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Transformers: Revenge of the Fallen (2009) More at IMDbPro »

The following FAQ entries may contain spoilers. Only the biggest ones (if any) will be covered with spoiler tags. Spoiler tags have been used sparingly in order to make the page more readable.

For detailed information about the amounts and types of (a) sex and nudity, (b) violence and gore, (c) profanity, (d) alcohol, drugs, and smoking, and (e) frightening and intense scenes in this movie, consult the IMDb Parents Guide for this movie. The Parents Guide for Transformers: Revenge of the Fallen can be found here.

Transformers are fictional alien robots coming from the planet Cybertron. Transformers are divided into two factions, the heroic Autobots (led by Optimus Prime) and the evil Decepticons (almost always led by Megatron). They are able to "transform", rearranging their bodies into common or innocuous forms, including vehicles (the most commonly known form), devices or animals. They can also appear as Pretenders by taking a human appearance. Beyond that, they can displace mass (i.e. shrink and expand, though the live action films tend to avoid this in favour of following physics), combine with one another, and apply synthetic flesh. This ability to transform is reflected in the programs' taglines "More Than Meets the Eye" and "Robots in Disguise". All Transformers stories and characters, in a range of media, have been based around this core concept since their debut in 1984.

Transformers: Revenge of the Fallen is actually based on the Transformers toy series . The Transformer toyline gained popularity in the 1980s as toys that could be transformed from vehicles, animals, and other devices into various action figures. Based on the popularity of the Transformer toyline, there have been a number of spinoffs, such as several comic books series, animated movies, and even a TV series Transformers (1984-1987). Transformers: Revenge of the Fallen is the second movie in a live action adaption of the Transformers franchise by director Michael Bay . The first movie in Bay's adaptation, Transformers , was released in 2007.

There is some continuity between the two films, and the main characters were established in the first film. Therefore, it is best to have seen the first before watching this. It is not crucial, however; being a family film, nothing is hugely complicated.

The name is a double entendre of sorts. It refers to the fallen Decepticons AND a new character aptly named, "The Fallen." The Fallen is an ancient Transformer whose real name has been lost in time, and only known now as "The Fallen." The character was created by famed Transformers writer Simon Furman and first appeared in the Dreamwave Comics "War Within" title in October 2003. The story carries with it Biblical similarities, with The Fallen being one of 13 Original Transformers created by the Transformer God Primus. These Transformers have supernatural abilities and are capable of transcending space and time. The Fallen is so called because his designated role was to observe the crumbling of order into chaos. This drove him away from the others, and he found a new master in the eternal enemy and twin of Primus, Unicron the "Chaos Bringer". He was imprisoned for his treachery, only to escape and serve as a forerunner to his master.

Transformers come from the planet Cybertron, a metallic sphere (after being terraformed) that (in the movie continuity) used to be sustained by the All Spark. Transformers (called Cybertronians as a species name) have their own civilization and customs, which has generally existed for a very long time (tens of millions of years). In fact, many Transformers themselves are millions of years old, having extremely long life spans and power reserves. They are usually depicted as being born from 'protoforms' (blank shells) and after being given Spark (their life force) they develop into their own bodies and age via upgrades and their bodies wearing down over time. Despite being robots, they do show cases of 'sexual dimorphism' in that there are Transformers with distinctly 'male' and 'female' traits (and some individuals even form romantic relationships).

In the February 2009 issue of Empire magazine, director Michael Bay revealed that the plot involves Sam Witwicky discovering some details about Cybertronian history that is coveted by the Decepticons and an ancient demonic Transformer known as "The Fallen." Two years after the first movie, Sam is preparing to go to college and the Autobots are working with the Human soldiers from the last film under a new organisation titled 'NEST', in which they hunt down any Decepticons detected on Earth. Although the Allspark Cube has been lost, the Decepticons are preparing a devastating counterattack. Hidden in the Allspark shard is the location of a device on Earth which can create new energon by destroying the Sun. The Decepticons, led by the Fallen, plan to use this energon to raise an army. The Autobots hope to stop them. Bay has stated that the next teaser in front of Friday the 13th (2009) will reveal most of the plot.

Humans returning are: Sam Witwicky (Shia LaBeouf), Mikaela Banes (Megan Fox), Captain Lennox (Josh Duhamel), Sgt Epps (Tyrese Gibson), and Agt Simmons (John Turturro). Transformers returning are: Optimus Prime (Peter Cullen), Ratchet (Robert Foxworth), Bumblebee (Mark Ryan), Ironhide (Jess Harnell), Starscream (Charles Adler), Megatron (Hugo Weaving) and Scorponok.

The there are two different styles of music used in the film's final trailer. Around 14 seconds into the beginning, Linkin Park's new song "New Divide" is playing, and towards the end, "Scorponok" from the first film's score is playing. It is composed by Steve Jablonsky. New Divide is now available on iTunes as of on Monday, May 18th.

The writers of the IDW movie comics have been working closely with the writers of the movie and related adaptions to make sure that what is presented does not conflict with what is seen on screen. So, in short, yes. Although they are not a necessity in order to watch the movies. However, this does mean that due to the events of the comics, certain characters will not be appearing in the film itself, due to being killed off or being otherwise elsewhere. These comics include;

*The Movie Prequel, which details the events of the All Spark being launched from Cybertron, it's pursuit by Megatron and their discovery by human explorers on Earth. It goes through the various decades up until the year 2003, where Bumblebee first lands on Earth followed by the Decepticons. This was later adapted into the DVD-exclusive animated comic 'Transformers: Beginnings'.

*The Reign Of Starscream; set mostly immediately after the first movie, it mainly shows what Starscream was up to after flying into space. It shows his attempts to gain control of the Decepticons on Cybertron, before failing and ending up back on Mars.

*Alliance; also set after the first movie, but focused more on the human characters and the Autobots as they set up the N.E.S.T organization for hunting down Decepticons. It ends immediately where the sequel begins; with them ready to hunt down the Decepticon, Demolisher in Shaghai. The novel, 'The Veiled Threat' is stated to take place during these events.

*Defiance; set before the events of both the first movie and the Movie Prequel, this details how the war between the Autobots and Decepticons started in this continuity and also hints to how the character of The Fallen ties into the story.

The cast list is available on the movie's main page. Rumored to be voicing characters but not appearing on the cast list are, Their possible for the sequel.

Grey DeLisle voicing Arcee.

Jason Griffith voicing Sideswipe.

Tarah Paige

RETURNING AUTOBOTS

Optimus Prime - The Autobot leader. He retains his alternate mode of a blue Peterbilt truck with red flame decals. He is seemingly killed by Megatron, but is brought back to life after receiving the Matrix of Leadership. He then uses parts from Jetfire to destroy the Harvester and fight Megatron and The Fallen. He manages to wound Megatron and the overpowers and kills The Fallen.

Bumblebee - The Autobot who befriended Sam and disguises himself as his fifth-generation Chevrolet Camaro. Bumblebee's voice is still healing and he still uses radio soundbites to express some of his emotions.

Ironhide - The Autobot weapons specialist who transforms into a GMC Topkick. He helps Optimus bring down Demolisher in the beginning of the film.

Ratchet - The Autobot medic who transforms into a search and rescue Hummer H2.

NEW AUTOBOTS

Arcee - A female Autobot who transforms into a pink Ducati 848 motorcycle, she and her sisters were seen in both teaser chasing after Sideways. Only Arcee is addressed by name in the movie, however the others are given names in the toyline.

Chromia - Arcee's sister, she transforms into a blue Suzuki B-King 2008 motorcycle.

There is a third purple MV Agusta F4 motorcycle, it is unknown of who she is, some people believe it could be Firestar or Moonracer. This purple one is seen getting hit by fire from Decepticons in the final battle after telling Sam that they would cover his path to Optimus; but is does not appear that she was killed.

Mudflap and Skids - Also known as The Twins, They start the film by combining into a pink and white ice cream van. Skids makes the front end of the van, while Mudflap makes the back. These Autobot infiltrators later on upgrade to a green Chevrolet Beat (Skids) & a red Chevrolet Trax (Mudflap). Mudflap is very hyperactive, while Skids believes himself to be the smarter of the two and tries to come across as mature, but nevertheless appears unable to keep quiet.

Wheelie - A blue radio-controlled toy monster truck. Wheelie initially serves the Decepticons, but because he is frightened of them he joins the Autobots.

Jolt - A blue Chevrolet Volt. Being an electric car, Jolt's weapons are a pair of electric whips. He was a last-minute addition to the cast as General Motors, the film's car supplier, wanted to promote the Volt. The writers had already wanted to include the car in the script before the Writers Guild strike, so they had to work out a character that would fit well within the Autobot team afterwards and convince Bay to approve the addition. Jolt has very little screen-time in the movie; his only prominent moment being when he uses his electric whips to help Ratchet attach Jetfire's body parts to Optimus.

Sideswipe - A silver Chevrolet Corvette Stingray Concept. He is an expert fighter with his swords and tries to get in close with his opponents. After Arcee and her sisters failed to stop Sideways from escaping, Sideswipe arrives and swiftly slices the Decepticon in half (whilst he is still in vehicle mode).

Jetfire - A self-described mercenary, an ancient former Decepticon who transforms into a SR-71 Blackbird. His wounds and age have made him choose to become an Autobot. He sacrifices his life so his parts can be combined with Optimus to give him the strength needed to destroy The Fallen.

RETURNING DECEPTICONS

Megatron - The Decepticon leader. Killed and thrown into the Laurentian Abyss(along with Blackout, Brawl and Bonecrusher) in the first film, he is resurrected by the Constucticons (one of which is sacrificed for the process) and The Doctor as a Cybertronian tank that can also fly. He has become stronger as a result of absorbing the Allspark fragments that originally killed him. When reviving the character, the writers chose not to rename him Galvatron so as to not confuse the general audience. Megatron survives the events of the film; retreating into space with Starscream after The Fallen is killed. Megatron reluctantly complies with this, whilst as the same time noting that ''this isn't over''. The comic book adaption shows him returning to the Nemesis and awakening more Decepticons from stasis.

Starscream - The Decepticon air commander who transforms into an F-22 Raptor. He flew into space at the end of the previous film, and now returns bearing Cybertronian symbols on his body due to his coronation. He led Megatron's armies in his absence, but is relegated to second in command when his leader returns to life. He again, survives the events of the movie; suggesting himself to Megatron (in a manner very reminiscent of his G1 counterpart) that they retreat after The Fallen is killed.

Scorponok - A metallic scorpion-like minion of Blackout, he dissapeared into the sands and losing his tail after a battle with Lennox and his team in the first movie. Scorponok hid in the desert and repaired his tail. He reappears in the final battle in which he attacks and badly wounds Jetfire, before he is destroyed by the ancient Transformer.

NEW DECEPTICONS

The Fallen - One of the original thirteen Primes who created the Transformers, he was banished and stripped of his name for his willingness to destroy life in the search for new Energon. It is he who corrupted Megatron into forming the Decepticons. His toy transforms into a Cybertronian aircraft but he only appears as a robot in the movie. He is first seen in the movie recovering from his long imprisonment aboard the Decepticon ship, the Nemesis. He instructs Megatron to find Sam Witwicky and also tells him that only a Prime can defeat him; and that Optimus is the last one left. The Fallen regains his strength after Optimus is seemingly killed by Megatron and heads to Earth with more Decepticons. After arriving in Egypt, he attempts to power up the recently revealed Harvestor, but is stopped by Optimus Prime, who fights and kills him.

Soundwave - Megatron's intelligence officer. He appears as a Cybertronian spy satellite that exploits the military's own communications network, coordinates the Decepticon offensive, and deploys Ravage. The Soundwave toy has robot, jet and satellite capabilities, but he only appears as a satellite in the movie.

Ravage - A minion that resembles a large one-eyed jaguar that transforms into a missile. Ravage is one of the minions of Soundwave, and is launched into the sea near NEST's base to retrieve the Allspark shard. The original growls and snarls by Frank Welker from the G1 series are being used in Ravage's new incarnation.

He is later ripped apart and killed by Bumblebee during the climax in Egypt, after attempting to attack him from behind.

Grindor -This Decepticon transforms into a MH-53 Pave Low, a robot greatly similar to Blackout from the 2007 movie. Grindor shares both Blackout's MH-53 Pave Low helicopter alternative mode, and his robot model, being only differentiated by a lighter paint job and different head model, he was mistaken to be Blackout in the movie but since Blackout was not seen resurrected, its safe to assume its Grindor, his name is Grindor in the toyline but in the movie his name was never mentioned.His role is very short, as he is the one that takes Sam and his friends to Megatron and the Doctor. He is killed by Optimus during the forest fight.

Sideways - A silver Audi R8. He is hiding with Demolishor in Shanghai, China until he is discovered by the Autobots. He was shown crashing through a building and into an alley, before transforming and racing away from Arcee and her sisters. He is destroyed by Sideswipe in the beginning of the movie.

Demolishor - A red Terex O&K RH 400 hydraulic mining excavator, who is the protector of a small Decepticon community in Shanghai. shown in both the TV spot and teaser trailer smashing through an overpass in China, while another shot in the teaser trailer shows him Transforming into his robot form, along with shots of him swatting helicopters out of the sky. He is killed by Optimus and Ironhide in the beginning of the movie, before his death his last words are "The Fallen shall rise again" after which Prime shoots him one final time in the head.

''Constructicons / Devastator'' - A 46 feet (14 m) tall (hunched over) massive robot formed by several combining construction vehicles, who walks in a four-legged fashion resembling a gorilla. He is physically unable to stand upright, but would be 100 feet (30 m) to 120 feet (37 m) tall if he did. Gears and turbines in his body produce a suction vortex in his mouth which devours machinery and debris. He also uses grappling hooks to climb the giant pyramid in the final battle because his size prevents him otherwise.

In the first film, the name "Devastator" was mistakenly given to Brawl, a tank (Brawl may have called himself 'Devastator' because he thinks it sounds more threatening - much like Michael Bay's reason for giving him that name). Long Haul, Rampage, Mixmaster and Scrapper are seen heading down to the bottom of the ocean in hunt of Megatron's corpse, ultimately reactivating their fallen leader. One of the robots is cannibalised for parts to achieve this, the identified robot was confirmed as Scrapper. Not all of the Constructicons are seen in robot mode.

Mixmaster - The leader of the Constructicons. He transforms into a black and silver Mack cement mixer truck, forming the head. There appears to be 3 Decepticons who share the same form and resemblance that is Mixmaster. One of them is brought to life on a ship along with Scrapper, Longhaul, & Rampage. The other one is destroyed when Devastator is hit by the rail gun while on top of the pyramid, and the third is killed by Jetfire while he is in his "battle" mode.

Rampage - A yellow Caterpillar D9 bulldozer who forms the left leg. There appears to be 2 Decepticons with the same form that is Rampage, however the one that is referred to as Rampage, is the one who holds Sam's parents hostage and is soon after defeated by Bumblebee.

Scrapper - A yellow Caterpillar 992G scoop loader who forms the right arm. Again, their appeares to be 3 Scrappers, One of which was killed by his fellow constructicons brutally cannibalising his parts when Scalpel demanded more parts for rebuilding Megatron in the bottom of the Laurentian Abyss. In the film's climax, another Scrapper in vehicle mode is seen merging with the other six Constructicons to form Devastator; this one is killed when Devastator is destroyed by an experimental rail gun. The individual Scrapper is seen pursing Sam and Mikaela (in his robot mode) in Egypt during the final battle, he is killed with Long Haul after some fighter jets drop bombs on them.

Overload - A red articulated dump truck that forms the torso along with Scavenger.

Scavenger - A red Terex O&K RH 400 hydraulic mining excavator, closely resembling Demolishor. He forms the torso along with Overload.

Hightower - A yellow Kobelco CK2500 crawler crane that forms the left arm.

Long Haul - A green Caterpillar 773B dump truck, which forms the right leg. Long Haul's individual robot mode was designed by freelance artist Josh Nizzi as fan art of the original character. The fan art impressed Bay enough to hire him on to the film. There appears to be 3 Decepticons who share the same form and resemblance that is Longhaul. One of them forms the right leg of Devastator, another is brought to life on a ship along with Mixmaster, Scrapper, & Rampage, while the other was fighting the Autobots in the final battle in egypt. He is later killed along with Scrapper after fighter jets drop bombs on them.

*It should be noted that when it comes to the Constructicon toys that combine to make Devastator; for some reason, Overload is not Included. Only Mixmaster, Rampage, Scrapper, Scavenger, Hightower & Long Haul.*

Scalpel - A small, spider-like robot who turns into a microscope. He is a medic and scientist equipped with tools he is seen using to resurrect Megatron and extract All Spark data from Sam's brain. The other Decepticons call him "The Doctor". The packaging of his Scout-Class figure details he is skilled in dissecting and rebuilding almost any living organism. He is destroyed when Optimus and Bumblebee arrive to rescue Sam, Mikeala and Leo.

Alice - A Pretender who stalks Sam. She is portrayed by Australian actress Isabel Lucas Her origins are unknown in the movie, but the tie-in adaptations show her copying the appearance of an animatronic Alice in Wonderland model. Beneath her Pretender shell she is a dangerous humanoid robot with several weapons. She is killed by Mikela, who crashes into her with her car.

Reedman - Name not known. They are hundreds of tiny ball-shape insect size Decepticons that may be Insecticons. It turns out to be a robot formed by some nanobots dropped by Ravage, and can combine to form a cat-like robot similar to the first movie's Frenzy. The movie names this cat-like form "The Thin Man" or "Thinman," variously, his name is revealed to be Reedman.

Insecticon - Seen very breifly as a spy working for the Decepticons, He discovers where Sam and Mikela are hiding in Egypt, only to be ripped in half by Sam, which ultimatly tips Starscream off to their postion.

There will be other minor robots, including some robots who can transform into weapons and some cooking appliances brought to life by the All Spark shard, including the toaster bot from the Mountain Dew tie-in advert for the first film. There is also a brief cameo of Frenzy. His decapitated head is seen in a jar in Simmons' posession, with Simmons commenting that it is "still radioactive." Also Bonecrusher's vehicle mode from the 2007 film also makes a cameo appearance among the forces in Egypt.

Their are also two Decepticons that look alike (see here). Who they are is yet unknown.

Writers Roberto Orci and Alex Kurtzman have stated that their are ''10 un-named robots in this movie''. Several Decepticons with only Cybertronian forms feature in the movie and the final battle. An un-named Decepticon resembling Bonecrusher also features in this sequence.

Also seen in the movie are Decepticon protoforms (i.e. infant Transformers) aboard the Nemesis, where it is revealed by Starscream that lack of Energon means that they are dying.

Once the Matrix has been earned by good , anyone can use it even Decepticons which is why The Fallen teleported and stole the Matrix right after Sam earned it and brought Optimus Prime back to life.

Yes! As a preemptive measure, Paramount announced a July 4, 2011 release date for a third Transformers film before completion of Revenge of the Fallen. Bay responded, "I said I was taking off a year from Transformers. Paramount made a mistake in dating Transformers 3; they asked me on the phone, I said 'yes' to July 4, but for 2012. Whoops! Not 2011! That would mean I would have to start prep in September. No way. My brain needs a break from fighting robots." Like Revenge of the Fallen, Orci refused to guarantee whether he and Kurtzman would return to a sequel, because "we risk getting stale."

These are the Transformers that were not killed in the movie and have high chances of returning for the proposed sequel:

AUTOBOTS: Optimus Prime, Bumblebee, Ironhide, Ratchet, Arcee, Chromia, Moonracer, Wheelie, Skids, Mudflap, Jolt, and Sideswipe.

DECEPTICONS: Megatron, Starscream, and Soundwave.