Still from Transformers: Revenge of the Fallen (2009)
Film 2 of 7 · by Marcus Reyes

Transformers: Revenge of the Fallen (2009): Cast, Plot and Ending Explained

Transformers: Revenge of the Fallen is the 2009 sequel directed by Michael Bay, released in US theaters on June 24, 2009, and it is the third film in release order and the fifth in chronological order. Shia LaBeouf and Megan Fox lead the cast, Hugo Weaving voices Megatron, and the villain pulling his strings is the Fallen, voiced by Tony Todd. It earned $836 million worldwide on a $200 million budget, according to Box Office Mojo.

Image: TMDB
Transformers: Revenge of the Fallen (2009) theatrical poster
US release
June 24, 2009
Runtime
2h 30m
Rating
PG-13 / 12A / M
Director
Michael Bay
Budget
$200 million
Worldwide
$836 million

Transformers: Revenge of the Fallen Trailer

Transformers: Revenge of the Fallen - Trailer

New Transformers movie trailer

What Is Transformers: Revenge of the Fallen About?

Transformers: Revenge of the Fallen follows the Autobots and the human military as they hunt the last Decepticons, while Sam Witwicky is pulled back into a war he hoped he had left behind. The film picks up two years after the battle of Mission City, with the Autobots working alongside soldiers in a joint task force called NEST.

Sam is leaving home for college and wants to leave the robot war behind, which means leaving his girlfriend Mikaela Banes and his guardian Bumblebee as well. Before he goes, he finds a small leftover shard of the AllSpark, and when he touches it he starts to see strange alien symbols. The shard also brings household appliances to life, and a Decepticon attack follows close behind.

Meanwhile the Decepticons revive Megatron, who answers to an ancient master called the Fallen. If you saw transformers 2007 first, you already know most of the faces, so the sequel works without a refresher.

Who Is in the Transformers Revenge of the Fallen Cast?

Transformers cast

More of the cast: Robin Atkin Downes (Prime #3 (voice)), Michael Papajohn (Cal), Frank Welker (Soundwave / Devastator / Reedman (voice)), Jess Harnell (Ironhide (voice)), Grey DeLisle (Arcee (voice)), Spencer Garrett (Air Force Chief of Staff), Tom Kenny (Wheelie / Skids (voice)), Mark Ryan (Jetfire (voice)), Charlie Adler (Starscream (voice)), Glenn Morshower (General Morshower), Robert Foxworth (Ratchet (voice)), Reno Wilson (Mudflap (voice)).

Transformers: Revenge of the Fallen Stills

Release Dates

MarketDateSource
USJune 24, 2009confirmedthe-numbers.com
UKJune 19, 2009reportedboxofficemojo.com
AUJune 24, 2009reportedthe-numbers.com

Where to Watch Transformers: Revenge of the Fallen

MarketSubscriptionRent or buy
USParamount Plus Premium, Paramount Plus Essential, Paramount+ Amazon Channel, YouTube TV, Paramount+ Roku Premium Channel, Starz Apple TV channel, Kanopy, Hoopla (Free)Amazon Video, Apple TV Store, JustWatch TV Store, Google Play Movies, YouTube, Fandango At Home, Spectrum On Demand, Plex
UKDisney Plus, Paramount Plus, Sky Go, Now TV Cinema, Paramount+ Amazon Channel, Paramount Plus Premium, Paramount Plus Basic with AdsApple TV Store, Rakuten TV, JustWatch TV Store, Amazon Video, Sky Store, YouTube
AUDisney Plus, Paramount Plus, Paramount+ Amazon Channel, Stan, Paramount Plus Premium, Paramount Plus Basic with AdsApple TV Store, Amazon Video, YouTube, Fetch TV

Streaming availability data from JustWatch, checked 2026-11-03.

Who Directed Transformers: Revenge of the Fallen?

DirectorMichael Bay
WritersRoberto Orci, Alex Kurtzman, Ehren Kruger
ProducersLorenzo di Bonaventura, Ian Bryce, Don Murphy, Tom DeSanto
MusicSteve Jablonsky
CinematographyBen Seresin

Box Office

Budget$200 million
Domestic (US and Canada)$402 million
International$434 million
Worldwide$836 million
Worldwide, in September 2026 dollars$1.31 billion

Transformers box office for every film.

What Songs Are in Transformers: Revenge of the Fallen?

Steve Jablonsky composed the score for Transformers: Revenge of the Fallen (2009), and the soundtrack album, "Transformers: Revenge of the Fallen: The Album", came out on Reprise Records on June 12, 2009, with 13 tracks.

The one song written for the film is "New Divide" by Linkin Park. Instrumental pieces of it play several times during the story, and the full song plays over the end credits. "21 Guns" by Green Day plays during Sam and Mikaela's opening phone call and again as Sam moves into his dorm, then returns in the end credits. "Never Say Never" by The Fray plays as Sam and Mikaela kiss goodbye before he leaves for college.

The college frat party runs on two songs in sequence: "Burning Down the House" by The Used is the first heard, and "Burn It to the Ground" by Nickelback is the second, when Alice first tries to seduce Sam. The end credits carry three more after "New Divide" and "21 Guns": "This Is It" by Staind is third, "Capital M-E" by Taking Back Sunday is fourth, and "Let It Go" by Cavo is fifth.

Bumblebee's radio supplies the older tracks, and each one lands on a specific moment:

  • "I'm So Excited" by The Pointer Sisters, when Sam tells him he is going to college
  • "Brick House" by Commodores, while he sprays antifreeze on Alice
  • "Super Freak" by Rick James, while Sam drives and talks to Alice, until Sam shuts it off
  • "Your Cheatin' Heart" by Hank Williams, during Sam's conversation with Alice

For the music of the other films in the saga, see the transformers soundtrack page on Cinvibe.

Transformers: Revenge of the Fallen: The Album album cover

Transformers: Revenge of the Fallen: The Album

Soundtrack album · Reprise Records · June 12, 2009 · 13 tracks

Cover art via Deezer

Full tracklist

  1. 1New Divide · Linkin Park4:29
  2. 221 Guns · Green Day5:22
  3. 3Let It Go · Cavo3:47
  4. 4Capital M‐E · Taking Back Sunday2:48
  5. 5Never Say Never · The Fray4:19
  6. 6Burn It to the Ground · Nickelback3:32
  7. 7Burning Down the House · The Used3:39
  8. 8Not Meant to Be · Theory of a Deadman3:34
  9. 9Real World · The All‐American Rejects4:04
  10. 10I Don’t Think I Love You · Hoobastank3:40
  11. 11This Is It · Staind3:45
  12. 12Almost Easy · Avenged Sevenfold3:54
  13. 13Transformers (The Fallen remix) · Cheap Trick5:06

Songs in Transformers: Revenge of the Fallen

  1. New Divide

    Written for the film

    Linkin Park

    Instrumental pieces of it play several times in the film, and the full song plays over the end credits.

  2. 21 Guns

    Licensed song

    Green Day

    It plays during Sam and Mikaela's opening phone call and as Sam moves into his dorm, and it returns in the end credits.

  3. Never Say Never

    Licensed song

    The Fray

    It plays as Sam and Mikaela kiss goodbye before he leaves for college.

  4. Burn It to the Ground

    Licensed song

    Nickelback

    It is the second song at the college frat party, where Alice first tries to seduce Sam.

  5. Burning Down the House

    Licensed song

    The Used

    It is the first song heard at the college frat party.

  6. This Is It

    Licensed song

    Staind

    It is the third song in the end credits.

  7. Capital M-E

    Licensed song

    Taking Back Sunday

    It is the fourth song in the end credits.

  8. Let It Go

    Licensed song

    Cavo

    It is the fifth song in the end credits.

  9. I'm So Excited

    Licensed song

    The Pointer Sisters

    It plays on Bumblebee's radio when Sam tells him he is going to college.

  10. Brick House

    Licensed song

    Commodores

    It plays on Bumblebee's radio while he sprays antifreeze on Alice.

  11. Super Freak

    Licensed song

    Rick James

    It plays on Bumblebee's radio while Sam drives and talks to Alice, until Sam shuts it off.

  12. Your Cheatin' Heart

    Licensed song

    Hank Williams

    It plays on Bumblebee's radio during Sam's conversation with Alice.

Sources: musicbrainz.org, themoviedb.org, en.wikipedia.org

Transformers soundtrack

Transformers Revenge of the Fallen Plot, Step by StepSpoilers

The Fallen's war on the sun frames everything that follows, so the film opens in the distant past. Seven Primes once harvested suns for energy, but one of them broke their rule and tried to destroy Earth's sun, and he became the Fallen. In the present, NEST keeps hunting Decepticons, and a captured prisoner warns that the Fallen will return.

The middle of the film is a run of captures and escapes. The AllSpark shard puts alien symbols into Sam's head, and the Decepticons hunt him for what those symbols hold: the location of a lost Matrix of Leadership. Megatron is revived, and the Fallen orders him to kill Optimus Prime and take Sam alive. Sam and his friends are seized, then pulled out by the Autobots, but Optimus dies shielding Sam while Decepticon strikes hit cities around the world.

With Optimus gone, Sam, Mikaela, Leo, Simmons and two small robots go looking for the ancient Autobot Jetfire. He teleports the group to Egypt, where the Matrix lies in a desert tomb. It crumbles to dust the moment Sam grabs it, although Sam still carries it with him.

The finale plays out by the Giza pyramids, where the Fallen's forces hit the Autobots and NEST while a giant machine hidden there is aimed at the sun. Sam is killed in the fighting. In an otherworldly place, the old Primes tell him he can still bring back Optimus. Sam returns to life and uses the Matrix to revive Optimus, and Jetfire gives up his own body to join with him, giving Optimus new power and flight. Optimus destroys the machine and kills the Fallen, while Megatron and Starscream flee.

When Was the Transformers Revenge of the Fallen Premiere?

The world premiere of Transformers: Revenge of the Fallen took place in Tokyo on June 8, 2009, at Roppongi Hills, more than two weeks before the film reached US theaters.

The UK release came next, on June 19, 2009, according to Box Office Mojo. The US and Australian releases followed on June 24, 2009, with The Numbers confirming the US date. In total the film earned $402 million domestic and $434 million international, which adds up to $836 million worldwide, against a budget of $200 million. For the series as a whole, see transformers box office.

Transformers Revenge of the Fallen Ending ExplainedSpoilers

In the ending of Revenge of the Fallen, Optimus Prime comes back from the dead thanks to Sam and the Matrix, merges with Jetfire's parts, and uses that new power to destroy the Fallen's sun machine and kill the Fallen. Megatron and Starscream escape alive, and the film closes with the Autobots and NEST celebrating while Optimus says humans and Autobots will keep protecting Earth together.

In my opinion, the detail that rewards a second viewing is the Matrix. It crumbles to dust in Sam's hands in the desert tomb, which looks like a failure, yet Sam still carries it with him, and that is the setup for the resurrection at Giza. It could be argued that the film cheats a little by killing both Optimus and Sam and then undoing both deaths, but the Primes tell Sam he can still bring back Optimus, so the rescue is at least set up before it happens.

Jetfire's sacrifice is the practical payoff for the whole Egypt detour. An ancient Autobot gives up his own body, and Optimus gains flight from it, so the cost is real even though Optimus returns. The first film's fight over the AllSpark began with a Decepticon attack on a base in Qatar and a hunt for clues, while this finale comes down to a single machine and a single deadline, which makes it easier to follow. Sam goes back to college with Leo, and Megatron's escape leaves the Decepticon threat open for transformers dark of the moon, the next film in release order.

Where Was Transformers Revenge of the Fallen Filmed?

Transformers: Revenge of the Fallen was filmed across Egypt, Jordan, France and the United States, with principal photography running from roughly June to November 2008.

The crew filmed for days at the Giza pyramids and Luxor in Egypt, which supplied the pyramid and desert sequences. In Jordan they shot at Petra, Wadi Rum and Salt for the desert and ancient city scenes. Second unit shots were filmed in Paris at Place de la Concorde, and soundstage work took place at Playa Vista, California. The college scenes used Philadelphia and Princeton University, in Pennsylvania and New Jersey, while the military action was shot at air bases in New Mexico. Principal photography wrapped at sea aboard the USS John C. Stennis on November 2, 2008.

Transformers Revenge of the Fallen Trivia

Production details on this film range from camera choices to a late robot addition.

  • Three action sequences were shot with IMAX cameras, a choice inspired by The Dark Knight.
  • The film features 46 robots, compared with 14 in the first film.
  • The Autobot Jolt was added late because General Motors wanted to promote the Chevrolet Volt.
  • Industrial Light and Magic used about 140 terabytes of data, versus about 15 for the first film.
  • Principal photography ran from roughly June to November 2008 and wrapped on the USS John C. Stennis on November 2, 2008.
  • The crew filmed for days at the Giza pyramids and Luxor in Egypt and at Petra and Wadi Rum in Jordan.
  • Jonah Hill was reportedly in talks for the role of Leo but declined.

To place the film among the others, see transformers movies in order or the transformers timeline. The wider series is on the transformers movies hub.

Facts

FAQs

Who is Megatron's master in Revenge of the Fallen?

Megatron's master in Transformers: Revenge of the Fallen is the Fallen, one of the seven Primes, voiced by Tony Todd. After the Decepticons revive Megatron, the Fallen orders him to kill Optimus Prime and capture Sam Witwicky, who holds the knowledge of where to find a lost Matrix of Leadership.

Who were The Fallen in Transformers?

The Fallen was one of seven Primes who harvested suns for energy in ancient times. He broke their rule and tried to destroy Earth's sun, and he became the Fallen. In the film he returns with a giant machine hidden near the Giza pyramids, built to destroy the sun, and Optimus Prime kills him in the finale.

Does Shia LaBeouf still get paid from Transformers?

Studios and trade papers have not reported how the Revenge of the Fallen cast is paid after release. What is documented is that LaBeouf led the cast of Transformers (2007), Revenge of the Fallen and Dark of the Moon, and TheWrap reported on October 6, 2026 that he is not returning for the next Transformers film, which is in development with no title, cast or release date. See new transformers movie for the current status.

What Green Day song is in Transformers?

The song to know from Transformers: Revenge of the Fallen is New Divide by Linkin Park, and Steve Jablonsky composed the score. Green Day is not among the artists tied to this film.

Is Overload a Decepticon?

Overload is not named in the plot or among the 15 billed characters of Revenge of the Fallen. The Decepticons in this film's story include Megatron and Starscream, and the Autobots include Optimus Prime, Bumblebee and Jetfire. For a fuller list, see decepticons and autobots names.

Where can you watch Transformers: Revenge of the Fallen?

In the US, Revenge of the Fallen streams on Paramount Plus and is free on Kanopy and Hoopla, and it can be rented or bought on Amazon Video, Apple TV Store, Google Play Movies, YouTube and Fandango At Home, as checked on November 3, 2026 via JustWatch on TMDB. In the UK it streams on Disney Plus, Paramount Plus, Sky Go and Now TV Cinema. In Australia it streams on Disney Plus, Paramount Plus and Stan. For other films, see where to watch transformers.