Transformers: Revenge Of The Fallen (2013 Remake)

## Plot

In the modern day of Shanghai, China, the NEST forces engage Brawl, who comments on the annoying tenacity of the human race. Meanwhile, Dead End tries to make good his escape elsewhere in the city, with Mudflap and Skids hot in pursuit. Unfortunately, their combined ice cream truck form proves too ungainly to handle the turns, leaving the three motorcycles that make up Elita-1, Arcee and Chromia to continue the chase. The Arcee Sisters are advised to make certain Dead End does not breach the quarantine perimeter, to prevent public knowledge of the incident.

Ironhide and Optimus Prime finally manage to take down Brawl, while the timely arrival of Swerve aids in neutralizing Dead End. As Prime stands over the wrecked form of the Constructicon he felled, Brawl delivers a warning: their days on this planet are numbered as The Fallen will soon claim it!

Back on Sodor, Sam Witwicky has Congraturated from Ever After High, Later He, Mikaela and Bumblebee all Go the Hills, Sam Remarks how He Feels Like a nobody, But Mikaela says He Matters To Her (Homaging Carly's Line from Dark of the Moon) and Sam says He Wants to Be There when the next battle happens and He is not Scared like he Used to, Mikaela Says She will go whereverhe goes and She is not Scared either with Bumblebee saying He will go wherever they go when there is a battle and Sam Says That Bumblebee has got to Respect His and Mikaela's Personal Space.

Back at NEST, the Autobots are met by a representative of the U.S. government, on orders from the president. Director Galloway and Admiral Morshower's briefing for them is classified, even from other NEST operatives, but in low orbit the Decepticon Soundwave parasitizes a communications satellite to listen in. Optimus Prime tells the Admiral that the Decepticons have most definitely *not* abandoned Earth, and relays the cryptic warning he received in Shanghai. Galloway is concerned that the Autobots are keeping secrets, as they have kept weapons technology from their allies and have been sending unauthorized transmissions into space. He asks if the Autobots will leave should the president decide to ask them to. Prime reluctantly answers that they will. He however asks Galloway and by extension the president to consider what will happen if the Autobots leave and the threat still remains.

Moving into his dorm on campus, Sam meets Leo Spitz, his conspiracy theorist roommate. Leo manages a website dedicated to sightings of Cybertronians, and one of his contributors is uploading footage of the Shanghai incident. As Sam watches, he is approached by the extremely enthusiastic Alice, his neighbor.

Meanwhile off the shore of Diego Garcia, Ravage arrives via orbital insertion. Transforming to robot mode, he infiltrates the NEST installation and seeds its ventilation system with microcons. This swarm forms the crude outline of a body, and manages to pilfer the AllSpark shard being held at the base.

Apparently wasting no time, Sam attends a party at the Delta Fraternity that night. Though amply distracted by Alice's ample mammalian traits, he insists he ought to call Mikaela. Alice has other ideas, and suggests he just pretend that *she* is his girlfriend. Sam offers half-hearted protest, and is thankfully saved from embarrassing himself by the arrival of Bumblebee. Bumblebee urges him to get in, and he takes the welcome reprieve as he is driven off to speak with Optimus Prime. Prime reveals to Sam that the shard of the AllSpark has been stolen from the NEST base, and that the Autobots are under fire from human authorities. He asks Sam to speak on the Autobots' behalf, to help the humans understand. Sam says he's got enough on his plate, and thus can't help the Autobots right now.

Beneath the ocean, deep in the Laurentian Abyss, Ravage meets up with a tiny Decepticon. Surrendering up the shard, Ravage watches as his compatriot uses it to revive the inert form of Megatron. Optics blazing, Megatron rises from the ocean and vows retribution upon the Earth!

At the final resting place of the *Nemesis*, Starscream is surprised by the arrival of his deceased commander, Megatron. After berating Starscream for old times' sake, Megatron approaches the sarcophagus of The Fallen. He announces with some regret that he has failed his master. The Fallen disagrees, asserting that things can still be salvaged if Megatron locates the harvester, and that the AllSpark can guide him there. Megatron states that unfortunately the AllSpark is destroyed, but is rebuffed by The Fallen, who states that an object of such power can never truly be destroyed, only changed. He tells Megatron to seek out the human who killed him, who is now the vessel for the AllSpark.

Said human, Sam Witwicky, is at that moment in his Astronomy 101 class. In a daze, he doodles Cyberglyphics in his notes while barely acknowledging the presence of Professor Colan. Leo Spitz urges him to pay attention and open his textbook, so he won't get in trouble. He does, and manages to digest its contents merely by rapidly flipping the pages. Slamming it shut, he announces to the professor a shocking thing: Albert Einstein was wrong! After the professor corrects him on the pronunciation of his name, he is invited up to the chalkboard to explain the nonsense he had just exclaimed. Sam covers the chalkboard in Cyberglyphics, babbling about the expeditions of Cybertronian explorers, claiming that Einstein's theory of relativity is only a valid observation of *this* dimension, not the other seventeen. This proves quite amusing to most of the class, but Alice in particular watches with rapt interest. The professor tells Sam to kindly get out of his class.

Immediately afterward, Mikaela receives a belated call on her cell phone. She begins castigating Sam for not calling the night before but he interrupts, asking if he remembers what he told her about Archibald Witwicky. After being exposed to Megatron's tracking program, Sam's grandfather had started seeing strange symbols, which he had drawn endlessly during his time in the asylum. Sam asserts that these are the same symbols he now has been seeing ever since he touched the AllSpark fragment. He asks Mikaela if it is still safe, which she reassures him is true. As they talk, a child's toy truck rolls into the garage where Mikaela works, transforming into a diminutive Decepticon. He approaches the safe where the fragment is stored only to be foiled by a mouse trap, causing him to cry out in pain and knock over a pile of paint cans. Mikaela hears the ruckus and corners the little Transformer, threatening him with a welding torch. Sam asks what the commotion is, and Mikaela tells him to stay put as she's coming over.

At the NEST base in Diego Garcia, the klaxons sound. Numerous Decepticon contacts have been spotted in the Eastern United States, and the Autobots are being mobilized.

Back at his dorm room, Sam is cornered by Alice, who has noticed that even the walls have now been covered in the Cyberglyphic drawings Sam has been making. She tells Sam that the solution is obvious: they must have sex immediately.

In the next room over, a dejected Leo is on the couch with his enterprising buddies, Sharkatron3000 and The Fassinator. He complains that Alice kicked him out and called him a pervert because he'd asked if he could watch her make out with Sam. Sharkatron3000 interrupts, telling The Fassinator to rewind the video they're watching. Once this has been done, he points out Alice's uncanny resemblance to the animatronic girl from a commercial regarding an *Alice in Wonderland* tour.

Back in the dorm room, Sam quickly discovers that Alice is much stronger than she looks. She forces herself on him, which manages to distract him from the large robotic torture tools emerging from the back of her head. The timely arrival of Mikaela alerts Sam, but Alice wraps mechanical tentacles around his neck. Alice's inhuman nature revealed, Mikaela clobbers the Decepticon spy with the metal case she'd stored the AllSpark fragment in. Leo arrives to tell Sam there's something funny about Alice, just in time to see the Decepticon's true face and have to dodge a hail of razor-sharp projectiles. All three humans flee, Leo expressing surprise that alien robots are actually real. He asks why Alice looks like her animatronic doppelganger, and Mikaela and Sam explain that Transformers can mimic *any* machine. Leo bemoans that obviously this is all due to his work on *The Real Effing Deal*, and that he's being silenced for getting too close to the truth. Mikaela is about to give Leo a piece of her mind when Alice bursts in and nearly fries them all with a blast of plasma energy. The three escape through the gaping hole in the wall. Mikaela hotwires a car, causing Leo to comment that she is *obviously* a keeper. They grab the box with the fragment and speed off, only to be captured by the looming form of Grindor.

Sam is brought to an abandoned industrial plant, where he is put on an examining table in the presence of Megatron and Starscream. The tiny Decepticon that revived Megatron is perched on Sam's head, wielding a bonesaw to cut open Sam's very valuable head. Sam begs them to let his friends go, but his pleas fall on deaf ears. Thankfully, the Autobots managed to track Sam down, and Optimus Prime's sharpshooting picks off the miniature malefactor without harming Sam. Bumblebee rescues Mikaela and Leo, while Prime prepares to face off against Megatron. Megatron asks Prime why he would risk so much for a human child, to which Prime retorts that Megatron has no concept of friendship. Megatron replies that there is a great deal at stake here, a source of energon hidden on the planet by The Fallen, which Sam can lead them to. This being the second time that Prime has heard the name, he asks Megatron who The Fallen *is*. Megatron scoffs, as Prime is unworthy. The Fallen is their past, and their future!

The Autobots speed towards the battle, concerned because Prime is outnumbered due to Starscream and Grindor joining it. Prime tells Sam to flee so that he can fight Megatron unencumbered. He is expendable, but Sam is vital to the plans of both sides of the battle. Taking the opportunity presented, Megatron outflanks Prime and impales him through the chest. Prime again tells Sam to flee before going offline. Megatron is unable to give chase, as the remaining Autobots have arrived and their gunfire drives him off.

Expressing frustration at the loss of his strategic asset, Megatron takes to the skies and rendezvous with Soundwave. Using the Decepticon's parasitized communications satellite, he announces to the people of Earth an ultimatum: give him Sam Witwicky or the planet will burn!

In Paris, Sam's parents are watching the broadcast in a cafe when a robotic fist smashes through the window. They are taken away.

In Trenton, New Jersey Sam is a fugitive. NEST is being disbanded, the Autobots disavowed by the government, and as Leo points out, every human in the world is looking for him. Sam theorizes that his only hope is to figure out what the symbols in his mind actually mean. Neither Mudflap nor Skids can read the Cyberglyphics, but Leo says he knows someone who can.

In Brooklyn, Leo explains that he doesn't like doing this. He is taking them to see his rival, the webmaster known as "Robo-Warrior", who claims to be an expert on such things. Sam soon discovers that "Robo-Warrior" is none other than the former Sector Seven agent, Seymour Simmons! Now running a sandwich shop, Simmons takes them to his basement where it is shown that he has a *sizable* cache of Sector Seven documents and artifacts, including the severed head of Frenzy. He shows them photographs of Cyberglyphics exactly like those Sam has been drawing. These, he says, show that the Transformers have been on Earth *far* longer than most previously suspected!

Under threat of physical harm, Wheelie reveals to Mikaela Banes that he recognizes the Cyberglyphics but does not know how to read them. He went on to say that Seekers would be able to read them, then leads them to the Smithsonian Institute where one can be found. While Sam Witwicky, Mikaela, Leo Spitz, and Seymour Simmons search the museum, the AllSpark fragment Sam was carrying jumps from his hand and attaches itself to a SR-71 Blackbird on display. This rouses the Seeker from his slumber. He reveals his name to be Jetfire but does not remember what planet he is on or what he is doing there. He states his dislike of Decepticons and says that he had defected to the Autobots some time ago.

Jetfire displays no interest in dealing with the humans until Sam mentions The Fallen. This seems to jog his memory and he becomes suddenly serious and insists that Sam tell him what he knows. Sam then reveals the Cyberglyphics that have been racing through his head. When he hears enough, Jetfire transports himself, the four humans, Bumblebee, Skids, and Mudflap to Egypt via trans-dimensional space bridge. The humans don't know why Jetfire needed to go to Egypt so they ask him to explain. Jetfire then holo-projects some of the relevant historical footage to explain.

*The AllSpark created the Dynasty of Primes for the protection of Cybertron. The Matrix of Leadership was also created as a key to the harvesters and entrusted to the Primes. The Primes were not to harvest the power of a sun from a star system with life. The Fallen defied that rule and destroyed all but one of his fellow Primes. The last of the twelve created a tomb from the chassis of his deactivated brothers. He sealed himself and the Matrix inside using the last of his own life essence. The tomb is hidden somewhere in Egypt.*
Jetfire also reveals that only a Prime can stand against The Fallen. While the wars on Cybertron destroyed the Prime Dynasty, one orphan was left with no knowledge of his history. Optimus Prime.

In New Jersey, Director Galloway informs William Lennox and Ray Epps that, by order of the President, the Autobots have to stand down and return to Diego Garcia.

Back in Cairo, Egypt, the humans ride in Bumblebee trying to figure out the clues to the location of the Prime crypt that were obtained when Jetfire translated the Cyberglyphics. Local authorities spot Sam and try to detain him. Bumblebee and the Twins lose the police, but not before Soundwave is able to pinpoint Sam's location from intercepted communications.

Sam decided he needs to get a message to Lennox and Epps, but knows that calling them directly would give himself away, so he comes up with a plan to deliver the message indirectly. He gives the message to William Lennox's wife Sarah who then tells Ray Epps's wife Monique who then calls her husband on an insecure line. While she makes the call appear to be about ordinary husband and wife chit-chat, Monique is able to get the true message through. Sam wants them to deliver Optimus Prime to Egypt.

The clues from the Cyberglyphs lead Sam and the others to an ancient tomb of human origin. This appears to be a dead-end until the Twins get into an argument that becomes physical. Mudflap shoves Skids into a wall which crumbles, revealing the tomb of the Primes. They find the remains of the Matrix of Leadership. After thousands of years, the Cybertronian artifact turns to dust, which Sam collects in his sock.

Lennox, Epps, Galloway and the Autobots arrive in C-17s. The pilot feigns engine trouble as an excuse to jettison the cargo over Galloway's objections. The Autobots and humans aboard parachute out of the plane. Sam and company are then attacked by Megatron and Starscream while at least 11 cometary Decepticons rain down into the action. Human communications are disrupted by an EMP burst from the Decepticons while Soundwave alters satellite imagery so that the United States military will not see anything out of the ordinary happening in Egypt.

While Simmons, Bumblebee, and the Twins draw the Decepticons' fire, Sam and Mikaela try to get to Optimus Prime in hopes that the Matrix of Leadership dust could still revive him. Starscream is in pursuit of Sam and Mikaela when The Fallen appears atop a pyramid (via Space Bridge).

The Fallen orders Megatron to find Sam Witwicky and bring him the Matrix of Leadership. Megatron agrees.

Seymour Simmons and Leo Spitz decide to stay in their place of relative safety with Skids and Mudflap but to keep their eye out for an opportunity to help. The Twins then agree they were totally and majorly screwed.

Sam and Mikaela Banes are still running from Starscream when they are found by Rampage who is holding Sam's parents hostage.

William Lennox and Ray Epps wonder why the United States military is not sending help, figuring they could see the conflict from satellites. However, satellite images continue to be disrupted by Soundwave.

Some Constructicons form Devastator.

Sam is about to trade the sock full of Matrix dust to Rampage in exchange for his parents when Bumblebee shows up and defeats Rampage with his bare hands. Bumblebee drives Ron Witwicky and Judy Witwicky to safety just before Megatron opens fire on Sam and Mikaela, missing.

The Fallen downs a couple of American helicopters by telekinesis. One helicopter is completely destroyed but the other is able to make a crash landing. Simmons borrows its radio. While Devastator begins demolishing a pyramid, exposing a harvester, Simmons reaches a nearby US Naval destroyer on the radio. Simmons tells the captain to prepare his prototype rail gun and be ready to fire when he gives him the coordinates. The captain briefly argues about security clearance but Simmon's persuasive personality convinces him.

An unmanned aerial vehicle is finally able to get images back to the US military and they send a tank battalion led by General Salam into the fray. Sam and Mikaela are pinned down by Megatron near Lennox's position when the tanks arrive. Lennox orderes the tanks to give covering fire and Sam and Mikaela are reunited with Lennox. Long Haul then arrives barreling down on their position. Before he can run all the humans over, Jetfire swoops down and destroys Long Haul with one shot. US planes are entering the area on a bombing run, so Lennox and Mikaela run to safety. Sam instead runs to Optimus Prime. Scorponok appears out of the sand and stabs Jetfire through the chest. Sam arrives at Optimus Prime's body when an explosion from Megatron knocks him unconscious.

Sam's heart stops, and he has a vision of the Dynasty of Primes, who tell Sam that he has proven his leadership ability and give him stewardship of the Matrix. Sam is resuscitated by a medic. He pours the Matrix out of his sock and it reforms itself into a solid artifact. Sam jabs the Matrix into Optimus Prime's spark, reanimating him. Having apparently gained knowledge through the Matrix, Prime wakes up wanting to know where he can find The Fallen.

The Fallen teleports to where Sam is, steals the Matrix through telekinesis, shoves a couple of Autobots out of the way with a wave of his hand and teleports away. Optimus Prime declares he is still not in shape to face The Fallen, so a dying Jetfire offers his chassis for parts. Ratchet then performs a field refit of Optimus, installing Jetfire to him, forming a makeshift super mode.

Simmons makes his way under Devastator's feet and tells the destroyer captain to fire the rail gun directly above his position. This is a direct hit and Devastator is destroyed. Optimus Prime then goes on the offensive, and takes out the harvester. The Fallen is incensed that anyone would dare challenge him, as he is a Prime, but Optimus says that The Fallen renounced that name when he slaughtered his brothers, and that there can only be one Prime now. Megatron objects, calling Optimus a liar because The Fallen promised the power of the Primes to him. Optimus informs Megatron that he was deceived by The Fallen then chops off one of Megatron's arms and one of his legs.

The Fallen opens up a portal in preparation for a retreat, but takes too long in his farewell monologue because, at that moment, Optimus uses grappling hooks from off-panel to tangle him up. The Fallen begs Megatron for help, but Megatron instead uses the portal to escape to the *Nemesis*. Optimus then finishes off The Fallen by driving a spike through his head.

Later, the humans and Autobots are on the U.S.S. Roosevelt celebrating their victory. Sam says the symbols in his head are gone, and Optimus tells him that the knowledge had passed to him, and they are all that are left of Cybertronian heritage. Optimus is grateful to Sam for keeping the information safe. Sam asks about the future and Optimus gives a speech about facing it together, With Optimus and Elita-1 saying they Love Each and Kissing.

After the Credits Megatron is then back on the *Nemesis* with all of his limbs. He is busy raising a new army from stasis pods located there.

## TV Series Reference

As this movie begins, NEST are just finishing up the decommissioning of the Underground base near Ever After High, following its devastation in Season 3, explaining why it didn't appear in the film. A Cemetery for all the Autobots who died in that series is also shown.