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 Transformers toy line 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 and poorly shot action sequences, abrupt ending, Optimus Prime's drastically decreased screen time compared to the previous film, and the characters of Skids and Mudflap for being offensive black stereotypes. 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, Age of Extinction in 2014, and The Last Knight in 2017.