Revenge of the Fallen
ROTF Poster
Theatrical Poster

Directed by:

Michael Bay

Produced by:

  • Ian Bryce
  • Tom DeSanto
  • Lorenzo di Boneventura
  • Don Murphy

Executive Producers:

  • Steven Spielberg
  • Michael Bay
  • Brian Goldner
  • Mark Vahradian

Written by:

  • Ehren Kruger
  • Roberto Orci
  • Alex Kurtzman


  • Shia LeBeouf
  • Megan Fox
  • Josh Duhamel
  • Tyrese Gibson
  • John Tuturro
  • Ramón Rodríguez
  • Erin Naas
  • Rainn Wilson
  • Matthew Marsden
  • Isabel Lucas
  • John Benjamin Hickey
  • Julie White
  • Kevin Dunn
  • Glenn Morshower
  • Deep Roy

Voice Talents:

  • Peter Cullen
  • Robert Foxxworth
  • Jess Harnell
  • Reno Wilson
  • Tom Kenny
  • Mark Ryan
  • Grey Delisle
  • André Sogliuzzo
  • Tony Todd
  • Hugo Weaving
  • Charlie Adler
  • Frank Welker
  • Calvin Wimmer
  • John di Crosta
  • Michael York
  • Robin Atkin Downes
  • Kevin Michael Richardson

Music by:

Steve Jablonsky

Director of Photography

Ben Seresin


  • Hasbro
  • Di Boneventura Pictures

Distributed by:

  • Dreamworks Pictures
  • Paramount Pictures
  • Di Boneventura Pictures

Transformers: Revenge of the Fallen is one of the two planned sequels to Transformers and also one of the best science fiction films ever. It was released in North America on June 24, 2009. The film is set two years after the events of Transformers. The Autobots have found a home in NEST (Network Essentials: Soldiers and Transformers), a secret military unit created to eliminate the last remaining Decepticons. Sam is heading off to college and everything seems normal. However, the Decepticons are regrouping. Megatron is restored to life, and his master, The Fallen, plans to use an Energon-producing machine called the Solar Harvester and destroy Earth's sun, giving the amount of Energon needed to raise an army. Ultimately, The Fallen is defeated by the last of the Primes. Director Michael Bay has expanded the film's scope with settings ranging global, and a much larger cast of Transformers, with 40 robots in all.

Synopsis Edit

In 17,000 B.C., a group of human hunters discover Transformers already on Earth, building a machine. One of the robots notices the humans, and his reaction is less than friendly.

Two years after the battle of Mission City, the Autobots have teamed up with the American soldiers, including Lennox and Epps, to form a secret team called NEST under direct order from the US Military, but also incorparating soldiers from other countries such as the United Kingdom. Officialy, the United States Government still keeps the Transformers' excistence a secret. NEST is hunting down the remaining Decepticons on Earth. A region of Shanghai, China has been evacuated to allow NEST to deploy with a cover-up of an oil spill occuring. As soldiers probe the region, they find the heat signature of Constructicon Demolishor, who transforms and wreaks havoc on the roadways. His discovery prompts his partner, Sideways, to escape too. Sideways is pursued by Chromia, Arcee, Flareup, Skids and Mudflap, altough Sideswipe, waiting for the Decepticon, cuts him in half. Optimus Prime is airlifted to Shanghai and chases Demolishor with Ironhide. Prime catches up with the Decepticon and shoots him in the wheel then in the head, badly injuring him and forcing him to pull over. Before Prime kills Demolishor, Demolishor gives a cryptic message: The Fallen shall rise again. Meanwhile, Sam Witwicky is preparing for college, while trying to dodge his bipolar mother Judy and trying to connect with his rather ultrahot girlfriend. While looking through his "D-Day Shirt", an AllSpark shard falls from his shirt pocket and as he holds it, it makes a fire and burns his finger. It then burns through Sam's floor into the kitchen, where it sends an electric pulse all over the place, creating the Appliancebots. They include a blender, a toaster, a Dyson vacuum cleaner, Microwave, Waffle iron, Cappuccino maker, Garbage disposal, CISCO Aironet, and stand mixer. These "appliancebots" make their way to Sam's room, and shoot his room up. Sam then escapes to the garden. In the nick of time, Bumblebee kills all the Appliancebots, but ends up destroying most of the house, making Sam's mom Judy furious, quoting that she can't "live with that psychotic alien robot in my house". Mikela comes and visits Sam, tempting Sam to say that he loves her. At the time, no one seems to notice a little toy truck on the lawn. The little toy truck uses his thermal camera to look inside Mikela's purse. He finds the AllSpark shard and sends the transmission to another Decepticon colleague, who orders the toy truck to spy on Mikela. The Autobots return to the NEST base in Diego Garcia, as a video conference is about to be held. Decepticon Soundwave hacks into a US sattilite and overhears the video conference between Washington D.C. Director Theodore Galloway and Optimus Prime, discussing the war between the Transformers, and Galloway reveals the location off the AllSpark shard. Meanwhile, Sam tells Bumblebee to move on.When the Witwickies reach Sam's college, Sam meets his roommate Leo who runs a conspiracy site: Judy receives brownies with marijuana baked in them from a student on campus and gets high, embarassing Sam and his dad, Ron. Soundwave deploys a demon jaguar to the NEST bunker in Diego Garcia to receive the AllSpark shard needed to bring back Megatron. Ravage cripples the security systems and sends little marbles down the ventilation system of the chamber where the AllSpark fragment is held. The little marbles combine into a razor-thin robot , who succesfully retrieves the shard and meets up with Ravage outside. Back in the United States, Sam and his roommates attend a frat party, where an ultrahot girl named Alice tries to seduce him, but things don't work out very well when she takes a ride with Sam in Bumblebee: Bumblebee sprays lubricant all over her. Bumblebee takes Sam to a covenant, where Optimus Prime is waiting. Optimus tells Sam about the AllSpark fragment stolen, but Sam objects, saying that it's not his war, and he has his own problems. Ravage meets up with the Constructicons aboard the Bayos freighter and Long Haul, Mixmaster, Rampage, "Ze little one" and Ravage journey to the bottom of the Laurentian Abyss, where Megatron's dead body lay. The USS Topeka submarine tracks the Decepticons. Once on the sea floor, Ravage ejects Scalpel from a compartment in his chest, who examines Megatron and demands the death of "Ze little one" for spare parts. Scalpel then uses the AllSpark shard and brings Megatron back to life. Megatron flies to the Nemesis, his master's ship, and tells this cryptic Decepticon that he has failed him. The Fallen then explains to Megatron the truth and orders him to capture Sam Witwicky. Meanwhile, Sam has a mental breakdown in astronomy class and calls Mikela about it. At the same time in Mikela's motorcycle shop, the toy truck, named Wheelie, transforms and tries to figure out the combination to the safe Mikela put the AllSpark shard in. Mikela catches him and burns his left optic with a blowtorch. Wheelie reacts to this calling Mikela a "crazy bitch". Mikela then puts him in a toolbox and takes him with her on the plane to Princeton University, where Sam is. At Princeton, Sam goes into his dorm and starts writing Cybertronian hieroglyphics all over the place. Alice then arrives and seduces Sam, but Mikela arrives and catches Sam and Alice french kissing, making Mikela leave. As soon as Sam tries to leave, Alice chokes Sam with her five-foot tounge. Mikela and Leo hear Sam screaming and comes back to see what's going on. Sam, Mikela, and Leo leave the dorm and close the door. Alice then transforms into a robot and attacks the trio in a library, firing way too many pulse blasts. Outside, Mikela kills Alice by running her over. The group escape in Mikela's car, but some military helicopter picks them up and drops them at a nearby factory.In the factory, Starscream slices the car in half and spits on everyone. Megatron then appears and drops Sam onto the hard ground and holds him down with claw pincers on his fingers, saying that it feels good to grab his flesh. He then orders a retarted German microscope to inspect Sam for more information about the Energon source they can find. After a quick inspection, the little retard

 declares they must have the brain on the table. As the little lunatic prepares to drill into Sam's cranium, Optimus Prime and Bumblebee arrive and save Sam. Megatron follows Optimus Prime to a forest, where they fight. Megatron then calls Starscream and Grindor, and they arrive. Prime is forced to a three-on-one battle with Starscream, Grindor, and Megatron. Prime punches Megatron and slices off Starscream's arm. He manages to rip Grindor's face in half. Megatron then impales Prime in the chest. The other Autobots arrive to late, but fend off the Decepticons. In Los Angeles, Starscream and Megatron discuss on top of a building that they shall reveal themselves to the humans once and for all. In space, Soundwave tells the Decepticons it's time to mobilize. Many meteors arrive in diffrent countries, like France, where Ron and Judy Witwicky are on vacation. A Decepticon protoform captures Ron and Judy. Mudflap and Skids meet up with Sam, Leo, Bumblebee and Mikela at a remote location. The Fallen and Megatron hack into New York's central power station, displaying The Fallen's threat on global televisions. The next day, the group travel to New York City at Tova Simmons' meat deli, where "RoboWarrior3000" resides. Revealed to be former Sector Seven agent Seymour Simmons, Simmons closes the deli early and takes the group to the basement, saying that he stole all Sector Seven's files and Frenzy's decapitated head before it was terminated. Simmons then reveals photos of Transformers that have been on Earth for centuries. Mikela then brings Wheelie, who identifies the vehicles as Seekers. Once Wheelie pinpoints the locations of all of them, Simmons picks the one closest. Sam, Simmons, Leo, Mikela, Bumblebee, Skids, and Mudflap travel to Washington D.C., at the Steven Udar F-Hazy National Air and Space Museum Annex. The humans follow Wheelie to the Seeker. Simmons' radiation tracker scans the SR-71 Blackbird, which Wheelie tells Sam to point the AllSpark shard at. The SR-71 Blackbird then transforms and reveals his name: Jetfire. Jetfire bashes his way out the museum and talks with Sam. Sam then shows Jetfire the Cybertronian symbols. Jetfire teleports the group to Egypt, where Jetfire tells them of The Fallen, and gives them a clue to finding the Matrix of Leadership: When the dawn alights the dagger's tip, Three Kings will lead the way. The group then go to Jordan, where they enter a large tomb. Skids and Mudflap then argue. They are thrown out by Bumblebee. Fortunately, their bickering caused a hole in the wall. Bumblebee fires at the crack, revealing the Tomb of the Primes. Sam holds the Matrix of Leadership, but it crumbles to dust in his hands. Sam puts this in a sock. NEST/Autobot forces then arrive in Egypt with Optimus' body. Sam and Mikela sprint to Jordan, where NEST forces, who cover Optimus Prime's massive corspe. The group then arrive in Cairo. NEST fires flares into the sky, so the group can pinpoint them. Starscream catches the group's exact location, and fires at them, making Leo cry, forcing Simmons to tase him. This forces the group to split up: Sam, Mikela, and Bumblebee . Simmons, Mudflap, Leo and Skids make a diversion to attract the Decepticons. NEST forces set up an ambush for the 13 Decepticon protoforms. In a construction quarry that Simmons, Leo, and the Twins are in, the Constructicons arrive and combine into Devastator. In Cairo, Starscream, Megatron, Scrapper, Mixmaster, Long Haul, and Ravage search for Sam and Mikela. Once Sam kills an Insecticon, the Decepticons sense it and find them, ending up as a chase. Ironhide, Arcee and Chromia are sent as an advance team to recover Sam. Meanwhile, Devastator starts up his vortex grindor, and ends up sucking in Mudflap. Mudflap breaks out of Devastator's left optic and shoots him up. Devastator then knocks out the Twins, and Skids loses his golden tooth. Sam and Mikela find Sam's parents, but a strange red bulldozer is next to Ron and Judy. When Sam regroups with his family on the other side, everyone hears a noise on the right side of the wall, Rampage suddenly jumps in, demanding the Matrix of Leadership, but Sam tricks him and Bumblebee comes in and kills Rampage. Bumblebee drives Ron and Judy somewhere safe. Jetfire then arrives and slices up Mixmaster, but Scorponok comes in and badly wounds him, but he gets crushed. Meanwhile, Simmons calls the military and orders a heavy gundown on Devastator. The USS Kidd fires it's experimental prototype rail gun, which destroys Devastator. In Cairo, Sam is shot at by Megatron, which "kills" him. He then has a vision that he is with the Dynasty of Primes. They tell Sam a Prime is born not made. This makes the Matrix dust come together and form the Matrix of Leadership. Sam uses this to resurrect Optimus Prime. The Fallen then teleports there and steals The Matrix. At the Great Pyramid of Giza, The Fallen uses his telepathy and destroys humvees and tanks. Jetfire, hardly believing he's seeing a living Prime, sacrifices his parts, which Jolt fuses onto Optimus. Optimus then flies up to the now uncovered Solar Harvester and destroys it with one shot. Optimus shoots half of Megatron's face and chops off his arm. He then rips off The Fallen's chin. He ends The Fallen's wrath once and for all by tearing off his helmet and ripping his spark out. Optimus Prime concludes the film by proclaiming that the Transformers and the humans now share an untold history but wil combine despite their differences.