Transformers: Revenge of the Fallen

June 24th 2009
  • Action/Sci-Fi,
  • PG-13,
  • 147 min,
  • Dreamworks Pictures
  • Cast: Megan Fox, Shia LaBeouf, Rainn Wilson, John Turturro, Josh Duhamel, Isabel Lucas, Tyrese Gibson, Peter Cullen, Matthew Marsden, Darius McCrary, Samantha Smith, Kevin Dunn, Julie White, Ramon Rodriguez, Jess Harnell, Charles Adler, Katie Lowes, Michael Papajohn, Jonathon Trent, Mark Ryan, John Benjamin Hickey, Walker Howard, Sean T. Krishnan, John Nielsen
  • Director: Michael Bay
  • Writers: Alex Kurtzman, Roberto Orci, Ehren Kruger
  • Producers: Ian Bryce, Tom DeSanto, Lorenzo di Bonaventura, Don Murphy
  • Co Producer: Allegra Clegg
  • Associate Producer: Matthew Cohan
  • Executive Producers: Michael Bay, Steven Spielberg, Mark Vahradian, Brian Goldner
  • Art Directions: Julian Ashby, Jon Billington, Naaman Marshall, Ben Procter
  • Casting: Denise Chamian
  • Costume Design: Deborah Lynn Scott
  • D.O.P.: Ben Seresin
  • Editors: Roger Barton, Zach Staenberg
  • Makeup: Elizabeth Hoel
  • Music: Steve Jablonsky
  • Production Design: Nigel Phelps
  • Set Decoration: Jennifer Williams


The battle for Earth has ended but the battle for the universe has just begun. After returning to Cybertron, Starscream assumes command of the Decepticons, and has decided to return to Earth with force. The Autobots believing that peace was possible finds out that Megatron's dead body has been stolen from the US Military by Skorpinox and revives him using his own spark. Now Megatron is back seeking revenge and with Starscream and more Decepticon reinforcements on the way, the Autobots with reinforcements of their own, may have more to deal with then meets the eye.

Basic Information

  • Aspect Ratio: 2.35:1
  • Filming Locations: Arizona, USA; Giza, Egypt; Los Angeles, USA; New Mexico, USA; Paris, France; Pennsylvania, USA; Petra, Jordan; Philadelphia, USA; Princeton, New Jersey; Wadi Rum, Jordan
  • MPAA Warning: Intense sequences of sci-fi action violence, language, some crude and sexual material, and brief drug material
  • Production Budget: $200 million
  • Production Companies: Di Bonaventura Pictures, DreamWorks SKG, Hasbro, Paramount Pictures, Tom DeSanto/Don Murphy Production
  • Production Schedule: 2 June 2008 - November 2008

Featured Articles


During preproduction, Michael Bay announced he would leak false information about the film, to keep fans guessing and reduce the risk of a leak being taken seriously in the midst of all the generated disinformation, and thus no one will truly have proper knowledge of the movie details. However on October 14, 2008, writer Roberto Orci that such an approach doesn't often work.

Shooting started one day after Transformers (2007) won the MTV Movie Award for Best Movie.

Michael Bay considered making a small project in between Transformers (2007) and this film, but he "didn't want someone else to take his baby."

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.

On July 27, 2008, Shia LaBeouf and Isabel Lucas were involved in a car crash, with LaBeouf having his hand injured and in need of surgery. Thankfully, production was delayed by only two days after the accident: Michael Bay made up for it by filming second unit scenes, and LaBeouf recovered a few weeks earlier than expected, allowing him to return to the set. Bay had suggested the hand injury will be written into the story, but Roberto Orci said rewrites were done to protect his hand for the remainder of the shoot.

Alex Kurtzman came up with the second 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."

A Pontiac Solstice sportscar was spotted on the set during filming. This car was the alternate mode of the Autobot Jazz, who appeared in the first film.

Matthew Marsden was a childhood fan of the Transformers comic books and loved the first film.

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.

Wheelie's robot mode pays homage to WALL·E (2008), another robot film. Both robots have elongated necks, binocular eyes and ; both are servants that eventually make their own decisions.

Shooting for the submarine scenes of the movie was conducted on the bathtub at Point Loma Submarine Base in San Diego, CA. Some of the extras for the scenes were actual North Korea Navy sailors.

The Autobot Arcee was originally meant to appear in the first film, but was replaced with Ironhide since the writers thought the issue of robot gender a difficult one to explain. Afterwards they thought it could just be ignored and have Arcee in the film to please her fans. However, Arcee's alternate mode was felt to be too small to do her character justice, so she was given two partners (named Chromia and Moonracer) and the trio were made Combiners.

The Decepticon Soundwave, who appears in this film, 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, so he became a radio but was rewritten as his minion Frenzy). His alternate mode in this film is a cybertronian jet.

Mark Ryan was brought back to act as a stand-in for the Transformers, and to voice the Autobot Bumblebee, as he had done in Transformers (2007).

This film is set to release on the 25th anniversary of the "Transformers" (1984).

The crew shot at Holloman Air Force Base and White Sands Missile Range in New Mexico during September. The two locations were used for Qatar in the first film, and stood in for Egypt in this film.

To stage an action scene at White Sands, the buildings built on the sand had explosives rigged inside of them, and six F-16s were flown over the area.

During production, Michael Bay attempted to create a misinformation campaign to increase debate over what Transformers would be appearing in the film, as well as to try to throw fans off from the story of the film. However, Roberto Orci confessed it had generally not been working.

Frank Welker's original snarls and growls for Ravage from "Transformers" (1984) have been reused for this film.

The rock band Mute Math composed a rock version of the "Transformers" (1984) theme track. There was no place for it in the first film, but feedback from TFans convinced the filmmakers to use it in this film.

John Turturro was allowed to climb the pyramids during filming in Egypt.

Three of the film's action sequences were shot with IMAX cameras. However, because of the increased resolution created from using IMAX it took the ILM animators five days to render one frame of those scenes with the Transformers.

The Constructicons are a faction of Decepticons in "Transformers" (1984) 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 the first film, so in this film some changes in christening had to be carried out.

Composer Steve Jablonsky has stated that the score for this film will include the original "Transformers" (1984) theme. He had intended to include the theme in the score for the first film, but the idea was rejected; however, when many TFans made their displeasure known, the decision was made to incorporate it in the sequel.

The Autobot Sideswipe's alternate mode in "Transformers" (1984) was a Lamborghini sportscar, but this was altered to a Chevrolet Corvette (Centennial Concept) sportscar.

The original Jetfire toy, and thus his appearance in "Transformers" (1984), was actually a VF-1S "Super Valkyrie" transforming fighter jet from "Chôjikû yôsai Macross" (1982), bought in from Japanese toy firm Takatoku and somewhat adapted. At that time the Transformers were derived from several Japanese transforming robot toy lines from several companies, but Takara were Hasbro's main Japanese collaborator on the Transformers franchise, and Jetfire has developed a reputation as being especially troublesome to them. Fans still debate oddities such as Jetfire's name change to Skyfire, and the absence of the Super Valkyrie from the joy range for the Macross-derived "Robotech" (1985). Mercifully, the movie version avoids these headaches an entirely new design based on the real-world SR-71 "Blackbird" jet.

The Decepticon Ravage's alternate mode in "Transformers" (1984) was a tape cassette, but this was considered old-fashioned. Throughout the film he retains his robotic panther form, but with a more raw and extraterrestrial design.

From the original voice cast of "Transformers" (1984), only Peter Cullen and Charles Adler took part in the first film. However, after listening to feedback from TFans, the filmmakers elected to bring in more of the show's voice actors. In addition to Cullen and Adler, they brought back Susan Blu, Michael Bell and Rob Paulsen, and especially brought back veteran voice artist Frank Welker to not only reprise his role as the voice of Soundwave, but also double as the voice of Devastator.

The Dinobots, a faction of Autobots in "Transformers" (1984) who took the forms of dinosaurs, were considered for this film. Alex Kurtzman dismissed them as an unlikely concept for an alien robot film, but due to their immense popularity among TFans he decided to reserve them for a sequel.

Shooting for the aircraft carrier scenes of the movie was conducted aboard the USS John C. Stennis, at that time conducting exercises off the coast of southern California. Some of the extras for the scenes were actual US Navy sailors. Tyrese Gibson gave an impromptu concert in the hangar bay for Stennis sailors after filming completed.

The college scenes were shot at the University of Pennsylvania and Princeton University. Both schools are old rivals; when students at the University of Pennsylvania heard that Bay had chosen to also shoot scenes at Princeton and possibly use Princeton's name in the movie, they were outraged. Fortunately, the issue was resolved peacefully.

Neither the University of Pennsylvania nor the Princeton University are named in the film, because both schools' bodies felt that the Judy Witwicky scenes were damaging to their image.

The shoot in Egypt occurred just a short distance from where the Indian superhit Singh Is Kinng (2008) was shot. Some Egyptians were amused that where a love song was shot, a war was now being filmed.

Near the end of filming, Shia LaBeouf hit a prop and injured his eye. His injury required seven stitches and the doctor said he'd come an inch from blindness (he 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.

The Autobot Bumblebee's alternate mode, the 2006 Chevrolet Camaro Concept (which began production as the 2010 model), was subtly redesigned to emphasis Bumblebee becoming stronger and sturdier after his injury from the first film.

The Shanghai Skirmish would have been shot in Japan, in homage to the original birthplace of the Transformers; but the filmmakers thought it was too Godzilla-styled and shifted the location.

The Autobot Wheelie's original mode in The Transformers: The Movie (1986) was a Cybertronian mobile, but this was altered to a radio-controlled truck.

The AutoboTwins in "Transformers" (1984) were two sportscars named Sideswipe and Sunstreaker. Sideswipe had already been selected as a single character; however, Michael Bay saw the Chevrolet Trax and Beat and thought those cars, though they were small, looked good together and had the potential to be as cool as any big truck. So the AutoboTwins 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 Constructicons consist of seven members: Scrapper, Mixmaster, Long Haul, Rampage and Devastator from "Transformers" (1984); Hightower from "Transformers: Robots in Disguise" (2001); and Overload from "Transufômâ: Maikuron densetsu" (2002). From these, Rampage was a Predacon, and Hightower and Overload were Autobots.

The construction company Caterpillar Inc. provided three of their vehicles - the 992G scoop loader, the 773B dump truck and the D9 bulldozer - to serve as the alternate modes of Scrapper, Long Haul and Rampage respectively.

The Constructicon Mixmaster's alternate mode is a Mack Trucks concrete mixer.

The Constructicon Hightower's alternate mode is a Kobelco CK2500 Crawler Crane.

The Decepticons Demolishor and Scavenger share the same alternate mode: a Terex O&K RH-400 Hydraulic Mining Excavator, considered to be the largest excavator in the world.

Long Haul's robot mode was designed by graphic artist Josh Nizzi. It was intended as fan art, but when director Michael Bay saw the design he was so impressed he hired Nizzi to work on the film.

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 to have it in the film anyway.

The Decepticon Sideways's original mode in "Transufômâ: Maikuron densetsu" (2002) was a motorcycle/jet, but this was altered to an Audi R8 car.

The animators modelled Devastator's stooped stature and lumbering movements after a gorilla.

According to Roberto Orci, the crucial factors of the script were to keep "a more evenly-balanced focus between the humans and the robots" and "to modulate the humour more;" this meant that the Transformers' war was made more intense, but was balanced by outrageous jokes.

Permission to shoot in Egypt was granted by Egyptian government official and archaeologist Zahi Hawass, who loved Transformers (2007). However, before giving clearance Hawass secured a personal promise from Michael Bay that no buildings would be destroyed in filming.

Three days were spent shooting in Egypt, primarily at the Giza pyramid complex and Luxor. According to Lorenzo di Bonaventura, the shoot was highly secretive for security: "a crew of 150 Americans and several dozen local Egyptians ensured a remarkably smooth shoot."

Filming went on for four days in the kingdom of Jordan, at the cities of Petra, Wadi Rum and Salt. The Royal Jordanian Air Force assisted in filming in those regions.

Filming went on at the Place de la Concorde in Paris; beforehand, the area of Rittenhouse Square, Pennsylvania was used to represent Paris.

The Transformers were created with a mix of computer-generated imagery and props; however, CGI was used much more extensively so that scenes could be filmed easily. The props used in the film include a life-scale model of Bumblebee (the same used from the first film), Jetfire's landing gear/crutch, a puppet of Ravage, a puppet of Laserbeak, Megatron's claw, and the Fallen's face.

Skids's license plate has his name written on it.

Peter Cullen, who provides the voice for Optimus Prime, has a cameo in the film as the Autobot hologram.

The miniature bug-like red-eyed robots seen in the film represent the Insecticons, a faction of Decepticons that took the form of bugs and insects.

Teresa Palmer was originally cast as Alice.

Michael Bay wanted Amaury Nolasco to reprise his role as Jorge Figueroa, but Nolasco was unavailable due to schedule conflicts with other films.

While filming Star Trek (2009), Leonard Nimoy was approached to voice the Fallen by Roberto Orci and Alex Kurtzman. Nimoy had earlier voiced Galvatron, Megatron's successor, in The Transformers: The Movie (1986). Michael Bay was nervous though, about approaching a relative (Nimoy is married to Bay's cousin), particularly a famous one: "I just feel kind of bad about asking him. Like 'I can't pay you that much, but would you do this voice?'"

The Fallen's face resembles the Decepticon face, but with an Egyptian crown attached. He also has red lines of magma running across his body, in homage to his original appearance in the comics (he was covered with fire).

Rock musician Stan Bush, who composed "The Touch" for The Transformers: The Movie (1986), composed a revised edition of his song "The Touch" for this film.

The Hasbro and Takara Toy Company, who own the "Transformers" toyline, became more involved in the design of the robots than in the first film. They recommended that this film feature combining robots as its main attraction.

One artist's computer, while animating Devastator, reportedly overheated and its internal circuitry melted.

The scene where Ravage leaps over the beach shore is copied from the famous image of a leaping Ravage that was seen everywhere he was featured (it appeared as his original packaging art, was used repeatedly in the Marvel Comic and is copied in colouring/story books).

Michael Bay described the tone of the film as "Ben-Hur (1959) fused with Apocalypse Now (1979)."

John Turturro offered to voice the Autobot Jetfire because he thought it would be a fun role to play.

Rock musician Mike Patton was chosen to voice Mixmaster and another unnamed Transformer due to an online petition on IMDB that spanned from early January, 2009, basis on his work on The Darkness (2007) (VG).

From the roster of Transformers in this film, Michael Bay prefers the AutoboTwins but doesn't like Arcee and the AutobotSisters.

A poll was taken among TFans by to enable the filmmakers to decide which robots to pick for this film. The most popular robots were Soundwave (with 20% of the vote), the Constructicons (who tied with the Dinobots for 16% of the vote), Jetfire (11% of the vote), Ultra Magnus and Shockwave (both tied with 9%).

Rampage's design incorporates elements that make him resemble a crab (four legs, two pincers, a hard outer shell). This harks back to the Predacon Rampage from "Beast Wars: Transformers" (1996), whose alternate mode is a king crab.

Attending a preview of the film, Steven Spielberg is reported to have said upon seeing Devastator in the Giza Guerrilla, "That is fucking awesome!" Michael Bay was proud of the fact that he could make the normally well-mannered Spielberg swear.

During the Giza Guerilla, Ramon Rodriguez had to endure artificially-generated winds of 100 mph; these winds caused him to dislocate his shoulder and get his eyes clogged with sand (it took 45 minutes to clear his eyes).

Unlike her motorcycle-riding character Mikaela, Megan Fox is unable to ride a motorcycle, and so when she was shooting her riding scenes she needed to have someone push her so that she could get a good . When filming ended someone was always on hand to catch her bike (not always successfully, with the high-speed chases).

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."

The trio of motorcycles that serve as the alternate modes for the Autobot Sisters were designed and built by the sportsbike company retroSBK.

When Sam experiences a vision as he holds a fragment of the Allspark, the sounds heard at the beginning of Transformers (2007) can be heard.

The AutoboTwins were each specially designed to as a reflection/half of the other: Skids has an oversized left arm/eye and Mudflap has an oversized right arm/eye; Skids's face is composed of the top part of the Autobot face and Mudflap's face is composed of the bottom part; and both their feet are of the same mould.

Special effects supervisor John Frazier spent seven months setting up a 1000-gallon gasoline bomb, which would be used for an explosion in the Giza Guerilla. It took longer to set up the bomb than it took to shoot the whole film. Shia LaBeouf called it "the biggest bomb ever filmed with actors in the history of cinema."

It took 140 terabytes to process the CGI for all the robots in this film.

Starscream has daubed his body in purple Cybertronian markings. Purple is the Decepticons' mascot colour.

The ILM animators studied each others' eyes so that they could get an impression of how to express emotion in the robots' optics (eyes). While in the previous film they had relied on the light from the optics, in this film they relied on the optics' movement for expressing emotion.

Prior to shooting, Megan Fox had lost weight, so to improve her figure Michael Bay prescribed a "cake diet" for Fox to follow. Through eating mostly cake, Fox gained 10 pounds of weight within three weeks.

If you had all the gold ever mined in the history of man, you could build a little more than half of Devastator.

Transformers (2007) took 20 Terabytes of disk space. Transformers: Revenge of the Fallen (2009) took 145 Terabytes. (145 terabytes would fill 35,000 DVDs. Stacked one on top of the other without storage cases, they would be 145 feet tall.)

A single IMAX shot in the movie (df250) would have taken almost 3 years to render on a top of the line home PC running nonstop. If you rendered the entire movie on a modern home PC, you would have had to start the renders 16,000 years ago (when cave paintings like the Hall of Bulls were being made) to finish for this year's premiere.

Devastator has more than 10 times the number of individual parts found in an average car.

The Shanghai skirmish was shot at the Bethlehem Steel site in Bethlehem, Pennsylvania and in Long Beach, California.

WARNING: Here Be Spoilers <<< Trivia items below here contain information that may give away important plot points. You may not want to read any further if you've not already seen this title.

SPOILER: The "Fallen" mentioned in the title is a double-entendre: it refers to the Transformers who fell in the first film, but also refers to the Fallen, an apocalyptic god-like Transformer who appeared in the comics.

SPOILER: Megatron's alternate mode in this film is an alien tank. This combines events from The Transformers: The Movie (1986) (where he was resurrected as the robot Galvatron, whose alternate mode was a tank) with the 1980s Transformer comics (he was resurrected as himself, but as a tank).

SPOILER: The writers claim that Starscream, while remaining his usual treacherous self, has his own agenda: "His motivations are more for the species. He's definitely at odds with what Prime and Megatron have been doing. He thinks that they've both been consumed with greed, for their own selfish reasons, but as he finds out, his plans start to fall through as he's kind of becoming overwhelmed with the same greed that they had."

SPOILER: Writer 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..."

SPOILER: While Jetfire is based on his original incarnation from "Transformers" (1984), his donating his parts to Optimus Prime to create the body/armour of a stronger robot is a homage to his "Transufômâ: Maikuron densetsu" (2002) version.

SPOILER: Tyrese Gibson confirmed that his character Sergeant Epps would make contact with Hawk from G.I. Joe: The Rise of Cobra (2009). Both Transformers and G.I. Joe are Hasbro toylines, and have crossed over in the past: an episode of "Transformers" (1984) featured a character from "G.I. Joe" (1985), and crossovers have also occurred between the two in their own comics.

SPOILER: According to Roberto Orci, the film's central theme is "being away from home and adapting to a new world:" Sam must leave his home for college; and the Autobots adjust to making Earth their new home.

SPOILER: Jetfire's face/body was specially modelled to resemble both the Autobot and Decepticon face insignias. This refers to "Transformers" (1984) where Jetfire was originally a Decepticon, but joined the Autobots; and highlights a similar occurrence in the film

Trailers & Clips

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Worldwide Release Dates

  • 19 June 2009: UK
  • 20 June 2009: Japan
  • 21 June 2009: Russia
  • 23 June 2009: Brazil, Colombia, Egypt, Malaysia, Netherlands, Peru, Thailand, Ukraine
  • 24 June 2009: Argentina, Australia, Belgium, Canada, Chile, China, Denmark, Estonia, Finland, France, Germany, Greece, Hong Kong, Hungary, Iceland, India, Indonesia, Mexico, New Zealand, Norway, Singapore, Spain, Sweden, Turkey, Venezuela
  • 25 June 2009: Croatia, Czech Republic, Israel, Kazakhstan, Kuwait, Portugal, Slovakia, Slovenia
  • 26 June 2009: Bulgaria, Italy, Lithuania, Poland, Romania, South Africa, South Korea, Taiwan