Transformers: Revenge of the Fallen is a 2009 American science-fiction action film directed by Michael Bay. It is a sequel to 2007's Transformers, and the second installment in the live-action Transformers series. The film was produced by di Bonaventura Pictures and Hasbro and distributed by DreamWorks Pictures and Paramount Pictures, and was released on June 19, 2009 in the United Kingdom and on June 24, 2009 in the United States.
Thousands of years ago, a race of ancient Transformers known as the Dynasty of Primes used machines called Sun Harvesters to drain stars of energon to power Cybertron's AllSpark. It was agreed amongst the Primes that life-bearing planets would be spared, but one of the Primes, dubbed The Fallen, built a Sun Harvester on the planet Earth. To save Earth, the other brothers sacrificed themselves to hide the Matrix of Leadership, the key to activate the Sun Harvester. An enraged Fallen has since sworn vengeance against Earth.
In the present, two years after Megatron's demise, Autobot leader Optimus Prime is leading NEST, a military organization consisting of the Autobots and the human military, in an attempt to eradicate the remaining Decepticons on Earth. After the NEST organization destroys Decepticons Sideways and Demolishor, they are warned that the Fallen will return. Autobot ally Sam Witwicky comes into contact with the AllSpark shard, filling his mind with Cybertronican symbols. Giving the shard to his girlfriend Mikaela Banes, Sam leaves for college, and meets his classmate Leo Spitz, and fellow colleague Alice. While at home, Mikaela captures a Decepticon, Wheelie, when it attempts to steal the shard.
Soundwave, Megatron's communications chief, hacks into a US satellite and learns of Megatron's location. Presidential adviser Galloway suggests that the Autobots abandon Earth, but Sergeant Epps defends them. The Decepticons use the AllSpark shard to revive Megatron, who arrives at the ship Nemesis, where he reunites with his second-in-command Soundwave and master, The Fallen. Megatron is instructed by The Fallen to destroy Prime, the only Transformer capable of defeating him. Mikaela arrives at the campus when Sam calls her, his outbreaks worsening as a result of touching the shard. Alice reveals herself as a Decepticon and is destroyed by Mikaela. However, Sam, Mikaela and Leo are abducted by the Decepticon Grindor.
Megatron's doctor, Scalpel, attempts to reveal Sam's brain, but Optimus and Sam's guardian Bumblebee arrive and rescue him. Optimus battles Megatron, Grindor and Starscream in the forest and destroys Grindor. However, Megatron impales Optimus' chest, killing him, before fleeing when reinforcements arrive, The Fallen leaves the Nemesis and arrives on Earth, and a full-scale invasion is ordered by Megatron. The Fallen demands that Sam be surrendered to the Decepticons. Former agent Simmons informs the group that the symbols could be translated by a Decepticon, but Wheelie is unable to read it. Nevertheless, he is able to direct the group to former Decepticon Jetfire.
Jetfire teleports the group to Egypt and explains that only a Prime can defeat The Fallen. Jetfire translates the symbols, containing a riddle revealing the Matrix's location in the desert. The group finds the Matrix in a tomb, but it crumbles to dust. Sam collects the dust and tells Simmons to contact William Lennox to bring Optimus' body and the Autobots. However, the Decepticons converge on the desert and attack. Devastator is formed via the combined forms of the Constructicons and unearths the Sun Harvester before being destroyed by the military. Jetfire is injured but manages to destroy Scorponok and Mixmaster while the military air force destroys the Decepticons. However, Sam is mortally wounded by Megatron.
A dying Sam is contacted by the Dynasty of Primes, who acknowledge his courage and revive him. The Matrix of Leadership is rebuilt and Sam revives Optimus, but The Fallen ambushes the group and steals the Matrix, using it to power the Sun Harvester. A dying Jetfire sacrifices himself by relinquishing his parts onto Optimus, causing the latter to gain new abilities. Optimus destroys the Sun Harvester and then battles Megatron and The Fallen, injuring the former. The Fallen tears off Optimus' armor, but is destroyed when Optimus crushes his spark. Megatron and Starscream flee while the Autobots return to the United States. Sam later on returns to college.
- Shia LaBeouf as Sam Witwicky, a college student.
- Megan Fox as Mikaela Banes, Sam's girlfriend.
- Josh Duhamel as Willim Lennox, a US Army Major.
- Tyrese Gibson as Robert Epps, an Air Force Master Sergeant.
- John Turturro as Seymour Simmons, a chief agent.
- Ramon Rodriguez as Leo Spitz, Sam's roommate.
- Kevin Dunn as Ron Witwicky, Sam's father.
- Julie White as Judy Witwicky, Sam's mother.
- Isabel Lucas as Alice, a disguised Decepticon.
- John Benjamin Hickey as Theodore Galloway, a presidential assistant.
- Peter Cullen as the voice of Optimus Prime, the leader of the Autobots.
- Mark Ryan as the voice of Jetfire, a former Decepticon.
- Reno Wilson as the voice of Mudflap, Skid's twin brother.
- Jess Harnell as the voice of Ironhide, Optimus' second-in-command.
- Robert Foxworth as the voice of Ratchet, an Autobot medic.
- Andre Sogliuzzo as the voice of Sideswipe, an Autobot swordsman.
- Tom Kenny as the voice of Wheelie, a former Decepticon drone/Skids, Mudflap's twin brother.
- Grey DeLisle as Arcee, Chromia and Elita-One, three Autobot sisters.
- Hugo Weaving as Megatron, the field commander of the Decepticons.
- Tony Todd as the voice of The Fallen, the founder of the Decepticons.
- Charles Adler as the voice of Starscream, Megatron's second-in-command.
- Frank Welker as the voice of Soundwave, the Decepticon communication chief/Devastator, a combined Decepticon/Reedman, a Decepticon formed by microcons/Grindor, a Decepticon soldier.