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Film: Transformers: Revenge of The Fallen

"Gotta wonder... if God made us in his image, who made him?"
Sgt. Epps (musing about Optimus Prime)

Transformers: Revenge of the Fallen is the sequel to the hit film Transformers, released 2009. It is succeeded by Transformers: Dark of the Moon.

Two years after the first movie, the Autobots are working alongside Human Special Forces from around the world to deal with random Decepticon arrivals. Sam is heading off to college and has to deal with saying goodbye to Mikaela and encourages Bumblebee to return to the Autobots full time. But when Sam uncovers a fragment of the Allspark, he has secrets of Cybertronian history downloaded into his subconscious mind, including the location of an energon harvester left on Earth by ancient Transformers, the Seven Primes and the founders of their civilization. One of those Primes, known as The Fallen, is the secret mentor to Megatron.

When another Allspark fragment revives Megatron, Sam becomes a target so that they can locate one of the most sacred of Cybertronian artifacts, and key to the Harvester, the Matrix of Leadership.


Transformers: Revenge of the Fallen provides examples of the following tropes:

  • Absurdly Sharp Blade: Reedman, a robot sharp enough that it cut a soldier in half just through a full-body tackle.
  • Aerith and Bob: Megatron, Starscream, Soundwave, Sideways, Mixmaster, Devastator, Demolishor, Scorponok, Ravage... Reedman. Mind you, several characters have weird placeholder names before finalized names are decided, and some accidentally made it into the credits — Demolisher/Scavenger is called "Wheelbot", and Rampage is called "Skipjack". It's just that "Reedman" went unnamed onscreen (being the underling of a 'bot who is never heard to speak) and doesn't have any merchandise for a more Transformery name to be used on, either. Keeping "Reedman" seems to have just happened, rather than being intended.
  • Ancient Astronauts: The Primes came to Africa around 17,000 BC. The Fallen himself seems to have inspired the look of Egyptian Pharaohs.
  • Artistic License - Geography: According to this film, the Pentagon is in Washington D.C., not Virginia. Egypt and Jordan share a border (there's a little country named Israel between them), the Pyramids are portrayed as being in walking distance of the Sphinx (close, but not quite), the Valley of the Kings (thousands of miles away) and Petra (in a completely different country).
  • Astonishingly Appropriate Appearance: The Fallen looks like he's wearing an Ancient Egyptian Pharaoh's headdress. Fitting, because the Star Harvester is hidden within the Great Pyramid of Giza.
  • As You Know: Galloway goes through this on a "secure" satellite line, detailing both the location of Megatron's corpse and the Allspark fragment. Naturally, Soundwave is listening in.
  • Back from the Dead: Optimus, Megatron and, more surprisingly, Sam.
  • Badass Grandpa: The geriatric Jetfire still kicks major ass.
  • Bad Humor Truck: Skids and Mudflap's original altmode was an ice cream truck, one of them forming the front and the other the back.
    Sign on their combined altmode: (Decepticon symbol) Suck my popsicle!
  • The Beautiful Elite: During the college and France portions, aside from maybe Sam's parents, nobody on the set is ugly. ESPECIALLY the women. Leo lampshades this, apparently taking credit for it using some hacking trick to get all the hot chicks into his dorm.
  • Benevolent Boss: General Morshower, commander of NEST. He backs up Major Lennox and his Autobot/Special Forces admirably, no matter how many a—holes question them.
    Gen. Morshower: Let me stop you right there, Mr. Galloway. It was vetted right here. Major Lennox and his team have demonstrated the highest quality judgement. If he says it was necessary, that's good enough for me.
  • Bifurcated Weapon: Jetfire's cane.
  • Blow You Away: Optimus uses the backblast of his Jetfire thrusters to blast Megatron through some Egyptian ruins.
  • Brass Balls: Devastator has two giant wrecking balls in a very suspicious area when combined.
  • Broken Faceplate: During the forest battle, Megatron delivers a powerful kick to Optimus that completely shatters his iconic faceplate. He even has to spit some pieces of it out of his mouth after being blasted across the forest.
  • The Call Knows Where You Live: "Fate rarely calls upon us at a moment of our choosing."
  • Cat-apult: The missile on Soundwave's toy is actually Ravage.
  • Colossus Climb: The twins attempt one on Devastator.
  • Combining Mecha
    • Devastator
    • The twins start out having a combined Altmode: a beat-up, old fashioned ice cream truck. Supposedly they were originally going to combine in robot mode as well (which is presumably why they're lopsided on opposite sides)
    • In the climax of ROTF, when Jetfire's spark is merged with Optimus, his body essentially rebuilds itself around Optimus. This also doubles as a throwback to Transformers Armada.
    • The Arcees were designed with combination in mind, in order to give their robot mode more mass in comparison with the other characters. This was eventually cut, but you can find art of the combined mode with a quick image search and in one panel of the tie-in comic.
  • Continuity Nod
    • Simmons kept Frenzy's decapitated head in his basement.
    • During a long shot of Decepticons gathering their forces, you can see the minesweeper alternate mode of Bonecrusher among them. The robot CGI model is only used briefly, through smoke and behind a building, likely because of his major scene in the first film.
  • Cool Old Guy: Jetfire
  • Cyber Cyclops: Ravage
  • Dare to Be Badass:
    Sam: You're Optimus Prime, you don't need me.
    Optimus: Yes we do, Sam. More than you know.

    Optimus: Fate rarely calls upon us at a moment of our choosing.
  • Defector from Decadence: Jetfire
  • Demoted to Extra: In which Arcee gets blown up real good. This after much expectation that she would actually do something of note. Ironhide and the other Autobots from the first movie, except for Bumblebee and Optimus, of course, share something of a total of 10 lines between the lot of them. Meanwhile, these memorable characters were replaced with the Twins.
  • The Determinator: Megatron, in the final battle, makes it his personal mission to ensure Sam does not reach Prime's body with The Matrix of Leadership, alive. He becomes the only Decepticon that actually survives "Operation: Firestorm" and actually charges right into a barrage of tank fire, just to get one shot to kill Sam. Which, he does. Unfortunately for him... it doesn't last.
  • Deus ex Machina: The film has a classic example. When Devastator climbs the pyramid, Simmons manages to somehow contact a nearby warship captain on a hand radio and convinces him to use a "railgun" super weapon. This weapon obliterates Devastator and yet was not mentioned previously in either of the two movies, nor was it used again. It seems like a pretty handy weapon to have and even of a superior technology to that of The Transformers. It also seems odd that it was not used again, since The Fallen stands in the exact same place only a few moments later.
    • To a lesser extent, The Matrix of Leadership might also be considered a Deus Ex Machina as near the end it is revealed that this tool which is used to power a super weapon, is also the only thing that can bring Optimus Prime (and Sam) back to life.
    • An almost literal example of the classic meaning in Revenge of the Fallen. When Sam dies at the end of the film, he is pretty clearly dead. Resuscitation isn't working, the medic calls it, this is one downer of an ending as our hero is dead and gone. Then, we are suddenly transported to some sort of weird robot Fluffy Cloud Heaven, where the original Primes tell him he has earned the Matrix of Leadership, and he comes back to life.
  • Does This Remind You of Anything?: Megatron presses Sam down on an operating table while remarking that it feels good to hold the boy's flesh and then sticks things into him. And he was all on top of Starscream... It would seem this is the Legion form of Megatron...
  • Do Not Adjust Your Set: The Fallen broadcasts an ultimatum to the entire world to hand over Sam by having Megatron grab onto the antenna on top of the Empire State Building. (Though Soundwave did hijack communications for the entire movie...)
  • Double Entendre: The astronomy professor's spiel is loaded with them.
  • Dummied Out: Done indirectly with the Autobot motorcycle figures - leaving out the third one from the toyline resulted in two Autobot sisters with the components intended for a three-part mecha form.
  • Dynamic Entry
    • Scorponok gets one of these. It doesn't go as planned, though.
    • Bumblebee makes one against Rampage, starting his third Big Damn Heroes moment of the film.
  • Extra-Strength Masquerade / Weirdness Censor: ROTF hits these hard. Bay claims that the events of the first movie had, by the time of the second movie, been covered up and entirely forgotten about it to the point where it's laughed off as just a joke. Think about that for a moment. Giant alien robots demolish several blocks of a US city, kill what is likely hundreds of people in the process, and less than two years later it's dismissed as just a joke?

    Supplementary materials provide a much less ridiculous explanation; yes, the people know it happened, but they don't know that it was aliens who did it. The government put forth a cover story claiming that prototype search-and-rescue robots (human-built) went haywire and escaped into Mission City, going on a destructive rampage through the area.
  • Family-Unfriendly Death:
    • Optimus Prime tears The Fallen's face off of his robotic skull before punching through his chest and tearing out (and crushing) his spark core. As The Fallen's eyes flicker off, he sags to the ground, liquid metal dripping out of his mouth. As this happens, Optimus proclaims: "I rise, you fall." Granted, The Fallen had been trying to use a Solar Harvester to drain the energy of Earth's sun and Optimus was defending the world, but that doesn't change the gruesomeness of The Fallen's death.
    • Ravage's death at Bumblebee's hands-in slow motion his SPINE is ripped out, goo hanging off it, then used as a club. Or even Grindor's robo-brains spraying all over the forest when his head is ripped in two by Optimus.
    • And Jetfire crushing Scorponok's head flat with his fist. Devastator being blown into at least a dozen pieces by the railgun.
  • Fan Disservice
    • Did we really need to see a closeup of Turturro's thong-clad ass?
    • How about Devastator's "scrotum"?
  • Fantastic Racism:
  • Faux Action Girl: The Arcees. At first glance, they're among the more interesting of the new Autobots introduced: a trio of female motorcycle Transformers. We're set up to expect a Crowning Moment Of Awesome from them, since they're Fragile Speedsters with the emphasis on "fragile".
  • Five-Bad Band: The Decepticons form one:
  • Foreign Queasine: Looks like escargots disagree with Sam's parents.
  • Foreshadowing: Under the influence of the Allspark, Sam rambles in Astronomy class about the "Sentinel Prime expedition", and explains (while writing what appears to be an equation in Cyberglyphics) what might possibly be the Space Bridge.
  • Fruit Cart: Shows up at one point during the police chase in the Middle East.
  • Funny Background Event: Just before Optimus kills the chopper-bot Grindor, he hacks off the latter's rotor-wielding arm - being formed from his tail rotor, and it flies unaided into the background as the battle continues.
  • Gainaxing: Mikaela during a few scenes in the desert... in slo-mo, no less, and at an completely inappropriate time.
  • Gay Paree: A brief scene of Sam's parents in Paris includes all the requisite clichés: disgusting escargots, annoying mimes, the Arc de Triomphe...
  • Geeky Turn-On: "Camshafts".
  • Gender Flip: A mild reversal of expected gender roles with Sam going off to college while Mikaela works in her father's motorcycle repair shop.
  • Give Me Your FACE!
  • Giving Someone the Pointer Finger: Optimus does this to Galloway while stating that You Are Not Ready... with a finger nearly the size of the man's arm.
  • A God Am I: Played for laughs by Professor Colan. He claims to be "the Alpha and the Omega", thus comparing himself to God.
  • Grievous Harm with a Body
    • When Optimus Prime is triple-teamed by Megatron, Starscream, and Grindor, he is seen at one point beating Starscream with his own severed arm before being killed by Megatron. Of course, being a robot, Starscream is able to retrieve his arm and reattach it afterward... after Megatron hit him with it a couple times too.
    • In the last battle, Optimus Prime (now combined with Jetfire) manages to make Megatron shoot himself in the face.
    • After Bumblebee kills Ravage... by peeling him... he uses what's left to smack Rampage in the face.
  • Heel-Face Turn: Jetfire and Wheelie.
  • Honor Before Reason: All the Autobots possess this trope to some degree, but it is actually Ex-Agent Simmons who takes this to an all new level of awesome.
  • I've Come Too Far: Sam in the later stages of the movie.
  • It's All My Fault: Sam blames himself for the death of Optimus at Megatron's hands.
  • Jerkass: Biggest one would have to be Galloway.
    Epps: Really don't like that dude. He's an ASS-HOLE.
  • Jive Turkey: If you thought Jazz was a little heavy on this in the first movie, the Twins really crank it up, with most people thinking they went too far.
  • Know When to Fold 'Em: Starscream, of course.
  • Let's Get Dangerous: The Twins as they step up and take on Devastator.
  • The Load: Sam himself acts very much as The Load to the rest of the Transformers. His only purpose is to have a head (and later, a sock) full of the Macguffin and to get it where it needs to go, and since that job requires him to run across a battlefield full of giant robots....
  • Long Distance Relationship: Sam and Mikaela try this. It starts falling apart before the end of the first day. This is largely due to a combination of Transformers and a "girl" named Alice, who is all over Sam.
  • Madness Mantra: "KITTEN CALENDAR KITTEN CALENDAR KITTEN CALENDAR—"
  • Man Behind the Man: The Fallen is Megatron's master, and the real instigator of the civil war that killed Cybertron.
  • Marijuana Is Meth: The mom buys some pot brownies (openly on a crowded college campus in the middle of the day), eats them, and proceeds to run wild, at one point tackling a stranger from behind to the ground and hitting on her husband after he pins her to the ground. Apparently the writers took the movie Reefer Madness as a serious documentary on pot.
  • Ms. Fanservice: Mikaela Banes, not surprising considering she's played by Megan Fox, she shows more skin in this movie than in the last film, her clothing in this film mainly consists of sleveeless shirts and dresses
  • The Napoleon: Wheelie assumed the checkpoint guard fits this trope.
    Wheelie: Little guys are mean. Tell him he's tall.
  • Not Using the Zed Word: The actual term "Transformers" wasn't mentioned at all in the first film (they did use the word "transformer" as in electrical transformer), they instead referred to the robots by their faction name or just as robots. ROTF does have Simmons refer to the robots as The Transformers.
  • Not What It Looks Like: Doubled-over. Mikaela walks in on Alice basically sexually assaulting Sam. It really isn't what it looks like; not only were they not making out, but Alice is also a Decepticon. It still didn't help Sam's damaging relationship with Mikaela.
  • Obstructive Bureaucrat: Galloway.
  • Oh Crap: During this little exchange during the desert battle.
    Epps: "I hope those F-16s got good aim."
    Lennox: "Yeah? Why's that?"
    Epps: "I told them to hit the orange smoke." (orange smoke drifts between them)
    Lennox: "You mean that orange smoke?"
    Epps: "It wasn't my best toss..."
  • Orifice Invasion: Sam gets more than his share of alien robot probing.
  • Our Hero Is Dead: Optimus Prime; Sam
  • Outrun the Fireball: Subverted in the climax; Sam outruns the blast, but so does Megatron, who shoots him. Sam dies... then comes Back from the Dead.
  • Overranked Soldier: Chief Master Sergeant Epps. From Technical Sergeant (E6) to Chief Master Sergeant (E9) in two years? And he's still in the field? AND by federal law only 1% of the ENTIRE Air Force can be that rank?
  • Please Get Off Me: Mikaela finds herself on top after she and Leo end up in a pile after being teleported to a point roughly twenty or thirty feet over Egypt. Leo has the presence of mind to note that it's a dream come true to find such a beautiful woman land in his lap... except that she accidentally performed a gravity-assisted Groin Attack during her landing.
  • Power of Love: When Sam dies, though it's partially this trope and partially the efforts of a group of powerful and long-dead Primes.
  • Post Asskicking One Liner: After Jetfire takes care of Mixmaster and Scorponok rips through his torso, he's still able to crush his head. he delivers this gem, "I'm too old for this crap.
    • Also Sideswipe's "Damn I'm good."
  • Rambling Old Man Monologue: Jetfire
  • Reaction Shot
  • Reasonable Authority Figure
    • General Morshower embodies this. He supports his NEST team 100 percent and then some.
    • Optimus has shades of this as well.
  • Red Shirts: Human (mostly American) soldiers during the opening battle.
  • Refusal of the Call: Sam says it isn't his war and he just wants to be normal (in the novelization, he also mentions that his last adventure gave him a bad back, and he's too young for chronic pain like that). It goes without saying The Call not only knows where he goes to school but also where his parents plan to vacation.
  • The Right Hand of Doom
    • Skids and Mudflap each have one hand much larger than the other; this is evidently leftover from the stage when they were planned to have a combined robot mode.
    • Megatron's gun arm in comparison to the other. Look at his toy!
  • Room Full of Crazy: Sam obsessive-compulsively decorates his dorm room with Cybertronian symbols while under the influence of the AllSpark.
  • Say My Name: In addition to screaming for Optimus, Sam calls out for Bumblebee no less than three times. Advanced alien robots might have superior hearing, but maybe he's trying to be heard over all the explosions (or Sam just has tinnitus).
  • Shout-Out:
    • One to Armageddon, the Decepticon meteorites striking Paris, along with people running from collapsing buildings.
    • No matter its use, the ammo-less electro magnetic weapon nicknamed a rail gun that resides on an aircraft carrier matches the description, and fires in an almost identical way, to the MacGuffin weapons in Eraser. Makes it somewhat more acceptable knowing that.
  • Single-Stroke Battle: Sideswipe versus Sideways... "Damn, I'm good."
  • Smug Snake: Galloway. Oh so much.
  • Snap Back
    • At the end of the first movie, Bumblebee's damaged voicebox was repaired. However, at the start of ROTF, he still doesn't speak normally. Sam says that he could but he's deliberately playing it up and trying to be cute.
      • A tie-in comic reveals that 'Bee's voicebox was damaged again in a battle between the two films... which isn't much better than the "trying to be cute" explanation.
    • A smaller-scale case occurs during the battle in Egypt: Ravage claws off part of Bumblebee's faceplate, but once Rampage goes down, Bumblebee's pristine.
  • Spell My Name with a "The": The Fallen.
  • Spotlight-Stealing Squad: Most of the movie focuses on Sam, Mikaela, Leo, the Twins and Bumblebee.
  • The Starscream: The film somewhat answers the concerns about the treacherous nature of this universe's Starscream. Apparently, he deliberately left Megatron to die on Earth at the end of the last film just for the opportunity to become Decepticon leader. Unfortunately for him... Megatron is none too pleased by that notion.
  • Strawman Political: Obstructive Bureaucrat Director Galloway is specifically described as President Obama's National Security Advisor and repeatedly states that he acts on behalf of the president. He spends the whole film making bad security decisions and butting heads with the military, following common conservative accusations that the Obama administration is weak on defense. Galloway also unsubtly represents the views of American-Iraq war detractors. Namely that the "autobots presence encourages more Decepticons to attack" and that we should try "diplomacy with the Decepticons".
  • Stuff Blowing Up: It's a Bay movie, so that's a given, but Fallen has apparently set a Guinness record for the largest explosion with the actual actors in the shot. According to Shia on The Tonight Show, it used one thousand gallons of gas. It also took about seven months to plan, set up and execute... which was about the length of time to complete principal photography for the movie as a whole.
  • Suggestive Collision: Mikaela lands face-down in Leo's crotch after a space bridge mishap. Subverted in that Leo notes he'd normally enjoy having a hot woman's face in his lap, but in this case he's worried she crushed something on impact.
  • Super Mode: Jetfire kills himself to allow his parts to superpower Optimus into killing the Fallen.
  • Telephone Polearm: During the forest battle, several trees are used as bludgeons by the combattants.
  • This Is for Emphasis, Bitch!: Mikaela gets one as she rams Alice into a streetlamp while behind the wheel of a car. "Kiss this, bitch!"
  • Those Two Guys: Skids and Mudflap.
  • Throwing Your Sword Always Works
    • Sideswipe has a version of this; he fires one of his retractable blades into Sideways' hood, then presses down on it and drives the blade into the ground, effectively forcing Sideways to bisect himself by driving through it.
    • During the forest fight, Optimus throws one of his swords into Grindor's thigh, taking the Decepticon out of the battle for a brief period (enough to beat Starscream up with his own arm).
  • Took a Level in Badass: Optimus Prime. He was already a Badass in the first movie, but only just about as much as the other robots, and was brutally owned by Megatron. Not so in this movie. Although Megatron does kill him (temporarily), Optimus is an absolute berserker and is responsible for most of the movie's kills, and now has a penchant for Gory Discretion Shots involving ripping Decepticon faces apart.
  • Uncanny Valley Girl: Alice
  • Villain Exit Stage Left: A wounded Megatron makes a strategic retreat after Optimus kills The Fallen, on Starscream's suggestion that "Sometimes, cowards do survive."
  • Villain Opening Scene: The very first scene in the film shows The Fallen terrorising a group of primitive humans in Africa during 17,000 BC, whilst his followers are busy building the Harvester.
  • Wacky Fratboy Hijinx: Combined with Wacky College once Leo shows up.
  • Wave Motion Gun: The human-developed top-secret railgun used to blow up Devastator.
  • Weaponized Exhaust: Optimus blasts Megatron through a wall with Jetfire's turbines.
  • Weaponized Landmark: The Pyramid of Khafre, although it's not so much that the pyramid is a weapon so much that a weapon is inside it.
  • We Will Not Use Photoshop in the Future: Inverted, when Sam tried to convince Leo and his fellow bloggers that the footage from China was faked. They, having spent months blogging about such events, are justifiably skeptical.
  • Where The Hell Is Springfield?: Witwicky's college was not given a specific location outside of it being far enough away to require a plane ride. Unlike most examples, there was a reason why it was unnamed.
  • You Are Not Ready: The Autobots won't share advanced weapon technology. Optimus explains that he is well aware that the military would likely point such weapons at non-Deception targets and will not be party to such a slaughter. (They actually make a blanket refusal to share any of their technology at all.)
  • You Can't Get Ye Flask: Mikaela wants Sam to tell her "I love you,", and she won't accept synonyms.
  • Your Cheating Heart: Bumblebee actually plays the Trope Namer song to remind Sam of the trope when Sam is in the car with Alice.

TransformersCreator/Dream WorksTropic Thunder
TransformersCreator/Michael BayTransformers: Dark of the Moon
The Texas Chainsaw Massacre (2003)Roger Ebert Most Hated Film ListTransformers: Dark of the Moon
TransformersCreator/Asylum Visual EffectsTropic Thunder
TransformersFranchise/TransformersTransformers: Dark of the Moon
TerminatorFilm Brain ListThe Taking of Pelham One Two Three
The Love GuruGolden Raspberry AwardThe Last Airbender
Gunship RescueImageSource/Live-Action FilmsMegan Fox
TransformersCreator/ParamountTransformers: Dark of the Moon
Ti MERFilms of 2005 - 2009 Trash Humpers

alternative title(s): Transformers Revenge Of The Fallen; Revenge Of The Fallen
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