// THE BAY ERA - CHAPTER TWO
Revenge is coming.
Michael Bay’s bigger, louder second chapter was rushed through a writers’ strike, savaged by critics, crowned Worst Picture at the Razzies, and swarmed by audiences to the tune of 836 million dollars, all in the same record-breaking summer. This is the deepest record of it anywhere: every score, every machine, every set piece, and the strike-scarred road that got it to the screen.
// THE VERDICT
This is the widest gap between critics and cash in the whole franchise. Reviewers were merciless, a 19 percent Tomatometer and a 35 on Metacritic, while opening-night audiences handed it a B-plus CinemaScore and turned out in record numbers. Praise, where it came, was almost entirely for the effects and the sheer scale of the action.
A horrible experience of unbearable length, briefly punctuated by three or four amusing moments. If you want to save yourself the ticket price, go into the kitchen, cue up a male choir singing the music of hell, and get a kid to start banging pots and pans together.
Transformers 2 has a shot at the title Worst Movie of the Decade. It is a beast so bloated, mind-numbing and dishonestly conceived that only the words revenge of the awful properly describe it.
A noisy, underplotted, and overlong special effects extravaganza that lacks a human touch.
The plot is impossible to follow, the action is impossible to see, and the humor is impossible to laugh at. It is a movie that has been assembled rather than directed.
The effects are undeniably spectacular. When Michael Bay is content to just let his robots pound each other into scrap metal, the film delivers exactly the eye-popping mayhem the summer crowd paid for.
For all its incoherence, there are stretches of pure kinetic spectacle here that no other filmmaker on Earth can stage, a forest fight and a desert finale built to be seen enormous and loud.
It is loud, long and dumb, but the audience I saw it with cheered. There is a giant robot movie audiences want, and Bay knows exactly how to give it to them.
Two and a half hours of metal smashing metal, with a story so overstuffed you stop trying to follow it and simply wait for the next explosion, which is never more than a minute away.
The action is relentless and the effects are state of the art, but the film mistakes bigger for better at every turn. It is a sequel that gives you more of everything except a reason to care.
On a reported budget near 200 million dollars, Revenge of the Fallen opened to roughly 62 million on its first day, then a record for a Wednesday, and about 200 million across its five-day launch. It finished with 402.1 million domestically and 434.2 million abroad, for 836.3 million worldwide, comfortably out-grossing the first film and ranking as the second-highest domestic earner of 2009 behind Avatar. Then it swept the Razzies for Worst Picture. No blockbuster has ever split critics and audiences quite so cleanly.
// THE STORY
Two years after the Battle of Mission City, Sam Witwicky is trying to be an ordinary teenager again and leave for college, but a leftover shard of the destroyed AllSpark burns a torrent of ancient Cybertronian symbols into his mind. Those symbols are a map, and the Decepticons want what it leads to.
Regrouped under a revived Megatron and his long-imprisoned master, The Fallen, the Decepticons hunt a buried Star Harvester, a doomsday machine that drains a sun for raw Energon, hidden inside a pyramid at Giza. Branded a liability after a public battle in Shanghai, the Autobots and their human strike team NEST are nearly disbanded, and when Optimus Prime falls defending Sam the war tips toward the enemy. The hunt for a way to revive Prime and stop The Fallen runs from a Smithsonian hangar to the deserts of Egypt and Jordan, building to a sprawling desert battle in which Sam briefly dies, meets the ancient Dynasty of Primes, and returns carrying the Matrix of Leadership.
Everything is scaled up from the original: more robots, more countries, more spectacle. The film is a monument to the idea that a blockbuster can simply keep adding, and a case study in what that costs a story.
Sam wants out, off to college and a normal life, but the AllSpark shard and the map in his head make clear the war will not let him walk away. The Autobots, too, weigh whether Earth can ever be home.
The Fallen, the Dynasty of Primes and the Matrix of Leadership pull a deep, mythic history out of the comics and lay it over the metal-and-military template, reaching for grandeur the plot never quite earns.
Critically savaged and commercially unstoppable, Revenge of the Fallen is the rare blockbuster that won Worst Picture at the Razzies and grossed over 836 million dollars in the very same year.
// INTERACTIVE CHARACTER EXPLORER
Tap any character for the voice actor, the backstory, and our read on how faithful the design and role are to Generation One.
Sam Witwicky Shia LaBeouf The reluctant human hero, leaving for college when the AllSpark shard burns Cybertronian symbols into his mind. He briefly dies in the desert, meets the Dynasty of Primes, and returns with the Matrix to revive Optimus. 
Mikaela Banes Megan Fox Sam’s girlfriend and partner in the fight, who captures the tiny Decepticon Wheelie and helps carry the AllSpark shard through the desert finale. Fox’s final appearance in the franchise. 
Major William Lennox Josh Duhamel The Army officer leading the human-Autobot strike force NEST, coordinating the global hunt for Decepticons and the Egyptian rescue. 
Sergeant Epps Tyrese Gibson Lennox’s right hand in NEST, on the ground for the Shanghai and Egypt battles, calling in the air support that turns the desert fight. 
Seymour Simmons John Turturro The former Sector Seven agent now running a family deli, who reveals the ancient Decepticon history and joins the team in Egypt. 
Leo Spitz Ramon Rodriguez Sam’s conspiracy-blogger college roommate, pulled into the adventure as comic-relief support. // THE FILM, MOMENT BY MOMENT
The beats the film is built on, walked in order. Click any still to enlarge. Everything from Megatron Rises Again on is a spoiler. These slots are built to take two-minute scene clips as they are added; for now, official stills stand in.
Two years after Mission City, the human-Autobot task force NEST tracks Decepticons across the globe. The film opens huge, with Ironhide and the Autobots bringing down the colossal excavator Demolishor amid the Shanghai skyline.
Cold open, ILM
As Sam prepares to leave for college, a leftover shard of the destroyed AllSpark burns a torrent of ancient Cybertronian symbols into his head. The symbols are a map to a hidden Cybertronian doomsday machine.
Inciting event
The Decepticons retrieve Megatron’s body from the ocean floor and revive him, and he kneels before his long-imprisoned master, The Fallen, who orders the hunt for the boy who carries the map.
Villain revived
Shot with IMAX cameras, Optimus Prime fights multiple Decepticons at once to protect Sam and is run through by Megatron. Prime’s death tips the war toward the enemy and sets the whole rescue in motion.
Prime falls, IMAX
At the Smithsonian, the ancient Seeker Jetfire is reactivated, switches to the Autobot side, and teleports the team to Egypt, revealing the history of the Primes and the Matrix of Leadership.
Second act turn
The hunt converges on the Pyramids of Giza and the ruins of Petra, standing in for the Tomb of the Primes, as NEST and the Autobots race The Fallen to the buried Star Harvester.
Third act, Egypt
The Constructicons combine into the 150-foot Devastator, who scales a pyramid toward the Harvester before a Navy railgun tears him apart, in one of ILM’s largest simulations to date.
Set-piece climax
Sam briefly dies, meets the Dynasty of Primes, and returns carrying the Matrix. He revives Optimus, who takes Jetfire’s parts to fly and strike down The Fallen, ending the threat over the ancient sands.
Resolution
// THE ROAD TO REVENGE OF THE FALLEN
A sequel greenlit the moment the first film cleared 700 million dollars, then knocked sideways by the 2007 writers’ strike. Scroll the timeline.
The compressed, improvised process left its mark on the finished film. Michael Bay has since called the result crap and blamed the strike, and Shia LaBeouf said the movie chased scale and lost its emotional anchor. The production still shot on location at the Pyramids of Giza and atop Petra in Jordan, and leaned on more than a year of US military cooperation for its hardware.
// CRAFT & VFX
Where the first film had fourteen robots, the sequel had forty-six, built on roughly the same year-and-a-half schedule, with ILM reaching around sixty major builds in total. The render farm ran near 95 percent capacity, the crew peaked around 350 artists, and storage ballooned from about twenty terabytes to roughly 150.
The construction-vehicle combiner Devastator is often cited at over fifty thousand parts and around thirteen million polygons, standing about 150 feet tall, with single frames taking on the order of seventy-two hours to render. Tearing the top off a pyramid was the largest rigid-body simulation in ILM’s history at the time.
Bay filmed the forest fight and the climactic desert battle with IMAX cameras, whose frames carry roughly eight times the area of standard film, so the set pieces were designed to be seen enormous and loud.
The film leaned on more than a year of US military cooperation, showing C-17 transports, the Golden Knights parachute team, M1 Abrams tanks firing live rounds, submarines and a carrier, and shot on location at the Pyramids of Giza and atop Petra in Jordan.
Directed by Michael Bay; visual effects by Industrial Light and Magic; score by Steve Jablonsky with Hans Zimmer producing. The film earned an Academy Award nomination for Best Sound Mixing.
// THE SOUND OF THE FALLEN
Steve Jablonsky returned to score the sequel with Hans Zimmer producing, recording with a large orchestral ensemble and swelling the original’s choral, percussive Autobot themes into something more apocalyptic, with new cues for the Primes and the ancient mythology. Around it, Linkin Park again supplied the marquee single, New Divide, written specifically for the film and released May 18, 2009. It reached the top ten of the Billboard Hot 100, topped the rock charts, and went multi-platinum.
Original score by Steve Jablonsky, the official album playlist via YouTube.
New Divide by Linkin Park, the film’s lead single, via the band’s official YouTube.
// OFFICIAL TRAILER
Official trailer via Paramount Movies on YouTube. Embedded with youtube-nocookie for viewer privacy.
// THE CAMPAIGN
With a marketing budget around 150 million dollars, the campaign was inescapable: a February 2009 Super Bowl spot, fast-food and retail tie-ins, a NASCAR car in the film’s livery, and a fresh wave of Hasbro toys built around the new robots.
Linkin Park again supplied the marquee song, New Divide, written specifically for the movie and released May 18, 2009. It reached the top ten of the Billboard Hot 100, topped the rock charts, went multi-platinum, and even reached the early Best Original Song Oscar long-list.
The film premiered in Tokyo on June 8, 2009 ahead of the June 24 North American opening, leaning on the franchise’s enormous international, and especially Japanese, fan base.
The IMAX release carried extended robot-fight footage not in the standard cut, selling the promise of the biggest, loudest possible version of the spectacle.
// EASTER EGGS & DEEP CUTS
Tap a card to flip it.
// COLLECT THE MOVIE
The Autobots, Decepticons and combiners of Revenge of the Fallen, each linked to its full dossier and figures in our encyclopedia.
Optimus Prime The Autobot leader who dies and is reborn with the Matrix. Read his dossier and track the Bay-era figures in the archive. View dossier → 
Megatron Resurrected from the ocean floor to serve The Fallen. Explore the Decepticon leader in the encyclopedia. View dossier → 
Bumblebee Sam’s radio-voiced Camaro guardian. His profile and figures are catalogued in the archive. View dossier → 
Soundwave The satellite spy voiced by the original Frank Welker. See his dossier and cassette-era history. View dossier → 
Starscream Megatron’s treacherous F-22 second. Browse his Decepticon entry and figures. View dossier → 
Devastator The 150-foot Constructicon combiner of the Giza climax. Walk the gestalt’s history. View dossier → // THE GALLERY
Official stills, grouped by act. Open a section, then click any frame to view it full screen. Built to take the full screencap set as it grows.
// FREQUENTLY ASKED
Yes. It is the second film in Michael Bay’s live-action series, set two years after the Battle of Mission City, with Shia LaBeouf, Megan Fox, Josh Duhamel and Tyrese Gibson all returning. It was followed by Dark of the Moon in 2011.
Critics attacked an incoherent, overstuffed plot, a punishing 149-minute runtime, sensory-overload action and juvenile humor. It holds a 19 percent Rotten Tomatoes score and a 35 on Metacritic. Much of the blame traces to the 2007 writers’ strike, which forced the script to be improvised at speed; Michael Bay himself later called the film crap.
Mudflap and Skids are two bickering Autobots written as comic relief who spoke in rap-inflected slang and were widely read as racist caricatures. The backlash was severe, and both characters were dropped from the next film in direct response.
Enormously. It grossed about 836.3 million dollars worldwide on a roughly 200 million dollar budget, the second-highest domestic earner of 2009 behind Avatar, and was the best-selling DVD of the year, proving audiences turned out no matter what critics said.
Yes. At the 30th Golden Raspberry Awards it won three Razzies, including Worst Picture and Worst Director for Bay, making it one of the highest-grossing films ever to take that prize. It also, oddly, earned an Academy Award nomination for Best Sound Mixing.
The title villain is one of the original Dynasty of Primes who betrayed his brothers to become the first and founder of the Decepticons and Megatron’s master. He seeks to activate an ancient Star Harvester hidden at Giza that would drain Earth’s sun.
No. Unlike some entries in the franchise, Revenge of the Fallen has no notable post-credits or mid-credits scene; the story closes cleanly with Optimus’s victory over The Fallen.
It is widely available to rent or buy on the major digital storefronts, including Apple TV, Prime Video, Google Play, Fandango at Home and YouTube, and on DVD, Blu-ray and 4K. Streaming availability rotates across services over time.
// WHERE TO WATCH
Revenge of the Fallen is widely available to rent or buy on the major digital storefronts, and on DVD, Blu-ray and 4K. Streaming availability rotates across services over time.
Pick your side
Hero80 Network
