ROTF's teaser poster

Transformers: Revenge of the Fallen is the first of two planned sequels to Transformers. 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", a secret military unit created to eliminate the remaining Decepticons, and Sam is starting college and trying to leave his Transformer-laden past behind. The Decepticons are regrouping, however. Megatron is restored to life, and his master, The Fallen, schemes to activate an energon-producing Solar Harvester on Earth, which will destroy the planet and provide the Decepticons with enough energon to raise an army. The Harvester's location, and the means to activate it, are hidden within Sam's mind, leading the Decepticons to wage war across the Earth as they hunt down the human. Witwicky turns to some unlikely allies to escape and survive. Ultimately, the last of the Primes defeats The Fallen, destroys the Harvester, and proves the Autobots' greatest power is found in their unexpectedly-ancient alliance with the humans.

Director Michael Bay set out to greatly expand the film's scope with settings ranging across the globe, and a much larger cast of Transformers, with over 40 robots in all.

Revenge is mine!

—The Fallen

Japanese title: Transformers: Revenge
Chinese title (Taiwan): 'Transformers: The War of Revenge
French title: Transformers: La Revanche (Transformers: The Revenge)
German title: Transformers: Die Rache (Transformers: The Revenge)
Italian title: Transformers 2: La Vendetta del Caduto (Transformers 2: The Revenge Of The Fallen)
Polish title: Transformers: Zemsta Upadłych (Transformers: Revenge of the Fallen Ones)
Russian title: Transformery: Mest' Padshikh, cyrillic: Трансформеры: Месть падших (Transformers: Revenge of the Fallen Ones)
Serbian title: Transformersi: Osveta Poraženog (Transformers: The Revenge Of The Fallen)
Spanish title: Transformers: La Venganza de los Caídos (Transformers: Revenge of the Fallen Ones)
Swedish title: Transformers: De Besegrades Hämnd (Transformers: Revenge of the Fallen Ones)
Brazilian title: Transformers: A Vingança dos Derrotados (Transformers: The Vengeance of the Defeated)
Portuguese title: Transformers: Retaliação (Transformers: Retaliation)

Synopsis[edit | edit source]

In 17,000 B.C., a group of human hunters discover Transformers already on Earth, building a machine. One of the Transformers 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, in a secret team named NEST under the command of the US military, but also incorporating soldiers from other countries such as the United Kingdom. Officially, the US government still keeps the Transformers' existence a secret. NEST is hunting down the Decepticons on Earth. A region of Shanghai, China is evacuated to allow NEST to deploy with a cover-up of a toxic chemical spill occurring. As soldiers probe the region, they find the heat signature of the Decepticon Demolishor, who transforms and wreaks havoc on the roadways. His discovery prompts his partner, Sideways, to escape as well. Sideways is pursued by Arcee, Skids, and Mudflap, although Sideswipe, waiting for the Decepticon, eventually slices him lengthwise in half. Optimus Prime is airlifted to Shanghai and chases Demolishor through the city with Ironhide. Optimus shoots Demolishor several times in the head, while Ironhide shoots out his wheels, causing him to crash and fall off a bypass, badly injuring himself in the process. Before Optimus kills him, Demolishor delivers the cryptic message: "The Fallen shall rise again." Meanwhile, Sam Witwicky is preparing for his move to college and dealing with his bipolar mother. His father is looking forward to enjoying a holiday in Paris, and Mojo has a new canine companion named Frankie. Sam is on the phone to his rather snarky girlfriend, when he finds a splinter of the All Spark lodged in his "D-Day shirt". He experiences a brief flash of images before the splinter burns him. Dropping it, Sam sees the floor catch fire as the splinter burns its way down to the kitchen, where it brings numerous kitchen devices to life. These appliancebots make their way to Sam's room and attack. He escapes to the garden, where the bots pin Sam and his father behind the water fountain. After Bumblebee has destroyed the kitchen robots (and part of the Witwickys' house with them), Sam hands the All Spark shard to Mikaela. His mother demands Bumblebee leaves. Sam then tells Bumblebee to join the other Autobots, as both of them need to move on. Sam and Mikaela have a slight scuffle over who should say the words "I love you" first, but they kiss and move on. Sam leaves for college, and no one notices a toy car in the lawn. It detects the splinter and signals Soundwave, who is stationed in orbit around Earth, disguised as a satellite, and Soundwave orders the truck to follow the girl.

Meanwhile, NEST is in a video briefing with General Morshower, Chairman of the Joint Chiefs of Staff, when they are visited by National Security Advisor Theodore Galloway, who has been dispatched to relay the President's concerns over the casualties in Shanghai. As Optimus relays the warning of "The Fallen", Soundwave takes control of the satellite transmitting the message. Galloway dismisses the threat, convinced that the only reason the Decepticons are interested in Earth is because of the presence of the Autobots. Therefore, he suggests that they may leave the planet. Optimus says that, yes, they will, but also warns Galloway that he may be wrong. During the conversation, Galloway reveals the location of the All Spark shard Optimus Prime had picked up after killing Megatron, and the location of Megatron's remains in the Laurentian Abyss.

Sam arrives at college with his parents and meets his roommate, Leo Spitz, who operates a conspiracy website and is convinced that alien robots are hiding on Earth. Sam feigns ignorance and goes to see if he can get another room, but his hunt is interrupted by his father and mother, the latter of whom has unwittingly purchased some marijuana-laced brownies. In the corridor, Leo points out Alice, another student he has the hots for. Sam is more concerned with tracking down his mother, who by now is roaming the school, informing random people about the state of Sam's virginity.

Soundwave dispatches his minion Ravage to Earth, where he infiltrates the NEST base on Diego Garcia. Ravage horks a swarm of microcons into an ventilation outlet, and they swarm down to the chamber where the All Spark shard is being held. There they combine into Reedman, who steals the shard and joins Ravage in a rapid escape.

Although he's due to have a webcam date with Mikaela, Sam is dragged to at a frat party by Leo. He suffers some sort of attack, seeing alien symbols which he is trying to write on a table with cake icing when he's approached by Alice, who attempts to seduce him. When Bumblebee shows up, she takes a ride with Sam, but Bumblebee does everything he can to convince her to leave, up to and including spraying her with an unidentifiable yellow liquid. Bumblebee then takes Sam to Optimus Prime, who tells him of the theft of the All Spark shard and asks Sam to speak with the government on their behalf. Sam refuses, saying that he has his own problems and does not believe that he is the right person for this task.

At the Laurentian Abyss, Ravage meets up with several Constructicons, who have placed themselves aboard a cargo ship, then dives with them to the bottom of the ocean, where the US military has dumped Megatron's remains. Using the shard and spare parts from one of the Constructicons (who is presumably killed), "The Doctor" is able to revive Megatron, who promptly travels to one of Saturn's moons, where the Nemesis is being used as a base by the Decepticons. He is awaited by Starscream, who is overseeing the spawning of a new army of Decepticons. After beating Starscream for leaving him to die, Megatron presents himself to his master, The Fallen. Although Megatron believes he has failed, The Fallen reveals that when the Cube was destroyed, the knowledge within the All Spark was instead transfered to Sam, and with it the means to locate a device capable of creating vast amounts of Energon. The Fallen commands Megatron to retrieve the boy and kill Optimus, the last of the Primes and the only person who can defeat The Fallen.

As he sits in Professor Colan's astronomy class, Sam suddenly reads through the entire reference book in a matter of seconds, before interrupting the Professor's lecture to scrawl more of the strange symbols on a blackboard and deliver a speed lecture on higher physics. After the Professor throws him out, he realises that the effects he's been experienceing may be linked to touching the All Spark shard. When he calls Mikaela to warn her not to touch it, the the toy-truck Decepticon tries to steal the shard, but Mikaela captures the tiny Decepticon. Mikaela promptly boards a plane to see Sam.

Alerted to multiple Decepticon contacts, NEST mobilises, but the Autobots are already on their way somewhere, and refusing to answer calls from their human comrades. Leo and Alice find Sam in the dorm room, freaking out and covering the walls with glyphs. Alice pushes Leo outside, and when Mikaela arrives, she finds Sam and Alice in what appears to be an intimate moment. It soon turns out, however, that Alice is a Decepticon as well. Mikaela, Sam and Leo flee as Alice hunts them, devastating the campus library; Mikaela eventually defeats her by slamming her into a tree with a hotwired car. The three humans try to get away but are captured by Grindor and delivered to the waiting Megatron in an abandoned building. Megatron orders "The Doctor" to remove Sam's brain in order to access the information from the All Spark shard, but Optimus Prime and Bumblebee arrive to free the three humans. Prime takes Sam and flees, but is soon overtaken by Megatron, Starscream and Grindor. In the subsequent battle, Prime kills Grindor but is impaled by Megatron and dies. The other Autobots arrive, saving Sam and causing Megatron and Starscream to retreat.

With the Decepticons unable to locate Sam on their own, Megatron decides that a show of force is in order to compel the humans to turn Sam over to him. Soundwave relays the mobilization order to the Nemesis and then tracks down Ron and Judy Witwicky in Paris. Decepticons, joined by The Fallen, enter Earth and cause massive damage in their transition forms, destroying a naval carrier in the Atlantic Ocean and attacking Paris, kidnapping Sam's parents. In a hijacked TV broadcast around the world, The Fallen reveals his existence to the world's public and demands Sam be surrendered to him. A manhunt for Sam is launched.

Sam, meanwhile, is hiding out with Mikaela, Leo, Bumblebee and the Autobot twins, Skids and Mudflap. Leo complains loudly about the strange turn his life has taken of late, and Sam rightly tells him to shut the hell up.

The Autobots return to the NEST base, where they are surrounded by the military. Galloway tells them that he has placed in charge of NEST, which is to cease all activities relating to the Decepticons. NEST is being stood down, and they are all to return to Diego Garcia, while the military draws up a coordinated multinational strategy, buying time by negotiating with the Decepticons. Though Lennox tries to argue, it's futile as Galloway pulls rank. Ratchet says the Autobots should leave Earth altogether, but Ironhide points out that it's not what Optimus would want.

Feeling guilty for Prime's death, Sam decides to solve the mystery of the symbols he's been seeing. The Autobots identify the symbols as Cybertronian, but since the language predates their existence, they cannot translate them. Leo eventually suggests they may ask his rival, "Robo-Warrior", owner of a competing website, for help. To everyone's surprise, Robo-Warrior turns out to be none other than Seymour Simmons, former agent of Sector Seven. Simmons reveals that the Transformers were on Earth some time ago, as symbols similar to those Sam is obsessed with have been found on numerous excavation sites around the world, and that Sector Seven discovered evidence that several Transformers stayed on Earth for some time. However, in order to read the symbols, they may need a Decepticon. Mikaela then interrogates Wheelie, who identifies the symbols as the Language of the Primes, and suggests they may track down one of the ancient Seekers, the Transformers believed to be on Earth. Wheelie identifies one as being nearby, in Washington, D.C. At the Smithsonian National Air and Space Museum, they discover an old Decepticon named Jetfire, disguised as an SR-71 Blackbird. After some initial confusion on his part, Jetfire explains he has defected to the Autobots, inspiring Wheelie to follow suit. When Sam finishes writing down the symbols, Jetfire says that they were part of the Seekers' mission, and he opens a space bridge and teleports himself as well as Sam, Mikaela, Leo, Simmons, Bumblebee and the Twins to Egypt. He explains that thousands of years ago, the Transformers arrived on Earth on an exploratory mission under their original leaders, the Primes. The Primes had come to build a solar harvester, a device which can create Energon, the Transformers fuel, by destroying suns. The Primes had a single rule of never destroying a star with a living bearing world, but one of the Primes, forever known as The Fallen, despised the humans and tried to activate the machine. The Primes were unable to defeat their brother, but instead stole the Matrix of Leadership, the key needed to activate the harvester, and gave their lives to seal it in a tomb made of their own bodies. Jetfire further explains that only a Prime can hope to defeat The Fallen, and with the death of Optimus, they are doomed. Sam suggests that they may use the Matrix to revive Optimus Prime, which is backed up by Jetfire. They head towards Giza, dodging Egyptian police on the way.

In New Jersey, NEST are loading up to return to Diego Garcia when Simmons contacts Lennox to relay information about the new quest, and co-ordinates where they can drop Optimus's body. Lennox and Epps decide to trust the new information and go against their orders. Sam's group passes through a checkpoint, allowing Soundwave to poinpoint their location, but they reach the Pyramids of Giza, where they pick up the next clue, pointing to Jordan.

On the NEST aircraft, Lennox tricks Galloway into bailing out of the plane. Back in the US, General Morshower receives a communique from Lennox, and arranges to have assets in the target area.

In Petra, Sam's group discovers the Tomb of the Primes. Inside, Sam finds the Matrix, which instantly crumbles into dust into his hands. Sam collects the dust regardless, and he and Mikaela return outside where Simmons and Leo have spotted the NEST team parachuting into Egypt to begin preparing for battle near the pyramids.

Before Sam and the others can get back to Lennox and his people, the Decepticons start their attack. Bumblebee, Simmons, Leo, and the Twins draw their fire while Sam and Mikaela make a break for the soldiers. The Constructicons merge into Devastator, who proceeds to swallow Mudflap. Mudflap, however, is able to free himself, together with Skids, they try to slow Devastator down. While the Autobots and NEST fight the Decepticons, Starscream leads several other Constructicons in a search for Sam, and intending to use Sam's parents to lure him into a trap. Falling into the trap, Sam offers to hand over the Matrix dust to the Constructicon Rampage, but only to stall for time until Bumblebee is able to attack and destroy the Decepticon. Ravage attacks Bumblebee from behind, but is killed as well. Sam then orders Bumblebee to get his parents to safety while he and Mikaela try to reach Optimus Prime's body. A remote drone relays pictures back to Morshower, who launches Operation: Firestorm, ordering an immediate launch of pretty much everything they can muster. In the meantime, Devastator has begun to to take apart the pyramid that has been built around the Harvester. Simmons calls a navy ship off the coast of Egypt and orders the use of a railgun. Meanwhile, Sam finally meets up with Lennox and Epps, but they're pinned down by Mixmaster. Jetfire arrives and kills Mixmaster and Scorponok, but is mortally wounded by the smaller Decepticon. Simmons relays Devastator's coordinates to the Navy, who score a direct hit on the giant with their railgun. Devastator is torn to pieces and topples from the pyramid. After an air strike takes out most of the other Decepticons, Sam makes a dash for Prime's body, but is caught in the blast of a shot fired by Megatron. While paramedics try to reanimate him, the Matrix dust gets spilled across his hand, and Sam encounters the dead Primes in a vision. The Primes tell him that he was destined to find the Matrix and save the life of the last Prime. Sam returns to life, which is enough to get him and Mikaela to admit that they love each other, and the dust in his hand turns back into the Matrix, which which he is able to revive Optimus Prime. Just then, The Fallen teleports himself next to Optimus Prime, grabs the Matrix, and teleports himself to the pyramid, where he uses the Matrix to activate the Harvester. The soldiers and armored vehicles begin firing on the pyramid, but The Fallen raises the heavy weaponry with his telekinetic powers and destroys it all. Dying, Jetfire offers his parts to Optimus Prime, and then rips out his own Spark. Ratchet and Jolt then proceed to turn Jetfire's remains into a battle armor for Optimus Prime, who is then able to destroy the Harvester. Optimus then faces Megatron and the Fallen. After a brief but intense battle, Optimus defeats Megatron and kills The Fallen. After the death of his master, Megatron, who has been severely damaged in the battle, follows Starscream's suggestion and retreats. With the battle won, the Autobots, NEST, Sam and his friends return to the USA on board an aircraft carrier. Upon his return, Sam continues to attend college, while Optimus Prime sends another message detailing recent events, so the shared past of Humanity and the Autobots will not be forgotten as it was before.

Quotes[edit | edit source]

"Gotta wonder... if God made us in his image, who made him?"

Epps, as Galloway first witnesses Optimus' transformation.

"We've shed blood, sweat, and precious metal together." "Soldier, you're paid to shoot, not talk." [muttering] "Don't tempt me."

Epps is not really happy with Galloway's plan to get rid of the Autobots.

"So let me ask: If we ultimately conclude that our national security is best served by denying you further asylum on our planet, will you leave peacefully?" "Freedom is your right. If you make that request, we will honor it. But before your President decides, please ask him this: What if we leave, and you're wrong?"

Galloway makes the U.S. government's position on the Autobot refugees clear, while Optimus Prime counters with a pointed argument of his own

"No, uh, it's just this friend of mine went to get you a tighter shirt." "There is no tighter shirt! We checked!"

Sam tries to deflect a pair of frat boys

"Sam, fate rarely calls upon us at a moment of our choosing."

Optimus Prime, trying to convince Sam Witwicky to become involved in the conflict once again

"I know you’re pissed. I know you’re pissed because I tried to kill you and it's completely understandable. If somebody tried to kill me, I’d be upset, too."

Sam Witwicky tries to relate with Megatron, to no avail.

"Is the future of our race not worth a single human life?" "You'll never stop at one. [Unsheathes his left blade] I'll take you all on!"

Megatron tries to justify killing Sam, but Optimus Prime disapproves based on the potato chip theory. The most epic beatdown of the film ensues.

Sam: "These symbols gotta mean something. Like a message... or a map. A map to an energon source. Can you guys read this?" Skids: "Read?" Mudflap: "Nuh-uh. We don't do a lotta reading."

—Literacy with Skids and Mudflap.

"Beginning. Middle. End. Facts. Details. Condense. Plot. Tell it."

Simmons demands more coherent exposition from Jetfire.

"One man, alone..." "Stop saying that!" "...Betrayed by the country he loves." "Oh, my goodness, I'm in the car with you. You're not alone!"

Simmons being, well, himself, much to Leo Spitz's distress.

"Now I claim your sun!"

The Fallen does the standard "I claim victory before I have actually won" bit.

"You picked the wrong planet! Give me your face!"

Optimus Prime warns The Fallen of his violent fetish.

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

Starscream pitches his usual battle plan to an unusually receptive Megatron.

"Our races united by a history long forgotten and a future we shall face together. I am Optimus Prime, and I send this message so that our pasts will always be remembered. For in those memories, we live on."

Optimus Prime's closing narration.

Cast[edit | edit source]

(Numbers indicate order of appearance.)

Autobots Decepticons Humans Other
  • Optimus Prime (Peter Cullen)
  • Bumblebee
  • Ironhide (Jess Harnell)
  • Ratchet (Robert Foxworth)
  • Sideswipe (Andre Sogliuzzo)
  • Arcee Team
    • Arcee (Grey DeLisle)
    • Chromia
    • Elita-1 (Grey DeLisle)
  • Skids (Tom Kenny)
  • Mudflap (Reno Wilson)
  • Jolt
  • Jetfire (Mark Ryan)
  • Wheelie (Tom Kenny)
  • The Fallen (Tony Todd)
  • Megatron (Hugo Weaving)
  • Starscream (Charlie Adler)
  • Soundwave (Frank Welker)
    • Ravage (Frank Welker)
    • Microcon(s)/Reedman (Frank Welker)
  • Scalpel(John Di Crosta)
    • 2 Fly-like probes
    • Worm-like probe
  • Insecticon
  • Devastator
    • Mixmaster (2)
    • Scavenger
    • Scrapper (2)
    • Hightower
    • Unamed track loader
    • Overload
    • Long Haul (2)
    • Unamed dump truck
    • Rampage (2)
  • Demolisher (Calvin Wimmer)
  • Scrapmetal
  • Sideways
  • Alice (Isabel Lucas)
  • Grindor (Frank Welker)
  • Unamed Bonecrusher look-alike
  • Scorponok
  • Protoform army
  • Sam Witwicky (Shia Labeouf)
  • Mikaela Banes (Megan Fox)
  • Leo Spitz (Ramon Rodrguez)
  • Seymour Simmons (John Turturro)
  • Major William Lennox (Josh Duhamel)
  • Master Sergeant Robert Epps (Tyrese Gibson)
  • Ron Witwicky (Kevin Dunn)
  • Judy Witwicky (Julie White)
  • General Morshower (Glenn Morshower)
  • Theodore Galloway (John Benjamin Hickey)
  • SASF Agent Graham (Matthew Madsen)
  • Professor Colan (Rainn Wilson)
  • Fassbinder (Jonathon Trent)
  • Sharsky (Walker Howard)
  • Tova Simmons (Annie Korzen)
  • Appliancebots
    • Blender
    • Ejector
    • Dyson Vacuum Cleaner
    • Microwave
    • Waffle Iron
    • Cappuccino Machine
    • Garbage Desposal
    • Hand Mixer
    • Stand Mixer
    • CISCO Aironet
  • Dynasty of Primes
    • Prime #1 (Michael York)
    • Prime #2 (Kevin Michael Richardson)
    • Prime #3 (Robin Atkin Downes)
    • 3 Other Primes

(2) means that Constructicon has a double that does not combine with Devastator. (Rampage's double is red instead of yellow.)

Community content is available under CC-BY-SA unless otherwise noted.