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Transformers: Revenge of the Fallen
Reviewed by Blackjack


”Let's not get episodic, okay, old-timer? Beginning. Middle. End. Facts. Details. Condense. Plot. Tell it.”

Revenge of the Fallen. I’ve had an… interesting relationship with this movie. Back when it was released in 2009 I absolutely loved the hell out of it. I think it has the distinction of being the first movie I watched in theaters twice. At that time, I didn’t particularly care for a solid plot or pacing or whatever – I came to see the robots fight and that was the main appeal. So what if the movie was messy? So what if the movie had an over-reliance of random plot devices? So what if the movie can’t keep track of the two dozen characters it introduces in addition to the returning ones? So what if there is an overload of ‘funny’ characters? So what if every single scenes alternates between characters making bad jokes, infodumps with no bearing on the main plot and beautiful, wonderful scenes of robots beating the ever-loving crap out of each other? There were robots beating the ever-loving crap out of each other, damn it!

That was then. This particular review was written around five years after the fact. And while I’ve grown to realize the massive amount of criticisms that Revenge of the Fallen has gotten from fans and reviewers alike -- and ROTF is doubtless the messiest and least solid movie in the live-action series -- I personally don’t consider it as horrid as some people pan it.

Yes, it’s problematic. It was filmed without a proper script thanks to the Writers’ Strike, and as you can see in the expansive Goofs section down below it’s a horribly edited movie. There are implied racist undertones (which I don’t see myself), there’s a massive amount of pacing and plotting problems, there’s a lot of cringeworthy amount of vulgarity in it, and the movie at times doesn’t know what it’s doing.

But despite that, a lot of the movie series’ greatest and most impressive moments came from Revenge of the Fallen. The downright epic battle between Optimus Prime and three Decepticons in the forest – the Forest Fight is the hands-down most brutal and awesome battle that I’ve ever seen in cinematic history, and I don’t think any other fight scene in any movie I’ve watched before or after has ever came close to topping that as the number one fight in my head. Devastator’s combination scene, showing how such a ridiculous concept like combiners could look so impressive on the screen? Devastator’s combination blew my mind away when I first saw it. There is just a lot of great scenes.

The movie jumps from action scene to action scene without any attempt at pacing or sense, and while that makes the movie a disjointed mass of action scenes, what beautifully crafted action scenes they are! It has my favourite moments throughout the movieverse’s history. However, that’s still no denying all the problems with the movie.

Written without a clear script in mind, Revenge of the Fallen seems to take every single thing that worked for the first movie and ramp it up to eleven. You like robots fighting each other? There’s more of that now. You liked random freaky looking Decepticon troops? There’s more of that. You liked the Cybertronian mythology? Fear not, it’s got that. You liked Sam’s kooky parents? There’s a lot more of them. Transformers being part of Earth’s history? Of course. You liked the toilet jokes? Sam being all cuckoo in the head? Bumblebee being an adorable big yellow robot? Robot fights in the desert? The Allspark bringing random things to life? You wanted to see Blackout fight more? It’s got that down. Megan Fox’s arse? Damn right it’s got that.

But by overinflating every single thing from the first movie, not to mention adding fanbase-pandering things like the Matrix, Soundwave, the Constructicons, the Fallen, Pretenders and all sorts of other fanwanky stuff, the movie ends up being overbloated. And without a strong backbone of a story to tie everything together, this movie ends up jumping from one scene to the next like an ADD kid without any satisfactory explanations of any previous scenes.

The focus is evidently on Team Sam – and the main plot for Sam includes him trying to get a normal life. He doesn’t want any of this robot business, and as the movie progresses and he goes from ‘trying to get out’ to ‘trying to stay alive’ to ‘trying to revive Optimus Prime because he believes’ is a nice enough plot if told properly, and going from the puberty-inspired themes of the first movies to the responsibility-inspired themes of the second is an organic enough translation.

It’s a pity there are so many other plot threads interwoven throughout this movie, though, and none of them got enough screentime to be satisfying enough. There’s the whole concept of the humans working with the Autobots as NEST, and the beginnings of it starting to fray with the dickish government liaison. There’s the hunt for the surviving Decepticons around the globe. There’s the Decepticons angling for Megatron’s resurrection. There is the ‘Optimus Prime dies and has to be brought to life’ plot that has to happen at least once in every continuity. There is the Fallen and all the mystery surrounding him, and his backstory that led to his betrayal. There is the Decepticons finally shedding their disguises and revealing their presence to the entire world and just brazenly blowing stuff up. There is the whole Seeker mess involving what they are, why they are here and everything about that.

But the movie doesn’t give any of these to breathe. After a relatively strong opening that sets up many plotlines – the Shanghai scene and its followup at NEST’s base is pretty brilliant in setting up that the good guys certainly are united and an actually effective army. Sam going off to college and trying to be a normal kid, and the scene at his house with the Appliancebots shows just how dangerous and unhealthy an association with the Autobots are. And then the Decepticons are apparently up to something, with Soundwave effortlessly hacking into NEST and having spies everywhere with Alice, Wheelie and Ravage – the former two showing just how innocuous the ‘robots in disguise’ concept can be when done right.

The Shanghai scene in particular is a favourite of mine. As the humans and Autobot sports cars roll out, with Optimus Prime giving a monologue in the background, it seems to be a quick introduction of the Autobots both old and new, as well as establishing that they are now working together with NEST. It’s a brilliant, fast-paced scene showing rapidly what seemed to be our heroes – Ironhide, Lennox, Epps, Sideswipe, Arcee and the Twins – in a roll call scene similar to how Optimus Prime introduces the Autobots in the first movie, except this one is an action scene. They are hunting the remaining Decepticons – and I don’t buy for a second the ‘they are ruthlessly executing Decepticons that are peacefully hiding’ excuse for a second. From the establishing shots of Lennox patting Ironhide on the hood and the long, extended sequence of him transforming… it’s wonderful.

Demolishor, being this uniquely-shaped monster with this gyroscopic body and two massive wheels certainly brings something unique to the table, and as he rampages through Shanghai tossing cars off highways and crushing overhead passes it brings for an extremely impressive action scene. And as the new Autobots all show their skill one by one as they pursue Sideways, with the Twins established as bumbling and Sideswipe being this badass sleek warrior with a blade… that scene with Sideswipe just rollerblading around and slicing Sideways is simply brilliant and is such a well-crafted scene. Optimus Prime parachutes into Shanghai instead of driving in with the other Autobots just to be awesome, and it’s an impressive enough visual as they take down this Decepticon rampaging through Shanghai, with hints of a greater power in play.

And afterwards we see a scene of Soundwave hacking into the network, the rather quick and somber scene of coffins being unloaded from the carrier ship, and Optimus confronting Galloway with the pretty spine-chilling delivery of ‘what if we leave… and you’re wrong?’ It’s a pretty great scene that breaks down what, by rights, should be an interesting plot of the Decepticons planning something, of Galloway being a fun enough dick character to obstruct the Autobots, with a Decepticon that has access to everything they talk and listen to being an extremely excellent take on a classic character like Soundwave. Unfortunately, again, none of these plot threads show up much.

It is a shame, though, that absolutely nothing from this scene ends up correlating to the movie afterwards. The mystery about the Fallen ends up not involving anyone seen here, neither Ironhide nor Sideswipe, or the NEST humans for that matter, ends up doing anything significant for the rest of the movie and Arcee basically just disappears from here until her/their death scene. It’s a brilliant opening and serves as an introduction to all the Autobots and NEST, which has absolutely no bearing on the rest of the movie.

Sam’s opening is pretty nice as well, Sam still exuding the same real-life-loser geek aura from the first movie that makes him so likable and relatable, and we are established that he’s going to college and trying to get a normal life. The parents are freaking out as parents do when their wombspawn are going off, he does some rather nice sweet stuff with Mikaela and it’s pretty relatable if a bit annoying in the part of the parents. We’re also quickly shown that he’s going to be dragged back into the chaos that follows, with him discovering a second sliver of the Allspark, bringing the random things in the kitchen to life, and I do like all the random designs of microwaves, toasters and all sorts of appliances turned into robots, and Bumblebee accidentally blowing up his room while rescuing Sam. That scene of Bumblebee blowing all the Appliancebots up like it’s everyday business and then proceeding to sulk and do faux-crying exemplifies what makes Bumblebee so likable – as I’ve said elsewhere, Bumblebee dances around that line between cute and cool that makes him so marketable to every age group. And with the scene closing with something innocuous like a toy car spying on Sam, it’s a nice little buildup to Sam being dragged into the war once more. There are random scenes of Ron slapping Judy’s ass and dogs humping each other that are just examples of the vulgar scenes that show how Bay has jumped from rather fun scenes of Bumblebee pissing on Simmons to straight-out vulgarity.

Unfortunately, we go to college and the movie takes a massive nosedive for the worse. We’re introduced to Leo Spitz, and while he starts off like any average weird dude for viewers to laugh at, and the idea of him being the head of a conspiracy site about Transformers being covered up is a nice enough concept if done before by IDW’s Infiltration. It degenerates into an irritating drivel of Judy going off on a ridiculously embarrassing and cringeworthy scenes of just running around the campus making a massive ass of herself after eating an easily-overlooked brownie on drugs (or at least that’s what I assume a ‘reefer’ is), and it’s just a ridiculous scene that’s wholly unnecessary and adds nothing to the movie other than being extremely annoying. Leo’s whole… character is pretty irritating as well, being just this whiny little shit that ends up being a massive distraction that sucks out a rather significant chunk of screen-time. We get to see Sam going to a frat party, to a class with a creep of a professor that drops double entrendes everywhere, we get to see him dealing with having a pretty girl trying to get into his pants… and while we do need to see him adapt to normal life and having it screwed over by his Allspark-induced freakout and Bumblebee showing up randomly. There’s no reason why he doesn’t tell Optimus about the glyphs he’s seeing, or about the Allspark shard which he randomly gives to Mikaela and not, say, Bumblebee, who’s likely to know what to do about it.

As we see an insight to Sam’s college life we also see Soundwave sending Ravage down to steal the larger Allspark shard from NEST and later Ravage leading a group of Constructicons down to revive Megatron. A huge problem of the movie is that there are so many characters that go unnamed, or only named once so quickly that it’ll go over viewers’ heads. Like Ravage, for example… there’s no excuse why Soundwave couldn’t call Ravage by name when he launches Ravage onto Earth. Something like ‘Ravage, retrieve the shard’ or even a G1-esque ‘Ravage: eject’ would’ve gone a long way to making him more memorable.

Megatron’s resurrection is actually a cool enough scene, and I do like how they didn’t dilly-dally and just got to doing it. The Doctor is a pretty fun, chittering little Decepticon that seems to be Bay’s attempt to emulate Frenzy from the first movie, only this time he’s got a German accent and is a psychotic hacksaw surgeon. It’s a fun enough character, and I’ve always adored the scene of the Constructicons just jumping off from the cargo boat one by one, and later Megatron just knocking a submarine out of the way as he rises up from the sea. There should really be a cutaway between him rising from the ocean and flying into space…

And again, while all those scenes with the Decepticons look cool, the scenes on board the crashed Decepticon warship don’t really make sense… or seems to be built up to be explained later on. Why is there a random Decepticon warship in the middle of nowhere? Why is the Fallen just sitting in a chair and doing absolutely nothing? Why is Megatron deferring to him? Where did the hatchlings come from? Why is Starscream unaware of Megatron’s resurrection? The only real good thing here is Tony Todd’s pretty impressive voice which he provides the Fallen with, as well as the fun little relationship where Starscream is turned into what is basically Megatron’s chew toy, an interpretation of Starscream that certainly sits extremely well with me. However, throughout the movie we’re never explained why the Fallen is Megatron’s master. And while the hatchlings seem to be an attempt to make Megatron’s warmongering and attempt to blow up Earth feel somewhat less one-dimensional, it ends up sort of making both Optimus Prime and Megatron look like idiots – Optimus for basically dooming all the Decepticon babies to death by starvation, and Megatron for generally being an angry toadie to Fallen. The Decepticon hierarchy and plot seems to be a half-baked mixture of several random concepts across script drafts, all of which when summed up together doesn’t really hold up well.

Mikaela, meanwhile, stuffs Wheelie into a box. It’s one of the two real contributions she does in this movie and it’s pretty sad, really, to compare how much she does on her own in the first and how little she does in the second. And Wheelie himself, like so many other plot threads, is ignored until he becomes relevant again later on. Alice, the pretty girl that’s trying really blatantly to get into his pants, goes aggressive on Sam and the two are caught smooching by Mikaela. And I guess the moral of this particular leg of the movie is… if a pretty girl wants to sex you and you already have a girlfriend, the pretty girl will strangle you with her alien tongue? Alice is pretty fun, though, as the previously dull one-dimensional seducer whore ends up being intentionally that way because she’s a Decepticon. Team Sam, now joined by Leo, run through the campus as Alice blows stuff up, stopping by for Sam and Mikaela to have a bit of a lover’s spat and make up, while Leo drops all sorts of annoying bad jokes. They end up captured by the Decepticons, and Megatron wants the information on Sam’s head. It’s never explicitly stated what happened to the first shard the Decepticons stole, and while after the watching it numerous times you could say it was spent to revive Megatron, the dialogue never makes it clear that it takes several rewatchings to make heads and tails of the plot.

After a fun little scene with Megatron siccing Doctor on Sam with an invasive tentacled robot bug thing that’s a knockoff from the Matrix, we get hints that the Decepticons want a map to energon, at which point Optimus Prime comes barging in and rescues the humans. We’re then treated to the Forest Fight, which is just phenomenal. It’s a shame the IMAX-exclusive scenes were cut… it’s definitely worth tracking down the extended version of the Forest Fight. Still, the original cut is certainly impressive enough, and the Forest Fight in general is just brilliant. From Megatron and Optimus clashing in their vehicle modes, to Optimus just landing punch after punch on Megatron… Starscream and Grindor arrive, and we never know if this is Grindor and not Blackout too, which would be confusing for first-time viewers… and could’ve been clarified pretty easily with a line of dialogue. I do like how everyone is just running after Sam and Optimus Prime is just tackling everyone like an enraged parent protecting his young, and the Decepticons take turn on just hacking into Optimus until he gets knocked down… and as Megatron goes all guilt-trippy and tries to justify his murder for the good of the race, Optimus Prime delivers another set of lines that is simply sold by Peter Cullen’s brilliant voice. “You’ll never stop at one- I’ll take you ALL on!” The background score just building up, the visuals of already-battered Optimus slowly getting off the ground and unsheathing that second blade, and Peter Cullen’s absolutely brilliant delivery of the line…

Of course, we then get an extremely brutal and impressive battle between Optimus as he lays down onto the three Decepticons, and I do love just how much detail is given in these parts, as Optimus just hacks and hacks and hacks his way through the Decepticons, Grindor’s arm just flies off on its own and interrupts Megatron, Starscream gets hit by his own arm… and the scene in general just gets your adrenaline pumping as Optimus tears his way through the Decepticons and rips pieces off them and the extremely brutal closeup of Grindor's face being torn in half. This is the epitome of the ultimate warrior that fans had wished Optimus Prime should/could be but never was. It’s a brilliant showdown which culminates in Megatron getting a cheap shot in on Optimus and killing him. Even the death scene is magnificent, with the slow motion music as he slowly falls onto the ground. You don’t buy for a second that Bay will kill Optimus Prime off permanently, of course, but it’s a powerful, sudden scene that’s extremely effective, especially followed by the rather echo-y, indistinct voices as Sam tries to process this and gets ferried away by the other Autobots. The scene of Lennox just looking down when he gets the call that Optimus is dead is another powerful scene.

With Optimus gone, though, we end up going into even more messiness that leads to the end. The scene of Fallen and Megatron revealing their plan to the world and proceeding to lay waste and sending Decepticons all around the globe is certainly impressive… if they did anything. The only relevant part in this scene is the random Decepticon in Paris kidnapping Ron and Judy, while the others are just landing for the heck of it before having to do the same thing again in Egypt. We also get another annoying, overly long scene with Ron and Judy talking bullshit in Paris. Leo also freaks out and I generally agree with the Twins’ opinion on him – he’s an annoying little shit. I personally don’t find the Twins as insufferable as some people say. They’re not pillars of characterization and I would certainly prefer, say, Sideswipe or Ironhide to be the one to accompany Team Sam, and they certainly have the ugliest faces in the world, but Leo is the one that truly irritates me. Neither the Twins really add anything to the movie, again, and as questions and plots pile up upon each other it’s evident no one has any idea how to resolve them. We go on three long, long scenes to meet first Simmons who gets the idea to look for ancient Transformers, Wheelie who supplies the map and later Jetfire who supplies the backstory and takes them to Egypt. And the backstory given by Jetfire ends up being useless and rather generic, making all the buildup relatively a disappointment. We also never get an explanation why the Fallen can only be defeated by a Prime beyond… because. We’re never explained why Primes are so special, we’re never explained why the Fallen never attempted to come to Earth before (he certainly knew) and generally there are so many plot holes in the explanation. Jetfire promptly disappears from the movie, though, even though him flying Team Sam to the Tomb of the Primes would’ve been far more practical – and do we even need the riddle?

We get tedious scene after tedious scene of them just mucking around and exchanging unnecessary lines of dialogue that’s so obviously padding. From the sneaking attempt in the museum to passing the checkpoint border to them running around in Egypt to just basically taking the tourist’s trip throughout Egypt and whatever, and they reach the Tomb of the Primes and end up finding dust. All through this while we get little snippets of Lennox diverting the NEST team and Prime’s body to where Team Sam is, and ditching Galloway on the way with the parachute – which I found hilarious.

After that we get the half-hour long of battle in the desert, which… which ends up really tiring. There are a lot of great moments, certainly, but the entire climax hinges on Sam getting to Lennox on the other side of the pyramid while the Decepticons are in their way, but there’s just so much you can do with Sam and Mikaela running on a desert before it gets boring, and it just takes so long in general. And Sideswipe, Ironhide, Arcee, Epps, Lennox and all the rest ends up doing absolutely nothing despite their introduction, just randomly showing up and shooting Decepticon protoform troops for a couple of seconds just to establish that, hey, these guys still exist. All three of the main Decepticons – Megatrno, Fallen and Starscream also end up just standing on the top of pyramids and just being all ‘rawr we’re the leaders’ and stalking around and shooting stuff but never doing anything. Why can’t we have, say, Ironhide and Sideswipe holding off Megatron? Or Ratchet and Arcee pinning Starscream down?

Simmons, Leo and the Twins bugger off to meet Devastator, which is the most impressive padding in the history of movie-kind. A huge portion of the special effects budget goes to Devastator, and it shows – the combination scene is extremely impressive, and the monstrous, four-legged monster that is Devastator with that massive vacuum jaw that sucks in all that sand… it’s certainly an impressive visual and the scene of Mudflap getting sucked into Devastator’s mouth certainly portrays just how impressively gigantic the combiner is. And while I would’ve preferred, again, Ironhide or Sideswipe or Jolt or Bumblebee to be the ones to fight Devastator, the Twins’ short skirmish with Devastator ends up proving entertaining as well as the two of them just grapple-gun their way around the giant and trying to hurt him… and then it abruptly ends with them staying under Devastator, and when we cut back to them Devastator is already climbing the Pyramid and destroying it, while the Twins basically disappear from the movie. We don’t see the Twins being defeated, we don’t see any attempt by anyone else to stop Devastator, and after he uncovers the Solar Harvester Devastator is taken out by Simmons calling the navy to shoot that super-awesome magic gun they apparently have and we’ve never heard before.

We could have Devastator be taken out by a combined Autobot assault, or by Optimus Prime’s new jet form later on (which can take out both Devastator and the Harvester), but the way Devastator was taken out, and the fact that a couple of scenes later we see that the Fallen can levitate rocks without much problem… and the end result makes Devastator an impressive, but redundant, spectacle. He doesn’t hold off the full force of the Autobots, he gets taken out by some random deus ex machina, and generally proves a massive distraction that has nothing to do with the plot.

Also, Devastator has random testicles, which ruins any dignity he might have when you realize the balls are there all along. Why they feel the need to include this, at all, boggles my mind.

Meanwhile as Sam and Mikaela runs through the desert holding the Matrix dust in a sock, we get a short interlude as Rampage shows up and deposits Sam’s parents… do we really need this? I don’t mind the Bumblebee and Rampage (and Ravage) fight, which was brutal and great, but drags on for a bit too long especially considering how long we’ve seen Sam and Mikaela run through the desert prior. We get more running scenes with cutaways to Megatron and a bunch of generics exchanging fire with NEST, and other cutaways to military forces deploying. The Constructicons also randomly show up as generics, further confusing anyone that’s expecting the classic combiner formula.

Then Jetfire remembers he’s in this movie, swoops in and hams it up and kills Mixmaster before getting wounded by Scorponok! I absolutely adore Jetfire’s fight scene in this movie as he takes out Mixmaster and Scorponok but not before being mortally wounded. In addition to the sheer impressiveness of Scorponok returning for the sequel (and it making a lot of sense too, them being in a desert) and the fast-pacedness of the action scene as Jetfire delivers one-liners with that fun Scottish accent…

After the long extended battles between NEST and the Decepticon army you’d think they would at least finally defeat them. Nope, random airstrike kills everyone except Megatron and I wonder why Ironhide and the rest even show up. Then we get another long, slow-motion scene of Sam and Mikaela running, then Sam dies, then randomly goes to robot heaven and meets the other Primes, who bring him back to life and he brings Optimus back to life.

The Fallen finally, finally shows up, steals the Matrix and activates the machine, and does some telekinesis thing to take out the human tanks and jets – all the other Autobots don’t even bother opening fire anymore. Fallen being able to do this would’ve been really practical if he joined in the fight earlier. And while it could be argue that he was waiting for the Matrix to be reformed, again, it’s never made clear in dialogue. Jetfire sacrifices himself, and Jolt, the mighty hero of the hour who has appeared for around six seconds before, manages to combine Optimus with Jetfire’s corpse, and Optimus basically goes on another rampage and takes out all the bad guys. The end.

Granted, the three-way fight scene between Optimus and Megatron and Fallen ends up being as brutal and impressive as ever, and I do like how Optimus takes Megatron out of the equation early, but when it ends up being just Optimus and Fallen, it’s just like the movie collapses over in exhaustion and just has Optimus tear Fallen’s face off without much preamble. It feels very truncated and makes the Fallen feel like such a weak villain overall. It would have been something if he had been able to give Optimus at least something of a fight like the way Megatron did in the first, but the battle ends just as it should be reaching its climax, and it’s pretty cathartic.

Overall? Overall, the sheer pacing problems makes this a chore to watch through and describe. But the action scenes, on the other hand, make this movie an extremely entertaining one to watch. The good scenes are really good, but the bad scenes? Really bad.

The toilet jokes here are ridiculous and simply cringeworthy to watch. Wheelie humping Mikaela’s foot, the dogs humping, Ron slapping Judy’s ass, Devastator’s balls, Judy running around being all high, one of the Appliancebots having a dick-gun, the tip of Alice’s tongue inexplicably being organic, Leo tasering himself in the balls, Simmons taking off pants and showing off his ass to the camera, Leo talking about how Mikaela has fallen in his balls… I don’t consider myself a prude and I laughed at the masturbation joke and Bumblebee pissing from the first movie, but the sheer volume of vulgar jokes in this movie is just taking it too far. One or two might elicit a giggle, but so many of them in such a short period of time and it just brings the movie down – as if it doesn’t have enough problems already.

There’s just too many random people introduced. You first get introduced to all these cool people in the beginning – Sideswipe, Arcee, etc – who ends up being unimportant at all. Jetfire, Wheelie and Simmons, as entertaining as they are, end up dragging out the middle part of the movie for a long time and I don’t see why we need to spend so much time just getting to them. The sheer amount of characters just being around to be funny is likewise overkill, with Leo and the parents in particular being really insufferable.

Sam Witwicky is still a great lead, even if he’s still rather confused about everything that’s happening in general. He’s still a solid character, and on the same vein so is Optimus Prime – Optimus is still a badass warrior that’s also a philosopher and wise fatherly figure when he is not tearing people’s faces apart, and any scene Optimus Prime shows up in ends up being really good. Both Sam and Optimus Prime remain solid protagonists. Shame that Mikaela’s been mostly degraded into eye candy, and the infamous first shot we see her in leaning over that motorbike sort of describes her overall role here. She basically just runs across the desert with Sam in slow motion, and ends up coming off as relatively shallow as both she and Sam are tied up with the cliched ‘say I love you’ romance subplot. She does show a fair bit of backbone by taking some initiative for showing up and joining the plot instead of buggering off on her own, and she isn't placed in a damsel in distress position, so at least she's got that going on for her. Bumblebee, likewise, also ends up being largely shafted as he just tags along for the ride until he’s needed to blow stuff up and murder Ravage and Rampage. He's got a few fun scenes earlier on in the Witwicky house and when he sprays Alice in the face with anti-freeze, but otherwise basically just becomes wallpaper until the final battle where he brings back the Murderbee.

The Fallen, as mentioned before, ends up being a really weak villain throughout and certainly ends up being a poor showing – it’s a shame, really, since Tony Todd delivers a pretty impressive voice and I do like Fallen’s general design with those weird-looking arms and those panels that run down the sides of his face. Megatron, likewise, despite his resurrection, also ends up making a poor show of himself. Both Fallen and Megatron are ‘saved’ for the final battle, not doing anything much at all in the interim, and since we remember them only for being beaten up, well, neither main villain is really memorable. Starscream is more fun, with his characterization of this whiny loser that gets to bear the brunt of Megatron’s abuse. I do like the little comedy moment with him getting beaten up by his own arm, and how he forms this little pair with Megatron, being loyal but abused all the while. Do like how he’s still a relatively decent fighter in his part against Optimus, though, and his line that suggests them buggering off to Megatron is pretty fun.

The other characters that receive much screentime – Leo, Simmons, the Twins and Sam’s parents – they’re all just weird funny characters that end up clogging too much screentime and making the movie just feel dumber. Leo and the Twins could’ve easily gotten a lot of their scenes cut if only because they aren’t quite as funny or relevant as Simmons, and Sam’s parents should’ve really disappeared after the first scene they show up in – the movie does suffer a fair bit from the two of them.

I would be remiss if I didn’t mention the racism allegations that the Twins are – they’re supposedly negative black caricatures. And while they do sound black (IIRC one of them was voiced by a black man) and I readily admit that I’m not an expert on racism, I don’t see that at all… the Twins sound like white gangster wannabes more than actual black people, and while Michael Bay is the kind of man obtuse enough to accidentally make characters that could be seen as racist, I don’t think he’s subtle enough to do it via the Twins. While they are pretty annoying characters, a lot of the criticism levelled against them is pretty unfair. They can’t read? Bumblebee can’t, either. And they are punk kids anyway, which really aren’t conducive to being really literate. They keep fighting and making asses of themselves? That’s because they are a pair of young brothers, and certainly not because of racism. I do recognize that it might offend some people, though, and they Twins end up being removed from future installments… so I guess it’s for the best. My main problem really stem from them having ridiculously ugly faces, Mudflap in particular, and basically just being among the many characters that bogs down the story.

NEST, despite being introduced pretty well, ends up being redundant and basically just a distraction. Neither Lennox nor Epps get to do anything significant beyond calling out military jargon and act cool… I really wished the movie starred more of them instead of Leo or the Twins. Galloway ends up being an entertaining little dick for the little we see of him, and I find him getting sucked out of an airplane rather hilarious. None of the secondary Autobot cast end up doing anything significant – Ironhide, Ratchet and Sideswipe are the most prominent among them, with Sideswipe getting his awesome scene taking down Sideways and Ironhide generally being the cool old Autobot that gets the most screentime among them. But the rest? Arcee practically disappears after Shanghai, only showing up in background shots before randomly blowing up and not mentioned anymore afterwards – no one even acknowledges her dying, and I didn’t even notice it at first. Jolt, despite my crazy love for this background lover, also ends up showing up randomly at the end and being the largest contributor to the movie by combining Optimus and Jetfire… despite not doing anything significant enough to make him look like anything but a deus ex machina to anyone not paying attention to background Autobots.

Wheelie gets a fair bit of screentime, and while his Brooklyn accent is fun, he’s just such an ugly spindly thing that ends up being really annoying before disappearing before the end. The defection from Decepticon to Autobot is handled rather poorly, and he just seems to be there for Mikaela to have something to do. Jetfire is a lot more entertaining, with a pretty great design and a fun Scottish accent, and I do like how he’s always malfunctioning and he uses the landing gear as a walking stick… but the scenes with him really end up being too long for my liking, especially when the movie has no shortage of funny weird people.

The other Decepticon troops are basically just roaring monsters with fun designs. Alice probably gets a bit more screentime than the others, being partly human and all, and I do think it’s a nice modernization of the Pretender concept, that a Decepticon can run around disguised even as a human, but it ends up being rather poorly executed. Devastator, as mentioned before, is a truly impressive monster but is ruined by being a distraction and having testicles. Soundwave is another one that, despite being really interesting, disappears before the end – it could’ve been, say, Simmons or someone who detects the hacking and tries to blow up the satellite or something, but no. Doctor, likewise, disappears after trying to cut into Sam’s head and ends up being another distraction.

Reedman, the marble-bots that combine into this paper-thin form, is an impressive-looking sight, and so is Ravage – I do like how Ravage ends up participating in the final battle, making him somewhat relevant. And the brutal way that Bumblebee tears out his spine! Rampage the whip-handed jumping jack, Demolishor the giant wheel monster and Grindor the Blackout lookalike get the most out of the action scenes, being pretty impressive villains for the Autobots to destroy. A lot of the Decepticons don’t even do much, which is a shame – I wanted Mixmaster to do something! He’s an interesting design with those shields and that cannon, but ends up doing jack shit. So are Sideways, Long Haul and Scrapper, who does nothing but die. Generally the Decepticons all look cool and all that, but none stay on-screen long enough to be really awesome... and those that do they put robo-balls on. Sigh.

Scorponok bursting out was full-out awesomeness, though.

There’s also an attempt at making Cybertronian culture feel more expansive with the legend about energon, the Seven Primes, the Hatchlings, the Cybertronian language… but really none are explained enough that feels like anything but gratuitous G1 namedropping that ends up being distracting and generally add nothing.

The score by Steve Jablonsky is truly impressive, definitely a massive contributing factor in making all the action scenes feel so much better. From the powerful beats intermixed with Linkin Park’s “New Divide” in the Shanghai opening, to the slow, somber tones when Optimus Prime falls, to the extremely majestic remix of the Autobot theme that accompanies Optimus Prime as he charges the Decepticons and hacks them all to hell… generally the soundtrack is something that the movies has never gotten wrong.

The visuals are still brilliant… though the animators seem to have problem designing good-looking faces. Mudflap in particular looks horrid and I’m not sure how anyone could think that face looks anything good. I don’t mind Skids’ bucktooth and bunny ears, or Wheelie’s skeletal face, but both could really use a lot more touch-ups to look better. And, of course, there’s the whole thing about Devastator’s balls. When it doesn’t look horrible, though, the visuals look awesome. They look a lot cleaner than the first movie’s models, and action scenes look freaking spectacular. I do like how the Transformers are still doing things even when they are in the background – Long Haul raising his arm to shield his face from the light of Megatron coming back online, Alice’s little medusa dreadlock thing, Bumblebe doing all his emotive stuff, Ironhide shooting Demolishor’s wheels off, Megatron nudging Doctor along with little fingers, Doctor scratching his head and scuttling around Sam’s face and trying to inspect him, Starscream reaching for his arm, Miaxmaster’s Decepticon-headed dog ornament, Rampage doing a flip before he dives into the ocean, Ejector the toaster beating Sam’s feet with nun-chucks, Mixmaster knocking that American flag off, Jolt just shooting sparks off his hand in the background… they do a lot of fun, distinctive designs with both the Autobots and Decepticons, it’s a shame a lot of them don’t do much beyond standing around and look cool, whereas the ones with less-than-stellar designs like the Twins and Wheelie get more screentime.

And that, I think, is the main problem with the movie – the movie tries to do so much, tries to introduce all these cool things, and ends up emphasizing all the unlikable ones. As time goes by it's certainly lost a lot of the great impression it once had, and with subsequent movies doing everything it does, but better, the problems become even more apparent. It’s certainly not a good movie, but despite it, it’s still my guilty pleasure to watch this movie, groan at all the bad jokes, look at the cool robots, and cheer for Optimus Prime as he delivers one-liners and takes heads.

Now excuse me while I watch the Forest Fight again.

(6 out of 10)


A longer cut was shown in IMAX theaters, with the most notable addition being to the Forest Fight which features a fairly nice scene of Optimus Prime being pounded upon by Grindor, Starscream and Megatron, the former two using their spinning blade weapons. (It also replaces a scene of Sam screaming with Starscream crashing through the forest) Other additional IMAX scenes include a slightly longer Devastator combination scene, as well as longer panning shots with him.

Bumblebee has lines recorded by Mark Ryan, but those were dropped in favour of having him retain his muteness and radio-speech with the justification that his voicebox has acted up again.

Soundwave’s original voice actor, Frank Welker, returns to voice him (also Ravage), but instead of using heavy synthesizing for the voice like the original G1 cartoon, which Welker reportedly disliked, he just speaks in his Dr. Claw deep voice. Welker recorded lines for Soundwave’s foreign dubs, but not all the dubs used the lines recorded by him.

Checking off the returning Transformers… Megatron gets a new body and Bumblebee has changed his alternate mode for this movie. Starscream retains the same robot and alternate mode, just with tribal tattoos all over it. All the other returning characters – Optimus Prime, Ironhide and Ratchet – have the same character models.

Grindor reuses Blackout’s CG model though a different prop helicopter. A generic Decepticon that reuses Bonecrusher’s model also appears in the final battle for two shots, first in his vehicle mode and later on in robot mode, apparently responsible for the destruction of one of the Arcees.

Frenzy’s head, apparently glued together after being chopped into half by a ricocheting disk in the first movie, makes a small cameo in Simmons’ office.

Two sets of Constructicons appear simultaneously throughout the movie. The first set seem to be individual robots with sentience that show up as recurring characters throughout the movie, while the second set seems to be non-transforming Constructicons that combine into Devastator, and they just happen to share identical alternate modes with the transforming non-combining Constructicons running around. The main exception is the Scrapper model – in addition to the Scrapper vehicle that forms Devastator and the Scrapper robot running around in Egypt, there is a third Scrapper seen and killed during Megatron’s resurrection, which Hasbro has dubbed ‘Scrapmetal’ or ‘Ze Little One’ to distinguish it from the other Scrappers.

Despite the toyline, in the movie itself Devastator is formed from nine Construction vehicles. The seven in the toyline: Mixmaster, Long Haul, Scrapper, Rampage (yellow compared to the red individual), Scavenger (a red version of Demolishor), Hightower (truss crane) and Overload (the red dump truck that got a close-up). In addition to that, there is a yellow dump truck that arrives with Rampage, and a small yellow payloader that gets scooped up by the Hightower arm to form claws.

Out of the Appliancebots, the CISCO Aironet (which is shown transforming into a cockroach-like robot) seems to have survived the assault! While likely to be caused by lazy editing, the Aironet didn’t assault Sam alongside the rest of the Appliancebots and was present in its original place when the firemen were cleaning the house.

‘Sentinel Prime’, who would later be a character introduced in the third movie, was mentioned briefly by Sam’s rant in his astronomy class. Also, his ranting seems to be an attempt to explain mass displacement.

The Twins’ ice cream jingle is loosely based on the original Transformers theme. The original cartoon’s transformation effect could be heard at several points, most clearly during the Microcons’ combination into Reedman.

One of the Decepticon generic troops (the one whose head falls into his lap) has ‘T-1000’ on his arm, which Michael Bay states is a playful jab at Terminator Salvation, which also featured giant robots.

Michael Bay had stated that Professor Colan is based on a real-life professor he knows.

The shots of the Decepticon protoforms landing on Paris seems to visually homages similar shots from Michael Bay’s older film Armageddon, which also featured meteors. Most obvious is a large building being blasted halfway and piercing the ground upside-down with its sharp tip.

The first and last scenes of Soundwave (‘Soundwave acknowledges’ and ‘Decepticons mobilize’) are identical with each other. The scene of Alice’s tail snaking out from under her skirt and it snaking back in is the exact same shot, just reversed.

Several shots from the first movie’s Autobot arrival is used and modified for the Decepticon Protoforms’ arrival.

Deleted Scenes in the DVD include: alternate scene of Judy embarrassing Sam, alternate scene of Leo and Sam first meeting Alice, and an extended Paris scene where the Witwicky parents play some footsies.

Mikaela’s pet dog, ‘Bones’, is played by Michael Bay’s real-life dog Bonecrusher named after the Decepticon of the same name from the first movie. A highly appropriate name for a dog, for sure!

Demolishor is credited with his pre-finalized name of ‘Wheelbot’, whereas Rampage (who was named in the movie) is credited as ‘Skipjack’. While Hasbro uses the name ‘Scalpel’ on the toy, Doctor is credited and referred to as such throughout the movie.

While it’s rather odd that the Decepticons go through all the trouble to obtain Sam and obtain the Allspark-given information in his head when they have just stolen a different Allspark shard from NEST, the Decepticons could’ve just prioritized Megatron’s return over the main plot. Considering how surprised Starscream was at Megatron’s arrival, this theory holds some credence.

Also, the humans accidentally revive Jetfire with their Allspark shard. While they can’t exactly approach Optimus Prime with them being wanted fugitives and Optimus being surrounded by troops, it seems that Wheelie, who appears to recognize Jetfire, had wanted to set the humans up to be killed by a larger Decepticon – he didn’t even consider the choice to defect until later on.

When Skids and Mudflap hang from the lead pipe during the Devastator scene, a newpaper with an image of G1 Shockwave as an easter egg flies past them for a split second.

Mudflap’s “kung fu grip” line seems to reference the gimmick from the G.I. Joe franchise.

When Jolt transplants Jetfire’s parts to form Optimus’ backpack, R2-D2 can be verybriefly glimpsed among the flying parts.

Homages to Past Transformers Fiction

All the names for the characters introduced here: the Fallen, Sideswipe, Arcee, Chromia, Elita-1, Skids, Mudflap, Jolt, Wheelie, Soundwave, Ravage, Scrapper, Long Haul, Mixmaster, Scavenger, Rampage, Hightower, Overload, Grindor, Sideways, Demolishor, Insecticon and Scrapmetal are all names that have been used before for prior Transformers characters, though some of them bear very little resemblance to any prior versions. Alice, Reedman and the Doctor/Scalpel are all original names and concepts introduced in Revenge of the Fallen.

Energon, the Transformers’ fuel, is mentioned numerous times by characters though it’s not seen.

The Matrix of Leadership is based on an artifact of the same name introduced in the 1986 movie (which itself is based on the Creation Matrix from the comics), though has been redesigned

The idea of the Fallen as being part of a dynasty of ancient Primes, as well as being a traitor to the rest, stems from Dreamwave comics, which featured a character named ‘the Fallen’ which betrayed the first Thirteen Primes.

The idea of Transformers having familial relationships like twin brothers or descendants has been around since G1 though no one has ever really attempted to explain it in detail.

Alice, referred to as ‘the Pretender’ by press releases, is be based on the Pretender gimmick from G1 (robots hiding within shells resembling humans), sans shell, though she also visually resembles how transformers from Beast Wars transform, with ‘organic’ beast modes that transform into mechanical robots.

Jetfire’s history as a former Decepticon that defected to the Autobots is a concept used in both the original G1 cartoon and comic.

Transformers that combine have been around since the beginning of the franchise. The Constructicons combining into Devastator is somewhat based on the original team from Generation One, right down to the names and alternate modes of six of the ones that form Devastator – ‘Rampage’ stands in for the original Bonecrusher as the team’s bulldozer, there being already a Bonecrusher in this continuity. Hightower meanwhile is a commonly used alternate name for Constructicons after G1, Hasbro having lost the trademark to ‘Hook’.

Insecticons (not named on-screen) are first introduced in G1, although this time they are the size of actual insects.

Soundwave ejecting Ravage as an attack dog is based on their original G1 characters and toys’ similar relationship, where Soundwave is able to eject ‘cassettes’ as troops, one of them being Ravage.

Optimus Prime dying and being brought to life by a mystical artifact has been done various times throughout the Transformers franchise.

Optimus Prime’s line “freedom is your right” is a play on his oft-quoted motto “freedom is the right of all sentient beings.”

Sam carrying a Transformer plot device implanted in his brain which interferes with his life is somewhat similar to how his G1 comic counterpart, Buster Witwicky, carried the Creation Matrix within his mind.

The idea of Transformers ‘hatching’ from pod-like structures is similar to protoform pods from Beast Wars, though here they take a more literal view about having them hatch like little larvae.

The term ‘Seeker’, traditionally a group of elite Decepticon air warriors in Transformers lore, is reimagined here as a group of ancient Transformers that seek energon.

While talking about the Seekers, Simmons says the phrase ‘robots in disguise’, an often used tagline for the Transformers since the beginning of the franchise.

Jetfire’s teleportation technology is a ‘Space Bridge’, which is a reference of the teleportation device found throughout many prior Transformers series, first introduced in the G1 cartoon… though the third movie would introduce a more traditional Space Bridge.

Optimus Prime combining with Jetfire as a power-up first happened in Transformers: Armada.

Optimus Prime spitting out a teeth after being beaten by Megatron is similar to a scene during the final battle between Optimus Primal and Megatron in Beast Wars. Another possible Beast Wars reference is Soundwave’s long, drawn-out “yeessss” similar to BW Megatron’s catchphrase.

Sparks, first seen and referred to in the first movie, is ripped out during both Jetfire and Fallen’s deaths.


NEST uses small-arms weapons and sniper rifles to battle the Decepticons, which seem to be pretty effective, while the previous movie establishes that only high-heat sabot rounds can damage Transformer armour. Optimus is pretty adamant about not sharing technology, so that’s that off the table. It’s not inconceivable for them to upgrade the guns (while still having them look like older models), and they do cause damage primarily on the ‘naked’ Protoform Decepticons which may be unarmoured, but the need of high-heat sabot rounds is never mentioned anymore in any of the sequels.

Leo and his group refers to the ‘battle in L.A.’ While Mission City is indeed partly shot using Los Angeles skydrops most of the time, it still took place in Mission City, a fictional town nearby Hoover Dam. It’s not impossible that an actual off-screen conflict happened there, but the timeframe suggests that they’re referencing the events of the first movie.

It’s rather odd for Mikaela to get the box containing Wheelie through the airport luggage check, especially since Wheelie isn’t being cooperative at all during that scene. While novel/comic adaptations have attributed this to Mikaela using her ‘assets’ to distract the guard as well as the excuse that she’s carrying expensive mechanic equipment, neither explanation is present in the movie.

When the Twins crash (‘I’m okay, I’m all right’ ‘this is combat, man! What’s wrong with you?’) Mudflap speaks with Skids’ voice and Skids speaks with Mudflap’s voice. The dialogue and the action going on are attributed to the right characters, though.

Briefly during the Shanghai battle as the C-17 airplane opens the dock to allow Optimus Prime to be dropped down into the city, a filming crew can be seen.

Despite Bumblebee’s vehicle mode being a different, newer version of the Chevrolet Camaro – a change reflected in his robot mode as well – his license plate is still different in his robot and vehicle modes.

Ironhide’s vehicle mode no longer has a vehicle mode, but his robot mode still sports the license plate like the first movie.

During the frat party scene when Alice meets Sam, as the camera cuts from close-ups to panning scenes the glass Sam holds alternates between between being full, half-full and back to being full again.

When Sam drops his books and stuff during his crazy scene at the campus, upon an angle change, a female student teleports from nearly approaching Sam back onto the top of the stairs.

Neither Sam nor Bumblebee mention Sam drawing Cybertronian with cake, or the existence of a second Allspark sliver, which is rather stupid on their part. Neither of them also think of trying to get their sliver to Optimus Prime in an attempt to revive him, though that’s more excusable owing to Optimus’ body being under NEST lockdown.

During the scene showing the Autobots driving after Mikaela first encounters Wheelie, the first establishing shot shows Optimus, Ironhide, the Twins, Bumblebee and Sideswipe, and the shot makes it quite clear there aren’t any vehicles around them. After a scene change to NEST command, Jolt randomly appears in a closeup shot driving in front of all the other Autobots, before disappearing in the very next shot. The NEST computer only shows six contacts, which corresponds to the Autobots present minus Jolt. When the Autobot group (again, minus Jolt) catches up to Sam after Optimus’ death, Ratchet inexplicably appears despite not being shown rolling out with the others. When the remaining Autobots rendezvous with NEST, Jolt is with them.

During the panning shot over the barge with four Constructicons, we can see a Mixmaster, Long Haul, a red bulldozer (Rampage) and a yellow scoop loader (Scrapper). However, afterwards we see the Scrapper scoop loader disappear, replaced with a yellow Volvo excavator with an explicit Decepticon insignia… yet when the Constructicons dive, a Scrapper (the ‘Scrapmetal’ mentioned above) goes down with the other three. Which alternate mode he transforms into is an oddity.

When the Constructicons dive down the Laurentian Abyss, the marines detect five contacts (Ravage and the four Constructicons), but detect six contacts coming up – which doesn’t make sense since one of the Constructicon dies and Megatron is revived, which still makes five. The Doctor is far too small to register on sonar.

While Keller might just be mistaken in the previous movie, none of the Constructicons or Ravage are affected by the heavy pressures, and Megatron’s body is still perfectly intact.

When Alice is strangling Sam, the window behind her has a fan in front of it, but when Mikaela throws the tool box which smashes through the window, the fan has somehow moved against a wall.

The establishing shot of Grindor dropping the car into the abandoned factory has it surrounded by buildings, but the forest fight takes place in, well, a forest nearby that particular factory.

The box Wheelie is in was placed in the car which is abducted by Grindor. None of the humans carry the box around when Optimus rescues them, but it suddenly ends up without any explanation in Bumblebee’s trunk when Wheelie is required for his scene. Granted they may have gone back and gotten it, but considering the pacing of the scene it feels unlikely.

At one point in the New York scene, Skids switches from having a ‘SKIDS’ personalized license plate to ‘BEAT’. Also it’s rather odd that while the Twins fight over scanning the green car, both the cars provided for them to scan already have personalized license plates.

The aircraft carrier USS Theodore Roosevelt is sunk by the Decepticon protoforms with the number 71, but the later panning shot it’s seen with the number 74.

Simmons somehow knows that NBE-1 is alive again, which he would have no way of knowing – this seems to be a leftover from an earlier script where Megatron is the one to address the humans instead of the Fallen.

During the shots within the cargo plane with NEST and Galloway, Optimus Prime’s body disappears in several shots focusing on the humans.

When Wheelie points out the locations of the Seekers on the map, there is no dot over Washington – but Simmons says the closest one is in Washington. I have no idea what the United States geography is like, but apparently according to the dots shown in the movie there are a lot of other closer Seekers as well.

Tasers do not cause convulsions. They knock people out, but do not cause convulsions.

As Jetfire walks out of the Smithsonian Museum, he somehow enters a desert filled with planes(filmed at ‘the Boneyard’ in Arizona). Though the movie universe happens in an alternate universe where there’s just a display of a lot of airplanes outside their version of Smithsonian. Michael Bay notes in his audio commentary that ‘most people in Taiwan won’t notice this error’… and as someone who has no idea what a ‘Smithsonian’ even is before watching this movie, I will sagely defer to Bay’s comment here.

The location marked on the map given by an aide to Morshower is nowhere near the Gulf of Aqaba, but rather in Jordan.

When Sam is using a knife to carve the glyphs in the grass for Jetfire to see, the glyphs are already there and Sam is just tracing it with his knife. There’s probably meant to be CGI of the grass parting.

After being teleported by the space bridge, Wheelie disappears and reappears for a couple of scenes during the checkpoint, and later when the humans are finding shelter. It’s not shown where he is during the rest of the movie, though the third movie would confirm that he survived.

Characters move from Egypt and Jordan pretty quickly (in reality Israel, an entire country, is between them) and somehow Jordanian forces arrive on Egypt first before Israel – it’s treated as if Jordan directly borders Egypt.

Also, it’s odd that the Pyramid, being a famous tourist attraction, has no tourists – all the people around it seem to be locals.

As with the previous movie, the Reaper drone is called a ‘Predator’, and in different shots has its propeller disappear and reappear.

The damage done to Bumblebee’s smaller ‘wings’ on his back by Ravage reappears on all subsequent shots.

The NEST forces deployed from hovercraft arrive at the battle site almost immediately, even though the Pyramids is nowhere near the Red Sea in real life. The monitor from the warship that fires the Rail Gun shows the Pyramids with a body of water in the foreground, which would be rather impossible. Granted, they could just be working off really sophisticated technology.

As Sam and Mikaela runs from Megatron during the final battle, Sam’s jacket momentarily disappears in one shot.

Ironhide visibly has one of his cannons fall off (or get ejected) while running away from the air strike, but in some later shots he has both cannons intact.

Deleted Scenes & Concepts

The three Arcee bikes were initially meant to combine into a single robot during the Shanghai battle, and while the idea shows up practically everywhere from pre-visualization renders, comics, novels and toys, this never happens. They also have different colours. Practically everyone doing tie-in material is confused whether they are supposed to be G1 Reflector-style ‘single mind shared across three bodies’ or just three separate Autobots that look pretty similar. The movie doesn’t really give them much showtime before killing them off.

The Fallen was initially supposed to appear as a massive Sacrophagus resembling the Decepticon insignia, where he was sealed within it by the other Primes. The Sacrophagus would supposedly break and release him upon Optimus Prime’s death. This was worked into many tie-in materials as well – the final version of the movie had him sitting down plugged into the Decepticon warship, and disentangling himself from his bindings upon Optimus’ death.

There were originally Thirteen Primes instead of Seven, which ties in with the G1 concepts it is borrowing from.

Doctor initially transforms into a microscope instead of the lensmeter (a microscope-looking device that’s used to measure the power of spectacles), and was supposed to be sniped off by either Optimus or Bumblebee before managing to slice into Sam’s brain.

Ravage initially transforms into a metallic fish-like thing (a catfish! Ha!) after landing, before transforming into his jaguar form. His death was reportedly a late addition into the script.

Judy’s bald spot was initially caused by her struggling against a waffle iron Appliancebot, which would explain why she randomly ran around with a waffle iron held against her head. During the Appliancebot scene, the microwave would have killed a smaller cell phone by frying it within himself.

Nearly all adaptations have the climax feature Fallen offering Megatron the ‘powers of a Prime’ as the main reason why the two are working together, but when Optimus reveals that Primes are born, Megatron and Starscream abandon the Fallen to his death.

Also, nearly all adaptations feature what appears to be a post-credit scene of Megatron returning to the Decepticon warship and activating an entire army. Evidently this was scrapped because considering how they were portrayed to be scrounging for Energon it would not have made much sense.

Again mentioned in adaptations, the Matrix was supposed to be a new container for the Allspark’s power, which would’ve been explained by Optimus at the end. Considering how Sam isn’t crazy anymore and the Matrix being briefly treated as a precious object in the third movie, it seems that this is still the case.

The original plan was for Alice to obtain her human alternate mode from a highly realistic Alice in Wonderland animatronic (which would explain the name), and the scene was featured in the comic and the novel – and the scene with Leo barging into Sam’s room is supposed to be him trying to tell Sam of what he found out about Alice, so it seems this particular scene was cut fairly late into filming.

As mentioned in ‘goofs’, it was initially Megatron who addressed the humans instead of the Fallen.

Rampage was initially yellow – which is reflected in the toy and the Rampage forming Devastator’s leg being yellow. However, the fight between Rampage and Bumblebee would be too confusing with two yellow robots, so the colour of the individual Rampage was changed into red whereas Devastator’s Rampage remained yellow.

A scene common to comics and novels is Team Sam contacting Lennox’s wife and have her deliver a message to Lennox, which would make more sense considering Lennox is likely to be less scrutinized about his wife calling him than some random stranger.

A cut concept from the movie would be to have a fake robotics company be the cover up for many of the Autobot-Decepticon battles, which, again, is referenced in comics and novels.

Among characters considered for inclusion in the movie which received concept arts and had toys produced early in the toyline included Springer, an Autobot that turns into a V22 Osprey; Breakaway (or Firestorm), an Autobot F35 fighter jet; Depthcharge, an Autobot warship and Ransack, a Decepticon Seeker that turned into a Ford Model T (a biplane in the toyline); as well as robot modes for the Constructicons Overload, Hightower and the Volvo Excavator. A lot of concept art also seems to feature a massive battle between a giant tentacled Decepticon creature with a warship. Soundwave was originally intended to land on earth and scan a Chevrolet pick-up truck as an alternate mode.

Preliminary names for some Transformers that showed up here and there include Wheels (Wheelie; used in some early materials), Skipjack/Jumping Jack (Rampage), Wheelbot (Demolishor) and Stinger (Sideswipe).
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