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Transformers: Revenge of the Fallen poster

LIVE-ACTION · 2009

Transformers: Revenge of the Fallen

Revenge is coming.

  • DirectorMichael Bay
  • ReleasedJune 24, 2009
  • Runtime149 min
  • Box office$836.3M

The Film

The bigger, louder, more troubled second chapter of Michael Bay's live-action saga: a sequel rushed through a writers' strike that critics savaged, audiences swarmed, and the Razzies crowned Worst Picture, all in the same record-breaking summer.

01

The Story

Transformers: Revenge of the Fallen still

Two years after the Battle of Mission City, Sam Witwicky is trying to be an ordinary teenager again and leave for college, but a leftover shard of the destroyed AllSpark burns a torrent of ancient Cybertronian symbols into his mind. Those symbols are a map.

The Decepticons want what the map leads to. Regrouped under a revived Megatron and his long-imprisoned master, The Fallen, they are hunting a buried Star Harvester, a doomsday machine that drains a sun for raw Energon. It is hidden inside a pyramid at Giza, and switching it on would extinguish Earth's sun.

Branded a liability after a Shanghai battle goes public, the Autobots and their human strike team NEST are nearly disbanded, and when Optimus Prime falls defending Sam the war tips toward the enemy. The hunt for a way to revive Prime and stop The Fallen runs from a Smithsonian hangar to the deserts of Egypt and Jordan.

Everything is bigger than the original: more robots, more countries, more spectacle, building to a sprawling desert battle in which Sam briefly dies, meets the ancient Dynasty of Primes, and returns carrying the Matrix of Leadership, the one thing that can bring Optimus back for the final stand.

02

Cast and Characters

Autobots

Decepticons

The Humans

Sam Witwicky
Sam WitwickyShia LaBeouf
Mikaela Banes
Mikaela BanesMegan Fox
Major Lennox
Major LennoxJosh Duhamel
Sergeant Epps
Sergeant EppsTyrese Gibson
Seymour Simmons
Seymour SimmonsJohn Turturro
Leo Spitz
Leo SpitzRamon Rodriguez
03

A Sequel on the Fast Track

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Paramount had sequels in development before the first film even opened, and once Transformers grossed over 700 million dollars in 2007 a follow-up was a foregone conclusion. The studio wanted it fast. Roberto Orci and Alex Kurtzman, who wrote the original, initially passed over scheduling, then returned, and Ehren Kruger was added for his deep knowledge of Transformers lore. The trio was paid a combined eight million dollars.

The budget was set at around 200 million dollars, fifty million more than the first film, with Variety reporting the real outlay above 210 million after rebates. A further 150 million went to marketing. Orci framed the theme as being away from home: the Autobots cannot rebuild Cybertron and weigh making Earth their world, while Sam leaves for college and tries to walk away from the war.

04

Written Against the Clock

The script ran straight into the 2007 to 2008 Writers Guild of America strike, which began on November 5, 2007. The writers had been working barely two weeks. To avoid shutting down an effects film that needs scripts months ahead of cameras, they handed in a story treatment the night before the strike started, then put their pens down.

With the writers forbidden to work, Michael Bay expanded their roughly twenty-page outline himself into a sixty-page scriptment, adding gags and set pieces so that pre-visualization and concept art could keep moving. He also built animatics in case a feared directors' strike forced him to walk.

When the strike ended on February 12, 2008, there were only about two months before cameras rolled. Bay sequestered the three writers in a luxury hotel near his office, the Hotel Casa del Mar, to finish at speed: Kruger in one room, Orci and Kurtzman in another, comparing pages roughly twice a day while Bay dropped in for what they jokingly called surprise inspections. Almost everyone involved later admitted the compressed, improvised process is why the finished film feels so overstuffed; Bay himself has called it crap and blamed the strike, and Shia LaBeouf said the movie chased scale and lost its emotional anchor.

05

Around the World in a Dozen Cities

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Principal photography ran from June to November 2008 and was unusually far-flung. The Shanghai opening was built from the old Bethlehem Steel works in Pennsylvania combined with the Long Beach harbor. College scenes were shot at the University of Pennsylvania and Princeton, though both schools refused to let their names appear on screen, objecting to a scene in which Sam's mother eats marijuana brownies.

The desert finale took the production overseas. Bay said it was the first film in roughly thirty years granted permission to shoot at the Pyramids of Giza, and the first ever allowed to film atop Petra in Jordan, where the Monastery stands in for the Tomb of the Primes. King Abdullah II, a science-fiction fan, helped clear access, and the Royal Jordanian Air Force assisted. A forest battle was shot on Mescalero Apache land in New Mexico, where the production was permitted to fell about a dozen trees in exchange for planting some six thousand afterward.

The film leaned on more than a year of United States military cooperation, showing hardware from four of the five service branches: C-17 transports, the Army's Golden Knights parachute team, M1 Abrams tanks firing live rounds, Navy submarines and an aircraft carrier. Filming wrapped on November 2, 2008 aboard the USS John C. Stennis.

06

Industrial Light and Magic Goes Bigger

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The visual-effects leap was enormous. Where the first film had fourteen robots, the sequel had forty-six, built in roughly the same year-and-a-half schedule, with ILM reaching around sixty major builds in total. The studio's render farm ran near 95 percent capacity, its crew peaked around 350 artists, and storage ballooned from about twenty terabytes on the original to roughly 150 terabytes.

The centerpiece was Devastator, a giant combiner formed from construction vehicles. Counts vary by how parts are tallied, but he is often cited at over fifty thousand parts and around thirteen million polygons, standing about 150 feet tall, with single frames taking on the order of 72 hours to render. The shots of Devastator tearing the top off a pyramid were the largest rigid-body simulation in ILM's history at the time, several times bigger than the studio's previous record, and took months to compute. Bay also shot the forest fight and the climactic battle with IMAX cameras, whose frames carry roughly eight times the area of standard film.

07

The New Machines

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The sequel crowded the screen with new Cybertronians. The Fallen is the title's reveal: the first and founder of the Decepticons, a betrayer Prime and Megatron's master. Jetfire is an ancient, cane-walking Seeker who scanned an SR-71 Blackbird, switches sides, and sacrifices himself so Optimus can fly and win. Devastator and the Constructicons form the towering combiner of the Giza climax, killed by a Navy railgun, a beat added late to showcase a real new weapon.

Around them came Demolishor, the excavator wrecked in Shanghai, the surveillance Decepticon Sideways, the satellite spy Soundwave with his drone Ravage, the reformed Decepticon Wheelie, the Pretender Alice, and, most notoriously, the bickering Autobot twins Mudflap and Skids. A small Autobot named Jolt was added at General Motors' request to promote the Chevrolet Volt.

08

The Twins Problem

Mudflap and Skids became the film's most damaging cultural misstep. Written as squabbling comic relief who spoke in rap-inflected slang, admitted they could not read, and, in Skids' case, sported a single gold tooth, the pair were widely read as minstrel caricatures. The New York Times invoked the long shadow of minstrelsy, others compared them to a car-shaped Jar Jar Binks, and some critics called them among the most baldly racist characters in a recent mainstream film.

Bay defended the twins as harmless fun and argued that robots cannot be stereotypes, attributing the voices to the actors' choices. Orci and Kurtzman were more uneasy, saying they found the result hard to justify and that filmmakers do not control every element of a finished movie. Both characters were dropped from the next film in direct response to the backlash, and Bay went so far as to publicly offer a reward to anyone who could spot them in Dark of the Moon. They never returned to the live-action series.

09

Trouble on Set

The production drew off-screen drama too. During filming on July 27, 2008, LaBeouf was injured in a car crash and needed surgery on one hand; rather than halt, Bay shot around it and the rewrites wrote a bandage into Sam's later scenes. Megan Fox's relationship with Bay curdled after release, when an interview comparison between the director and a notorious dictator preceded her exit from the franchise. Bay has said the call to drop her came from above, an account Steven Spielberg has disputed, and she was replaced for the third film by Rosie Huntington-Whiteley.

10

The Sound of the Fallen

Steve Jablonsky returned to score the film with Hans Zimmer producing, recording with a large orchestral ensemble and swelling the original's choral, percussive Autobot themes into something more apocalyptic. Cues like the Primes' theme underscore the film's ancient-history mythology.

Linkin Park again supplied the marquee single, New Divide, written specifically for the movie and released on May 18, 2009. It became a substantial hit, reaching the top ten of the Billboard Hot 100 and topping the rock charts, certified multi-platinum, with a video directed by the band's Joe Hahn staged in the Primes' tomb. It even reached the early long-list for the Best Original Song Oscar.

11

Selling the Sequel

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With a marketing budget around 150 million dollars, the campaign was everywhere: a Super Bowl spot in February 2009, tie-ins with fast-food and retail giants, a NASCAR car in the film's livery, and a wave of Hasbro toys. The world premiere was held in Tokyo on June 8, 2009 before the North American opening on June 24, with an IMAX version that carried extended robot-fight footage not in the standard cut.

12

Box-Office Juggernaut

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For all the bad reviews, the commercial result was staggering. Midnight shows took around sixteen million dollars, then the most ever for a Wednesday debut, and the first day grossed roughly sixty-two million, breaking the record for a Wednesday opening and ranking as the second-biggest opening day to that point behind The Dark Knight. The five-day launch reached about 200 million dollars, and it was the first 2009 release to pass 300 million domestically.

It finished with 402.1 million dollars in North America and 434.2 million abroad, for 836.3 million worldwide, comfortably out-grossing the first film by well over 100 million and ranking as the second-highest domestic earner of 2009 behind Avatar. On home video it was the best-selling DVD of the year.

13

Critically Savaged

Critics were merciless. The film holds a 19 percent score on Rotten Tomatoes across roughly 250 reviews and a 35 on Metacritic, with reviewers piling on the incoherent plot, punishing length, sensory overload and juvenile humor, while reserving any praise almost entirely for the effects and action. Roger Ebert, who liked the first film, gave the sequel a single star and suggested audiences could recreate it at home by banging pots and pans with their eyes shut. Rolling Stone's critic went to zero stars. Yet paying audiences were far kinder, handing it a B-plus exit grade, a split the box office made plain.

19%Rotten Tomatoes
35Metacritic
$836.3MWorldwide gross
$200MBudget
Critically savaged and commercially unstoppable, Revenge of the Fallen is the rare blockbuster that won Worst Picture at the Razzies and grossed over 836 million dollars in the very same year.
14

The Razzie Sweep

At the 30th Golden Raspberry Awards the film drew seven nominations and won three: Worst Picture, Worst Director for Bay, and Worst Screenplay, making it the highest-grossing film ever to be named Worst Picture at the time. The split personality of the project showed in its other recognition, though: it also earned an Academy Award nomination for Best Sound Mixing and a sweep of fan-voted prizes for its effects and stars.

15

Legacy

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Revenge of the Fallen became the cautionary tale of the whole franchise, hard proof that audiences would turn out no matter what critics said and equally hard proof that bigger is not the same as better. The filmmakers' candid post-mortems about its broken, strike-damaged script turned it into a case study in blockbuster excess.

The course-correction was immediate. Dark of the Moon two years later handed Kruger sole writing duties for a more linear story, cut the twins entirely, and dialed back the juvenile comedy, clawing back a measure of respectability with notably better reviews. There has been no real critical rehabilitation since: retrospectives still rank Revenge of the Fallen as the series' low point, the one entry even its director disowns.

16

Did You Know

  • The writers handed in a story treatment the night before the 2007 writers' strike, then Michael Bay turned it into his own sixty-page scriptment so cameras could keep rolling.
  • Bay locked the three screenwriters in a beachfront hotel to finish the script after the strike, dropping in for what they called surprise inspections.
  • It was reportedly the first production in about thirty years allowed to film at the Pyramids of Giza, and the first ever permitted to shoot atop Petra in Jordan.
  • ILM jumped from fourteen robots in the first film to forty-six here, and from roughly twenty terabytes of storage to about 150.
  • Single frames of Devastator could take around seventy-two hours to render, and a machine reportedly failed under the IMAX-resolution load.
  • The little Autobot Jolt was added late purely so General Motors could promote the Chevrolet Volt.
  • Jonah Hill was in talks to play Sam's roommate Leo before the role went to Ramon Rodriguez.
  • Roger Ebert later used a phrase from his one-star review as the title of a whole book of his most scathing notices.
  • It remains the highest-grossing film ever to win the Razzie for Worst Picture.
17

Gallery

18

Quick Facts

Released
June 24, 2009
Format
LIVE-ACTION
Director
Michael Bay
Studio
Paramount / DreamWorks
Runtime
149 min
Starring
Shia LaBeouf, Megan Fox, Josh Duhamel, John Turturro, Tyrese Gibson
Budget
$200M
Box office
$836.3M
Awards
3 Golden Raspberry Awards (Picture, Director, Screenplay); Oscar nom, Best Sound Mixing

Sources: Wikipedia; Box Office Mojo; Rotten Tomatoes; Metacritic; SlashFilm; Looper; The Escapist; Animation World Network; Variety; RogerEbert.com; TFWiki.