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Film / Transformers: Revenge of The Fallen

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"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 on June 24, 2009 as the second entry in the Transformers Film Series.

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.

The film is followed by a third film, Transformers: Dark of the Moon.

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.
  • Adaptational Nonsapience: While Devastator isn't exactly known for his intelligence, he is normally at least capable of speaking in most Transformers media. Here he is more like a feral monster in both design and behavior.
  • 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.
  • All There in the Manual: The film never explains Alice's human alt mode (even if long-time fans can pick up the reference to the Pretender toyline), and raises the question whether all the robots could scan human altmodes. Some adaptations of the story establish Alice's altmode is actually taken from a humanoid animatronic robot, although that doesn't explain how the Alice seen in the film is so lifelike.
  • America Saves the Day: Just like the previous installment, the American military is once again present in the film's climatic battle. Helping to aid the Autobots in thwarting the Decepticons.
  • Ancient Astronauts: The Primes came to Africa around 17,000 BC. The Fallen himself seems to have inspired the look of Egyptian Pharaohs.
  • And Then What?: Some of Sam's friends expressed doubt that the sand (the Matrix crumbled up) won't bring Optimus back like Sam anticipated asking just what does Sam intend to do if the sand doesn't revive Optimus.
    • While the US Army is assigned to find Sam and bring him to Optimus's body, Epps asked Lennox that even after they find Sam and bring him to Optimus, "How is this little kid supposed to bring him back to life?"
    • Mikaela also asked this to Sam of what if it doesn't work, who simply asserts it will work.
  • Anguished Declaration of Love: Mikaela delivers one to Sam when he is believed to have died from an explosion. His death is temporary.
    Mikaela: Don't you die on me! Sam, come back to me! I love you!
  • Antagonist Title: The Fallen is the Big Bad of the film.
  • Apocalypse How: The Fallen using the Star Harvester to destroy Earth's sun will cause a Class 6 to the Earth. The Fallen indicates the planet will be left intact rather than perishing in a supernova but naturally everything on the planet will quickly die.
  • 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 (hundreds of miles away) and Petra (in a completely different country).
    • Much of the film's first half takes place in New Jersey where Sam's attending college, relatively close to New York City in fact. After killing Optimus, Megatron and Starscream retreat to New York and are seen arguing atop the Gas Company Tower, which is located in Los Angeles. One can clearly make out the Los Angeles skyline as the camera pans around the two.
    • During the Simmons deli scene, Wheelie shines several lights on a map to pinpoint where Sam can find an Autobot that can interpret the symbols pointing him towards the Matrix. The nearest, Jetfire, is located "in Washington", however the light is clearly shining on New Jersey.
    • Also, the team meets Jetfire who's remained dormant and hidden as an SR-71 Blackbird in the Steven F. Udvar-Hazy Center close to Dulles Airport in Virginia; when he departs the building, he stumbles into an aircraft boneyard where retired planes await disposal; no such airfield exists anywhere on the East Coast, let alone behind the Udvar-Hazy Center.
  • Ascended Extra: Starscream has a much more prominent role in this film to make up for his minor role in the previous film. To a lesser extent, Megatron as well.
    • In the video games made based on ROTF, Sideways, Demolishor, Ironhide and Long Haul all do much more than in the movie.
  • 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 Army: Like the previous installment, the film is very big on portraying the US military this way. They even show up at the final battle and despite being severely outmatched by the onslaught of Decepticons they managed to hold their own. Even fatally wounding Devastator.
  • 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.
  • Big Bad Duumvirate: Megatron and The Fallen. Even if The Fallen is emphasized in the movie's title, Megatron himself serves as the bigger threat due to being far more powerful.
  • Big Brother Is Watching:
    • Soundwave hacks the US satellite and attempts to spy upon Sam to deduce his location. He even calls Judy Witwicky (Sam's mother) but the reception is so bad in Paris, France that she hangs up and dismisses it as some pervert.
    • The Fallen also enacts this trope by declaring himself to the humans that he's the new ruler of Earth, especially as Megatron hacks the television airwaves and bends them to put attention on Fallen.
  • Big "NO!": Grindor's last words as Optimus pulls his head apart in two.
  • Big "SHUT UP!": Megatron's response to Sam pleading that he not harm Mikaela or Leo in the warehouse scene, accompanied by Megatron slamming Sam into a dissection table. He also delivers one to Starscream for talking too much on top of the skyscraper (a nod to the running gag in the G1 cartoon where Megatron frequently told Starscream to shut up).
  • Blackmail: Megatron and the Fallen send out a worldwide broadcast on all satellite televisions warning them that unless they turn over Sam Witwicky, they'll invade and destroy far more human cities by force. Just to remind the humans they're dead serious, they invade Paris, France and sink various US aircraft carriers. The FBI start working to locate Sam and label him as wanted. Major Lennox however is able to offset this blackmail by taking in Sam under the U.S. Army's supervision and instructs them to protect Sam, not hand him over, because only Sam has the means of reviving Optimus.
  • Boom, Headshot!:
    • How Optimus offs Demolisher.
    • Optmius also blasts away half of Megatron's face with Megatron's own fusion cannon in the climax.
  • Blow You Away: Optimus uses the backblast of his Jetfire thrusters to blast Megatron through some Egyptian ruins.
  • Bond 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."
    • Sideswipe's "Damn I'm good."
    • "I fall."
  • Brass Balls: Devastator has two giant wrecking balls in a very suspicious area when combined. Note that none of the Constructicons have anything to do with wrecking balls.
  • 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.
  • Butt-Monkey: Starscream. Megatron brutally bashes him out of retribution for being a traitor, having abandoned Megatron to die back in the first film and usurping his rank as the leader of Decepticons. Ironically, Starscream is the only Decepticon left at the end of the movie alive and undamaged. Scream admits that he survived solely by chickening out of the final battle with Optimus against Megatron and the Fallen.
  • The Call Knows Where You Live: "Fate rarely calls upon us at a moment of our choosing."
  • Cat-apult: Emphasis on "Cat". The missile on Soundwave's toy is the panther-like Decepticon Ravage.
  • Cold Equation: Upon finding Megatron's submerged corpse, Scalpel, the Decepticon "Doctor", finds they need additional parts to bring their leader back to life. He then orders the immediate death of Scrapmetal, the smallest of the bunch. He is then rather gruesomely ripped apart by the others for his parts. Somewhat subverted as Scrapmetal apparently actually survives this.
  • Collateral Damage:
    • Demolishor using a freeway to flee, crushing pickup trucks and cars beneath his tiretreads which are twelve times their height. He crumbles the divider and topples streetlamps and highway signs with his massive wheel, as well as slams his wheel down directly onto victims, while tossing cars to their doom as he uses his hands to balance. Some flaming cars are even unfortunate enough to stick to his wheel, being flattened under his weight several times over.
    • The forest floor and trees suffere quite a bit of damage during the forest battle.
  • Colossus Climb: The twins attempt one on Devastator.
  • Combining Mecha:
    • Devastator is made up of several individual Decepticons, although the process of assembly doesn't seem to be as coordinated or willing as it was with his original incarnation.
    • 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.
  • Continuity Snarl
    • During a long shot of Decepticons gathering their forces, you can see the minesweeper alternate mode of Bonecrusher among them. which is odd considering Optimus went Baraka on Bonecrusher on the highway and turned Bonecrusher into a pile of scrap.
    • Frenzy's head, which was shattered by his own shuriken to kill him. Notably in the first film he survived being decapitated and spent quite some time as just a head. Even the idea of him putting it back together offscreen is jossed by him claiming it's radioactive.
  • Cool Old Guy: Jetfire
  • Curb-Stomp Battle: When upgraded with Jetfire's parts, Optimus Prime first blows up the solar harvester and then defeats both Megatron and The Fallen in the space of a minute.
  • Cyber Cyclops: Ravage.
  • Dare to Be Badass:
    Sam: You're Optimus Prime, you don't need me.
    Optimus: We need you more than you know.

    Optimus: Fate rarely calls upon us at a moment of our choosing.
  • Defector from Decadence: Jetfire.
  • Defiant to the End: Demolisher, as even when Optimus and Ironhide cripple him and there's nothing but his head left, Demolisher spitefully spits out the Fallen will come to finish them off, just before Optimus delivers the killing blow.
  • 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 Ratchet share something of a total of 10 lines between the lot of them. Ratchet only gets four lines, and is hardly seen in the action.
  • 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 it 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...
    • Also Soundwave hacking the satelite with his tentacles with with white stuff oozing out...
  • 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.
  • Double-Meaning Title: The title not only refers to the character of "The Fallen" but also the fact several "fallen" Decepticons such as Megatron are Back from the Dead.
  • Double Standard Rape: Female on Male: Alice, sexy college chick, turns out to be a Decepticon. She sexually assaults Sam with the intent of either killing him or turning him over to Megatron (it's unclear which), Mikaela walks in on them, Alice Decepticons out, and a chase/shootout through the college campus ensues. Mikaela insists it's Sam's fault the hot-chick-who's-actually-a-robot was on top of him, and Sam's attack by the unholy love child of a Terminator and Sil is only ever played for laughs.
  • 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.
  • Entitled Bastard: Galloway, after repeatedly insulting Lennox, Epps, his troops and the Autobots expected that Lennox would help him get to safety when there was a problem (actually rigged by the heroes to go help Sam) with the airplane. Of course, Lennox does us all a favor and shoves Galloway off the plane with only his parachute.
  • 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. And Devastator being blown into at least a dozen pieces by the railgun before falling down the Giza Pyramid and smashing apart on the ground.
    • Optimus is stabbed straight through by Megatron's Blade Below the Shoulder and then shot point blank by his Arm Cannon.
    • Jetfire tears his own spark out.
    • Scrapmetal is ripped to pieces while crying out in pain by his own allies so they can use his parts to resurrect Megatron.
    • During Ravage's assault on the Navy base to retrieve the final piece of the All Spark, in a very brief shot, his scouting droid rips through an unfortunate soldier's torso with blood splattering all over the camera.
  • Fan Disservice:
    • Alice, once you realize what she really is. Two words: tentacle, tongue. Leo puts it best:
    Leo: I can't believe I almost had sex with her in my dream!
  • 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. However, they make two brief appearances in the movie and don't do much in either of them.
  • Fearsome Foot: Close-up of one of Devastator's front feet as he uncaringly tramples a truck, filling the frame with dust. Due to the way his palms are elevated above the ground, the truck isn't even completely crushed.
  • Fingore:
    • After temporarily killing Sam, Megatron takes a tank round to the arm that blows off a chunk of his hand. It doesn't really affect him, since he can just have it repaired later, though an onslaught of suppressing fire forces him to retreat.
    • In the final battle, Optimus slices off several of The Fallen’s fingers with his Energon Blade.
  • 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.
    • Sgt. Epps wonders aloud about Optimus, "If God made us in his image, who made him?" In Transformers: Age of Extinction, we get closer to finding out.
  • Forgot About His Powers: During the final battle, The Fallen demonstrates both Villain Teleportation that makes him nigh-untouchable and Mind over Matter that makes him a One-Man Army. So does he even attempt to use any of them when Optimus ultimately comes gunning for him? No, he just gets his ass handed to him in a basic, non-superpowered fistfight. And his earlier savviness only makes this even more glaring.
  • Freudian Threat: Give me your FACE!
  • 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, it flies unaided into the background as the battle continues.
  • Gag Penis: The blender robot has an exceptionally phallic gun.
  • 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.
  • 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.
  • Half the Man He Used to Be: Sideways after he failed to run (or drive) from Sideswipe. His lackey Demolishor soon suffers the same fate when Optimus blows out his "leg" and cripples him from the bottom half.
  • Heel–Face Turn: Jetfire and Wheelie.
  • Heroic BSoD: Sam falls into a massive one after Megatron kills Optimus during the forest fight.
  • Heroic Suicide: To allow himself to be used to give Optimus a Super Mode Jetfire tears out his own spark.
  • Hoist by His Own Petard: Megatron's own relentless wrath and urge to kill Sam gets the better of him and it ultimately unwinds the Decepticons' advantage in the war. By having shot Sam with his fusion gun when the boy was running to Optimus with the ashes that were once the Matrix of Leadership, the Seven Primes decide that Sam's Heroic Sacrifice makes him worthy enough to possess the Matrix once again tangible, allowing him to resurrect Optimus. Great going, Megatron, you were your own worst enemy this whole time.
  • 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.
  • A House Divided: After Optimus is crippled (though not necessarily killed) by Megatron, the Autobots are leaderless and tensions rise between them and the human NEST authorities (including Lennox) as now they can't agree on what to do without Optimus deciding for them. Ironhide and Lennox's armed men get into a scuffle when Ironhide sees a gun pointed at him. Ratchet even suggests leaving the planet altogether, but Ironhide points out Optimus wouldn't want that.
  • Impaled with Extreme Prejudice: Megatron is able to stab Optimus right through his chest and cripple Optimus into an unconscious state for the majority of the movie due to this surprise back attack.
  • I'm Your Worst Nightmare: Wheelie tries to bluff Mikaela out of attacking him:
    Wheelie: Easy, warrior goddess, I'm just a little salvage scrap drone!
    Mikaela: And I'm your worst nightmare.
  • Inconvenient Parachute Deployment
    • Jetfire accidentally deploys his vehicle mode's parachute, causing him to fall on his back. This is played as the robot equivalent of flatulence.
    • Galloway misinterprets protocols on how to deploy his parachute as actually instructing him to do so. He pulls the cord too early and gets sucked out of the plane as his parachute opens up, leaving him stranded in a desert for the rest of the movie.
  • Inertial Impalement: Exaggerated by Sideswipe with an inertial bisection by stabbing Sideways through the hood and then planting his blade into the ground while Sideways is driving.
  • It's All My Fault: Sam blames himself for the death of Optimus at Megatron's hands.
  • I've Come Too Far: Sam in the later stages of the movie.
  • 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:
    • Megatron is left limping and Starscream is missing an arm after the forest battle, forcing them to retreat when the rest of the Autobots arrive.
    • Starscream, of course. To his credit, Megatron also recognizes that he's lost and takes Starscream's advice after the Fallen's "face-off" against Optimus.
    Starscream: Not to call you a coward, master, but sometimes cowards do survive.
    • Earlier on, Megatron is forced to retreat from a firefight after an air strike kills all of the other Decepticons in the vicinity and he's continuously pelted by tank rounds and machine gun fire.
  • Let's Get Dangerous!: The Twins as they step up and take on Devastator.
  • Lightning Lash: The Autobot Jolt fights with a pair of electric whips. His biggest contribution in the film is using them to generate an electromagnetic field to bond Jetfire's remains with Optimus Prime.
  • Little "No": Megatron emits this while he's forced to watch Optimus kill the Fallen.
  • 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.
  • MacGuffin: The Matrix of Leadership. Sam himself also counts as a Living MacGuffin.
  • Man Behind the Man: The Fallen is Megatron's master, and the real instigator of the civil war that killed Cybertron.
  • Marijuana Is LSD: 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.
  • May It Never Happen Again: Invoked in the backstory during the conflict between the Dynasty of Primes and their wayward brother The Fallen. Before engaging The Fallen, they destroyed his servants first, then sealed up his Star Harvester using the Matrix of Leadership, and only then tried to face him directly. Their intent was to ensure that after they defeated him, they'd be able to safely dismantle the Star Harvester at their leisure. However, The Fallen had secretly powered himself up beforehand, and what was meant to be this trope wound up becoming a Heroic Sacrifice Taking You with Me on the part of the Primes that left The Fallen a Sealed Evil in a Can.
  • Meaningful Background Event: Megatron can be seen limping on the same leg that Optimus hammerfisted and then stabbed when the rest of the Autobots arrive to the forest battle, explaining why he and Starscream immediately retreat despite having just killed the most powerful Autobot.
  • Meaningful Name: The Constructicon named Scrapmetal is torn apart for spare parts.
  • Militaries Are Useless: Subverted but then downplayed. The United States Army, Navy and Air Force successfully destroy Devastator and the mooks in the Egyptian battle as well as suppress Megatron with enough firepower, but ultimately can do nothing against The Fallen because of his telekinetic powers.
  • Mistaken for Cheating: When Alice starts pinning down Sam in bed and going hard-core on kissing him, Mikaela catches eye of this and leaves without realizing that Alice is actually a Decepticon.
  • Monumental Damage: The Great Pyramid of Giza gets its top taken off by Devastator to unearth the sun harvester, and there's surely not much of it left after the harvester is destroyed by Optimus.
  • Ms. Fanservice:
    • Mikaela Banes, which is 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 shirts that leave her shoulders bare or tight-fitting pants. And when she does wear clothing with sleeves, it gets ditched eventually for an shoulder baring outfit; for example, her pink and white coat gets ditched around the end of the film for the pink spaghetti tank top underneath it and she even gets an entire scene where she removes her Biker jacket revealing her white strapless dress underneath.
    • Alice at first, but this quickly turns into Fan Disservice with the reveal that she's a Decepticon who is out to kill Sam.
    • Most of the female students at Sam's college.
  • Mythology Gag: Optimus combining with Jetfire's parts after Jetfire rips out his own spark in order to make this happen is a nod to his ability to "power-link" with Jetfire in Transformers: Armada.
    • The astrophysics professor names two constellations in his lecture, Virgo and Orion. While he picked Virgo to add to the stream of sexual innuendo his lecture actually was, Orion (Orion Pax) was the name Optimus used to have in several continuities before he became a Prime.
  • The Napoleon: Wheelie assumed the checkpoint guard fits this trope.
    Wheelie: Little guys are mean. Tell him he's tall.
  • No Honor Among Thieves:
    • The Decepticons in the abyss looking to resurrect Megatron tear apart Scrapmetal to make up for missing parts on Megatron's body. Scrapmetal dies while emitting a Big "NO!".
    • Megatron also doesn't appear to lament the loss of his mammoth soldier Grindor so much as Sam got away thanks to the Autobot reinforcements.
  • 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 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.
  • Off with His Head!:
    • What becomes of Demolishor and Devastator.
    • Optimus also gives Grindor an excruciating variation of this trope with Energon hooks.
  • Oh, Crap!:
    • Sam and co. hastily use the last shard of the Allspark to awaken a dormant Seeker that they think will help them on their mission, but it's not until they expend it does Mikaela take a closer look and spot the Decepticon logo on the jet, leading everyone into a scramble for cover. Fortunately, Jetfire had long decided to join the Autobots, he just hadn't gotten to changing his insignia.
    • 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, ok...
    • Simmons and Leo when the Constructicons arrive to exactly where they are, and merge into Devastator.
  • Old Soldier: The geriatric Jetfire still kicks major ass.
  • Orifice Invasion: Sam gets more than his share of alien robot probing.
  • Our Hero Is Dead: Optimus Prime dies and later comes back to life, though it's not exactly surprising given that he dies and resurrects around once per continuity anyway. Sam getting killed is much more so, although he also gets better shortly afterward.
  • 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?
  • Parents in Distress: Rampage and Ravage kidnap Ron and Judy Witwicky and use them as bait to lure in Sam. Despite knowing well that he is the main target of the Decepticons, Sam gullibly falls for the trap. But luckily Bumblebee is able to straighten it out by offing both Rampage and Ravage.
  • Pre-Mortem One-Liner: Optimus delivers one to Demolisher and then to the Fallen.
    Optimus: Not today.
    Optimus: GIVE ME YOUR FACE!
  • 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.
  • Precision F-Strike: When the team are attempting to revive Sam.
    Major Lennox: Stay back! Mikaela, you have to stay back!
    Mikaela: Fucking do something!
  • 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.
  • Pyrrhic Victory: The forest battle ends as one for Megatron. He did succeed in killing Optimus Prime, but the point of the battle was to collect Sam and cut him open. Sam still got away thanks to Autobot reinforcements. Also, Megatron lost Grindor, who was one of his best soldiers on the battlefield. And so he gives Starscream another beating.
  • 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.
  • Redplicabaron: Divebomb from the movie toyline transforms into an Albatros D.III in Red Baron-inspired livery.
  • 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).
  • Screams Like a Little Girl: Wheelie, upon being found by Mikaela while trying to retrieve the AllSpark fragment that was given to her by Sam.
  • Semper Fi: Marines are among the diverse variety of armed forces that are present during the battle in Egypt.
  • Shout-Out:
    • A Naruto poster can be seen when Leo shows Sam around their room.
    • One to Armageddon (1998), 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 is always referred to as… 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.
  • Tanks for Nothing: As the Fallen activates the Sun Harvester, the US Army immediately fires their tanks at him. The Fallen telekinetically levitates the tanks along with the soldiers, then drops them all down.
  • Tear Off Your Face: The Fallen gets this treatment at the start of his brief and fatal Humiliation Conga.
  • Teeth Flying: After being damaged enough by Starscream and Megatron in the forest battle, Optimus spits a bloody tooth.
  • Telephone Polearm: During the forest battle, Optimus swings a tree at Megatron from getting to Sam.
  • 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!"
    Mikaela: 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.
  • Unusually Uninteresting Sight: "Alice" is a Transformer that A) is not giant, and B) can literally look like humans. Worse yet, she acts in this capacity as a Decepticon, directly luring/pressing Sam into bed so she can attack him. You would think the fact that Megatron has shapeshifting Terminators capable of seducing and sexually assaulting human beings on his payroll would cause some serious turning of heads as to just how dangerous these robots really are, but she barely gets any mention after Sam and Mikaela kick her ass. Granted, Pretenders are a thing in the original cartoons, but still…
  • Use Their Own Weapon Against Them: Optimus does to both the Fallen and Megatron in the final battle. He blasts Megatron in the face with his own fusion cannon and tears off the Fallen's face with his own spear before finishing off the villain with a punch through the chest.
  • 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.
  • Visual Pun: Devastator has literal wrecking balls.
  • 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.
  • What Happened to the Mouse?: Skids and Mudflap mysteriously vanish after their battle with Devastator, even though they could have joined the rest of the battle.
    • All of the other Autobots disappear entirely before Optimus's fight with The Fallen.
      • Bumblebee is last seen getting knocked down along with everyone else when The Fallen arrives after Optimus is resurrected and isn't seen again for the rest of the movie.
      • Ironhide and Sideswipe are last seen right after they recover from his attack before they too completely disappear.
      • After helping Optimus combine with Jetfire's parts, Ratchet and Jolt are also absent from the last few minutes of the movie.
  • 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.
  • "With Our Swords" Scene: Jetfire pulls out his spark after receiving a severe injury, sacrificing himself to allow Optimus Prime to use his parts and stand a better chance at defeating Megatron and The Fallen.
  • 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.

"Our races united by a history long forgotten and a future we shall face together. I am Optimus Prime, and I send this message so that our pasts can be remembered. For in those memories, we live on."


Video Example(s):



Simmons and Leo Spitz witness the Constructicons unite to create perhaps the largest Decepticon ever: Devastator.

How well does it match the trope?

4.57 (7 votes)

Example of:

Main / CombiningMecha

Media sources: