🎬Transformers: Revenge of the Fallen (2009)💥

“When Robots, Jockstraps, and Testicle Jokes Collide”
Or: How to spend $200 million and still make it feel like a fever dream.


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Let’s start by showing y’all the trailers, shall we? 🎥💣

This is the point in the franchise where everything hit the fan—and by “everything” I mean plot, continuity, tone, and my patience. Written during the 2007–2008 writers strike, this is less a movie and more a bloated collection of set pieces loosely connected by whatever dialogue they could improvise on set.

Also—John Turturro. Yeah, that John. The one from serious films like The Batman (2022). The same man Michael Bay decided we needed to see in jockstraps, bent over, full shot of his ass. That image is seared into my brain forever. No amount of therapy or bleach will remove it.

The Aging Effect (Or Why This Movie Rots in Storage)

Here’s the thing: some bad movies mellow out with age. You revisit them years later, and the rough edges feel almost charming. Revenge of the Fallen? Nope. The opposite happens. Every rewatch is like reopening old leftovers you thought might still be okay — and instead it’s just rancid stink filling the kitchen.

The plot gets dumber, the jokes get more unbearable, and the CGI mess of robots smashing together becomes even less watchable. This isn’t a fine wine aging gracefully; it’s a carton of milk you forgot in the back of the fridge. The longer it sits, the worse it curdles.

Skids & Mudflap: A Masterclass in What Not to Do

Let’s talk about those two robots. Skids and Mudflap. Yeah, the “comic relief” Michael Bay thought the movie needed — and what we actually got was some of the most offensive, tone-deaf caricatures ever shoved into a blockbuster. These two were walking stereotypes disguised as Autobots. Gold teeth? Check. Exaggerated “urban” slang? Check. Bragging about being illiterate in the middle of a fight? Double check.

And let’s not forget their grand introduction. Their very first words, while disguised as an ice cream truck, are:

> “Dingaling, come and get your ice cream!”



I wish I was joking. That’s how the movie introduces them — like bargain-bin minstrel show mascots. From there, they proceed to mug for the camera, bicker endlessly, and punch each other more than they punch Decepticons. Oh, and when they do fight, they’re too busy acting like buffoons to actually help.

It’s not just bad comedy, it’s racist comedy. It sets the tone for what kind of movie Bay was making here: loud, crass, and so tone-deaf it’s offensive. Instead of giving us Autobots with personality, Bay decided to lean into the most outdated caricatures imaginable. And every time they’re on screen, the movie grinds to a screeching halt so the audience can cringe in unison.

💡 Fun (and by fun, I mean tragic) Trivia:
Did you know that the walking, talking hate crimes known as Skids and Mudflap were actually voiced by… Tom Kenny? Yep, the same Tom Kenny who brought us SpongeBob SquarePants, the Ice King, and a thousand other delightful, family-friendly voices. Michael Bay took that guy and had him say lines as two Autobots who spoke in painfully offensive caricatures, right down to illiteracy jokes.

It’s not even “so bad it’s funny” — it’s just one of those what the hell were they thinking? moments. The controversy at the time was huge, with critics and fans slamming the characters for being blatantly racist stereotypes. And knowing SpongeBob’s voice actor was behind them somehow makes it feel even more cursed. Like, imagine SpongeBob rolling up in the ice cream truck yelling: “Ding-a-ling, come get your ice cream!” 🍦💀 Yeah… it’s that level of surreal.



Plot Rundown (Non-Spoilers)

So here’s the gist of Transformers: Revenge of the Fallen (2009).

Plot? What plot, there’s no plot here, just a bunch of nonsensical things combined together.

The Autobots are still working with the humans to mop up the remaining Decepticons from the first movie. Sam (Shia LaBeouf) is heading off to college, trying to live a normal life despite having literal alien tech whispering inside his brain. Meanwhile, the Decepticons are regrouping and cooking up a brand-new “master plan” to defeat Optimus Prime and reclaim dominance over Earth.

And what’s that plan, you ask? Well, brace yourself, because it’s pure Saturday-morning-cartoon logic with none of the charm:

The Decepticons want to build a massive sun-harvesting machine to drain the sun’s energy, which in the process would completely scorch Earth and kill every living thing on it. The endgame? They get unlimited power…to rule a smoldering wasteland. Yup. Nothing says “galactic empire” like a planet reduced to glass and ash. It’s the kind of plan where even Starscream should’ve raised a hand in the meeting and gone, “Uh, boss? Who exactly are we ruling over after this?”

So, the stakes are high (save the planet, save the sun, stop the dumbest real estate move in villain history), but the execution? Let’s just say the explosions were louder than the script was smart.

Design Disaster: From Iconic to Indistinguishable

You know what really hurts watching this sequel? The designs. Michael Bay took Autobots that were once colorful, distinct, and full of personality, and ran them through a blender made of scrap metal. Look at the side-by-side: in G1, these guys were clean, blocky, and instantly recognizable — you could tell who was who at a glance. In Bay’s version? They’re piles of jagged parts, loose wheels, and random wires dangling everywhere, like a junkyard decided to form a union.

The whole appeal of Transformers was that you could look at Optimus, Bumblebee, or Hot Rod and immediately say, “That’s him.” In Bayformers, it’s like playing “Where’s Waldo?” with CGI scrap heaps. It’s not cool, it’s confusing. Instead of vibrant silhouettes that pop off the screen, you get indistinguishable robot spaghetti.

So when the action starts, and all these gray, spiky messes start smashing into each other, you’re left squinting like, Wait…who just punched who? And that’s not exciting — that’s exhausting.


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Characters & Actors

Sam Witwicky (Shia LaBeouf) – Off to college but still somehow the center of every galactic conflict.
Mikaela Banes (Megan Fox) – Here mainly to be sexualized by Bay’s camera.
Simmons (John Turturro) – Former agent turned comic relief… if showing your ass counts as comedy.

Autobots:

Optimus Prime (Peter Cullen) the walking inspirational poster, also this film turned him into gang banger, in the first scene he appears in as he and a autobot is standing in front a injured Decepticon he says “Punk ass Decepticon! Any last words” what the?

Bumblebee still mute, and the rest mostly there for action shots.

Decepticons:

Megatron (revived),

Starscream still scheming,

“The Fallen” (voiced by Tony Todd) as the ancient Big Bad with a magic pyramid machine.


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The Lore So Far (a.k.a. The Convoluted Bay-verse Bible)

From Transformers (2007): Autobots came to Earth to stop Megatron from using the AllSpark. AllSpark is destroyed—game over.

From Revenge of the Fallen: Surprise! Transformers have been visiting Earth since ancient Egypt, hiding giant death machines in pyramids, and there’s an ancient order of Primes who guard a magic key called the Matrix of Leadership. None of which was even hinted at in the first movie. Continuity? Never heard of it.


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The McGuffin & Villain Motivation

The McGuffin: The Matrix of Leadership—revives dead Primes and powers sun-destroying machines.
The Fallen’s Motivation: Use the Matrix to fire up the Sun Harvester hidden in the pyramid, destroy Earth’s Sun, and harvest its energy.


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Pros

✅ The only good thing in this movie is the end credits song, New Divide by Linkin Park. Unfortunately, it plays after you’ve already been beaten down by 2.5 hours of noise.


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Cons

❌ Gratuitous sex jokes (dogs humping, tiny robot humping Megan Fox’s leg, Simmons in jockstraps—WHY?).
❌ A plot so incoherent you could rearrange scenes and no one would notice.
❌ Giant robot testicle joke—yes, Bay filmed and kept it.
❌ The twins Skids & Mudflap—racist caricatures straight out of a bad SNL skit.
❌ Battles so messy with shaky-cam and CGI clutter you can’t tell who’s hitting who.

❌ The Sexy Terminator College Girl – Yes, Bay decided the best way to advance the plot was to have a female robot infiltrate Sam’s dorm… by posing as a sultry co-ed who immediately throws herself at him. Then, mid-makeout, she reveals she’s actually a Decepticon by sprouting a long, whip-like metal tentacle out of her lower back (yes, from that exact spot). Don’t ask me why — I didn’t write it. If I had been on set that day, I’d have slapped Michael Bay and told him to get therapy.
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Final Thoughts

If the first Transformers was dumb popcorn fun, this is the burnt, stale kernel you choke on. It’s proof that more explosions and louder sound design don’t hide bad writing. The only saving grace is the song at the end—which, tragically, you have to sit through the rest of the film to earn.


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Rating

1/10. And it’s only that high because New Divide is a banger.


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Spoilers Ahead 🚨

We open in 17,000 BC with the original Primes building a Sun Harvester on Earth. They swear never to destroy a sun if life exists on a planet—except The Fallen, who decides rules are optional.

Cut to modern day: Sam finds an AllSpark shard, gets zapped with Cybertronian knowledge, and starts seeing ancient symbols. Decepticons fish Megatron out of the ocean and revive him using that shard.

Megatron kills Optimus mid-battle, which halts the plot so Sam can go on a fetch quest for the Matrix of Leadership. Along the way, we get Skids and Mudflap making the movie worse by existing.

Meanwhile, the U.S. military and Autobots are apparently running missions worldwide—something never once mentioned in the first film. The final battle takes place in Egypt at the pyramid housing the Sun Harvester. Devastator forms so Bay can show us his dangling wrecking-ball “balls.”

Sam revives Optimus with the Matrix, Jetfire sacrifices himself to give Prime a jetpack upgrade, and Optimus kills The Fallen in about 30 seconds. Megatron retreats again.

Then comes Optimus’s big speech:
“Our races united, by a history long forgotten. And a future we shall face together.”

Translation: “Robots and humans are friends now. Also, I’m stalling for time because Bay says I need to end on a dramatic note.”

If I were there, standing on that platform with him, I’d jump into the ocean just to avoid hearing one more sentence of that inspirational word salad.

Also, yes, the ending basically just amounts to

Optimus: thanks for saving me.

Sam: ur welcome.

Optimus: anyways were united by a history long forgotten.

That’s not an ending. That’s just, michael bay not knowing how to close off his movie.

Also here’s the only good part of this film, the end credits song, trust me u ain’t getting this out of y’all heads after this.