Transformers: Revenge of the Fallen (2009) Poster


The submarine scenes were shot at the Point Loma Submarine Base in San Diego, California. Some of the extras were serving Navy sailors.
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John Turturro was allowed to climb the pyramids during filming in Egypt. At one point, he simply broke down crying. When Michael Bay questioned him, he said, "You just don't get to do this in movies. You don't get to shoot in a place that's 4000 years old."
Attending a preview of the film, Steven Spielberg is reported to have said upon seeing Devastator in Operation Firestorm, "That is fucking awesome!" Michael Bay was proud of the fact that he could make the normally well-mannered Spielberg swear.
The college scenes were shot at both the University of Pennsylvania and the Princeton University. However, neither school is named in the film, as both schools felt that the Judy Witwicky scenes were damaging to their image.
The massive air strike in Operation Firestorm was caused by a 1,000-gallon gasoline bomb. Special effects supervisor John Frazier spent seven months setting it up, longer than it took to shoot the whole film. The bomb made the Guinness Book of World Records as the biggest bomb ever filmed with actors close by.
According to Megan Fox, Michael Bay used multiple cameras in some scenes to film her from the front and behind: "I'm bent over airbrushing the bike, and I'm wearing these really short shorts. I thought I was performing the scene with the camera on my face, but he had a multiple camera going that was on a dolly, sliding in and out from behind me. My dialogue isn't even on camera!"
For the scene where Bumblebee blasts Sam's bedroom, an extension of the bedroom was built to be blown up, which would leave the original bedroom unscathed. But when the extension was blown up, part of the attic caught fire and the local fire department had to be called.
As of 2011, this film holds the record for the highest number of paid product placements, 47.
Judy Witwicky runs out of the house with a waffle iron on her head. The iron was supposed to be a member of the feral Transformers at the Witwicky home; it was too expensive to animate however and was omitted from the film.
The Decepticon Soundwave was originally meant to appear in the first film, but could not be properly reworked. He was a helicopter, but that was rewritten as Blackout; he then became a radio, then that was rewritten as Frenzy. His alternate mode in this film is a satellite, which fits his role as a communications officer.
When filming the Operation Firestorm scene where Leo rescues Simmons from Devastator's vortex Ramon Rodriguez endured artificially-generated 100-mph winds, which clogged his eyes with sand and dislocated his shoulder. It took him 45 minutes to clear his eyes.
Megan Fox cannot ride a motorcycle, so when she shot her riding scenes someone had to push her so that she could get a good start, and when shooting ended someone was always on hand to catch her bike.
The film shot for 4 days in Jordan, at Petra, Wadi Rum and Salt. The Jordanian royal family, who loved Transformers (2007), provided the Royal Jordanian Air Force for assistance.
Released on the 25th anniversary of The Transformers (1984).
John Turturro offered to voice Jetfire because he thought it would be a fun role.
A single IMAX shot (df250) would take almost 3 years to render on a top-of-the-line home PC running nonstop. If the entire movie was rendered on a modern home PC, you would've had to start 16,000 years ago (when cave paintings like the Hall of Bulls were created) to finish for this year's premiere.
On July 27, 2008, Shia LaBeouf and Isabel Lucas were in a car crash. One of LaBeouf's hands required surgery. Production was only delayed 2 days; Michael Bay filmed second unit scenes, and LaBeouf recovered a few weeks earlier than expected. Bay wanted the hand injury to be written into the story, but Roberto Orci said rewrites were done to protect his hand for the remainder of the shoot.
Near the end of filming, Shia LaBeouf hit a prop and injured his eye. His injury required seven stitches, and the doctor literally held up a thumb and forefinger and said "Blindness." LaBeouf said it was the most insane experience he'd been through, but he resumed filming two hours later.
On The Transformers (1984), Soundwave's distinctive voice was created by Frank Welker using his deep ominous Doctor Claw voice from Inspector Gadget (1983), and then filtering the voice through a vocoder. In this film, Welker's voice was not treated with a vocoder, but it was in the video game Transformers: Revenge of the Fallen (2009).
It took 140 terabytes to process the CGI for all the robots in this film.
The Forest Battle was filmed on Native American land in New Mexico. The filmmakers were permitted to destroy 12 real trees, and in return they planted 6,000 new trees. Michael Bay says on the director's commentary that being an animal lover, setting off explosives in a real forest was one of the more uncomfortable action scenes for him to direct.
The Twins were specially designed to reflect each other: Skids has an oversized left arm/eye and Mudflap has an oversized right arm/eye, and Skids's face is the top part of the Autobot face and Mudflap's face is the bottom part.
According to the ILM animators, Devastator is made of 52,632 pieces (more than 10 times the number of individual parts in an ordinary car), 11,716,127 polygons, and 6,467 textures, and took up 32 gigabytes of computer space. If his components were laid end-to-end they would stretch 13.84 miles. All the gold ever mined in human history could build a little more than half of it.
Ravage's first scene shows him leaping over the Diego Garcia beach. This scene is based on the famous image of a leaping Ravage that appeared as his original packaging art, was used repeatedly in the Marvel Comic, and is copied in coloring and story books.
Jetfire rants about how his father was a wheel, and did not transform at all. He is possibly alluding to the Autobot Scrounge, who appeared in the "Transformers" comics and whose alternate mode was a wheel.
White Sands Missile Range doubled for Qatar in Transformers (2007), and for Egypt in this one. This military installation is unique in that every weapon in the United States Army arsenal can be fired within its borders.
Michael Bay considered making Pain & Gain (2013) between Transformers (2007) and this film, but he "didn't want someone else to take his baby" and so stuck around to make two more Transformers films. He has been called on to direct the fourth one in 2014.
Bumblebee has only one spoken line in the film, which was seen in promotional footage; but for that reason it had to be removed from the film (it's where he talks to Sam in his garage). Mark Ryan was disappointed that the line had to be cut from the film.
While rendering Devastator, one ILM animator's computer reportedly overheated, and its internal circuitry melted.
Michael Bay's pet dog Bonecrusher, adopted during the making of Transformers (2007), can be seen at Mikaela's house.
During Operation Firestorm, the Twins grab onto a pipe. For a moment, a newspaper blows onto the pipe, on which a headline ("...STERIOUS ROBOT SIGHTED") and an image of a robot can be seen. The image is of the Decepticon Shockwave, who is seen in his The Transformers (1984) appearance. It also hints at his arrival in Transformers: Dark of the Moon (2011).
Tom Kenny, Reno Wilson, Mark Ryan and Jess Harnell have voiced both an Autobot and Decepticon. Kenny voiced Skids and Wheelie, Wilson voiced Mudflap and Frenzy, Ryan voiced Bumblebee and Jetfire, and Harnell voiced Ironhide and Barricade.
The animators designed Devastator's first appearance as "a scary transformation, where things are slamming together and getting pulled around. All seven vehicles shove themselves together and click into place as he grows into this giant, scary dude."
When Sam enters the dormitory, the website that is mentioned by his room mate, therealeffingdeal.com, actually takes you to the official site of Transformers 4.
The word "transformer" is heard only once in the film, used by Simmons in his bunker ("The Transformers, they've been here a long, long time."). Its derivatives are used by the Fallen and Jetfire.
Roberto Orci and Alex Kurtzman originally passed on this film due to scheduling conflicts with other films, but the studios returned to them after looking through the other writers' scripts and finding them unsatisfactory. However, they had only three weeks to write the script due to the 2007 Writer's Guild of America strike. Michael Bay and Shia LaBeouf expressed disappointment with the film due to the script's rushed treatment.
Egyptian government official and archaeologist Zahi Hawass, who loved Transformers (2007), got a personal promise from Michael Bay not to destroy buildings during filming before he granted permission to shoot in Egypt.
Megan Fox had lost weight before shooting, so Michael Bay prescribed a "cake diet" for her to follow. Within three weeks, Fox gained 10 pounds.
The Autobot Arcee was originally meant to appear in the first film, but was replaced with Ironhide because the writers thought robot genders would be difficult to explain. Afterward, they decided to include Arcee to please fans, and ignore the gender issue. Arcee's alternate mode was felt to be too small for her to be an effective warrior, so she got two partners, Chromia and Elita-1.
During production, Michael Bay attempted to create a misinformation campaign to increase debate over what Transformers would appear in the film, and try to throw fans off of the story of the film. According to Roberto Orci it didn't work.
In The Transformers (1984), there were two sportscar brothers named Sideswipe and Sunstreaker. Sideswipe had already been selected as a single character. When Michael Bay saw the Chevrolet Trax and Beat, he thought they looked good together and had the potential to be as cool as any big truck. The Twins were altered to miniature automobiles, and were renamed Skids (after the Autobot from the 1980s "Transformer" comics) and Mudflap (after the Transformers: Cybertron (2005) Autobot).
The ILM animators studied each others' eyes to get an impression of how to express emotion in the robots' optics (eyes). In the previous film, they'd relied on the light from the optics, in this film, they relied on the optics' movement to express emotion.
Over 1.25 million feet of film were shot.
During the beginning NEST scene when you see the British flag patch on the shoulder of Captain Graham (Matthew Marsden), the patch right under it says "If I tell you, I have to kill you".
The Fallen was originally considered to have an alternate mode: the Aurora, a mythical espionage aircraft. This was scrapped in favour of him having no alternate mode to represent him as primal and ancient. But, the fallen transformer toy does transform into the Aurora.
The film shot in Egypt for 3 days, primarily at the Giza pyramid complex and Luxor. According to Lorenzo di Bonaventura, the shoot was highly secretive: "A crew of 150 Americans and several dozen local Egyptians ensured a remarkably smooth shoot."
The Transformers were created with a mix of computer-generated imagery and props, including include a life-scale model of Bumblebee (the same used from the first film), a life-scale model of Optimus Prime, a life-scale puppet of robot-mode Wheelie, a model of the Matrix of Leadership, Jetfire's landing gear/cane, a puppet of Ravage, a puppet of Scalpel, Megatron's claw, and the Fallen's face. CGI was used extensively so scenes could be filmed easily.
Roberto Orci and Alex Kurtzman approached Leonard Nimoy to voice the Fallen while the three of them worked on Star Trek (2009). Nimoy voiced Galvatron, Megatron's successor, in The Transformers: The Movie (1986). Michael Bay was nervous about approaching a relative (Nimoy is married to Bay's cousin), particularly a famous one: "I just feel kind of bad about asking him. 'I can't pay you that much, but would you do this voice?'" Nimoy later got the role of Optimus Prime's predecessor Sentinel Prime in Transformers: Dark of the Moon (2011).
General Morshower is named after the actor who plays him, Glenn Morshower.
From the Autobot Sisters, the pink motorcycle is Arcee, the blue bike is Chromia and the purple motorbike is as Flareup; their toys are marketed and sold as such. However, Roberto Orci maintains that the Sisters are all Arcee.
The VFXperts believe Soundwave is their most interesting robot: "While he doesn't have a transformation, he is a combination of mechanical robotic pieces and these organic space-age tentacles. He will lock onto a satellite and as his tentacles search out, they lay out these very geometrically shaped and patterned tentacles akin to the structure you see on a circuit board. The bigger ones look like metallic rubber; the little ones look more like glass. They creep over the satellite almost like an L-system. You can see a very mathematical pattern as these guys learn where to go."
The Decepticon who steals the Allspark at the NEST base is named Reedman, because he was made out of hundreds of miniature bug-like robots (described as Microcons). The VFXperts described him as "a bunch of razor blades really, but cooler looking than that! He's able to orient himself in a particular axis to make himself invisible from that axis."
According to Michael Bay, the scene with Sam's baby booties was inspired by a personal experience in 2006, where his own mother found his baby shoes and gave them back to him.
Optimus Prime was originally going to appear with his iconic truck trailer, and would have combined with it as well; however changes to the script caused this concept to be scrapped. He finally got his trailer in Transformers: Dark of the Moon (2011).
Wheelie calls Mikaela "warrior goddess". "Mikaela" is the feminine form of "Mikael", a Hebrew name roughly meaning "god-like".
Beetlejuice was offered a voice acting role and met with Michael Bay. But the meeting did not go well and Beetlejuice angrily turned the role down.
The Dinobots, a faction of Autobots who took the forms of dinosaurs, received strong support from fans to appear in the film. Alex Kurtzman dismissed them as an unlikely concept for an alien robot film, but decided to reserve them for a sequel because of their popularity among fans. The Dinobots would appear in Transformers: Age of Extinction (2014).
Steve Jablonsky brought in his mentor Hans Zimmer and the rock band Linkin Park to assist in composing the musical score. The trio collaborated on making a musical score set to the band's song "New Divide".
On The Transformers (1984), the Constructicons transformed into construction vehicles, and could combine into the giant robot Devastator. In this film, there are two fleets of Constructicons: one fleet combines to become Devastator, the other fleet is disguised individual robots. Devastator was made a separate entity because it was not possible for the VFXperts, with the alien multi-segmented design used on the robots, to effectively design combining Transformers. Hasbro faced a very similar situation; they had to release the Constructicons and Devastator in two sets.
The interior design of the Nemesis was based on photographs of sawed-open bones, including marrow and vessels.
The photos of Seekers are a Ford Model T automobile, a B-24 "Liberator" bomber, an F-104 "Starfighter" jet, an "Albatross" D III biplane (Ransack, who appears only in the movie novelization), and an SR-71 "Blackbird" jet (Jetfire). These photos allude to the "Transformers: Evolutions" comics, where the Transformers awoke in the 1800-1900s and took the form of locomotives, steamboats, zeppelins, and other turn-of-the-century vehicles.
Sideswipe is the only automobile Transformer to have his chest formed from the back of his car mode (all other automobile Transformers have their chests formed from the front of their car mode). He is also the only Autobot to have his voice actor changed - he is voiced by André Sogliuzzo in this film, and was voiced by James Remar in the sequel.
The Forest Battle and Operation Firestorm were shot with IMAX cameras. Because of the increased resolution, it took ILM animators 72 hours to render one frame of those scenes.
Believe it or not, this is the second film/sequel Steven Spielberg produced that has a testicle-related joke. The first was Men in Black II (2002) which had Agent K taking on a Balchinian.
According to the film's sound editor Erik Aadahl, the audio FXperts used inventive techniques in this film:
  • the Microcons Ravage expels from his body make a quivering zinging sound, the amplified sound of a couple of magnets tossed in the air and clacking together

  • the Insecticon Sam holds in his hand makes a chirping noise, made from the vibrating hum of Aadahl's own shaver

  • the creaking of Jetfire's joints were formed from opening a stove door

  • and the stomping noises Devastator makes was created from slamming a dryer door.

Michael Bay brought his mother with him to Petra for the shoot, to show her around.
According to writers Roberto Orci and Alex Kurtzman, the appearance of the Fallen was meant to lead into the arrival of the Fallen's master, the planet-devouring Transformer Unicron, in Transformers: Dark of the Moon (2011). When they turned down the third film, however, that plotline was scrapped.
The animators modelled Devastator's stooped stature and lumbering movements after a gorilla.
Shooting started the day after Transformers (2007) won the MTV Movie Award for Best Movie.
According to Roberto Orci, Jonah Hill was offered the part of Leo Spitz, and even received a copy of the script, but negotiations fell through.
Roberto Orci and Alex Kurtzman chose the Fallen as the film's primary antagonist because they felt he was the most elemental villain (he was originally seen in the "Transformer" comics as an apocalyptic god-like robot) and would make a fine master for Megatron.
Megatron's alternate mode in this film is an alien tank. This combines events from The Transformers: The Movie (1986) (he was resurrected as Galvatron, whose alternate mode was a tripod laser cannon/pistol and later an Israeli Merkava tank) and the 1980s Transformer comics (he was resurrected as a tank).
Ravage's alternate mode in The Transformers (1984) was a tape cassette, but that was considered old-fashioned. He retains his robotic panther form throughout the film.
Teresa Palmer was originally cast as Alice.
Frank Welker recorded Soundwave's lines in French and Italian for the dubbed versions of the film.
In Operation Firestorm, Simmons talks with the destroyer USS Kidd. This was the name of a ship that was decommissioned in 1945 after taking a direct hit from a Kamikaze plane. It now serves as a war museum in Baton Rouge, Louisiana.
In the Transformers saga, a space bridge is a portal that connects certain points in space, to allow for easy transportation. In this film, it is an ability (used by Jetfire and the Fallen) to teleport to certain places.
Bumblebee continues to use his radio to communicate, even though at the end of Transformers (2007) he was able to speak briefly. The writers liked Bumblebee's radio ability and wanted to use it again, so the movie comic ''Transformers: Alliance' (#3) explains that Bumblebee's voice processor was damaged again in a battle with Starscream.
Anthony Anderson, who played Glen Whitman in Transformers (2007), was considered to voice the Autobot Jolt.
Peter Cullen, the original and film voice of Optimus Prime, was originally going to appear in this film as Prime's hologram, but this had to be cut out of the film. The movie comic 'Transformers: Alliance' (#1) features this event occurring.
The freighter the Constructicons hide out on is named "Bayos." This is a joke on Michael Bay's action sequences, which are filled with as much chaos and mayhem as possible, that they have been christened "Bayos" and "Bayhem".
During filming, Mark Ryan acted as a stand-in for the Transformers on set, to give the actors a physical presence to react to/act against. He also ad-libbed characters during the film's post-production. He was taken on board to voice Jetfire.
The Transformers slogan "Robots in disguise" is used by Agent Simmons when he discusses Project Black Knife.
The Hasbro and Takara Toy Company, who own the "Transformers" toyline, recommended that the film feature combining robots.
Alex Kurtzman came up with the film's title. His co-writer Roberto Orci jokingly stated he would also like Transformers (2007) to be named "Transformers: More Than Meets the Eye."
The Shanghai Skirmish was planned to shoot in Japan, in homage to the original birthplace of the Transformers, but the filmmakers thought it was too Godzilla-like.
Starscream paints his body in purple Cybertronian markings. Purple is considered the Decepticons' mascot color.
The Decepticon Mixmaster's alternate mode is a Mack Trucks concrete mixer.
The Decepticon Demolishor's alternate mode is a Terex O&K RH-400 Hydraulic Mining Excavator, considered to be the largest hydraulic excavator in the world.
The Autobot Jolt's alternate mode in this film is a Chevrolet Volt, a new vehicle designed by General Motors. The car company wanted to promote their new vehicle, but the writers had been dazzled by the Volt, and wanted it in the film anyway.
According to Roberto Orci, the film's central theme is "being away from home and adapting to a new world." Sam must leave home for college, and the Autobots make Earth their new home.
The Fallen's face resembles the Decepticon insignia, with an Egyptian crown attached. He also has red magma lines running across his body, a reference to his original aflame appearance in the comics. His features also resemble the multi-faced Quintessons, the god-like bio-mechanical creators of The Transformers (1984).
The filmmakers polled Transformers fans to decide which robots to cast in the film. The most popular robots were Soundwave (20% of the vote), the Constructicons and Dinobots (tied with 16%), Jetfire (11%), Ultra Magnus and Shockwave (tied with 9%).
The Autobot Sisters' alternate modes - a pink Ducati 848, blue Suzuki B-King, and a purple MV Agusta F4 312R - were designed and built by the sports bike company retroSBK.
Casting sheets leaked in early 2008 mention the CEO of a corporation called "Massive Dynamics". The middle-aged male would have testified before Congress about robotic weapons in a short scene. A few months after the leak, Fringe (2008) debuted. Co-created and written by Roberto Orci and Alex Kurtzman, it included a mysterious corporation called "Massive Dynamics", later renamed to "Massive Dynamic". Steve Tom noted on his website that he would be playing the CEO of "McClaren Robotics." The novelization says that the government created a fake corporation called "Massive Dynamics" as a cover for the events of Transformers (2007). The cover story stated that Massive Dynamics had developed search-and-rescue robots that malfunctioned during tests and caused the damage seen in the finale.
Simmons' codename "Robo-Warrior" was often used by Transformer fans online and in convention circles.
Rachael Taylor who starred as the Australian Maggie Madsen in Transformers (2007) turned down a chance to reprise her role.
Originally, the Twins and the Autobot Sisters were planned to respectively combine into bigger stronger robots. However, this was too expensive and would have been too much in the film anyway (however, the Twins are seen at the beginning of the film combined in an ice cream truck).
NEST is the alliance between the humans and the Autobots. It has different meanings: "Networked Elements: Supporters and Transformers," "Non-biological Extraterrestrial Species Team," and "Non-biological Extraterrestrial Species Treaty." It could also refer to Earth being a nest (refuge) for the Autobots. There is also a real-life NEST agency: The Nuclear Emergency Support Team.
The Decepticon Scalpel (described in the film as the Doctor) takes the alternate mode of a lensmeter, a device used by optometrists to check the various aspects of a prescription lens for eyeglasses (his toy gave him a different alternate mode: a microscope, in tribute to the The Transformers (1984) Autobot Perceptor). His bug-like design and sadistic attitude were based on Tarantulas, the twisted Predacon scientist from Beast Wars: Transformers (1996).
In The Transformers (1984), the Seekers were Decepticons who took the form of jets. In this film, the Seekers are a special class of Transformers who explored the galaxy.
The Smithsonian National Air and Space Museum in the film is actually the Steven F. Udvar-Hazy Center. It is a separate building at Dulles International Airport, administered by the Smithsonian, and home of most of the aircraft exhibited. The exterior of the Museum, an aircraft boneyard in the film, was actually the 309th Aerospace Maintenance and Regeneration Group in Tuscon, Arizona.
Jetfire was originally envisioned as having an accent like an American Southern preacher.
The Twins were originally going to have a third member (just as Arcee herself had two twin sisters), whose alternate mode would have been a Mercedes Benz Smart automobile. Unfortunately the filmmakers were unable to acquire the Benz Smart for the film.
An early draft of the script had the Fallen encased in a sarcophagus on the bridge of the Nemesis starship, which was being supplied energon fuel from the hatchlings. This concept occurred in the movie's comic adaptation, but in the actual film was rejected in favour of having the Fallen being directly present.
Mark Ryan based Jetfire's voice on his co-actor and close friend Ray Winstone.
Long Haul's robot mode was designed by graphic artist Josh Nizzi. It was intended as fan art, but Michael Bay was so impressed when saw the design he hired Nizzi to work on the film. Nizzi went on to design the robot modes for Megatron, Jetfire, and Jet Optimus.
The Decepticon that transforms into a Volvo excavator (referred by the Doctor as "ze little one" in the film) is called Scrapmetal.
Ravage's fight at Diego Garcia was filmed at the Naval Station Point Loma ULF/VLF facility. The ringlike antenna can be seen in the background. It is used to communicate with submerged vessels.
From the roster of Transformers in this film, Michael Bay's favourite Transformers are the Twins, Shia LaBeouf likes Scalpel, and Megan Fox prefers Devastator.
Screenwriter Ehren Kruger was signed on for his encyclopedic knowledge of the Transformers and because he was a good friend of Alex Kurtzman and Roberto Orci.
Michael Bay described the tone of the film as "Ben-Hur (1959) fused with Apocalypse Now (1979)."
The Shanghai Skirmish, set in China, was shot at the Bethlehem Steel site in Bethlehem, Pennsylvania and in Long Beach, California.
Throughout the Transformers saga, Jetfire has possessed an aerial mode and an accent: In The Transformers (1984) he was an accentless VF-1S Valkyrie jet, in Transformers: Armada (2002) he was an accentless X-71 space shuttle (seen in Michael Bay's Armageddon (1998)), in Transformers: Cybertron (2005) he was an Antonov An-225 carrier with an Australian accent, in Transformers: Animated (2007) he was a Cybertronian jet with a Russian accent, and in this film, he is a SR-71 Blackbird jet with a British accent.
The Steven F. Udvar-Hazy Museum set up a shrine near its SR-71 Blackbird exhibit to commemorate their role in the film, which features props from the film, concept artwork/designs of Jetfire and a set of "Transformer" Jetfire toys. Following the release of Transformers: Dark of the Moon (2011), the space shuttle orbiter Discovery (which was seen in the film) is kept in the Museum behind the Blackbird exhibit.
The Autobot Twins were inspired by Transformers: Animated (2007)'s Bumblebee (a spirited chatterbox who transformed into a Chevy Beat automobile) and Michael Bay's Bad Boys (1995) (a couple of wisecracking law officers, who at one point make a chase in an ice cream truck - Mudflap even says the film tagline "Whatcha gonna do?").
To stage an action scene at White Sands, the buildings built on the sand had explosives inside of them, and six F-16s were flown over the area.
Bumblebee's alternate mode in this film is a 2010 Concept Chevrolet Camaro. This was a redesign of his previous 2009 Chevrolet Camaro mode, carried out to emphasize Bumblebee becoming stronger and sturdier after his injury in the first film. The Chevrolet logo on Bumblebee's grill in the first film is yellow, but in this film it is black with a red outline.
Wheelie was originally an Autobot Cybertronian car in The Transformers: The Movie (1986), but this was revised to a Decepticon radio-controlled truck. His overall personality, a fast-talking, street-smart spy on wheels, is based on the Maximal Rattrap from Beast Machines: Transformers (1999): in a joke and homage, Wheelie gets his foot caught in a mousetrap.
Caterpillar Inc. provided three vehicles to portray Decepticons: the 992D wheel loader (Scrapper), the 773B dump truck (Long Haul), and the D9N bulldozer (Rampage).
The Decepticon Hightower's alternate mode is a Kobelco CK2500 Crawler Crane.
The Decepticon Barricade, seen in the first film, was going to reappear in Shanghai as the Audi R8 automobile, but the Hasbro Company vetoed that idea in favour of the Audi being a new Decepticon, so he was renamed Sideways.
Before filming at La Place de la Concorde in Paris, Rittenhouse Square in Philadelphia was used as a stand-in.
Originally, there was going to be a massive army of Insecticons (a faction of insectoid Decepticons on The Transformers (1984)) that would merge to form the Hive, (inspired by the Swarm from the 1980s "Transformers" comics). This was changed as it would have been too expensive, and not as spectacular as the combiner Devastator; in the end, only one Insecticon appears, seen tracking down Sam and Mikaela in Operation Firestorm. The concept was not scrapped though but evolved into the Microcons-Reedman sequence.
The Decepticon Overload's alternate mode is a Komatsu HD465-7 articulated dump truck.
The helicopter crash in Operation Firestorm was achieved by setting up a rig where a real fuselage came crashing down in front of the camera. The body of the copter, however, was empty and without rotor blades; it thus fell to the VFXperts to render these into the scene.
An establishing shot of the college shows Princeton's Frist Campus Center. Fans of House M.D. (2004) will recognize it as the Plainsboro Teaching Hospital.
The transformation sound from The Transformers (1984) can be heard when the Microcons fuse together to form Reedman at the NEST base.
Matthew Marsden was a childhood fan of the Transformers comic books, and loved Transformers (2007).
The aircraft carrier scenes were shot aboard the USS John C. Stennis, which was conducting exercises off the southern California coast. Some of the extras were Navy sailors. Tyrese Gibson gave an impromptu concert in the hangar bay after filming completed.
When being attacked by Grindor, Leo screams "We're gonna die!" This was the catchphrase of the Maximal Rattrap, who appeared in Beast Wars: Transformers (1996).
From the voice actors in this film, Peter Cullen, Frank Welker and Charles Adler were in The Transformers (1984) animated series, while Tom Kenny and Kevin Michael Richardson were in (as of 2009) the most recent feature Transformers: Animated (2007) and Tony Todd would go on to star in the next series Transformers Prime (2010).
According to Roberto Orci, the script struggled to maintain "a more evenly-balanced focus between the humans and the robots" and "to modulate the humor more." The Transformers' more intense war was balanced by outrageous jokes.
At the frat party, Sam takes some icing off a cake, which has the letters PSIU on it. This letters represent to the Psi Upsilon fraternity, which Michael Bay was in. The house the party was shot in, often referred to as "The Castle," is also a Psi Upsilon Chapter house.
According to the writers, there are around ten song titles by Nine Inch Nails (Only, Closer, Last, Hurt, Vessel, The Wretched, Please) in the dialogue.
The Autobot that transformed into a Chevrolet Corvette (Centennial Concept) sportscar was originally called Hot Rod, but he was later renamed Sideswipe. He is also inspired by the Autobot Drift, who transforms from a sportscar, wields blades in battle, and has a similar headcrest.
Michael Bay wanted Amaury Nolasco to reprise his role as Jorge Figueroa, but Nolasco was unavailable due to schedule conflicts with other films.
This is the first sequel for writers Roberto Orci-Alex Kurtzman.
James Arnold Taylor was originally cast to voice the Fallen, but to his disappointment was replaced with Tony Todd. Taylor would get to voice the Fallen in Transformers: Revenge of the Fallen (2009).
In The Transformers (1984), The Constructicons are Decepticons who took the forms of construction vehicles, and who could combine into a larger robot. Two of their members' names, Bonecrusher and Devastator, were used in Transformers (2007).
There are 7 Constructicons in this film: Scrapper, Mixmaster, Long Haul, Rampage and Devastator (from The Transformers (1984)), Hightower (from Transformers: Robots in Disguise (2001)), and Overload (from Transformers: Armada (2002)). From these, Rampage was originally a Predacon, while Hightower and Overload were originally Autobots.


Erin Naas:  Arcee's hologram driver.
Chris PalkoShia LaBeouf convinced his best friend, rapper Chris "Cage" Palko, to appear in the film. He can be seen in the college quadrangle.


The trivia items below may give away important plot points.

There are several tributes in the film to The Transformers: The Movie (1986), the first "Transformers" cinematic feature:
  • An ancient robot is the primary antagonist

  • Megatron is rejuvenated

  • Optimus Prime is killed (but appears near the end of the film)

  • Both Wheelie and Arcee are introduced

  • An elderly robot (Kup, Jetfire) plays a supporting part

  • Devastator plays a pivotal part during a battle

  • A giant robot unleashes its vortex weapon

  • A group of small robots survive a giant robot's attack (Dinobots vs Unicron, Twins vs Devastator)

  • And a prophecy and the Matrix of Leadership serve as key factors.

Michael Bay was disappointed with the climactic fight with Optimus Prime and the Fallen, because he had to scale it down due to running time purposes.
When NEST is being shut down and the Autobots are being taken into custody, Ironhide is heard yelling "Do you want a piece of me? I will tear you apart!" This is how the Autobot Jazz died in Transformers (2007).
Megatron's last words are "This isn't over." These were also his last lines in Transformers: Robots in Disguise (2001).
Megatron was supposed to announce the bounty on Sam Witwicky. The filmmakers ultimately decided to combine the return of the Fallen to Earth with the scene that the Decepticons reveal themselves. This decision for the change was made late into production and the Fallen is the one who demands from the world leaders to find Sam. The dialogue during the scene however would make more sense if Megatron made the announcement (as was originally planned) since he was the one who lived hidden among humans for years and he had more reasons to loathe Sam for the events of the first film.
The Decepticon Alice is classified as a Pretender, a robot that maintains a bio-organic shell.
Roberto Orci mentioned that the Egyptian pyramids were a vital plot point in the film. "Although they are commonly described as tombs, no bodies have been found, which looks like they've got something hidden in them..."
Despite being referred to by name, and helping bring Optimus Prime back to life, Jolt doesn't have a single line of dialogue.
According to Simmons and later Jetfire, the Transformers were on Earth many centuries ago, and played a part in Earth's history. This parallels the history of The Transformers (1984), where the Transformers came to Earth (both Autobots and Decepticons crash-landed violently and remained comatose till they awoke in 1984); the successor Beast Wars: Transformers (1996), which began on prehistoric Earth between the Maximals and Predacons (descendants of the Autobots and Decepticons); and the Transformers comic 'Hearts of Steel', where the Transformers awoke in the 1800-1900s (and took the form of locomotives, steamboats, zeppelins, and other period vehicles).
Optimus Prime's death is something of a series trademark. Starting from The Transformers: The Movie (1986), almost every Transformers series has featured Optimus Prime (or his equivalent in Beast Wars: Transformers (1996)) dying, only to be resurrected some time later.
Jetfire is primarily based on his The Transformers (1984) incarnation (a former Decepticon), and his body's parts being fused with Optimus Prime is a homage to his Transformers: Armada (2002) incarnation, who could combine with Prime to form a stronger robot. He also incorporates elements from the The Transformers (1984) Autbots Kup (an elderly war veteran) and Sky-Lynx (a British-accented, bombastic personality) and Decepticon Scourge (a bearded robot).
Jetfire asks Optimus Prime to take his parts, saying he will have "a power you've never known," and upon doing so, Optimus has the ability to fly. In The Transformers (1984), most of the Autobots did not have the ability of flight (and in this film, Optimus becomes the first movie Autobot to do so).
Canonically, Autobots have blue eyes and Decepticons have red eyes. In the movie, the Decepticon spy Alice has blue eyes, the ex-Decepticons Jetfire and Wheelie have red eyes (though Jetfire defected long ago and Wheelie replaced his damaged red eye with a blue eye), and the Decepticon Devastator has green eyes.

See also

Goofs | Crazy Credits | Quotes | Alternate Versions | Connections | Soundtracks

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