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They're baaaaaaack.

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.

Japanese title: Transformers: 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")
Brazilian title: Transformers: A Vingança dos Derrotados ("Transformers: Revenge of the Defeated")
Russian title: Transformery: Mest' Padshikh (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: The Revenge of the Fallens")
Swedish title Transformers: De Besegrades Hämnd ("Transformers: Revenge of the Fallen Ones")
Portuguese title Transformers: Retaliação ("Transformers: Retaliation")



"Sloppiness is bad, cleanliness is good!"

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Please discuss this issue on the talk page or append this tag with a more specific message.
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And please add some proper pictures from the film in the proper space.
C'mon Decepticon punk!

It is revealed that thousands of years before Optimus Prime and the other Transformers arrived on Earth, a race of ancient Transformers 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 the 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, 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.

He'd use yellow tape like everyone else, but it's too small for him to see it.

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 Jolt, Arcee, Sideswipe, and the twins Skids and Mudflap. While on a mission in Shanghai to kill Decepticons Sideways (who is killed by Sideswipe) and Demolishor (shot in the face by Optimus), 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 safekeeping, and leaves her and Bumblebee behind to go off to college. Upon arrival, Sam meets his college roommate Leo Spitz, who runs an extraterrestrial conspiracy website, and Alice, a co-ed who makes sexual advances towards him. Back home, Autobot-turned-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 get information 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 Long Haul and Mixmaster (who kill one of their own for parts, as none were available). Megatron flies into space and reunites 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 Scalpel (known as "The Doctor") prepares to remove Sam's brain, but Optimus crashes through the ceiling while Bumblebee bursts through the wall. A short firefight ensues as Bumblebee fends off Starscream, allowing the humans to escape, while Optimus lands, pulling out his second gun, preparing to take on Megatron. Optimus takes on both Starscream and Megatron in a barrage of shots and as Starscream is sent reeling from a few close shots, Optimus fires a single round which sends Megatron through a wall. Optimus collects Sam while Megatron flees and they head towards a forest as Bumblebee evacuates the rest of the humans. Megatron quickly catches up, engaging Optimus in close-quarters combat while exchanging insults and punches. Decepticon reinforcements quickly arrive and 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, AGAIN Starscream!

After Optimus Prime's death, Megatron orders a full-scale assault on the planet. The Fallen speaks to the world by transmitting a television transmission from a satellite hacked by Soundwave 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 Seymour 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 teleports the group to Egypt where Sam's hand gets injured during the ejection. Jetfire explains the history of The Fallen and that the tomb of the Primes is located in the surrounding desert, and only 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 until 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 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' 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, concealed 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, whom he killed. 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 they send him back.

The dust reassembles to form the Matrix, which Sam uses to revive Optimus. However, The Fallen jumps into the fray and steals the Matrix shortly thereafter, rendering Optimus 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, enhanced capabilities, Optimus destroys the Solar Harvester by shooting it down and takes on both Megatron and The Fallen. After severely damaging Megatron, Optimus faces off against The Fallen and kills him by tearing away part of his faceplate then forcing his fist through his torso and crushing The Fallen's spark with his bare hands. Megatron and Starscream retreat and Megatron vows 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.


(Numbers indicate order of appearance.)

Autobots Decepticons Humans Others


Sideswipe: Damn, I'm good.

Sideswipe, we've figured that.

Ironhide - Punkass Decepticon!
Optimus - Any last words?
Demolisher - This is not your planet to rule! The Fallen shall rise again!
Epps - That doesn't sound good.
Optimus - Not today... (shoots face off)

Demolisher sure knows how to make a plot hole.

Megatron: Even in death there is no command but mine! Scene change to The Fallen's Chamber Megatron: My master, I have failed you.

Megatron claims absolute command, then immediately drops to a knee in front of his absolute leader. Quite a confused 'Con.

Wheelie: Ow! That's my eye you crazy bitch!

—Yeah, but when you attempt to burgle a Warrior Goddess, what do you expect?

Leo: They're REAL?!

—This coming from the guy who said the Internet doesn't lie on those videos he keeps posting.

Mikaela: Kiss this, bitch!

—If Wheelie saw that scene, he'd be wetting himself.

Leo: Can I just sit and watch? I'll eat my pizza quietly!

—More proof that Leo is one disturbed man.

"Hello, Professor! I'll do anything for an 'A'!"

Judy Witwicky feeling the effects of her "environmentally friendly brownies" which is just marajuana...

Megatron: Is the future of our race not worth a single human life?
Optimus Prime: You'll never stop at one. I'll take you all on!

—Humans are like potato chips. You can't have just one.

Seymour Simmons: "What is going on?"
Leo: "How many times can you get tased in the nuts before you can't have kids? You know!

—Like Leo ever WILL have kids.

"Itchy, wretched, rust in my aft!"

—Rust, huh? OIL SLICK!

"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! Dignity, dammit!"

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

"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.)

Mudflap: "Nobody messes with the twins!"

—This coming from the guy who was nearly turned into slag by a mean robot.

"I'm gonna bust your face up!"

Mudflap doing the only useful thing he did in the entire movie.

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

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

"Die like your brother!"
"They were your brothers too!"

The Fallen and Optimus Prime. Talk about brotherly love.

Jetpower Optimus Prime: "I rise, you fall!"

The Fallen living up to his name again.

Jetpower Optimus Prime:"Give me your face!"

—Geez, first Bonecrusher, then Demolisher, now your brother?!

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

—You'd know all about that, wouldn't you, Starscream?

"You're Optimus Prime. You don't need me."

Sam expressing the feelings of many fans.


This film has been rated PG-13 in the United States for intense sequences of sci-fi action violence, robo-gore, language, crude , and brief drug material and sexual material. In the United Kingdom, the film was rated 12A for the same reasons.



  • 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 3,000 miles away from Egypt, primarily in India and Bangladesh, which are in Asia.
  • When Skids and Mudflap transform, (in their Ice cream truck form) there are popsicles falling out of Mudflap's half, but they mysteriously disappear in the next scene.
  • 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. Admittedly, as Tony Todd actually sounds this way, it is difficult to tell if any of his speech is modified.
  • When Megatron transforms and lands on the radio tower, he clearly lands facing the tower. Yet in the next scene, he's seen with his back to the tower. A close observation and slower frame shows the answer: basically, it's a complete graphical cheat.
  • In the flyover shot of the barge on which the four Constructicons sit, a red bulldozer, a concrete mixer, a green dump truck and a yellow front-end loader are visible. After the flyover shot, the yellow loader disappears and is replaced with a yellow Volvo excavator, and the red bulldozer has changed to a yellow bulldozer.
  • The Super Stallion being doesn't feature the nose radar bulb like Pave Low. However, the bulb is featured on Grindor, who transforms into a Super Stallion instead of a Pave Low, during the forest battle in the film.
  • After Optimus ripped Grindor's face, his headless body is without the propellers.
  • 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?!
    • It's actually the Davis-Monthan Airforce Base's graveyard, located in Tucson.
  • 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 are no deserts in New Jersey. Also, the C-17's read Altus, a base that is NOT in New Jersey.
  • After the first fight with Optimus Prime, a bird's-eye view of New York City is shown. However, a scene later, Megatron and Starscream are seen on top of a Los Angeles building.
  • After Grindor is killed by Prime, his body is seen without the helicopter propellers.
  • So, Devastator is too heavy to stay on his legs and has to support himself with hands, but is light enough to climb on the pyramid without crushing its walls?
    • Well, there's a Sun Harvester under it, so maybe it wasn't built by humans, but by Transformers? But anyway, the walls are absurdly thin, which can be seen when the Fallen stands on top of the destroyed pyramid. Most likely, they wouldn't survive Devastator's "trip".
    • The walls of a pyramid are very, very thick. They were only thin near the top where the sun harvester stuck out. Also, the pyramid wall is slanted, so if Devastator was too heavy, he would have slid down, not crushed the wall. He was supported by his own grip.
  • When The Fallen gets the Matrix, he was not holding his staff. But when The Fallen makes the military vehicles float, he was shown holding his staff.
  • In some scenes, the Transformers were seen to have 'battle damaged' parts, but when they transform, the broken parts returned to normal, such as Optimus Prime, who had the glass on his chest smashed.
  • During the Air Force bombarding of the Decepticons in Egypt, Ironhide, barely in one piece, gets clear of the explosion but loses his left cannon. Later, right after the Fallen steals the Matrix from Optimus, that same cannon is shown on Ironhide's left arm again.
  • Leo claims he accidentally tased himself in the nuts, but if you look closely, when Leo tripped over the guard's foot and the taser touched him, it was around his abdominal area.
  • When Wheelie scans the United States map to show the locations of the Seekers, Simmons says that the closest one is in Washington DC; However, DC is not even scanned. The closest location is actually more like Trenton, New Jersey.
  • When Optimus gives up Jetfire's parts, he also gives up huge rifle on his right arm, but when his fighting The Fallen, that rifle isn't there. He only uses it to destroy the Solar Harvester and shoot The Fallen once. And that smaller gun which first was attached to his left arm, appears on his right arm before cutting into The Fallens face.

Continuity errors


  • Sam got shot by Megatron and died, understandably, and then was brought back to life by the Primes. But, instead of having broken bones, he just gets up and revives Optimus Prime. He should have taken time to do this, as he just died and came back to life. He doesn't have superhuman abilities, no metallic bones of special parts. His body structure is average.
    • Maybe the Primes healed any broken bones he had. If they have the power to resurrect a worthy human, they might as well include the full deal.
  • It's clearly established in the first film that Cybertronians had nothing to do with humans. The sequel directly demolishes this by claiming that Cybertronians have been here before.
    • It's possible, though, judging by Optimus Prime's introduction speech, that he simply didn't know this, and though he clearly knew The Fallen and about the Sun Harvestor, he was unaware of the shared history of the two races and that there was a Harvestor on Earth. It's presumable that he learned it during the course of the movie, most likely a short time before coming to rescue Sam from Megatron.
  • 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?
  • If Transformers are radioactive, wouldn't Sam have debilitating brain damage after all that time riding around inside Bumblebee?
    • Answer: Low levels of radiation would not be harmful, even in the long run. The average human is exposed to about 360mrems each year.
  • 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. It seems we have a second, unspecified resurrection.[sarcasm]
    • Note: Scalpel doesn't count because is too small to be detected by sonar.
  • When Bumblebee fights Skipjack 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.
  • USS Theodore Roosevelt (CVN-71) is sunk by the crashing of the Decepticon Protoforms. She displays the identification number "74" instead of the proper "71". To add confusion, USS John C. Stennis (CVN-74) shows up later in the film displaying the number "71"! It is possible that adjustments to the images of the numerals on these ships were to be made using CGI, but were forgotten.
  • 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.
    • Answer: they were after the info in his brain — but when did the Decepticon learn that the Allspark has merge into his brain and sent Alice there?
  • Though Sam's hand is injured after Jetfire transported them to Egypt, his hand is professionally bandaged, which can be only done by a doctor or someone with a high degree of medical knowledge.
    • Even though Sam's injury is due to Shia LaBeouf's real life injury of his hand, this scene is apparently way too weird.
    • And where did the bandages come from anyway?
  • When Jetfire is told he is on "Earth", he reacts like he has never heard of the planet at all. However he is able to teleport the humans very close to the "unknown" location of the Tomb of the Primes and describe the epic battle that took place.
    • It's unclear how old Jetfire is, but we can assume he arrived on Earth under his own power sometime (for some reason), perhaps he just forgot where he was.
    • More than likely, he knew where the Solar Harvester was, and so he must have used the space bridge to teleport there instead.
  • 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.
    • In addition to that, both of these thirty-foot-tall intelligent metallic aliens are having this casual chat about revealing themselves to the humans whilst standing atop a building in the middle of a DENSELY POPULATED CITY. That renders the entire "Robots in Disguise" concept a little moot.
  • 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.
  • Leo was tasered by Simmons when he started whining in the desert scene, and yet he steps out of Bumblebee minutes later as though nothing happened.
    • The effects of some taser are only last a couple minutes.
  • Somehow, Devastator's vortex generator was powerful enough to suck up a people carrier (which would easily weigh more than a ton or a few) and NOT two humans. Also, as Devastator starts his vortex, Leo desperately clings onto a pole for dear life. Yet, a short time later, he and Simmons are now running away from Devastator, even though the sound effect of the vortex clearly indicates that the vortex was running stronger than before.
    • Also worth noting: Simmons cleverly figures out that they're safe under Devastator and suggests running there.... when Devastator could very easily restarted his vortex and welcomed all of them if it were not for Mudflap who unexpectedly burst out of his face.
  • Sam somehow suddenly knows the Fallen's name. The twins and Wheelie couldn't possibly have told him the name for obvious reasons: only the very old ones have even heard of the name.
  • When they reach the main exhibit in the museum, Simmons claimed they incapacitated five guards; they only took out two.
    • Maybe Simmons incapacitated the other three offscreen.

Not actually an error


  • If N.E.S.T team can weed out and pinpoint Decepticons from all over the world, how did they not find the four Constructicons who sat directly above Megatron's remains?
    • It's possible that the Constructicons were shielding their signals, like the Autobots were shielding theirs after Optimus Prime's death, according to Starscream.
  • Sam's paranoid roommate makes a reference to a Transformer battle in Los Angeles, but the battle in the first movie took place in fictitious Mission City. It's possible that a battle took place in Los Angeles some time between the two movies, but it's not clear. However, this is still possible considering that Lennox said that NEST has been working for two years. Also, if you type "Mission City" in Google Earth, it will take you to downtown Los Angeles.
  • So, an AllSpark shard can be used to revive Megatron, yet neither Sam nor the Autobots thinks to use the last remaining shard to resurrect Optimus in the first place? Sure, the Autobots don't EXPLICITLY know that the Decepticons used the AllSpark fragment to revive Megatron, but that event immediately followed them stealing the fragment, so they could have put two and two together. Besides, when Wheelie instructs Sam to use his fragment to revive Jetfire, why doesn't ANYONE in the room think of Optimus? It's possible that this wouldn't have worked; perhaps Jetfire was simply in stasis lock, and perhaps Megatron wasn't actually killed by the AllSpark (or perhaps he could be resurrected by the AllSpark because most of it had been fused with his spark). Either way, it's a massive plot oversight.
    • The shard used to revive Megatron is much bigger than the sliver Sam found in his sweatshirt. Of course, this is possible since they're two different shards.
    • The Autobots didn't think the fragment would actually revive Optimus, given that the whole AllSpark destroyed Megatron in the first movie.
  • When Grindor is carrying Sam, Mikaela and Leo, he doesn't seem to care that Sam is hanging on to the car and could fall. Megatron needs Sam so he can extract the information he needs.
  • There are a few 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 previous film.
  • In the scene where the Autobots (in alternate modes) are chilling in the hangar, Jolt is missing among them. He shows up later in one of the two shots of the Autobots dispersing into teams, and again when Optimus' body is dropped off at the NEST headquarters. Perhaps a late arrival?
  • 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.
  • How did Megatron know WHICH boy absorbed the knowledge of AllSpark? The Fallen only told him that it was absorbed by "the human child." child. Then again, only Sam and Mikaela would be in any sort of position to absorb the AllSpark. Megatron knows right away who The Fallen is talking about, or can make a pretty good guess. Megatron clearly doesn't consider Mikaela a possibility, but considering that he never really crossed paths with her in the first film, it makes sense that he wouldn't think of her. Megatron is not a chauvinist, we promise.
  • The Decepticons foolishly use the Witwickys to bring Sam close to Rampage rather than actively 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. It could be to lure Starscream away.
  • 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. In fact, not a single person even seems to bother about Sam: no uproars, no mobs, nothing, to capture Sam. And after the massive, impossible to cover up endfight, no one deigns to ask Sam why his face appeared on every connected screen in the world. Apparently his entire college campus live in some kind of disconnected bubble-dimension.
    • That, or everyone was blind and/or deaf.
    • It's unknown that if Sam was hounded by people asking why he showed up on TV, because we only saw ten seconds of him back in college.
  • 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. Unless those files look like trash papers and Frenzy's head as some kind of figure for decoration.
  • Even though the Constructicons merged into Devastator, we can see Long Haul, Mixmaster and Scrapper among the fighting Decepticons in the climax battle. This can be explained by the fact that there are possibly multiple copies of each Constructicon, which might also explain both Demolishor and Scavenger both having the Terex excavator Altmode.
  • We know that in the first film, the only human-made weapon that can damage Transformers is the Sabot round, and yet during the Egypt battle, Lennox and his men are clearly seen rushing into battle armed with conventional weapons. What's even stranger is how these weapons seemed to be actually effective against the Decepticons (several Protoforms seemed to have been killed by normal machine gun fire whilst others were clearly damaged by said weapons). Maybe advances were made in human technology during the two-year gap between the two films? But we know that even if this is possible, the Autobots had nothing to do with it as Optimus clearly stated that sharing their knowledge on advanced weaponry would end badly with the humans. Perhaps humans are not so reliant on alien weaponry as we might think?
  • As with the first film (and all other media, in fact), the Transformers go through all the trouble of disguising themselves as normal vehicles, but still keep their insignias on obvious parts (e.g. as part of their paint job or hood ornaments)? Now that the human governments are aware of their presence, who's going to fall for it?
    • This is probably to help keep them secret from the general public, seeing as they're classified and all.
  • There are several problems regarding The Fallen. When Optimus Prime is killed by Megatron, The Fallen senses it from Nemesis, pulling himself free from his throne and says, "The last Prime is dead." There's clearly a direct connection between the Primes and whatever force has kept The Fallen in his throne, but who put him there? The six other Primes sacrificed themselves to protect the Matrix of Leadership, and it's implied that there were only seven Primes in the film, and he asserts that "only a Prime" can defeat him... so who was powerful enough to imprison The Fallen?
    • The Fallen wasn't imprisioned, the chair he was in helped him absorb Energon, because over the years he has lived he has lost his streigth.
  • The fact that The Fallen was trapped does explain why he doesn't appear in the first film.
    • The Fallen wasn't in the first film because he was gathering his strength.
  • Jetfire says that Optimus Prime must be "a great descendant" of the Primes. This throws into question the idea of "descendants" and how Transformer reproduction works in the live-action film universe. Also, if The Fallen and his brother were Primes, and if Optimus and Megatron are literally brothers (per the end of the first film), wouldn't that already make Megatron a Prime? (Since he killed Optimus Prime.) Or can Transformers be adopted? It's a very fuzzy concept.
    • Also, if Megatron is indeed a Prime by default, what does this make Sam?
    • Maybe Megatron is the "illegitimate" brother of Optimus, and just plain jealous of him for being a Prime while he (Megatron) was Commander-In-Chief of the Cybretron Army.
    • Or Optimus thinks of all Transformers as siblings so he calls them all brothers (or sisters.)
  • Alice's mass does not crush Sam when she is on top of him, even though every part of her besides the organic shell is made of metal. Some viewers had a problem with this.
    • Maybe Cybertronian metal is lighter?
  • When some Autobots transform, all the scrapes and marks are visible, but when they're in alt mode, they're perfect like brand new cars.



  • Frenzy's head is intact in a glass container even though it was destroyed.
    • In the official prequel "The Veiled Threat", Simmons is shown to be experimenting on Frenzy's head and Frenzy speaks.
  • In the previous film, Optimus Prime seemed not able to match Megatron in strength, but in Revenge of The Fallen, Optimus Prime is overwhelming Megatron in forest battle. Even after Megatron calls Starscream and Grindor for help, Optimus is still able to take care of them. So either Megatron was still weak from two years of rusting, or Optimus had been training for two years, or Optimus was holding back in the previous film due to the fact that he was fighting Megatron in a heavily populated city.
  • There is an interesting "Full Circle" concept in this film; Near the beginning of the film, the Decepticons revive Megatron via taking the parts of a fellow Decepticon, and merging the last Allspark fragment with his spark. Near the end of the film, Sam revives Optimus Prime in a fashion that almost "mirrors" Megatron's resurrection, except with the Matrix, and a fellow former Decepticon sacrifices his parts to Optimus so he can defeat the Fallen. Both leaders also rise from their graves in the same fashion; sitting up and putting the weight of their upper bodies on their right arm as they start to get up.
  • In some movie trailers, Optimus Prime says the quote: "We've kept much from you, Sam." However, he never says it in the movie itself.

Transformers references

  • Optimus Prime gets killed off, eventually. Don't worry, he will be back online very soon, but much later than his Animated incarnation, whose death only lasted for 75 seconds.
  • Optimus Prime killed Demolishor in a manner that slightly resembles the way Megatron gave Ironhide a final blow in the film The Transformers: The Movie.
  • Like last time, Sam got interrogated by the Decepticons again.
  • Mudflap gets drawn into Devastator's suction vortex, similar to the way Optimal Optimus got pulled in 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.
  • 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".
  • For some reason, the Transformers demonstrate many organic actions, such as Starscream spitting, Bumblebee crying, Jetfire farting a drag chute, and dying bots leaking fluids like humans drip blood. (The glowing 'blood' may be Energon, but this is unconfirmed even as they were leaking it in the first movie as well.)
    • Also, when Optimus gets his faceplate smashed by Megatron, it seems to release some darker fluid.
      • Megatron does the same thing after getting a blast from Prime's jet-boosters trough the wall.


  • Alice is based on the concept of the Pretender.
  • Jetfire defected to the Autobots from the Decepticons, just like Skyfire, his Generation One counterpart.
  • Jetfire mentioned his father is a wheel, which could be a reference to Scrounge, whose alt mode is a wheel.
  • 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 robotic form, Alice's tongue at the tip of her tentacle seems to remain fleshy. Ewww.
  • Wheelie acts like a perv? Hmmm...

Real-world references

  • When Megatron returns to the Nemesis, the place in the scene slightly resembles the nest of the Alien.
  • Jetfire's quote "I'm too old for this crap" is quite similar to Riggs's and Murthaug's "I'm too old for this Sh*t" from Lethal weapon
  • 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.
  • When The Fallen and his army crash into the aircraft carrier, it sinks much like the RMS Titanic did in the 1997 film Titanic, and features similar scenes.
  • 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. Don't tell Joe Biden!
  • As the group descends into Simmons' basement, Leo mentions his fear of Swine Flu, as they pass the dead pigs in the meat locker.
  • When Sam is "killed", Mikaela tries to bring him back by admitting she loves him. This may be a reference to the film The Matrix as Neo is killed by Smith (played by Hugo Weaving just like Megatron). Apparently anything Hugo Weaving does can be undone with love.
    • Additionally, this is the second time that a character played by Weaving has a squid-like robot invasively implanted into the orifices of an interrogation subject - the first time having been in The Matrix as well.

Transformers sequel and the 2007-2008 Writers Strike

In late 2007, during preproduction for the 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]


  • 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.)
    • Megatron is a self-proclaimed, undisputed leader, yet he only calls one his master: The Fallen. Undoubtedly like the relationship between Darth Vader and Emperor Palpatine from Star Wars, except Megatron does not revolt against the Fallen and kill him.
    • The Decepticon Protoform that gets his head shot off, and in so doing, fires some stray shots, reveals "T-1000" on his right arm as he falls.
  • 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.[3]
  • So far, all the Transformers live-action films feature a concept car in each of them. In other words, a car that hasn't been manufactured but is in design. The first film features the 2009 Concept Camaro for Bumblebee, and the sequel features a 2010 Corvette Stingray for Sideswipe.
  • They spent to much time on Megan Fox, and not the Transformers or plot!
  • Different from the previous film, no Autobots get killed of this time, technically.
  • Here's the body count of the film:
    • Optimus Prime: Three kills; Demolishor, Grindor and The Fallen
    • Jetfire: Two kills; Mixmaster and Scorponok
    • Sideswipe: numerous kills; Sideways and some Decepticon protoforms.
    • Megatron: Three kills; Optimus Prime, Sam and a helicopter
    • Bumblebee: numerous kills; Ravage, Skipjack, and the Appliancebots.
    • Long Haul: One kill; Jordanian helicopter
    • Bonecrusher look-alike: Two kills; pink and purple Arcee
    • Mikaela: One kill; Alice
    • Sam: One kill; an Insecticon.
    • Constructicons: One kill; Scrapmetal - may not count since he is one of their own.
    • The Military: Many, Many Decepticon protoforms.
    • Ironhide: Some Decepticon protoforms.
    • Ratchet: Some Decepticon protoforms.
    • Jolt: Some Decepticon protoforms.

External link

  • Dreamworks/Paramount's Transformers Movie website
  • Interview with Michael Bay at
  • Revenge of the Fallen Quotes -
  • Ten Things About Transformers Revenge of the Fallen That Didn't Make Any Sense at


  1. Robert Orci discusses the strike & TF2
  2. Don Murphy message board - Orci on the aftermath of the strike
« Revenge of the Fallen

Film - Toyline - Video Game

This article uses material from the "Revenge of the Fallen (film)" article on the Transformers wiki at Wikia and is licensed under the Creative Commons Attribution-Share Alike License.

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