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Transformers: Revenge of the Fallen

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Transformers: Revenge of the Fallen
Transformers revenge of the fallen ver6.jpg
"You picked the wrong planet! Give me your FACE!" - Optimus Prime right before killing Megatronus Prime
Genre: Science-fiction
Directed By: Michael Bay
Produced By: Lorenzo di Bonaventura
Tom DeSanto
Don Murphy
Ian Bryce
Written By: Ehren Kruger
Alex Kurtzman
Roberto Orci
Based On: Transformers by Hasbro
Starring: Shia LaBeouf
Megan Fox
Josh Duhamel
Tyrese Gibson
John Turturro
Photography: Ben Seresin
Cinematography: Ben Seresin
Distributed By: DreamWorks Pictures
Paramount Pictures
Release Date: June 8. 2009 (Tokyo)
June 24, 2009 (United States)
Runtime: 149 minutes
Country: United States
Budget: $200-210 million
Box Office: $836.3 million
Prequel: Transformers
Sequel: Transformers: Dark of the Moon

Transformers: Revenge of the Fallen is a 2009 American science fiction action film directed by Michael Bay. It is the sequel to Transformers, as well as the second installment in the live-action Transformers film series. It stars Shia LaBeouf, Megan Fox, John Turturro, Tyrese Gibson, and Josh Duhamel. Revenge of the Fallen premiered on June 8, 2009 in Tokyo and was released on June 24, 2009 in the United States. It was followed by Dark of the Moon in 2011.


Two years after the Deceptions' attack on Earth, Sam Witwicky is off to college, while the Autobots have teamed up with a secret military organization, NEST. When Megatronus Prime (AKA "The Fallen"), the first Decepticon, makes himself known, Sam and his girlfriend Mikaela Banes team up with the Autobots to figure out a way to defeat Megatronus once and for all.

Bad Qualities

  1. Despite being a Transformers film, most of the screen time goes to the humans.
    • While most of the Transformers' screen time was given to Bumblebee, Skids, and Mudflap., this caused the other Transformers to not be explored or even have any time to get fleshed out. Megatronus Prime is the primary villain of the film, but he never gets any time to be given a motive or any character traits. There are a bunch of Constructicons, and the film never gives you time to know who is who.
  2. Multiple plotholes. For example:
    • A piece of the Allspark was used to bring Megatron back to life. But when Optimus is temporarily killed, the part of the Allspark in Mikaela's possession is not used to bring him back to life.
    • Megatron was revived by adding the Allspark in his chest when it's the same thing that killed him in the first place.
    • Bumblebee was able to speak at the end of the 2007 film, yet he's unable to speak in this movie.
    • One major plothole is that during the beginning of the film, Sam starts to have visions and lose his mind after touching a small piece of the Allspark; but by the end of the first film, he runs holding the entire cube. Why didn't anything happen to him there or after that?
    • The confusing way that the Constructicons are incorporated: one of them is killed at the start, another is torn apart to rebuild Megatron, and then Devastator forms from a set of nine of them (even though it's only supposed to be seven), but then four more are seen fighting the humans in the desert. About the only way, this makes sense is if there is more than one set of Constructicons.
  3. Bizarre geographical errors, such as saying The Pentagon is in Washington DC (it's actually in Arlington, Virginia), the back door of the Smithsonian National Air and Space Museum's annex at Washington Dulles International Airport in Virginia leading to the 309th Aerospace Maintenance and Regeneration Group, an aircraft graveyard in Tucson, Arizona, or forgetting that Egypt and Jordan don't share a border.
  4. Juvenile humor and awkward moments, such as Devastator having wrecking balls dangling between his legs (referred to as "the enemy's scrotum" in Simmons' dialogue, just in case anyone thought this was accidental), Sam's pet chihuahua Mojo humping the former's other dog Frankie (a French bulldog), Wheelie humping Mikaela's leg, and Jetfire farting.
    • In one scene, Alice's panties can clearly be seen, which is a bit creepy for a PG-13 film.
    • This scene.
    • There's a scene where Seymour Simmons gets his pants ripped off for no reason at all, revealing his underwear.
  5. The CGI, while still really good, doesn't quite go well. It doesn't feel like they're really there, such as the scene where Sam is restrained while Scalpel and its assistants examine him.
    • Speaking of that scene, the part where Scalpel puts some worm thing inside of Sam's head is disgusting.
  6. As in the first film, the Transformer designs are massively over-complicated with billions of unnecessary moving parts, making it hard to tell who is even an Autobot or a Decepticon.
  7. It continues the first film's love affair with too-close "shaky cam" fight scenes, which, when combined with the above, makes it very difficult to tell who is doing what to who.
  8. It wastes potential for Megatronus Prime, Arcee, Chromia, Elita-1 (originally Optimus' love interest in G1), the Constructicons, Grindor, Jolt, Sideways, Sideswipe, Jetfire, Skids & Mudflap, Alice the Pretender, Ravage, Wheelie, and Soundwave.
    • Speaking of Soundwave, he rarely appears in the film and is only seen in one scene (twice actually, but that scene was repeated twice, trying to be different scenes)
    • And speaking of Optimus Prime, his death and the Matrix of Leadership were used way too early.
    • Sideways and the Constructicons were teased about having signified roles. However, there were entirely in the background, and they barely impact the story.
    • Jetfire, a former Decepticon, never even stands out as his own character in the film. He mainly serves as a power-up for Optimus Prime in the final battle.
    • Grindor is just both a bootlegged version and a significant step back from Blackout. He is a pointless Decepticon to have, so much to the point that he was never seen again after this film.
    • But speaking of Skids and Mudflap, they are extremely obnoxious comic-reliefs, and are racist African-American stereotypes that speak almost entirely in slang.
  9. While the final battle is epic and visually stunning, it feels too long.
  10. The acting and performances from the human characters are a significant step back from the first film, especially from Shia LaBeouf, who just screams most of his lines.
  11. The poorly developed characters from the first film, such as Sam's parents, aren't given any worthwhile character development.
  12. Compared to the first film, the human characters are far more exaggerated, cartoonish, and over-the-top, making it hard to sympathize with them.
  13. The film blatantly reuses stock footage from the previous film in certain places.
  14. Starscream is once again treated as a punching bag similar to other counterparts of him.
  15. There are pointless subplots that go nowhere and aren't even mentioned again, other than to pad out the film's runtime.
  16. Sometimes, the pacing isn't that great.
  17. Optimus Prime was flanderized into a murderous psychopath who says a lot of morbid quotes. Furthermore, he shows no remorse for his brother Megatron. In the first film, Prime was never this aggressive or violent and still showed concern for Megatron despite all the things he has done.
    • Optimus Prime's dark portrayal in this film is also a problem in the later sequels.
  18. This film set the standard for all the bad follow-ups to come and it was the start of the live-action Transformers series' decline in quality.
    • It's a shame because the first film was a solid start to the series and it could have lead to bigger and better things. But sadly, that never came to be.

Good Qualities

  1. The action scenes, such as the forest fight, the battle in Egypt and the final battle between Optimus Prime, Megatron and The Fallen, are still good despite the shaky camerawork.
  2. The CGI for the Transformers is still amazing. In particular, Devastator's model reportedly "fried" an animator's PC.
  3. Jetfire's line about his ancestors is pretty funny, particularly when he mentions that his first ancestor was the first wheel ever invented and that he could never transform.
  4. Despite being reduced to a secondary role, Megatron is still a great villain.
  5. Jetpower Optimus Prime looks AWESOME!
  6. Some of the acting is good, for example:
    • Megan Fox is better in this film than the previous one and gives a slightly better performance.
    • Great voice acting for the Transformers themselves, thanks to the voice actors reprising all their roles.
  7. This is the only film that Skids and Mudflap appear, and they are never seen again after this film.
    • However, on the novel version of Dark of the Moon, they get killed by Sentinel Prime.
  8. Great soundtrack composed by Steve Jablonsky (composer of the other films and D-War), especially the credits song "New Divide" by Linkin Park.
    • One could argue that this film's soundtrack is even better than the first film's.
  9. Shia's facial expressions can be somewhat unintentionally hilarious.
  10. Sam Witwicky's near death was an emotional scene, Sam meeting the Primes was also cool despite being out of place.
  11. Ratchet and Ironhide, despite not having enough screen time, are still great characters.
  12. It introduced Sideswipe, who became a fan favorite.
  13. The sound effects in the Paramount logo are still cool.
  14. The cinematography is good.
  15. Despite not doing much in the story and the infamous scene where he humps Mikaela's leg, Wheelie is a pretty funny comic relief that is much better than Skids & Mudflap, and has a few funny lines, such as:
    • "I'll tell you, this guy did not age well".
    • "Somebody shit the bed this morning".
  16. The film is understandably bad:
    • The writers (Alex Kurtzman and Roberto Orci) were not able to refine the script due to a writer's strike. When this happened, Michael Bay tried to make up for it but the movie still failed to work as a whole. Even Bay himself was unhappy with the end result of the film.



  • This was the final Transformers film to:
    • star Megan Fox;
    • get a VHS release in South Korea;
    • be released by DreamWorks Pictures during their former partnership with Paramount;
    • to get dubbed in Korean.
  • Even Michael Bay himself admitted he actually didn't like the film.


Critical response

Transformers: Revenge of the Fallen was released on June 24, 2009, and received mixed-to-negative reviews from critics, criticizing the plot, script, pacing, adult-oriented humor, characters, performances, and runtime, while praising the cinematography, visual effects, action scenes, score, and the performances of Peter Cullen and Hugo Weaving. On Rotten Tomatoes, the film has an approval rating of 20% based on 251 reviews and an average rating of 4.10/10. The site's critical consensus reads, "Transformers: Revenge of the Fallen is a noisy, underplotted, and overlong special effects extravaganza that lacks a human touch.". On Metacritic, the film has an average score of 35 out of 100, based on 32 critics, indicating "generally unfavorable reviews". Audiences surveyed by CinemaScore gave the film a "B+", compared to the "A" that the original film had scored. On Letterboxd, the film collected 2.1/5 score.

Chris Stuckmann gave this film rating of F.

Despite the negative reviews, however, the film received mixed reviews from the audiences and fans of the series, with some fans claimed that the film was a great installment to the first film in the franchise, others dismiss that it's a bad installment to the first film.

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