Movie Review – Transformers: Revenge of the Fallen (2009)
In 2007, Michael Bay’s blockbuster film Transformers successfully brought the classic action figure toys into a full-length film.
It was a big-budget film, the audience seemed to love it, and the ending left room for additional sequels. It was just a matter of time before the sequel would be released.
Released two years later in 2009, Transformers: Revenge of the Fallen continues with the general story established in the first film, and it also adds new material and characters as well. The Autobots and Decepticons are back, so is the annoying Sam Witwicky and his equally annoying parents, and the film has plenty of action as well. But can it match the first Transformers film, or does the sequel fall flat?

Transformers: Revenge of the Fallen (2009) – movie poster
Directed by Michael Bay, Transformers: Revenge of the Fallen stars Shia LeBeouf as Sam Witwicky. Co-starring in the film are Megan Fox as Mikaela Banes, Josh Duhamel as Major William Lennox, John Turturro as Seymour Simmons, Ramon Rodriguez as Leonardo Spitz, and Tyrese Gibson as Master Sergeant Robert Epps.

Transformers: Revenge of the Fallen (2009) – (c) DreamWorks
Transformers: Revenge of the Fallen begins with a look at the Earth back in 17,000 B.C. The voice of Optimus Prime (voiced by Peter Cullen) informs us that humans and robots from planet Cybertron actually met during those ancient times. It’s not clear why the robots were on Earth back then, but the scene ends with the hunters fighting the robots and the robots winning the battle.
The film jumps to modern times. In Shanghai, China, Decepticons are being hunted by NEST (Nonbiological Extraterrestrial Species Treaty), a secret band of soldiers and Autobots. NEST soldiers include Major William Lennox (Josh Duhamel) and Master Sergeant Robert Epps (Tyrese Gibson). The Autobots include the usual gang of robots along with newcomers such as twins Skids (voiced by Tom Kenny) and Mudflap (voiced by Reno Wilson), Sideswipe (voiced by Andre Sogliuzzo) and Arcee (voiced by Grey DeLisle). In command of NEST is Marine Corps General Morshower (Glenn Morshower).

Transformers: Revenge of the Fallen (2009) – (c) DreamWorks
The team locates Decepticons Sideways and Demolisher, and a large fight scene ensues. Sideswipe easily kills Sideways, but it takes Optimus Prime some work to defeat Demolisher. Before he dies, Demolisher warns Optimus Prime that “. . . the Fallen shall rise again.” The tremendous amount of damage is covered up as an earthquake in China.

Transformers: Revenge of the Fallen (2009) – (c) DreamWorks
In the United States, Sam Witwicky (Shia LeBeouf) is preparing to leave home to attend college. His parents, Ron (Kevin Dunn) and Judy (Julie White), are there doing their annoying routine. Their plan is to help Sam move into college, and then they’re off on a vacation to Paris, France. When Sam is talking on the phone to his girlfriend Mikaela Banes (Megan Fox), he finds the shirt that he wore when battling the Decepticons and defeating Megatron. Out of the shirt falls a tiny sliver of the AllSpark. The sliver is activated and beams information into Sam’s brain. He drops the sliver and it burns through the floor and lands in the kitchen. The sliver then causes several appliances to come to life as fighting robots. The tiny robots force Sam outside, and he gets Bumblebee to transform into a robot and defeat all of the tiny robots.
Mikaela shows up at the house and says goodbye to Sam. He gives her the AllSpark sliver to keep safe while he’s away. A tiny robot named Wheelie (voiced by Tom Kenny) spies on Mikaela and reports this information about the sliver of the AllSpark to Soundwave (voiced by Frank Welker).

Transformers: Revenge of the Fallen (2009) – (c) DreamWorks
At the NEST headquarters in Diego Garcia, National Security Advisor Theodore Galloway (John Benjamin Hickey) is upset with the group’s destructive methods. It’s costly and runs the risk of exposing the entire organization. He also reminds the team that Megatron is still located at the bottom of the Laurentian Abyss in the Atlantic Ocean, and his remains are continually monitored by the U.S. Navy. The Decepticons are not hunting for Megatron. Could they possibly be hunting Optimus Prime and the Autobots instead?

Transformers: Revenge of the Fallen (2009) – (c) DreamWorks
It’s also noted that the other remaining piece of the AllSpark, a shard, is guarded in one of the most remote and secure military bases in the world. Soundwave had been monitoring this conversation through a military communications satellite, and he reports this discovery of the shard of the AllSpark to other Decepticons. He sends Ravage on a mission to infiltrate the base and retrieve the shard, and he succeeds.
Meanwhile, Sam arrives at college and moves into a co-ed dormitory. His roommate, Leonardo “Leo” Spitz (Ramon Rodriguez), actually runs a conspiracy website with a small group of his colleagues. Leo is convinced that there is truth in the story that giant robots were battling in southern California a while back. He’s also convinced that the robots are also responsible for the recent destruction in Shanghai, China.

Transformers: Revenge of the Fallen (2009) – (c) DreamWorks
Bumblebee follows Sam to college and snatches him out of a fraternity party. He then takes Sam to a cemetery where he meets with Optimus Prime. Optimus warns Sam that the last known fragment of the AllSpark was recently stolen by the Decepticons. He is also concerned that the government is no longer going to take the Autobots seriously, and he would like for Sam to speak for them on his behalf.

Transformers: Revenge of the Fallen (2009) – (c) DreamWorks
In the northern Atlantic Ocean, Ravage connects with several Constructicons on board a container ship. The Constructicons become activated and jump overboard with Ravage. They quickly sink to the bottom of the ocean and locate Megatron. One of the Constructicons is sacrificed and his parts are used to assemble Megatron. The shard of the AllSpark is then used to bring Megatron (voiced by Hugo Weaving) back to life.
Megatron races up to the surface, crashes into and sinks a nuclear submarine, and then uses his rockets to fly into space to a Decepticon base hidden on one of Saturn’s moons. At the secret base, Megatron chastises Starscream (voiced by Charlie Adler) for leaving him to die back on Earth, but Starscream insists that it was more important for him to return to base to begin building a new army. Megatron then meets with his leader, an ancient Decepticon named The Fallen (voiced by Tony Todd).

Transformers: Revenge of the Fallen (2009) – (c) DreamWorks
The Fallen informs Megatron that the AllSpark really wasn’t destroyed but merely transformed into another form. The true knowledge of what’s inside of the AllSpark rests inside the mind of Sam Witwicky. Apparently The Fallen was on Earth back in 17,000 B.C., but he was betrayed by a group of transformers known as the Primes. Only a Prime has the power to defeat The Fallen, and only one of the descendants of the Primes still exists. Megatron’s mission is to return to Earth and extract the AllSpark’s information from Sam’s brain and also kill Optimus Prime.

Transformers: Revenge of the Fallen (2009) – (c) DreamWorks
In college, the information in Sam’s brain possesses him at times and causes him to act irrationally. He makes a fool of his astronomy professor and also gains the attention of a girl named Alice (Isabel Lucas). Meanwhile, Wheelie is spying on Mikaela when she spots him and the two of them have a minor fight. Mikaela wins and locks Wheelie inside of a box. She then takes him to the airport and boards a flight to the town with Sam’s college.

Transformers: Revenge of the Fallen (2009) – (c) DreamWorks
Alice finds Sam’s dormitory room and seduces him. We quickly see that she is really a shapeshifting Pretender Decepticon. Mikaela suddenly arrives and pops into the room. When she sees Alice she thinks that Sam is cheating on her. Alice then uses her powers to attack them, and Sam, Mikaela and Leo try to make a getaway. Mikaela ultimately kills Alice by crashing her car and destroying the Decepticon by crushing it against a post.

Transformers: Revenge of the Fallen (2009) – (c) DreamWorks
All seems well until the car is captured by Grindor shows up as a CH-53E Super Stallion helicopter and uses its hook to carry the car to a nearby warehouse. There, Megatron, Starscream and Grindor capture Sam and try to extract the AllSpark’s information inside of Sam’s brain. Just as they’re about to cut into his head, Optimus and Bumblebee arrive and rescue the humans.

Transformers: Revenge of the Fallen (2009) – (c) DreamWorks
Everybody races outside and the fight between the Transformers continues in a wooded area. Optimus takes on the three Decepticons by himself. He damages Megatron and Starscream, and then kills Grindor. Megatron then stabs Optimus Prime in the back and kills him. The other Autobots finally arrive and help Sam escape from the two Decepticons.

Transformers: Revenge of the Fallen (2009) – (c) DreamWorks
On top of a building, Megatron tells Starscream that it’s time to signal the other Decepticons and have The Fallen return to Earth. Soundwave hears this order and spreads the word for other Decepticons to head to Earth and mobilize. Some of the Decepticons arriving from space make a crash landing through an American aircraft carrier, causing it to quickly sink into the Atlantic Ocean. Other Decepticons are directed to Paris, France so they can capture Sam’s parents and hold them hostage.
In New York City, the Decepticons seize control of the Earth’s telecommunications systems and The Fallen makes a request for Sam Witwicky, making him an international fugitive. In return for Sam, The Fallen will allow for the Earthlings to continue to live. This news causes Leo to panic, but he later comes to his senses when Sam needs to find somebody who can read the ancient hieroglyphics in his head. Leo believes that he knows somebody who can help them.

Transformers: Revenge of the Fallen (2009) – (c) DreamWorks
Leo leads the gang to a deli where former Sector 7 agent Seymour Simmons (John Turturro) now works. He leads the group to his secret lair underneath the deli, and then tells them the history of Earth’s connection with the Transformers. Seymour informs the group that archaeologists have recovered those same alien hieroglyphics from ancient sites around the world. Some of the older Transformers have been living in disguise for quite some time now. The hieroglyphics may point the way towards an Energon source there on Earth. The only problem is that apparently only Decepticons know how to read them. That’s where Wheelie, the tiny Decepticon that Mikaela captured, comes into play.
Mikaela convinces Wheelie to take a look at the hieroglyphics. He does so and recognizes the language as that of the Primes. He also recognizes the Transformers in Samuel’s top secret photographs as Seekers, robots that are older than the Primes. As far as why the Seekers were on Earth, Wheelie does not know. What Wheelie does know is that the Seekers can translate the hieroglyphics, and he also knows where to find the Seekers. The closest Seeker happens to be in Washington, D.C.

Transformers: Revenge of the Fallen (2009) – (c) DreamWorks
The gang arrives at the National Air and Space Museum (technically the expansion wing of the museum at Dulles International Airport) of the Smithsonian Institution. They make their way past the security guards and Wheelie leads them to an SR-71 Blackbird on display in the museum. Sam uses the sliver of the AllSpark to awaken the Seeker, a Transformer named Jetfire (voiced by Mark Ryan).
Jetfire is revealed to be a Decepticons. He charges his way to the side of the museum and blasts open the doors. Jetfire and the gang step outside and end up in an Air Force aircraft boneyard in the desert southwest (an error in the film as the museum itself is located in Washington, D.C.). When Jetfire learns that he’s still on Earth and that the Decepticons are winning in the robots’ civil war, he reveals that he had changed sides to the Autobots. Hearing that, Wheelie also changes sides and joins the Autobots.

Transformers: Revenge of the Fallen (2009) – (c) DreamWorks
When Sam draws the hieroglyphic symbols into the ground, Jetfire briefly tells them about The Fallen. He then activates a Space Bridge and teleports himself and the gang to eastern Egypt. Jetfire then tells the gang about the history of the Transformers visiting the Earth in ancient times. The Transformers were on an exploration mission to harvest Energon, the life blood of the advanced robots. Somewhere in the Egyptian desert Jetfire’s ancestors built a Sun Harvester machine to collect the Energon.
It turns out that originally there were 7 Primes who travelled the universe and sought after stars that they could use with their harvester machines. Collecting the Energon would cause the star to be destroyed. Thus, the Primes had one rule — they could not use a harvester on a planet that had life. One of the Transformers, The Fallen, attempted to defy that rule and use the Sun Harvester on Earth. The Fallen wanted to activate the machine, but that required a key called the Matrix of Leadership.
The Fallen’s actions sparked a deadly battle for control of the Matrix of Leadership. To protect the Matrix, several Transformers took it to a hidden location and sacrificed themselves to create a tomb for it with their own bodies, the Tomb of the Primes. Jetfire warns the gang that The Fallen knows the location of the Sun Harvester. Should he also locate the hidden tomb containing the Matrix of Leadership, then he’ll use the harvester to destroy the sun and end all life on Earth.
The real problem is that only a Prime can defeat The Fallen, and Optimus Prime, the last descendent of the 7 Primes, is dead. It’s surmised that the Matrix of Leadership might be able to bring Optimus Prime back to life. Jetfire tells Sam that the clues to finding the Tomb of the Primes are in the map in his head.

Transformers: Revenge of the Fallen (2009) – (c) DreamWorks
They follow Jetfire’s clues and determine that the Tomb of the Primes must be somewhere on the eastern side of the Red Sea. Seymour uses his connections and is able to contact NEST and give them the coordinates of where to deliver the remains of Optimus Prime. The gang then reaches the pyramids of Giza and see the three stars of Orion’s belt in the sky. Sam tells them that the three stars represent three kings, and that must be the direction they need to go to find the Tomb of the Primes. They head east to the mountains of Petra, Jordan.

Transformers: Revenge of the Fallen (2009) – (c) DreamWorks
As the soldiers and Autobots of NEST are enroute on a pair of C-17 Globemaster III cargo aircraft, the rest of the gang arrives at the ancient city of Petra. The interior of Al Khazneh seems to be empty until a minor altercation between Bumblebee and Skids and Mudflap reveals the hidden Tomb of the Primes behind one of the walls. Sam finds the Matrix of Leadership but it crumbles into dust. He gathers the dust and contains it inside of one of his socks.
Outside, the soldiers and Autobots of NEST parachute to the ground and land in the desert. It’s not exactly clear, but it looks like the NEST team actually lands at the pyramids in Giza though the gang is still in Petra in Jordan. Somehow they see the soldiers parachuting in Giza and then quickly cross the several hundred miles of desert and two international border crossings (Israel and the Egypt) to join them, all in a very short period of time. Whatever.

Transformers: Revenge of the Fallen (2009) – (c) DreamWorks
The NEST team sets up a perimeter and all is calm as Sam’s gang joins them. They’re spotted though by Starscream, and he and Megatron arrive on one of the pyramids. Megatron deduces that Sam has the Matrix of Leadership and that he must not be allowed to reach Optimus Prime and reactive him. He orders the Decepticons to attack the Autobots.

Transformers: Revenge of the Fallen (2009) – (c) DreamWorks
Constructicons arrive at a construction site and assemble into a tremendous Decepticon known as Devastator. Other Decepticons arrive in the desert and a tremendous battle takes place. It’s chaos as the Decepticons battle the Autobots and NEST soldiers, and Devastator wrecks havoc. At one point Devastator climbs up a pyramid and begins clearing the bricks on top of it, revealing the pyramid as the hiding spot of the Sun Harvester. Seymour climbs up after Devastator and calls in a railgun strike against Devastator, killing the massive machine.

Transformers: Revenge of the Fallen (2009) – (c) DreamWorks
At one point in the battle the Decepticons reveal Sam’s parents as hostages. They’re saved by Bumblebee, but the battle around them continues. Bumblebee kills Rampage and Ravage. Jetfire kills Mixmaster, and then he’s attacked and severely wounded by Scorponok. Jetfire kills him and later sacrifices himself for the Autobots. An airstrike called in by Master Sergeant Epps destroys most of the remaining Decepticons.

Transformers: Revenge of the Fallen (2009) – (c) DreamWorks
During the fighting Sam is severely wounded by a blast, and he’s knocked unconscious. While unconscious, Sam has a vision in which he meets the ancient Primes and they inform him that he has earned the right to use the Matrix of Leadership. Sam then awakens, runs to Optimus Prime, and then uses the Matrix to reactivate him.

Transformers: Revenge of the Fallen (2009) – (c) DreamWorks
The Fallen then arrives and flies to the top of the pyramid, intending to activate the Sun Harvester. Optimus Prime uses some of Jetfire’s parts and attaches a rocket to himself, allowing him to fly. He then flies to the top of the pyramid and begins fighting both Megatron and The Fallen. Optimus ultimately wins by killing The Fallen and severely wounding Megatron. Starscream and Megatron then escape before the Autobots defeat them as well.

Transformers: Revenge of the Fallen (2009) – (c) DreamWorks
Transformers: Revenge of the Fallen ends with the Autobots and the NEST soldiers on an aircraft carrier and returning to the United States.
So is Transformers: Revenge of the Fallen a good movie?
Not really.
This film is a mess of big action, lame characters, too many clichés, an underdeveloped plot, “teleportation” issues (such as between Washington, D.C. and the desert southwest and later with Giza, Egypt and Petra, Jordan), and not enough distinctions between the different Transformers. What’s the point in having a dozen or so robots fighting in the desert at the end of the movie when the angles and chaos cause many of them to look the same? To the untrained eye, many of them look the same when viewed up close.
What’s also the point of having so many different robots in the film when we only get to really see a handful of them?
On top of that, the whole end fight scene in the desert felt like a rehash with the fight scene between the soldiers and the Scorponok in the first Transformers film. It even looked like they used the same set pieces. I don’t know if that’s true or not, but when watching the two films back-to-back, that location for the end fight sequence in the sequel looks awfully familiar to what we saw in the first film.
Wheelie was a fun little Transformer, but he seemed to be a little too much like Frenzy from the first movie. At least Wheelie had some interesting commentary in the film.
Sadly, Transformers: Revenge of the Fallen feels like a rushed film that was also pushed to be very over-the-top. What we have in the end is a major action film that is mostly a load of garbage.
When you look back at the film, it’s hard to like this Transformers movie. This film had so much potential yet it failed in so many areas.
Transformers: Revenge of the Fallen (2009) – movie trailer
It’s possible that some people may still find entertainment within Transformers: Revenge of the Fallen. It’s also possible that team Japan might win the 2014 World Cup. The odds of both though are pretty remote.
Soundwave – “Decepticons, mobilize. It is time.”
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Jetfire – “I have issues of my own, and it started with my mother! My ancestors have been here for centuries! My father, why, he was a wheel! The FIRST wheel! Do you know what he tranformed into?”
Agent Simmons – “No.”
Leo – “What?”
Jetfire – “NOTHING! But he did so with honor! DIGNITY, damn it!”
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Optimus Prime – “Let’s ROLL!”