Claim: Megan Fox worked with actors.

Transformers : Revenge of the Fallen is a 2009 American science fiction action film directed by Michael Bay and executive produced by Steven Spielberg , based on the toy line of the same name created by Hasbro . It is the sequel to 2007 's Transformers , as well as the second installment in the live-action Transformers film series . Taking place two years after its predecessor , the plot revolves around Sam Witwicky , who is caught in the war between two factions of alien robots , the Autobots , led by Optimus Prime and the Decepticons , led by Megatron . Sam is having strange visions of Cybertronian symbols , and being hunted by the Decepticons under the orders of an ancient Decepticon named The Fallen , who seeks to get revenge on Earth by finding and activating a machine that would provide the Decepticons with an energon source , destroying the sun and all life on Earth in the process . Returning Transformers include Optimus Prime , Bumblebee , Ironhide , Ratchet , Megatron , Starscream , and Scorponok .   With deadlines jeopardized by possible strikes by the Directors Guild of America and the Screen Actors Guild , Bay managed to finish the production on time with the help of previsualization and a scriptment by his writers Roberto Orci , Alex Kurtzman , and series newcomer Ehren Kruger . Shooting took place from May to November 2008 , with locations in Egypt , Jordan , Pennsylvania , New Jersey , and California , as well as air bases in New Mexico and Arizona . This was the last film in the series to star Megan Fox , and was also the last film in the series to be co-produced by DreamWorks Pictures , leaving Paramount Pictures to become the distributor of its future films .   Revenge of the Fallen premiered on June 8 , 2009 in Tokyo and was released on June 24 , 2009 in the United States . Metacritic said the film received `` generally unfavorable reviews '' ; criticism was directed at its bland story , melodramatic acting , romantic scenes , crude humor , overall length , repetitive action sequences , abrupt ending , and Optimus Prime 's drastically decreased screen time compared to the previous film . However , critics praised the visual effects , music , and the voice performances of Hugo Weaving , Charlie Adler and Tony Todd . The film won three Golden Raspberry Awards at the 30th Golden Raspberry Awards ceremony , and became the highest-grossing film to win the Worst Picture award . The film grossed a total of $ 402.1 million in the US and Canada and $ 434.2 million in other territories , for a total of $ 836.3 million worldwide . It was the second highest-grossing film of 2009 in the US and Canada , 23rd domestically , the 44th highest-grossing film of all time and fourth highest of the year worldwide . With over 11 million home media sales in 2009 , it was also the top-selling film of the year in the United States . It was followed by Dark of the Moon in 2011 , and by Age of Extinction in 2014 . A fifth film , titled The Last Knight , is scheduled for a 2017 release .