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Transformers: Revenge of the Fallen (2009)


Thousands of years ago, the Dynasty of Primes traveled the galaxy to create Energon with sun-absorbing machines called Sun Harvesters. The Dynasty follow a law that no sun can be destroyed if it has life on one of its planets. However, one of the Primes broke this law by setting up a Harvester on Earth in 17,000 B.C. The rest of the Dynasty named him The Fallen, and sacrificed themselves to hide the “Matrix of Leadership”, the key to start the Harvester.

Two years after the events of the first film, Sam Witwicky is going to college, and the Autobots have joined the U.S military to create a classifed team, NEST (Network Elements: Supporters and Transformers), an elite joint military organization from the United Kingdom and the United States, selected from the world’s top elite soldiers led by Optimus Prime, Major William Lennox and General Morshower, to eradicate Decepticons from all over the globe. While packing for college, Sam finds a shard of the All Spark, which “uploads” its Cybertronian knowledge into Sam’s mind. Sam gives the shard to his girlfriend Mikaela Banes for safekeeping, and leaves his guardian Bumblebee behind.

In Shanghai, the NEST Team encounters Demolishor and Sideways. Sideswipe and Optimus take down Demolishor and Sideways, but bring damage and destruction to the public. Demolishor warns Optimus of The Fallen’s return before his execution. Reporting to NEST’s base in Diego Garcia, the Autobots are patronized by U.S. National Security Advisor Galloway for their actions in Shanghai. Soundwave, the Decepticon’s communications officer, hacks into a U.S military satellite, and overhears both the location of Megatron’s corpse and the Allspark shard that Optimus removed from Megatron in the first film. After Ravage retrieves the Allspark’s shard, it is used to resurrect Megatron’s corpse at the Laurentian Abyss. Megatron then flies to the Decepticon flagship Nemesis, where The Fallen instructs him to kill Optimus and capture Sam, as Sam has knowledge that can lead the Decepticons to the Matrix of Leadership.

In college, Sam meets his roommate Leo Spitz, who owns a conspiracy website related to the Transformers’ existence. Sam eventually starts seeing and scribbling visions of Cybertronian symbols, and suffers a mental breakdown in his astronomy class. At Mikaela’s shop, Wheelie tries to steal the shard, but Mikaela captures him and leaves to see Sam in Princeton. She arrives just as Sam is attacked by the Pretender Alice. Mikaela, Sam and Leo flee and eventually kill Alice, but are then captured by the Decepticon Grindor, who drops them off in an abandoned warehouse. The Decepticons brutally torture Sam to obtain the whereabouts of the Matrix, but the only way to find it is to cut his head off to get to his brain. Optimus and Bumblebee arrive and battle the Decepticons, with Optimus taking Sam into a forest where the Decepticons battle him. Optimus manages to rip apart the head of Decepticon Grindor and wound Starscream by severing his arm off, before Optimus is stabbed and blasted by Megatron. The humans flee with Bumblebee and the Autobot twins, Skids and Mudflap. The NEST team, shocked by their loss, brings Optimus’ body to their New Jersey base. Galloway arrives with the news that NEST is being decommissioned after the arrival of the Decepticons.

Meanwhile, the Decepticons kidnap Sam’s parents in Paris. The Fallen taps into media signals and broadcasts a demand that the people of Earth deliver Sam to the Decepticons or be annihilated. Leo suggests to Sam that his online rival “RoboWarrior” may be able to help. When the trio find him, they discover that RoboWarrior is actually Agent Simmons from the now defunct Sector Seven. Simmons reveals that the Transformers have been on Earth for millennia and convinces Wheelie to reveal a group of Transformers known as the Seekers. They find and revive the elderly Jetfire. Originally a Decepticon, Jetfire reveals to have changed sides to the Autobots, and teleports the group to Egypt.

Following several clues, the trio find the Tomb of the Primes in Petra. When Sam touches The Matrix it crumbles to dust, but Sam puts the sand in a pouch. The Decepticons arrive and battle the Autobots and NEST, who are aided by the United States Marine Corps, Egyptian and Jordanian military forces. The Constructicon Devastator uncovers the Sun Harvester from a pyramid but is killed by a railgun strike ordered by Simmons. Epps orders an air strike from F-16s, A-10s, and a B-1 Lancer, taking out all of the Decepticons. Sam makes a dash for Optimus Prime’s body, but is shot and killed by Megatron before the Decepticon is overwhelmed and flees. Before dying, in limbo, Sam is told by the Dynasty of the Primes that the Matrix of Leadership is not a physical item to be found, but a right that he has earned.

Sam is resurrected from the dead, and when the Matrix reforms itself from the sand in his pouch, he resurrects Optimus. The Fallen then teleports, grabs the Matrix and flies to activate the Sun Harvester. After an attack by their artillery and air support fails due to The Fallen’s telekinesis, Jetfire offers his parts to Optimus before dying of wounds inflicted by Scorponok. Using a battle armor made with Jetfire’s remains, Optimus destroys the Harvester, defeats Megatron and kills The Fallen. Megatron, who has been severely damaged in the battle, follows Starscream’s suggestion and retreats. The Autobots, NEST, Sam, and his friends return to the US, where Sam continues to attend college.


Official Sites:

Official site [Hungary] | Paramount Pictures [France] |




English | Spanish

Release Date:

24 June 2009 (Indonesia)

Also Known As:

Transformers: Revenge of the Fallen (IMAX DMR version)

Filming Locations:

Alamogordo, New Mexico, USA

Box Office


$200,000,000 (estimated)

Opening Weekend:

£8,349,739 (UK) (21 June 2009) (516 Screens)


$836,303,693 (Worldwide) (15 October 2009)

Company Credits

Production Co:

DreamWorks SKG, Paramount Pictures, Hasbro

Technical Specs


150 min

Sound Mix:

SDDS  | Dolby Digital  | DTS

Did You Know?

Shooting started the day after Transformers won the MTV Movie Award for Best Movie.

Michael Bay considered making a small project between Transformers 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 in a car crash. One of LaBeouf’s hands required surgery. Production was only delayed 2 days; Michael Bay filmed second unit scenes, and LaBeouf recovered a few weeks earlier than expected. Bay wanted the hand injury to 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 film’s title. His co-writer Roberto Orci jokingly stated he would also like Transformers to be named “Transformers: More Than Meets the Eye.”

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.

The Autobot Arcee was originally meant to appear in the first film, but was replaced with Ironhide because the writers thought robot genders would be difficult to explain. Afterward, they decided to include Arcee to please fans, and ignore the gender issue. Arcee’s alternate mode was felt to be too small for her to be an effective warrior, so she got two partners, Chromia and Elita-1.

The Decepticon Soundwave 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; he then became a radio, then that was rewritten as Frenzy. His alternate mode in this film is a satellite, which fits his role as a communications officer.

To stage an action scene at White Sands, the buildings built on the sand had explosives 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 appear in the film, and try to throw fans off of the story of the film. According to Roberto Orci it didn’t work.

Roberto Orci and Alex Kurtzman chose the Fallen as the film’s primary antagonist because they felt he was the most elemental villain (he was originally seen in the “Transformer” comics as an apocalyptic god-like robot) and would make a fine master for Megatron.

Megatron’s alternate mode in this film is an alien tank. This combines events from The Transformers: The Movie (he was resurrected as Galvatron, whose alternate mode was a tripod laser cannon/pistol and later an Israeli Merkava tank) and the 1980s Transformer comics (he was resurrected as a tank).

John Turturro was allowed to climb the pyramids during filming in Egypt. At one point, he simply broke down crying. When Michael Bay questioned him, he said, “You just don’t get to do this in movies. You don’t get to shoot in a place that’s 4000 years old.”

The Forest Battle and Operation Firestorm were shot with IMAX cameras. Because of the increased resolution, it took ILM animators 72 hours to render one frame of those scenes.

The Autobot that transformed into a Chevrolet Corvette (Centennial Concept) sportscar was originally called Hot Rod, but he was later renamed Sideswipe.

Ravage’s alternate mode in The Transformers was a tape cassette, but that was considered old-fashioned. He retains his robotic panther form throughout the film.

From the voice actors in this film, Peter Cullen, Frank Welker and Charles Adler were in the original The Transformers series, while Tom Kenny and Kevin Michael Richardson were in (as of 2009) the most recent feature Transformers: Animated and Tony Todd would go on to star in the next series Transformers Prime.

The Dinobots, a faction of Autobots who took the forms of dinosaurs, received strong support from fans to appear in the film. Alex Kurtzman dismissed them as an unlikely concept for an alien robot film, but decided to reserve them for a sequel because of their popularity among fans. Michael Bay however, claimed that he disliked them and that they would not make an appearance in the films.

The college scenes were shot at both the University of Pennsylvania and the Princeton University. Neither school is named in the film, however, as both schools felt that the Judy Witwicky scenes were damaging to their image.

Near the end of filming, Shia LaBeouf hit a prop and injured his eye. His injury required seven stitches, and the doctor 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.

Bumblebee’s alternate mode in this film is a 2010 Concept Chevrolet Camaro. This was a redesign of his previous 2009 Chevrolet Camaro mode, carried out to emphasize Bumblebee becoming stronger and sturdier after his injury in the first film. The Chevrolet logo on Bumblebee’s grill in the first film is yellow, but in this film it is black with a red outline.

The Shanghai Skirmish was planned to shoot in Japan, in homage to the original birthplace of the Transformers, but the filmmakers thought it was too Godzilla-like.

Wheelie was originally an Autobot Cybertronian car in The Transformers: The Movie, but this was revised to a Decepticon radio-controlled truck. His overall personality (a fast-talking, street-smart spy on wheels) is based on the Maximal Rattrap from Beast Machines: Transformers.

In The Transformers, there were two sportscar brothers named Sideswipe and Sunstreaker. Sideswipe had already been selected as a single character. When Michael Bay saw the Chevrolet Trax and Beat, he thought they looked good together and had the potential to be as cool as any big truck. The Twins were altered to miniature automobiles, and were renamed Skids (after the Autobot from the 1980s “Transformer” comics) and Mudflap (after the Transformers: Cybertron Autobot).

Caterpillar Inc. provided three vehicles to portray Decepticons: the 992D wheel loader (Scrapper), the 773B dump truck (Long Haul), and the D9N bulldozer (Rampage).

The Decepticon Mixmaster’s alternate mode is a Mack Trucks concrete mixer.

The Decepticon Hightower’s alternate mode is a Kobelco CK2500 Crawler Crane.

The Decepticon Demolishor’s alternate mode is a Terex O&K RH-400 Hydraulic Mining Excavator, considered to be the largest hydraulic excavator in the world.

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 it in the film anyway.

The Decepticon Barricade, seen in the first film, was going to reappear in Shanghai as the Audi R8 automobile, but the Hasbro Company vetoed that idea in favour of the Audi being a new Decepticon, so he was renamed Sideways.

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

According to Roberto Orci, the script struggled to maintain “a more evenly-balanced focus between the humans and the robots” and “to modulate the humor more.” The Transformers’ more intense war was balanced by outrageous jokes.

Egyptian government official and archaeologist Zahi Hawass, who loved Transformers, got a personal promise from Michael Bay not to destroy buildings during filming before he granted permission to shoot in Egypt.

The film shot in Egypt for 3 days, primarily at the Giza pyramid complex and Luxor. According to Lorenzo di Bonaventura, the shoot was highly secretive: “A crew of 150 Americans and several dozen local Egyptians ensured a remarkably smooth shoot.”

The film shot for 4 days in Jordan, at Petra, Wadi Rum and Salt. The Jordanian royal family, who loved Transformers, provided the Royal Jordanian Air Force for assistance.

Before filming at La Place de la Concorde in Paris, Rittenhouse Square in Philadelphia was used as a stand-in.

The Transformers were created with a mix of computer-generated imagery and props, including include a life-scale model of Bumblebee (the same used from the first film), a life-scale model of Optimus Prime, a life-scale puppet of robot-mode Wheelie, a model of the Matrix of Leadership, Jetfire’s landing gear/cane, a puppet of Ravage, a puppet of Scalpel, Megatron’s claw, and the Fallen’s face. CGI was used extensively so scenes could be filmed easily.

According to Roberto Orci, the film’s central theme is “being away from home and adapting to a new world.” Sam must leave home for college, and the Autobots make Earth their new home.

Originally there was going to be a massive army of Insecticons (a The Transformers faction of insectoid Decepticons) that would merge to form the Swarm, (taken from the 1980s “Transformer” comics). This was changed as it would have been too expensive, and not as spectacular as Devastator appearing; in the end, only one Insecticon appears, seen tracking down Sam and Mikaela in Operation Firestorm. The concept was not scrapped though but evolved into the Microcons-Reedman sequence.

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.

Roberto Orci and Alex Kurtzman approached Leonard Nimoy to voice the Fallen while the three of them worked on Star Trek. Nimoy voiced Galvatron, Megatron’s successor, in The Transformers: The Movie. Michael Bay was nervous about approaching a relative (Nimoy is married to Bay’s cousin), particularly a famous one: “I just feel kind of bad about asking him. ‘I can’t pay you that much, but would you do this voice?'” Nimoy eventually got the role of Optimus Prime’s predecessor Sentinel Prime in Transformers: Dark of the Moon.

The Fallen’s face resembles the Decepticon insignia, with an Egyptian crown attached. He also has red magma lines running across his body, a reference to his original aflame appearance in the comics. His features also resemble the multi-faced Quintessons, the god-like bio-mechanical creators of the The Transformers.

The Hasbro and Takara Toy Company, who own the “Transformers” toy line, recommended that the film feature combining robots.

While rendering Devastator, one ILM animator’s computer reportedly overheated, and its internal circuitry melted.

Ravage’s first scene shows him leaping over the Diego Garcia beach. This scene is based on the famous image of a leaping Ravage that appeared as his original packaging art, was used repeatedly in the Marvel Comic, and is copied in coloring and story books.

Michael Bay described the tone of the film as “Ben-Hur fused with Apocalypse Now.”

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

The filmmakers polled Transformers fans to decide which robots to cast in the film. The most popular robots were Soundwave (20% of the vote), the Constructicons and Dinobots (tied with 16%), Jetfire (11%), Ultra Magnus and Shockwave (tied with 9%).

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

When filming the Operation Firestorm scene where Leo rescues Simmons from Devastator’s vortex Ramon Rodriguez endured artificially-generated 100-mph winds, which clogged his eyes with sand and dislocated his shoulder. It took him 45 minutes to clear his eyes.

Megan Fox cannot ride a motorcycle, so when she shot her riding scenes someone had to push her so that she could get a good start, and when shooting ended someone was always on hand to catch her bike.

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 Autobot Sisters’ alternate modes – a pink Ducati 848, blue Suzuki B-King, and a purple MV Agusta F4 312R – were designed and built by the sports bike company retroSBK.

The Twins were specially designed to reflect each other: Skids has an oversized left arm/eye and Mudflap has an oversized right arm/eye, and Skids’s face is the top part of the Autobot face and Mudflap’s face is the bottom part.

The massive air strike in Operation Firestorm was caused by a 1,000-gallon gasoline bomb. Special effects supervisor John Frazier spent seven months setting it up, longer than it took to shoot the whole film. The bomb made the Guinness Book of World Records as the biggest bomb ever filmed with actors close by.

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

Starscream paints his body in purple Cybertronian markings. Purple is considered the Decepticons’ mascot color.

The ILM animators studied each others’ eyes to get an impression of how to express emotion in the robots’ optics (eyes). In the previous film, they’d relied on the light from the optics, in this film, they relied on the optics’ movement to express emotion.

Megan Fox had lost weight before shooting, so Michael Bay prescribed a “cake diet” for her to follow. Within three weeks, Fox gained 10 pounds.

In The Transformers the Constructicons transformed into construction vehicles, and could combine into the giant robot Devastator. In this film, there are two fleets of Constructicons: one fleet combines to become Devastator, the other fleet is disguised individual robots. Devastator was made a separate entity because it was not possible for the VFXperts, with the alien multi-segmented design used on the robots, to effectively design combining Transformers. Hasbro faced a very similar situation; they had to release the Constructicons and Devastator in two sets.

A single IMAX shot (df250) would take almost 3 years to render on a top-of-the-line home PC running nonstop. If the entire movie was rendered on a modern home PC, you would’ve had to start 16,000 years ago (when cave paintings like the Hall of Bulls were created) to finish for this year’s premiere.

According to the ILM animators, Devastator is made of 52,632 pieces (more than 10 times the number of individual parts in an ordinary car), 11,716,127 polygons, and 6,467 textures, and took up 32 gigabytes of computer space. If his components were laid end-to-end they would stretch 13.84 miles. All the gold ever mined in human history could build a little more than half of it.

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

Casting sheets leaked in early 2008 mention the CEO of a corporation called “Massive Dynamics”. The middle-aged male would have testified before Congress about robotic weapons in a short scene. A few months after the leak, Fringe debuted. Co-created and written by Roberto Orci and Alex Kurtzman, it included a mysterious corporation called “Massive Dynamics”, later renamed to “Massive Dynamic”. Steve Tom noted on his website that he would be playing the CEO of “McClaren Robotics.” The novelization says that the government created a fake corporation called “Massive Dynamics” as a cover for the events of Transformers. The cover story stated that Massive Dynamics had developed search-and-rescue robots that malfunctioned during tests and caused the damage seen in the finale.

General Morshower is named after the actor who plays him, Glenn Morshower.

Simmons’ codename “Robo-Warrior” was often used by Transformer fans online and in convention circles.

At the frat party, Sam takes some icing off a cake, which has the letters PSIU on it. This letters represent to the Psi Upsilon fraternity, which Michael Bay was in. The house the party was shot in, often referred to as “The Castle,” is also a Psi Upsilon Chapter house.

Michael Bay’s pet dog Bonecrusher, adopted during the making of Transformers, can be seen at Mikaela’s house.

According to Megan Fox, Michael Bay used multiple cameras in some scenes to film her from the front and behind: “I’m bent over airbrushing the bike, and I’m wearing these really short shorts. I thought I was performing the scene with the camera on my face, but he had a multiple camera going that was on a dolly, sliding in and out from behind me. My dialogue isn’t even on camera!”

In The Transformers, Soundwave’s distinctive voice was created by Frank Welker using his deep ominous Dr Claw voice from Inspector Gadget, and then filtering the voice through a vocoder. In this film, Welker’s voice was not treated with a vocoder, but it was in the video game Transformers: Revenge of the Fallen.

White Sands Missile Range doubled for Qatar in Transformers, and for Egypt in this one. This military installation is unique in that every weapon in the US Army arsenal can be fired within its borders.

Over 1.25 million feet of film were shot.

The submarine scenes were shot at the Point Loma Submarine Base in San Diego, CA. Some of the extras were serving Navy sailors.

Rachael Taylor who starred as the Australian Maggie Madsen in Transformers turned down a chance to reprise her role.

Originally, the Twins and the Autobot Sisters were planned to respectively combine into bigger stronger robots. However, this was too expensive and would have been too much in the film anyway (however, the Twins are seen at the beginning of the film combined in an ice cream truck).

Frank Welker recorded Soundwave’s lines in French and Italian for the dubbed versions of the film.

NEST is the alliance between the humans and the Autobots. It has different meanings: “Networked Elements: Supporters and Transformers,” “Non-biological Extraterrestrial Species Team,” and “Non-biological Extraterrestrial Species Treaty.” It could also refer to Earth being a nest (refuge) for the Autobots. There is also a real-life NEST agency: The Nuclear Emergency Support Team.

The Decepticon Scalpel (described in the film as the Doctor) takes the alternate mode of a lensmeter, a device used by optometrists to check the various aspects of a prescription lens for eyeglasses (his toy gave him a different alternate mode: a microscope, in tribute to the The Transformers Autobot Perceptor). His bug-like design and sadistic attitude were based on Tarantulas, the twisted Predacon scientist from Beast Wars: Transformers.

The elderly Autobot warrior Kup was originally going to be in the film, but he was altered to become the ex-Decepticon Jetfire.

The word “transformer” is heard only once in the film, used by Simmons in his bunker (“The Transformers, they’ve been here a long, long time.”). Its derivatives are used by the Fallen and Jetfire.

Throughout the Transformers saga, Jetfire has possessed an aerial mode and an accent: In The Transformers he was a VF-1S Valkyrie jet with an American accent, in Transformers: Armada he was a space shuttle with an Australian accent, in Transformers: Animated he was a Cybertronian jet with a Russian accent, and in this film, he is a SR-71 Blackbird jet with a British accent.

From the Autobot Sisters, the pink motorcycle is Arcee, the blue bike is Chromia and the purple motorbike is as Flareup; their toys are marketed and sold as such. However, Roberto Orci maintains that the Sisters are all Arcee.

The interior design of the Nemesis was based on photographs of sawed-open bones, including marrow and vessels.

In The Transformers, the Seekers were Decepticons who took the form of jets. In this film, the Seekers are a special class of Transformers who explored the galaxy.

The photos of Seekers are a Ford Model T automobile, a B-24 “Liberator” bomber, an F-104 “Starfighter” jet, an “Albatross” D III biplane (Ransack, who appears only in the movie novelization), and an SR-71 “Blackbird” jet (Jetfire). These photos allude to the “Transformers: Evolutions” comics, where the Transformers awoke in the 1800-1900s and took the form of locomotives, steamboats, zeppelins, and other turn-of-the-century vehicles.

The Decepticon Overload’s alternate mode is a Komatsu HD465-7 articulated dump truck.

Tom Kenny, Reno Wilson, Mark Ryan and Jess Harnell have voiced both an Autobot and Decepticon. Kenny voiced Skids and Wheelie, Wilson voiced Mudflap and Frenzy, Ryan voiced Bumblebee and Jetfire, and Harnell voiced Ironhide and Barricade.

The VFXperts believe Soundwave is their most interesting robot: “While he doesn’t have a transformation, he is a combination of mechanical robotic pieces and these organic space-age tentacles. He will lock onto a satellite and as his tentacles search out, they lay out these very geometrically shaped and patterned tentacles akin to the structure you see on a circuit board. The bigger ones look like metallic rubber; the little ones look more like glass. They creep over the satellite almost like an L-system. You can see a very mathematical pattern as these guys learn where to go.”

The Decepticon who steals the Allspark at the NEST base is named Reedman, because he was made out of hundreds of miniature bug-like robots (described as Microcons). The VFXperts described him as “a bunch of razor blades really, but cooler looking than that! He’s able to orient himself in a particular axis to make himself invisible from that axis.”

The animators designed Devastator’s first appearance as “a scary transformation, where things are slamming together and getting pulled around. All seven vehicles shove themselves together and click into place as he grows into this giant, scary dude.”

The helicopter crash in Operation Firestorm was achieved by setting up a rig where a real fuselage came crashing down in front of the camera. The body of the copter, however, was empty and without rotor blades; it thus fell to the VFXperts to render these into the scene.

According to the writers, there are around ten song titles by Nine Inch Nails (Only, Closer, Last, Hurt, Vessel, The Wretched, Please) in the dialogue.

For the scene where Bumblebee blasts Sam’s bedroom, an extension of the bedroom was built to be blown up, which would leave the original bedroom unscathed. But when the extension was blown up, part of the attic caught fire and the local fire department had to be called.

An establishing shot of the college shows Princeton’s Frist Campus Center. Fans of House M.D. will recognize it as the Plainsboro Teaching Hospital.

In Operation Firestorm, Simmons talks with the destroyer U.S.S. Kidd. This was the name of a ship that was decommissioned in 1945 after taking a direct hit from a Kamikaze plane. It now serves as a war museum in Baton Rouge, LA.

This is the first sequel for writers Roberto Orci-Alex Kurtzman.

According to Michael Bay, the scene with Sam’s baby booties was inspired by a personal experience in 2006, where his own mother found his baby shoes and gave them back to him.

The Smithsonian National Air and Space Museum in the film is actually the Steven F. Udvar-Hazy Center. It is a separate building at Dulles International Airport, administered by the Smithsonian, and home of most of the aircraft exhibited. The exterior of the Museum, an aircraft boneyard in the film, was actually the 309th Aerospace Maintenance and Regeneration Group in Tuscon, Arizona.

In the Transformers saga, a space bridge is a portal that connects certain points in space, to allow for easy transportation. In this film, it is an ability (used by Jetfire and the Fallen) to teleport to certain places.

Jetfire was originally envisioned as having an accent like an American Southern preacher.

According to the film’s sound editor Erik Aadahl, the audio FXperts used inventive techniques in this film:

  • the Microcons Ravage expels from his body make a quivering zinging sound, the amplified sound of a couple of magnets tossed in the air and clacking together
  • the Insecticon Sam holds in his hand makes a chirping noise, made from the vibrating hum of Aadahl’s own shaver
  • the creaking of Jetfire’s joints were formed from opening a stove door
  • and the stomping noises Devastator makes was created from slamming a dryer door.

Bumblebee continues to use his radio to communicate, even though at the end of Transformers he was able to speak briefly. The writers liked Bumblebee’s radio ability and wanted to use it again, so the movie comic ”Transformers: Alliance’ (#3) explains that Bumblebee’s voice processor was damaged again in a battle with Starscream.

The transformation sound from The Transformers can be heard when the Microcons fuse together to form Reedman at the NEST base.

The Twins were originally going to have a third member (just as Arcee herself had two twin sisters), whose alternate mode would have been a Mercedes Benz Smart automobile. Unfortunately the filmmakers were unable to acquire the Benz Smart for the film.

Anthony Anderson, who played Glen Whitman in Transformers, was considered to voice the Autobot Jolt.

Peter Cullen, the original and film voice of Optimus Prime, was originally going to appear in this film as Prime’s hologram, but this had to be cut out of the film. The movie comic ‘Transformers: Alliance’ (#1) features this event occurring.

Believe it or not, this is the second film/sequel Steven Spielberg produced that has a testicle-related joke. The first was Men in Black II which had Agent K taking on a Balchinian.

Optimus Prime was originally going to appear with his iconic truck trailer, and would have combined with it as well; however changes to the script caused this concept to be scrapped. He finally got his trailer in Transformers: Dark of the Moon.

An early draft of the script had the Fallen encased in a sarcophagus on the bridge of the Nemesis starship, which was being supplied energon fuel from the hatchlings. This concept occurred in the movie’s comic adaptation, but in the actual film was rejected in favour of having the Fallen being directly present.

Jetfire rants about how his father was a wheel, and did not transform at all. He is possibly alluding to the Autobot Scrounge, who appeared in the “Transformers” comics and whose alternate mode was a wheel.

The freighter the Constructicons hide out on is named “Bayos.” This is a joke on Michael Bay’s action sequences, which are filled with as much chaos and mayhem as possible, that they have been christened “Bayos” and “Bayhem”.

During Operation Firestorm, the Twins grab onto a pipe. For a moment, a newspaper blows onto the pipe, on which a headline (“…STERIOUS ROBOT SIGHTED”) and an image of a robot can be seen. The image is of the Decepticon Shockwave, who is seen in his The Transformers appearance. It also hints at his arrival in Transformers: Dark of the Moon.

The Forest Battle was filmed on Native American land in New Mexico. The filmmakers were permitted to destroy 12 real trees, and in return they planted 6,000 new trees. Michael Bay says on the director’s commentary that being an animal lover, setting off explosives in a real forest was one of the more uncomfortable action scenes for him to direct.

Bumblebee has only one spoken line in the film, which was seen in promotional footage; but for that reason it had to be removed from the film (it’s where he talks to Sam in his garage). Mark Ryan was disappointed that the line had to be cut from the film.

Mark Ryan based Jetfire’s voice on his co-actor and close friend Ray Winstone.

James Arnold Taylor was originally cast to voice the Fallen, but to his disappointment was replaced with Tony Todd. Taylor would get to voice the Fallen in Transformers: Revenge of the Fallen.

During the beginning NEST scene when you see the British flag patch on the shoulder of Captain Graham (Matthew Marsden), the patch right under it says “If I tell you, I have to kill you”.

The Steven F. Udvar-Hazy Museum set up a shrine near its SR-71 Blackbird exhibit to commemorate their role in the film, which features props from the film, concept artwork/designs of Jetfire and a set of “Transformer” Jetfire toys.

Michael Bay brought his mother with him to Petra for the shoot, to show her around.

Roberto Orci and Alex Kurtzman originally passed on this film due to scheduling conflicts with other films, but the studios returned to them after looking through the other writers’ scripts and finding them unsatisfactory. However, they had only three weeks to write the script due to the 2007 Writer’s Guild of America strike. Michael Bay and Shia LaBeouf expressed disappointment with the film due to the script’s rushed treatment.

As of 2011, this film holds the record for the highest number of paid product placements, 47.

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

During filming, Mark Ryan acted as a stand-in for the Transformers on set, to give the actors a physical presence to react to/act against. He also ad-libbed characters during the film’s post-production. He was taken on board to voice Jetfire.

Released on the 25th anniversary of The Transformers.

In The Transformers, The Constructicons are Decepticons 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 Transformers.

The aircraft carrier scenes were shot aboard the USS John C. Stennis, which was conducting exercises off the southern California coast. Some of the extras were Navy sailors. Tyrese Gibson gave an impromptu concert in the hangar bay after filming completed.

Long Haul’s robot mode was designed by graphic artist Josh Nizzi. It was intended as fan art, but Michael Bay was so impressed when saw the design he hired Nizzi to work on the film. Nizzi went on to design the robot modes for Megatron, Jetfire, and Jet Optimus.

From the roster of Transformers in this film, Michael Bay’s favourite Transformers are the Twins, Shia LaBeouf likes Scalpel, and Megan Fox prefers Devastator.

There are 7 Constructicons in this film: Scrapper, Mixmaster, Long Haul, Rampage and Devastator (from The Transformers), Hightower (from Transformers: Robots in Disguise), and Overload (from Transformers: Armada). From these, Rampage was originally a Predacon, while Hightower and Overload were originally Autobots.

Judy Witwicky runs out of the house with a waffle iron on her head. The iron was supposed to be a member of the feral Transformers at the Witwicky home; it was too expensive to animate however and was omitted from the film.

The Transformers slogan “Robots in disguise” is used by Agent Simmons when he discusses Project Black Knife.

The Decepticon that transforms into a Volvo excavator (referred by the Doctor as “ze little one” in the film) is called Scrapmetal.

The scenes in which the first shard is retrieved from Diego Garcia were filmed at the Naval Station Point Loma ULF/VLF facility. The ringlike antenna can be seen in the background. It is used to communicate with submerged vessels.

Sideswipe is the only automobile Transformer to have his chest formed from the back of his car mode (all other automobile Transformers have their chests formed from the front of their car mode). He is also the only Autobot to have his voice actor changed – he is voiced by André Sogliuzzo in this film, and was voiced by James Remar in the sequel.

When being attacked by Grindor, Leo screams “We’re gonna die!” This was the catchphrase of the Maximal Rattrap, who appeared in Beast Wars: Transformers.

Erin Naas:  Arcee’s hologram driver.

Chris Palko:  Shia LaBeouf convinced his best friend, rapper Chris “Cage” Palko, to appear in the film. He can be seen in the college quadrangle.

The Decepticon Alice is classified as a Pretender, a robot that maintains a bio-organic shell.

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…”

Despite being referred to by name, and helping bring Optimus Prime back to life, Jolt doesn’t have a single line of dialogue.

When NEST is being shut down and the Autobots are being taken into custody, Ironhide is heard yelling “Do you want a piece of me? I will tear you apart!” This is how the Autobot Jazz died in Transformers.

There are several allusions in the film to The Transformers: The Movie:

  • An ancient robot is the primary antagonist
  • Megatron is rejuvenated
  • Optimus Prime is killed (but appears near the end of the film)
  • Both Wheelie and Arcee are introduced
  • An elderly robot (Kup, Jetfire) plays a supporting part
  • Devastator plays a pivotal part during a battle
  • A giant robot unleashes its vortex weapon
  • A group of small robots survive a giant robot’s attack (Dinobots vs Unicron, Twins vs Devastator)
  • And a prophecy and the Matrix of Leadership serve as key factors.

According to Simmons and later Jetfire, the Transformers were on Earth many centuries ago, and played a part in Earth’s history. This parallels the history of The Transformers, where the Transformers came to Earth (both Autobots and Decepticons crash-landed violently and remained comatose till they awoke in 1984); the successor Beast Wars: Transformers, which began on prehistoric Earth between the Maximals and Predacons (descendants of the Autobots and Decepticons); and the Transformers comic ‘Hearts of Steel’, where the Transformers awoke in the 1800-1900s (and took the form of locomotives, steamboats, zeppelins, and other period vehicles).

Jetfire is primarily based on his The Transformers incarnation (a former Decepticon), but his body’s parts being fused with Optimus Prime is a homage to his Transformers: Armada incarnation, who could combine with Prime to form a stronger robot.

Jetfire asks Optimus Prime to take his parts, saying he will have “a power you’ve never known,” and upon doing so, Optimus has the ability to fly. In The Transformers, most of the Autobots did not have the ability of flight (and in this film, Optimus becomes the first movie Autobot to do so).

Canonically, Autobots have blue eyes and Decepticons have red eyes. In the movie, the Decepticon spy Alice has blue eyes, the ex-Decepticons Jetfire and Wheelie have red eyes (though Jetfire defected long ago and Wheelie replaced his damaged red eye with a blue eye), and the Decepticon Devastator has green eyes.

Optimus Prime’s death is something of a series trademark. Starting from The Transformers: The Movie, almost every Transformers series has featured Optimus Prime (or his equivalent in Beast Wars: Transformers) dying, only to be resurrected some time later.

Michael Bay was disappointed with the climactic fight with Optimus Prime and the Fallen, because he had to scale it down due to running time purposes.



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