# Transformers: Revenge of the Fallen

    For other uses of "Transformers", see Transformers.
Transformers 2: Revenge of the Fallen is a 2009 film based on the Transformers franchise and a sequel to the 2007 film Transformers.
    Directed by Michael Bay. Written by Roberto Orci (screenplay), Alex Kurtzman (screenplay) and Ehren Kruger.

## Dialogue

Major Lennox: What've you got?
Epps: Thermal ripple.
Major Lennox: [Speaking into his communicator] Right, everybody, be steady... We're right on top of it.
[Demolishor transforms into robot mode and roars before slamming both his hands down on a pile of steel pipes, sending them flying, causing some of the N.E.S.T. soldiers to be crushed by them as retaliatory fire from soldiers begins to ring out.]
Major Lennox: [Speaking into his communicator] Eagle-niner!
Bald soldier from the first movie: Aah!
Major Lennox: [Speaking into his communicator] I need an energy proton!
[Demolisher manages to get up and mobile despite taking fire.]
Epps: [Speaking into his communicator] Panther One, requesting fire mission now!
Pentagon officer: Gunships on station. Rolling hot!
Black Hawk Pilot: Dog One, now we are engaging.
[Two Black Hawk choppers fire on Demolisher, and while one of them gets past Demolisher without incident, Demolisher manages to smash the tail boom off the second one, causing it to crash and explode.]
Skids: Watch it, watch it-
[Skids and Mudflap crash into a wall causing them to turn into robot-mode]
Mudflap: Oof! Ah! Yah! I screwed that up... I'm okay. I'm all right.
Skids: This is combat, man!
Mudflap: Total brain freeze, man.
Skids: What's wrong with you? [punches Mudflap]
Mudflap: Ah!
[Demolisher drives down an interstate bridge while causing carnage and roaring in the process.]
Epps: [Speaks into a communicator] Air support, we need Big Buddha to deliver the drop now!
Cargo Plane Pilot: Cyclone nine-eight, final attack hitting in one two zero. [Cargo-bay doors lower] Clear drop in five, four, three, two, one.
[Optimus Prime drives out of the plane in vehicle mode, turns into robot mode as he free falls, and three white parachutes deploy with Autobot symbols on the top, which slow his fall.]
Optimus Prime: Autobots, I'm in pursuit.
[Once close enough to the ground, Optimus severs his parachute’s with his energon blade and transforms into vehicle mode as he moves to intercept Demolisher]
[Optimus transforms into robot mode and jumps on Demolisher as he destroys an overpass; as Optimus manages to get on top of his head.]
Optimus Prime: Pull over!
[Demolishor Refuses forcing Optimus to shoot his head all up]
Demolisher: Oh!
[Demolisher loses balance, verging off the bridge, and crashes, landing under an overpass]
[Optimus and Ironhide approach a now crippled Demolisher.]
Ironhide: Punk ass Decepticon!
Optimus Prime: Any last words?
Demolishor: This is not your pla-anet to rule. The Fallen shall rise again.
Epps: That doesn't sound good.
Optimus Prime: Not today. [blasts Demolisher in the head]
Sam Witwicky: Bee, I want to talk to you about the college thing, okay?
Bumblebee: [does a dance] "I'm so excited, / And I just can't hide it..."
Sam Witwicky: Hey! I'm not taking you with me!
[Bumblebee is downcast]
Mikaela Banes: I'm gonna wait outside... [goes outside and starts to strip revealing a white dress]
Sam Witwicky: Bumblebee, just hear me out okay? You know, freshmen aren't allowed to have cars, that's all it is. It is best for both of us. I know it doesn't sound like it but... you're an Autobot, you shouldn't be living in my dad's garage. I mean you're suffocating in here. Hey will you look at me please? Hey, come on big guy... [gives Bumblebee a hug] Look, the guardian thing is done, okay? You did your job. It's over with. You've gotta be something else, you've got have a bigger purpose then just me, Bee! I can't be the end all deal in your life! I wanna be normal, I want to go to college. Everybody has this, and I should be able to experience this. And I can't do that with you.
[Bumblebee bursts into tears; literally, with his windscreen cleaners malfunctioning]
Sam Witwicky: Come on... it's not the last time I'm gonna see you, you know? Come on, don't do that... Bee, you're killing me...
Bumblebee: [angrily gesticulates to Sam to go away]
Sam Witwicky: You'll always be my first car man. I love you. [leaves the garage]
Major Lennox: We have intel that I believe warrants an immediate debrief with your permission. I can’t let you see him, but I would like you to hear from the leader of the Autobot’s.
General Morshower: Proceed.
[Optimus Transforms into robot mode leaving Director Galloway in awe]
Sergeant Epps: [To Director Galloway] Got to wonder: God made us in his image. Who made him?
Optimus Prime: General, our alliance has countermanded six Decepticon incursions this year, each on a different continent. They’re clearly searching around the world for something, but last night’s encounter came with a warning.
Demolisher: [From unknown pre-recorded source] The Fallen shall rise again.
General Morshower: The Fallen meaning what?
Optimus Prime: Origin unknown. The only recorded history of our race was contained within the allspark lost with its destruction.
Director Galloway: Excuse me with this so-called 'all-spark' now destroyed, why hasn’t the enemy left the planet like you thought they would?
Major Lennox: [To General Morshower] Director Galloway, our national security advisor; the President just appointed him liaison.
General Morshower: Well I guess I didn’t get that memo.
Director Galloway: Forgive the interruption, general. After all the damage in Shanghai, the President is hard-pressed to say the job is getting done. [To Optimus] Now under the classified Alien Autobot cooperation Act you agreed to share your intel with us but not your advancements in weaponry.
Optimus Prime: We’ve witnessed your human compacidy for war; it would absolutely bring more harm than good.
Director Galloway: But who are you to judge what's best for us?
Major Lennox: With all due respect, we have been fighting side by side in the field for two years.
Sergeant Epps: We’ve shed blood, sweat, and precious metal together.
Director Galloway: Solider, you’re paid to shoot, not talk.
Sergeant Epps: Don’t tempt me.
Optimus Prime: Easy.
Director Galloway: [To Optimus] The newest members of your team. I understand they arrived here after you sent a message into space, an open invitation to come to Earth vetted by no one at the White House.
General Morshower: Let me stop you right there, Mr. Galloway. It was vetted right here, and in my experience, the judgment of both Major Lennox and his team has always been above reproach.
Director Galloway: Well be that as it may, General, it is the position of the president that when our national security is at stake, no one is above reproach. Now, what do we know so far? We know that the enemy leader, classified NBE One, aka Megatron , is rusting in peace at the bottom of the Laurentian Abyss, surrounded by SOSUS detection nets and a full-time submarine surveillance. We also know that the only known remaining piece of your alien AllSpark is locked in an electromagnetic vault here on one of the most secure naval bases in the world. And since no-one can seem to tell me what the Decepticon enemy is now after, well, there's only one clear conclusion: you. The Autobots. They're here to hunt you. What's there to hunt for on Earth besides that? "The Fallen shall rise again?" Sounds to me like something's coming. So, let me ask, if we ultimately conclude that our national security is best served by denying you further asylum on our planet, will you leave peacefully?
Optimus Prime: Freedom is your right. If you make that request, we will honor it. But, before your President decides, please ask him this. What if we leave… and you’re wrong?
Major Lennox: That’s a good question.
Megatron: Starscream, I'm home.
Starscream: [visibly nervous] Lord Megatron, I was so relieved to hear of your resurrection.
Megatron: [coolly infuriated] You left me to die on that pathetic insect planet!
Starscream: O-Only to help spawn our new army. The Fallen decries it. After all in your absence, someone had to take command.
Megatron: [angrily slams Starscream against the wall and strangles him] So disappointing.
Starscream: [choking] Hatchlings, hatchlings! Careful, fragile.
Megatron: It seems you've forgotten yourself while I was away, so allow me to reiterate that which you should already know. Whether in death, imprisonment, or exile, there is no command but mine. [scene cuts to Megatron meeting the Fallen] My master, I regret to inform you that I failed you on Earth. The AllSpark is destroyed and without it, our race will surely perish.
The Fallen: Oh, you have much to learn, my disciple. The Cube was merely a vessel. Its power, its knowledge can never be destroyed. It can only...transform.
Megatron: How is that possible...?
The Fallen: It has been absorbed by the human child. The key to saving our race now lies within his mind.
Megatron: Well, then, let me strip the very flesh from his body.
The Fallen: And you will, my apprentice, in time. For a millenia I have dreamt of my return to that wretched planet, where I too was once betrayed by the Primes I called my brothers. Only a Prime can defeat me and now only one remains.
Megatron: Optimus, he protects the boy.
The Fallen: Then the boy will lead us to him and revenge will be ours.
Megatron: Yes.
Starscream: The boy will not escape us. We have him in our sights. But without more Energon the hatchlings will keep dying.
[Megaton fires some stray shots at Prime in his tank form, then switches to robot mode and lunges at Optimus, who is still in vehicle mode, to tear him apart. However, Optimus switches to robot mode at the last second before Megatron tackles him, sending both of them tumbling.]
[Sam fleas from the fight]
Optimus Prime: [heard from off screen] HIDE, sam!
[Optimus successfully halts his fall by landing on his feet and capitalizes on Megatron's instability, delivering a right hook to Megatron’s face. Optimus then back’s up slightly, poised to deliver a knee strike to Megatron's face. However, Megatron counters by tackling Optimus, sending him crashing to the ground, while Sam observes the confrontation from behind a tree.]
Optimus Prime: [Uproots a tree] Weak! [Hit’s Megatron with the tree and follows up by delivering a powerful strike to the center of Megatron's back.] PUNY!
[Megatron attempts to strike Optimus with a fierce slash, but Optimus evades the attack and counters with a formidable right hook, knocking Megatron to the ground.]
Optimus Prime: Waste of metal.
[Megatron manages regain his stance, only to be pierced in the left shoulder by Optimus' energon blade]
Optimus Prime: Junkyard crap! [Elbow’s Megaton to the face and throws him]
Megatron: [heard from off screen] Decepticons!
[Grindor and Starscream came crashing through the trees to Megatron's aid.]
Starscream: [transforms into robot mode and uproots two trees before throwing them aside.] Come here, boy.
[Starscream and Megatron initiate their pursuit of Sam, who is attempting to escape. Megatron, however, is tackled to the ground by Optimus, seizing his left leg Optimus then delivers a sharp elbow to Megatron's knee joint and knees him in the side of the face, causing him to fall. As Starscream charges at Optimus, the latter reacts with remarkable speed, landing two punches to Starscream's face before delivering a kick that sends Megatron backward. Optimus then lifts Starscream upside down, firing his machine gun, and follows up by kicking him in the jaw, resulting in Starscream tumbling away.]
Megatron: [Heard from off screen] There is another source of Energon hidden on this planet. The boy could lead us to it.
[The trio of Decepticons encircles Prime in a menacing manner. Grindor seizes Optimus Prime by the head, attacking his midsection with a wrist-mounted router blade. In response, Optimus retaliates by elbowing Grindor in the face, forcing him back. Starscream then strikes Optimus Prime twice with his blades and follows up with a blow from his mace. Subsequently, Megatron captures Optimus Prime and forcefully slams him to the ground, delivering a kick to his head.]
Optimus Prime: Ugh….
Sam Witwicky: Optimus!!!
[Starscream fires his machine gun at Optimus, while Megatron strikes him down with a powerful blast from his cannon. The force of the attack propels Optimus through the air, causing him to roll on the ground towards Sam, where he ejects a fragment.]
Megatron: Is the future of our race not worth a single human life?
Sam Witwicky: Up! Get up!!
[Optimus get’s up kneeling on one knee]
Optimus Prime: [To Megatron] You'll never stop at one... [Deploys his twin Energon blades] I'll take you all on!
[He engages all three Decepticons in combat; Optimus thrusts his blade into Starscream's right shoulder and flings him towards Megatron. Megatron evades the attack, resulting in Starscream tumbling to the ground. Subsequently, Optimus severs Grindor's arm, which flies harmlessly across the battlefield, striking Megatron's arm and disrupting his aim, causing a misfire into the forest before he can target Optimus. Optimus then slashes Grindor's left bicep and strikes Starscream, before leaping to seize Starscream's left arm, inadvertently prompting Starscream to shoot Grindor twice. Optimus performs a flip over Starscream, sending him reeling backward. Grindor attempts to shoot Optimus three times but fails to hit. Megatron charges at Optimus, who retaliates with a blow to Megatron, while Starscream also rushes at Optimus. In response, Optimus delivers a headbutt to Starscream, then stabs Megatron in the left knee, seemingly dislocating it, followed by a stab to Megatron's left shoulder, forcing him to the ground. He twists his energon blade, tearing a portion of Megatron's left shoulder away. As Megatron looks at Optimus, he is struck by a right hook, causing him to expel Energon, and then Optimus follows up with an uppercut that sends Megatron flying backward. Finally, Optimus tears off Starscream's arm and uses it to strike him. Following this, he leaps onto Grindor, violently dismembering Grindor's head with his Energon hooks.]
Grindor: No, not me! [screaming] Noooooo!!!
[Finally, Optimus dismounts, pulling the lifeless body of Grindor to the ground.]
Optimus Prime: Piece of tin.
Optimus Prime : Sam? Where are you?
Megatron: [Runs Optimus Prime through with his blade] You are so WEAK! [blasts him through the wound]
[Scene cuts to the Nemesis]
The Fallen: [As he rises from his throne] Yes… the last Prime is dead.
[back on Earth, a shocked Sam watches Optimus collapse]
Optimus Prime : Sam... run! [Optimus dies as other Autobot’s arrive]
Ironhide: Autobot’s attack!
[Sam runs over to Bumblebee who is in vehicle mode carrying Leo and Mikaela]
Ratchet: Bumblebee get them out of here!
[After killing Optimus, Starscream and Megatron meet on top of a building; Starscream is holding his severed arm]
Megatron: That went well.
Starscream: We’ve...lost the boy, Master. The Autobots must be shielding their signals.
Megatron: [Frustrated] I can't even rely on you...
Starscream: Sorry, no!
Megatron: [Grabs and slams Starscream onto the building] ...to swat a simple insect! [Kicks Starscream and edges him over to the side of the building]
Starscream: One insect among seven billion--!
Megatron: Shut up!
Starscream: He could be anywhere.
Megatron: Then we will force them to find them for us! It’s time for the world to know of our presence. No more disguises... no mercy! The time has come for my master’s arrival.
Soundwave: [in space] Decepticons, mobilize. It is time.
[Wheelie leads the group to an SR-71 Blackbird jet]
Wheelie: Oh, there he is... This guy's a legend, like the Chairman of the Board! Yo, freshman, point the shard and watch the magic happen.
[Sam sticks the Allspark shard into the jet. Mikaela makes a closer examination of the plane, and discovers a symbol...]
Mikaela Banes: Oh, shit... It's a Deception!
Agent Simmons: Decepticon? Behind the MiG NOW!
[Sam, Mikaela, Leo and Simmons scramble away as the Blackbird transforms]
Jetfire: What sort of hideous mausoleum is this? [spots the humans] Answer me, pawns and knaves! Show yourselves, or suffer my infinite wrath!
[Cautiously, the humans approach the robot]
Jetfire: You little spinal-cord-based organisms...! [bangs his head on a model of a satellite, which drops and just misses Sam] Oh, bugger it! [stands upright] Behold, the eternal glory of Jetfire! Prepare for remote systems override!
Wheelie: I tell you, this guy did NOT age well!
Jetfire: I command these doors to open! [aims his blaster at a door] Fire!... I said, FIRE! [the blaster malfunctions and misfires] Oh, bollocks! Damn these worthless parts... [smashes his way out of the museum]
Sam Witwicky: Wait a second.
Jetfire: [hobbling around] Itchy, wretched rust in my arse! [scratches himself] Now what was I doing? Right I am on a mission! [Smashes the left tailroader off an old decommissioned plane before turning around and knocking the right tailroader off the plane behind him with his front landing gear, which he is using as a cane, both by accident.]
[The humans catch up to Jetfire]
Sam Witwicky: woah, woah, woah, wait, jetfire!
Jetfire: What do ya want?
Sam Witwicky: Look, we just want to talk!
Jetfire: I have no time to talk. I'm on a mission. I'm a mercenary doom-bringer. What planet am I on?
Sam Witwicky: Earth.
Jetfire: "Earth?" Terrible name for a planet. Might as well call it "Dirt". "Planet Dirt." Tell me, is that bloody civil war still going on?
Sam Witwicky: Yeah.
Jetfire: Who's winning?
Sam Witwicky: The Decepticons.
Jetfire: Bah! Well, I changed sides to the Autobots.
Sam Witwicky: What do you mean changed sides? You can do that?
Jetfire: It's a choice. It's an intensely personal decision. So much negativity and wanton slaughter... who wants to live a life full of hate?
Wheelie: What, so ya mean ya don't haveta work for them miserable friggin' Decepticons?
Jetfire: Pah, if the Decepticons had their way, they'd waylay the entire cosmos.
[As the Constructicons surround them]
Simmons: You ever see that film Gunfight at the O.K. Corral? With Burt Lancaster and Kirk Douglas?
Leo: No, why?
Simmons: Looks like we’re right in the middle of it.
Leo: Is that good?
Simmons: A lot of people died.
Sam Witwicky: You’ve got to get in the car and get to safety.
Ron Witwicky: No, this isn’t up for discussion! You’re my son! You’re my son!
Sam Witwicky: I know. Dad-
Ron Witwicky: We all go together!
Sam Witwicky: Listen-
Ron Witwicky: We’re all going together!
Sam Witwicky: Dad, stop, okay? Get in the car. He’s gonna get you to safety. You know, you run. You don’t stop, you don’t hide, you run. You hear what I’m saying, okay? I’ll find you when you’re safe.
Ron Witwicky: No.
Sam Witwicky: You’ve got to let me go, Dad. You have to let me go. You have to.
Judy Witwicky: Ron. Ron. Ron, let him go.
Ron Witwicky: You come back! You understand? You come back to us! Come on.
Judy Witwicky: Ron! Mikaela! Mikaela!
Sam Witwicky: Go with my parents, I'm not gonna let you die with me.
Mikaela: No, I’m not gonna go without you. We see this through together.
Sergeant Epps: I hope those F-16s have good aim.
Major Lennox: Why?
Sergeant Epps: I told them to hit the orange smoke.
[Lennox looks over to a smoke canister that is pouring orange smoke into the sky almost directly next to them]
Major Lennox: That smoke?
Sergeant Epps: It wasn't one of my best tosses, okay?
Major Lennox: Alright...
Both: [to Sam and Mikaela, who are crouching next to them] RUN!
[After the Fallen is killed…]
Megatron: No... No...
Starstream: Not to call you a coward, Master, but sometimes cowards do survive. [Flies away]
Megatron: This isn’t over. [Follows Starscream]
Mikaela: It took all this for you to tell me that you love me.
Sam Witwicky: You said it first.
Optimus: Thank you, Sam, for saving my life.
Sam Witwicky: You're welcome. And thank you, Prime, for believing in me.

## Quotes about Transformers: Revenge of the Fallen

* The dialog of the Autobots®, Decepticons® and Otherbots® is meaningless word flap.
** Roger Ebert, "Transformers: Revenge of the Fallen", Chicago Sun-Times, 23 June 2009
* On every level this movie is as bankrupt as GM. [...] Transformers: The Revenge of The Fallen is beyond bad, it carves out its own category of godawfulness.
** Peter Travers, "Transformers: Revenge of the Fallen", Rolling Stone, 24 June 2009
* This is blockbuster porn absent even the suggestion of care or concern for anything that might resemble "a point," save the obvious one to move more Hasbro action figures and animated-series DVD boxed sets.
** Robert Wilonsky, "Michael Bay Can't Live Up to Michael Bay in Transformers Part 2", The Village Voice, 23 June 2009

## Cast

* Shia LaBeouf - Sam Witwicky
* Megan Fox - Mikaela Banes
* Josh Duhamel - Major William Lennox
* Tyrese Gibson - USAF Chief Master Sergeant Robert Epps
* Kevin Dunn - Ron Witwicky
* Julie White - Judy Witwicky
* John Turturro - Seymour "Reggie" Simmons
* Ramón Rodriguez - Leo Spitz
* Isabel Lucas - Alice
* John Benjamin Hickey - National Security Advisor Theodore Galloway
* Glenn Morshower - General Morshower
* Matthew Marsden - SASF Agent Graham

### Voices

* Peter Cullen - Optimus Prime
* Frank Welker - Megatron
* Tony Todd - The Fallen
* Mark Ryan - Jetfire
* Hugo Weaving - Soundwave, Devastator, Reed Manw:Grindor
* Charlie Adler - Starscream
* Reno Wilson - Mudflap
* Tom Kenny - Skids, Wheelie
* Jess Harnell - Ironhide
* Robert Foxworth - Ratchet
* Calvin Wimmer - Demolishor
* Grey DeLisle - Arcee, Flareup,
* André Sogliuzzo - Sideswipe
* John Di Crosta - The Doctor

## See also

* Transformers

## External links

* Transformers: Revenge of the Fallen (2009) quotes at the Internet Movie Database
* Transformers: Revenge of the Fallen at Rotten Tomatoes