decepticon helicopter catches up to them, and brings them to Megatron. Sam is pinned down and The Doctor skitters up to him to extract the AllSpark's knowledge from Sam's mind... only for Bumblebee and Optimus to burst in to rescue their friends! With Sam in-hand, Optimus is chased into a forest, where Megatron, Starscream, and Blackout gang up on him. Though he holds them off while Sam gets to safety, Optimus is knocked off-line when Megatron skewers him. The rest of the Autobots then arrive and drive off Megatron.
Unable to locate Sam again, Megatron sends a broadcast around the world, demanding the boy be handed over to the Decepticons. To convince the humans to cooperate, he sinks a battleship, and gives a day-long deadline for them to comply. Ron and Judy Witwicky are found by the Decepticons and taken prisoner.
The Autobots return to NEST headquarters, with a still unconscious Optimus Prime. They are then surrounded by a squad of soldiers under Galloway's command, and are informed that the president intends on negotiating with Megatron, rather than taking the offensive against him. Not among the Autobots, however, are Bumblebee, The Twins, Sam, Mikaela, and Leo. They are hiding in an abandoned prison complex. Desperate for help, the group decides to head for "Robo-Warrior," a rival of Leo's who, like him, posts conspiracy theories about Transformers on the internet. They discover that Robo-Warrior is none other than Agent Simmons. After being convinced to help them out, Simmons informs the group that Cybertronians have been active on Earth far longer than they initially suspected. Though the Autobots have no knowledge of this history, Mikaela suspects that Wheels might, and fetches him from Bumblebee's trunk. The little 'bot is successfully intimidated into leading the group to one of the ancient "Seekers" hidden on Earth, and eventually befriended into the group.
Sneaking into the Smithsonian after hours, the group uses their AllSpark shard to narrow down which of the machines within is the disguised robot they seek. Unexpectedly, the shard leaps out of Sam's hand and rouses from his slumber the elderly Jetfire. After being brought to speed, Jetfire teleports everyone to Egypt. Only then does he explain fully who the Fallen is, and what he is after: the Matrix of Leadership, an artifact capable of activating the Star Harvester hidden away on Earth. Rationalizing that the Matrix could also reactivate Optimus, Sam sets out to find it. Unfortunately, Sam is caught on-camera as the group comes upon a border crossing. Realizing that the government, and in turn the Decepticons, will soon be able to pinpoint him, Sam decides to call Lennox for help.
To avoid immediate detection however, he calls Lennox's wife to relay the message to its intended recipient. Optimus Prime's body is loaded up on a C-17 airplane, and Lennox, Epps, and the rest of the Autobots take off to meet Sam in Egypt behind Galloway's back. While in the air, they also send a message to General Morshower to bring additional reinforcements. In Egypt, Sam puzzles out the location of the Matrix, thanks to a translation of the symbols in his head Jetfire had previously provided him. Waking the rest of his troupe, he finds his way to the tomb of the Primes. But, as soon as it is exposed to outside air, the Matrix within crumbles into dust. Refusing to give up, Sam takes off his sock and collects the metallic dust as the air force arrives.
As Sam's and Lennox's teams race towards each other, the Decepticons attack. From afar, Soundwave doctors in real-time scans of the area, so Morshower is left unaware that his allies are in need of help. With no aerial support, Sam gets the rest of his team to distract the Decepticons while he and Mikaela make their way to Optimus. The ruse doesn't work, as Starscream focuses his efforts entirely on Sam. The Fallen then arrives. Several construction vehicle reveal themselves to be the mighty Decepticon Devastator in disguise, and proceed to smash apart a pyramid to reveal the Star Harvester concealed within. Megatron joins the chase after Sam and Mikaela. But hope remains: Simmons manages to make contact with the USS Roosevelt, and Morshower gets wise to Soundwave's tricks and mobilizes his troops towards the action.
Sam nearly makes it to Optimus before he is downed by a blast. His consciousness then finds itself in the realm of the Primes. Thanking him for fighting on behalf of their descendant, the Primes tell Sam that he has earned the Matrix of Leadership before sending him back to the material world. The Matrix reforms itself in his hand, and Sam plunges it into Optimus's chest. All of the knowledge of the AllSpark flows through the Matrix, into Prime, reviving the Autobot leader. But The Fallen then snatches away the Matrix, and teleports off to activate the harvester. Despite his reawakening, Prime does not have the energy needed to confront The Fallen... until Jetfire approaches him, and volunteers his parts so that Optimus may stand a chance. Accepting the noble gesture, Optimus has Ratchet upgrade him with Jetfire's components.
With the Decepticons gathered around the harvester, Simmons signals the USS Roosevelt to fire its rail gun towards them. Devastator is rent apart by the weapon, but the harvester manages to fire off as well. Thankfully, Optimus blocks the beam, sending it raining back down on the remaining Decepticons. The Fallen attempts to use his supernatural abilities to destroy Optimus only to find that, as a Prime, Optimus is immune to his powers. Megatron and Starscream flee as Optimus rips apart the harvester, and uses the pieces to bludgeon The Fallen. Then, retrieving the Matrix, Optimus uses it to open a wormhole to "a place where no one will hear from the Fallen ever again," and flings his foe into it.
The Autobot and their allies are reunited, triumphant; even Sam's parents, who were found "inside a Decepticon" by Lennox and Epps during the battle. Wheels cheers for joy as they embrace their son.
(Numbers indicate order of appearance.)
Differences with the movie
- Lennox's detector is called an AllSpark detector.
- Sideswipe defeats Sideways while the latter is in robot mode.
- Optimus Prime doesn't kill Demolishor.
- The AllSpark fragment does not create any appliancebots, and Bumblebee doesn't blow up Sam's bedroom (or anything else).
- Wheelie is called Wheels.
- Ravage transforms into a sphere, not a missile. Scalpel detaches from him after re-entry and takes Reedman's place in retrieving the AllSpark fragment. Ravage "takes off like a rocket" after the theft, and the two of them later revive Megatron without the aid of any Constructicons.
- Instead of one of Saturn's moon, the Nemesis is crashed on an "ice planet."
- The protoforms aboard the Nemesis are the Fallen's long-lost army.
- The Fallen communicates to Megatron by raising thousands of metal pins from the floor of the Nemesis, changing shape to represent his face as he speaks, and speaks of assembling forces in other dimensions.
- Sam visits the library after his vision in class, leading him research his great-great-grand-father's expedition in the book The Arctic Grail: A History of Expeditions.
- Mikaela just threatens Wheelie with the blowtorch, without taking his eye out.
- When Mikaela throws the box containing Wheelie, it hits Alice and spins her head around a full 360.
- Scalpel doesn't send the little probe-bot into Sam's head, and is blown apart by a sniper shot before he can get any information out of it.
- Blackout is the Helicopter named in the Junior Novel rather than Grindor.
- The forest battle is extremely short, and Blackout dies by being stabbed in the chest.
- Bumblebee doesn't fight Rampage or Ravage.
- The Fallen is defeated by being thrown into a wormhole rather than having his face ripped off and punched in the chest with Optimus crushing his Spark Core.
- When Sam plunges the Matrix into Optimus's chest, he is compared to "King Arthur, returning Excalibur to the stone."
- The Fallen's face is described as the Decepticon symbol during the opening early-humanity scene, when the faction had yet to come into being.