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Transformers Revenege of the Fallen

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Spoiler warning: Plot and/or ending details follow.

« Revenge of the Fallen»

Film - Toyline - Video Game

Transformers: Revenge of the Fallen is the first of two planned sequels to Transformers. It was released in theaters June 19th, 2009, June 24th in North America.


It is revealed that thousands of years before Optimus Prime and the other Transformers arrived on Earth, there was a race of ancient Transformers who scoured the universe looking for Energon sources. Known as the Seven Primes, they used a device called the "Solar Harvester" to drain stars, such as Sun, of their energy in order to convert it to Energon and power Cybertron’s AllSpark and their life blood. The Primes agreed that life-bearing worlds would be spared, but one brother, who was thereafter dubbed "The Fallen", constructed a Solar Harvester on Earth in 17,000 BCE. The remaining brothers sacrificed their bodies in order to hide the Matrix of Leadership, the key that powers the Solar Harvester, from The Fallen, who swore to seek revenge upon Earth once he found the key.

In the present day, two years after the events of the first film, Optimus now leads NEST, a military organization consisting of human troops and his own team of Autobots - including newcomers Arcee, Sideswipe, Jolt, and the twins Skids and Mudflap. While on a mission in Shanghai to kill Decepticons Sideways (who is killed by Sideswipe) and Demolishor (who is shot in the face by Optimus Prime), they learn that "The Fallen shall 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, which he is initially unaware contain a riddle that leads to location of the Matrix of Leadership. 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 towards him. Back home, Decepticon Wheelie attempts to steal the shard but is captured by Mikaela, who immediately leaves to get to Sam, as he has had a mental breakdown, writing uncontrollably in a Cybertronian script.

Decepticon Soundwave hacks into a US satellite to eavesdrop on the NEST forces, learning the locations of the dead Decepticon leader Megatron and another existing piece of the AllSpark. The Decepticons retrieve the shard and use it to resurrect Megatron with the help of LongHaul and Mixmaster (who kill one of their own for parts as none were available). Megatron flies into space and is reunited with Starscream and his master, The Fallen. The Fallen instructs Megatron and Starscream to capture Sam in order to discover the location of the Matrix of Leadership as well as to destroy Optimus, the only possible hindrance to his plans. Mikaela arrives in town just as Alice, who is revealed to be a Pretender, attacks Sam. Mikaela, Sam, and his roommate Leo destroy Alice, but are captured by Grindor. The Decepticon known as "The Doctor" prepares to remove Sam's brain, but Optimus and Bumblebee appear and rescue him. Arriving in an empty forest, a fight ensues among Optimus, Megatron, Starscream and Grindor. During the fight, Starscream loses his right arm and Grindor is killed. However, Optimus ends up getting killed by Megatron while distracted with Sam's concern.

You fail me yet again Starscream!

After Prime's death, Megatron orders a full-scale assault on the planet. The Fallen speaks to the world by transmitting a television transmission from the top of the Empire State Building and demands that they surrender Sam to the Decepticons or the attack will continue. Sam, Mikaela, Leo, Bumblebee, the Twins and Wheelie regroup, with Leo believing that his online rival "RoboWarrior" may be of assistance. "RoboWarrior" is revealed to be former Sector Seven agent Simmons, who informs the group that the Transformers have visited Earth before, as their language is written on ruins all over the world. Wheelie identifies the language as that of the Primes, and directs the group to a former Decepticon named Jetfire, who can translate the language. They find and reactivate Jetfire at the Smithsonian. After Jetfire goes on a rampage through the aircraft museum, Sam tells him about the symbols he keeps seeing in his head. Jetfire understands them and he teleports the group to Egypt where Sam's hand gets injured during the ejection. Jetfire then proceeds to explain the history of The Fallen and that the tomb of the Primes is located in the surrounding desert, and only that a Prime can kill The Fallen. Jetfire provides them with a vital ancient clue: "When the dawn alights the Dagger's Tip, three Kings will reveal the doorway." The group locate the Pyramids of Jordan, referred to as the Dagger's Tip, and spend the night for the dawn. When the sun rises, Sam recognizes three outstanding stars near the horizon, having gone through the entire astronomy textbook earlier, as being called the Three Kings. They thus follow the stars and locate the tomb of the Primes, where a brawl between Skids and Mudflap breaks a wall and reveals the entrance to the tomb. The Matrix is located inside, but crumbles to dust in Sam's hands.

Believing that the Matrix can still revive Optimus, Sam collects the dust in his sock and instructs Simmons to telephone Major William Lennox to bring the other Autobots and Optimus's body to their location. The military arrives with the Autobots, but so do the Decepticons, and a battle arises. During the fight, the Decepticon Devastator is formed and unearths the Solar Harvester consiled within one of Egypt's pyramids before being destroyed by the US military's prototype rail gun. Jetfire arrives in time to save the group from Mixmaster by slicing him in half and smashing his head off, but is mortally wounded by Scorponok. The Air Force carpet bombs the Decepticons, but Megatron breaks through the offensive and attacks 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, and send him back.

The dust reassembles to form the Matrix, which Sam uses to revive Optimus. However, The Fallen then jumps into the fray and steals the Matrix shortly thereafter, rendering Prime unable to fight once again. The Fallen activates the Solar Harvester. In a final effort, Jetfire sacrifices his parts and spark to Optimus, giving Optimus the power he needs to defeat The Fallen. With his new and enhanced capabilities, Optimus destroys the Solar Harvester by shooting it down and takes on both Megatron and The Fallen, after severely damaging Megatron, Prime faces off against The Fallen and kills him by tearing away part of his face plate and then crushing The Fallen's spark with his bare hands. Megatron and Starscream retreat and vow that their fight is not finished.

Optimus Prime concludes the event by proclaiming that the Transformers and humans now share an untold history and will combine despite their differences.


This film has been rated PG-13 in the US for intense sequences of sci-fi action violence, robo-gore, language, crude and sexual material, and brief drug material.

In the UK it was rated 12A for the same reasons.


(Numbers indicate order of appearance.)

Autobots Decepticons Humans Others


"Ow! That's my eye you crazy bitch!"


"Damn, I'm good."


"Dude, the government can hear and track you through those things!"

Sam in reaction to Leo watching a video on his cell phone while they are on the run to protect Sam.
(This is a reference to Eagle Eye, another movie Shia LaBeouf was in. The main premise of this movie is that the government can monitor you through your cell phones.)

"Punkass Decepticon."


"Is the future of our race not worth a single human life?"

"You'll never stop at one. I'll take you all on!"

Megatron and Optimus Prime

"Give me your Face!"

Optimus Prime to The Fallen

"Die like your brother!"

"They were your brothers too!"

—to The Fallen

"I rise, you fall!"

Optimus Prime to The Fallen

"Do you know what my father was?! A wheel! The first wheel! And do you know what he transformed into?! NOTHING! But he did so with honor!"

Jetfire, perhaps revealing more about his lineage than he'd intended.

"Itchy, wretched, rust in my arse!"


"I'm directly below the enemy's scrotum."

Agent Simmons on the coordinates under Devastator's "wrecking balls".

"Not to call you a coward, master... But, sometimes cowards do survive."



  • At the beginning of the film, some primitive humans were hunting a Bengal Tiger, in Egypt, which is on the African Continent. Bengal Tigers live 3000 miles away from Egypt, primarily in India and Bangladesh, which are in Asia.
  • At the beginning of the film where The Fallen was seen lifting up his right foot to crush a primitive human. But at the next scene, The Fallen was seen lifting up his left foot after he had crushed the primitive human.
  • When The Fallen boasts that, "Only a Prime can defeat me", the first three words aren't modified, making him sound somewhat like Megatron. ... Now we see that even live-action movies aren't free from mistakes that occur in animations.
  • The BACK of the Smithsonian National Air and Space Museum (actually the Steven F. Udvar-Hazy Center, an annex of the Smithsonian) is a desert?!
  • According to the subtitle, the Air Force Base Optimus is taken to after his death is in New Jersey. This is not possible. The base is in a desert, and there is no desert in New Jersey. Also, the C-17's say Altus, a base that is NOT in New Jersey.
  • After the first fight with Optimus Prime, a birds-eye view of New York City is shown. However, a scene later, Megatron and Starscream are seen on top of a Los-Angeles building.

Continuity errors

  • Bumblebee picks up Sam at the party in the evening and arrives at the cemetery in the daytime. Is the distance between the two places so far?
  • Frenzy's head is intact in a glass container even though it was destroyed. It's possible that Simmons had it rebuilt or repaired to keep it as a memento.
    • In the official prequel "The Veiled Threat", Simmons is shown to be experimenting on Frenzy's head and Frenzy speaks.
  • Simmons warns Leo to not touch Frenzy's head, because it's radioactive. But, hey, they (Leo, Sam and Mikaela) arrived there in an Autobot.
  • When Megatron is revived, five Decepticons go down to revive him, one is torn up for parts to repair him, and somehow six still come up out of the water. If one was torn up, it would have still been five total leaving the water. Its turns out it was a revived Blackout.
    • Note: Scalpel is too small to be detected by the sonar.
  • When Bumblebee fights Rampage in Egypt, he gets his face mask ripped in half by Ravage, yet in the next shot, it shows him wearing his complete face mask. It's also possible that his mask just got pulled back a bit, like in Transformers right after he and Mikaela killed Brawl.
  • Optimus Prime's face mask is smashed to pieces by Megatron's foot during the battle in the forest. When Optimus Prime takes Jetfire's parts his face mask is back on his face, as if it hadn't even been smashed in the first place.
  • It's never clear why Alice is after Sam, even before she finds him drawing Cybertronian symbols. She could be after the AllSpark fragment, or she could just be trying to kill him. Maybe she just wanted some sex. No explanation is explicitly stated. Um, well.. in fact, why she's even there is unexplained.
  • Though Sam's hand is injured after Jetfire transported them to Egypt, his hand is professionally bandaged by nobody.
  • Megatron tells Starscream that the Decepticons aren't going to "hide" from the humans anymore. But when did Megatron ever hide? He came back to life, immediately starting fighting Autobots in broad daylight in a major city, died, came back to life, and immediately started fighting Autobots in broad daylight again. Sure, someone may have told him offscreen that the Decepticons had been in hiding before finding him inside the Hoover Dam and again during his two-year underwater entombment, but it's an awkward line given Megatron's past actions.
  • When Sam holds up the pictures of the older Transformers to Wheelie, the two pictures switch between shots.
  • After takeoff, the Predator magically loses its propeller engine and somehow gets a rocket engine.

Not actually an error

  • In the film, there were a LOT ofsome repeated shots of characters and scenes. Such as Soundwave in space, Bumblebee shooting at the tiny appliance robots, and a heavily damaged Optimus looking up, along with a shot of the Predator plane from the first movie. Did Michael Bay and the crew members actually get lazy?!
  • At the beginning of the movie, in the scene where the Autobots (in alternate modes) chilling in the "hanger", Jolt is missing among them. The blue Chevy Volt is nowhere to be found. But yet somehow he shows up later in the film where the Autobots are relocated. Perhaps a late arrival?
  • A shard of the AllSpark can revive Megatron, Sam has a shard, but he never thought of using it to revive Optimus, but since Optimus has a gigantic hole in his chest and no spark, it's probably best not to use it on him.
  • Jetfire complains about his age and robustness, but says to Optimus: "Take my (rusty old broken down) parts, and you will have a power you've never known." Perhaps the 'power you've never known' was the power to fly?
    • It's possible that Prime's energon flowed into Jetfire's parts, repairing and re-powering them.
  • Decepticons somehow think letting Sam's parents go free in the middle of a battle is a good idea, rather than ransoming them.
  • Sam is so smart that when he has "a few miles to go" he decides to run them on foot and have his car follow him, rather than drive to the meet-up point and get there before most of the Decepticons.
  • When Sam's identity was practically given out to everyone (probably those who were watching their TVs) on Earth, his magical hoodie gave him instant immunity from millions of possible death mobs and the ability to freely walk the streets to greet his secret agent-turned-chef friend. Maybe he took lessons from Clark Kent. In fact, not a single person even seems to bother about Sam: no uproars, no mobs, nothing, to capture Sam.
  • Oddly, when The Fallen makes his broadcast, no one really seems to care in a sort of pee-your-pants, evil alien invasion way. The humans just watch it like a bad movie. Or maybe they just shrugged it off and took it as a bad joke.
    • But let's face it, that is probably what would happen in reality: In 2001, when first broadcasts from the WTC attack were shown, many people thought at first it was a promotion for a new disaster movie. The same thing happened during every large disaster before 9/11.
  • Simmons keeps his collection of top secret files, pictures from Sector Seven, and Frenzy's head in a room with at least two open, eight foot high windows on a ground floor? We can see his security training has served him well.
  • During the battle in the "middle of nowhere" while the Decepticons are looking for Sam, you can hear one of the Decepticons say something that sounds a LOT like "Laserbeak".


  • So, there are more than just seven Constructicons now. Even though they merged into Devastator, we can see Long Haul, Mixmaster and Scrapper among fighting Decepticons in the climax battle. Also we actually saw only Constructicons' alt-modes which formed Devastator. This could be because there was nothing to scan but construction vehicles. Suddenly, the Brawl/Devastator mixup doesn't look so bad, does it?
  • In the shot right after Arcee is struck, a certain hate-filled Con suddenly appears. It's unclear whether he is another 'Con or Bones is resurrected, or whether he simply survived the battle with Optimus Prime in the previous film.

Transformers references

  • When Sam has his "meltdown" in astronomy class, he begins to explain the mathematics behind mass-shifting while he is up at the blackboard. As a part of his babble, he blurts out Sentinel Prime's name, as well.
  • Even in her full robot form, Alice's tongue at the tip of her tentacle seems to remain fleshy. Ewww.
  • Wheelie acts like a perv? Hum...
  • Mudflap gets sucked up by Devastator's suction vortex, similar to how Optimal Optimus got sucked by Nemesis' tractor beam in the Beast Wars episode "Nemesis Part 2". It has similar gears and blades inside, along with light behind them.
  • Soundwave says "Yessss".
    • So does Megatron a couple of times.
  • For some reason, the Transformers demonstrate many organic actions, such as Starscream spitting, Bumblebee crying, Jetfire farting a parachute, and dying bots leaking fluids like humans drip blood.

Real-world references

  • When Megatron returns to the Decepticon mothership, the place in the scene slightly resembles the nest of the Alien.
  • When Megatron gets back to the Decepticon mothership, he says "Starscream, I'm home." This might be a reference to I Love Lucy.
  • Starscream states they don't have enough Energon to keep the young Protoforms alive. It somehow resembles Dracula's need for The Monster's life source to bring his undead children to life in the film Van Helsing.
  • During the hunt for allies in Museum, in the background many historical planes can be seen. One was shown very clearly - Sam and Mikaela go past Enola Gay, the B-29 Superfortress which dropped the atomic bomb on Hiroshima.
  • Professor Colan says the line "I am the Alpha and the Omega", a line from the Christian Bible as well as the Covenant of Primus.
  • Your classmate is a hot fembot? Riiight.
  • Alice is a hot Pretender, not a hot alien like Sil. Stop asking.
  • In Sam's room in the college dorm there are various posters for real world movies, such as Cloverfield.
  • Like the film Armageddon is mentioned in the previous movie, there is a poster of the film Bad Boys II on the wall of Sam's room.
    • Both films are directed by Michael Bay.
  • The love scene at night in Egypt resembles another love scene from another one of Michael Bay's films, Armageddon.
  • In Leo's computer room, there's a textile scroll/poster for the anime series Naruto in the background. Believe it!
  • President Barack Obama is indeed the president in this film. A clip of him is shown during the video threat from The Fallen. And a news reporter mentions Obama being flown to a safe zone, after the threat is made.
  • As the group descends into Simmons' basement, Leo mentions his fear of Swine Flu, as they pass the dead pigs in the meat locker.


  • Barricade, who vanished from the first film and supposedly scheduled to make a return, doesn't. Disappointment. His fate remains a mystery (unless one takes the novelization and comic of the first film as canon), or the Autobots working with NEST defeated him during the two year gap between the first movie and Revenge of the the Fallen.
  • Just out of curiosity, why did Demolishor even warn Optimus about the The Fallen? If he kept his mechanical lips shut, than the Autobots would be unprepared for their attack. Nice goin' Demolishor. You just ruined the next sequel!
  • Knock offs: Star Wars, Terminator, Van Helsing, and many, many more...with direct quotes, or technologies, or concepts. (All unnecessarily since they did have a decent amount of original material they could have pulled from.)
  • Optimus has become an even more violent fighter. He shoots without mercy a badly damaged Demolisher at point blank range. Stabs Grindor in the head with both of his blades, then tears it apart. Cuts one of Starscream's arms off and hits him with it. He even rips The Fallen's face off not to metion raming his fist right through The Fallen's chest ripping his Spark out and crushing it.
  • Simmons keeps Frenzy's "still radioactive" head in a glass container. While alpha and beta radiations can't penetrate the container, gamma radiation, which is a type that is released with all types of radioactivity, can do so easily. Unless Simmons uses the kind of lead-containing, thick glass.
  • For reasons unknown, although his voice actor is the same, Ironhide's accent seems more pronounced.
  • In the interview Michael Bay claimed he'll never make any highway chase scene after Optimus vs. Bonecrusher combat (arguing that "what can beat robots transforming on highway at 80 mph?"). Yet in the very first minutes of RotF we've got actually two highway chases: smaller, between Sideswipe and Sideways, and main, with Optimus, Demolishor and NEST soldiers. Well, seemingly enticement was too strong.
  • The reason why Sam's college was never identified was because of Judy becoming high on marijuana brownies in one scene. As the set for Sam's college was Princeton and University of Pennsylvania, the scene resulted in both colleges forcing Michael Bay to keep his mouth shut about the exact college Sam went to.[July, 2009]

Transformers sequel and the 2007-2008 Writers Strike

In late 2007, during preproduction for then-untitled Transformers sequel, the Writers Guild of America went on strike. At the time, Roberto Orci stated that the strike could likely delay Transformers 2's release. However, Michael Bay refuted this, claiming the movie was still on schedule.[1] The reason behind Bay's confidence was discovered by Orci shortly after the strike ended. The director had apparently taken the outline the writers had handed in the night before the strike, and begun movie prep based on it.[2]

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