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Transformers: Revenge of the Fallen


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Movie Review

When last we saw Megatron—the evil head honcho of a race of machines dubbed Decepticons—he was rusting away at the bottom of the ocean, tethered by high-tech chains, surrounded by guardian submarines and counting the days until his obsolescence.

Too bad the guy had some time left on his extended warranty.

Turns out, Megatron and the Decepticons, despite having had their dastardly plans foiled in the first Transformers film, aren't destined for the scrap heap. In fact, they're following an even more dastardly plan ("Let's extinguish the sun!") dreamt up by an even more dastardly leader (we know he's evil because even his best friends call him "The Fallen"), which—once it reaches its climax—will leave the Decepticons free to gloat over the frozen wasteland they've created.

Cue guttural, WD-40-drenched laughter.

But humanity isn't ready to choke on the Decepticons' exhaust just yet. After all, we've got the valiant, GM-branded Autobots in our corner—backed by a crack team of soldiers who boast more boom sticks than the 1927 Yankees. We've got truth, justice and fair play on our side. And we've got Sam Witwicky, a goofy kid with an outrageously attractive girlfriend (Mikaela), an outlandishly cool car and Autobot leader Optimus Prime on speed dial.

But wait, what's this? Sam's leaving his car at home (an Autobot disguised as a Chevy Camaro) because it can't come to college with him? He's telling Optimus Prime to leave him alone? Didn't Sam watch the first movie? Doesn't he remember how handy Autobots are in a pinch?

Those ill-fated choices set the stage for an avalanche of foreboding plot points. Sam touches a metallic shard that fills his brain with a mind-scrambling code! Home appliances come to life with malignant intent! A new American leader shuts down the Autobots' support team! A short-sighted bureaucrat threatens to kick the nice robots off the planet! Sam gets attacked by a sultry mechanical undergrad with a six-foot-long tongue! GM goes into bankruptcy! Decepticons start taking out huge, subprime loans!

Things look bleak. It's all up to Sam now. Too bad he's decided to go to college instead.

[Note: The following sections include spoilers.]


Positive Elements

Transformers 2 is predicated on the philosophy that "more" is "better." More explosions. More sex. Obviously, more of those things isn't a good thing. Surprisingly, however, this attitude also extends to positive elements. The film's creators weren't content to feature just one character who's willing to offer his life for others. In Revenge of the Fallen, nearly everyone gets into act.

Optimus Prime is the main example of the movie's emphasis on sacrifice. He fends off Decepticons to save Sam, eventually succumbing to their attacks. Before he meets his end, Optimus tells Sam, "Fate rarely calls on us at a moment of our choosing." Sam eventually reboots the big guy after going through a near-death experience himself. Likewise, many Autobots put their "lives" on the line for humanity. And human soldiers in turn put their lives on the line for the Autobots. One reformed Decepticon even sacrifices his own existence so Optimus can make use of his spare parts.

Sam's parents, for all their faults, want the best for their son (they send him to a nice college) and for the world (they're willing to sacrifice themselves so Sam can save Optimus). Sam loves his folks, too, and by the end of the movie, the family is squabbling over who's going to save whom and at what risk.

Spiritual Content

While gazing at Optimus, a soldier wonders, "If God made us in His image, who made him?" When Sam apparently dies, he's whisked up to a pleasant, cloudy place where he talks with some supernatural Transformers who tell him he must go back and recharge Optimus. "It is, and always has been, your destiny," they say.

Sam feels this destiny himself. At one point, he grabs a handful of mysterious dust left over from an ancient Transformer, dust he knows will somehow save Optimus.

"How do you know it's going to work?" Mikaela asks.

"Because I believe it," Sam answers, proffering a kind of faith in faith itself.

Elsewhere, a huge plane is called "Big Buddha." A college professor labels himself the "alpha and the omega" of his classroom. Mikaela paints a shapely devil on a motorcycle. One character shrieks an apparent prayer as he's chased by evil robots.

Finally, the whole "Fallen" narrative takes on a mythological quality, what with Decepticons talking about how "The Fallen shall rise again" and such.

Sexual Content

The first time the Transformers motored into theaters, Plugged In was dismayed by the film's sexual content. This time around, we're appalled.

Let's start with Alice, an apparently beautiful college student with an eye on Sam. Alice tries every way possible to seduce the lad. She dresses in the sultriest of outfits and makes sure Sam gets the best possible look at her attributes. She coos and pouts and makes suggestive comments.

When that doesn't work, she straddles him on his bed—obviously intent upon having sex—starts kissing him and "reveals" more of herself, so to speak. But Alice's big reveal isn't what Sam has been led to believe. A metallic appendage snakes out of the bottom of her dress (we see Alice's underwear) and later out of her mouth (her tongue is still attached to the end). She's a Decepticon with rather freakish sexual intentions, it seems.

Indeed, the Decepticons as a whole have grown more sexualized since the last movie. One huge robot displays two dangling orbs that are meant to resemble testicles. Another smaller critter wraps itself around Mikaela's leg quite suggestively.

Speaking of Mikaela (played by Megan Fox, widely trumpeted these days as the most sensual new star in Hollywood), she sports short shorts and cleavage-bearing tops throughout the film. Frankly, she'd seem more at home in a skimpy swimsuit magazine than in a shoot-'em-up actioner. One particularly gratuitous camera shot zooms in on her backside as she works on a motorcycle. When Sam goes off to college, he and Mikaela talk about having Internet dates—complete with candles, music, special outfits and the suggestion of X-rated hanky-panky. In person, Sam and Mikaela kiss and cuddle.

Scads of other sexual distractions surround Sam at college as well. Walls are papered with posters and pictures of beautiful women (including one whose hair just covers her bare chest), and the university's halls are brimming with attractive co-eds (and leering, ogling guys). A college party features some scantily clad girls dancing seductively.

Elsewhere, the Witwicky family dogs are twice shown having sex ("You'll see a lot of that in college, too," Sam's dad guffaws). His mother talks about how she heard her son lose his virginity. She also fantasizes about skinny-dipping, assumes a garbled call is an obscene prankster and refers to her husband as both a "dirty old man" and a "college professor" ("I'll do anything to get an A," she coos). For his part, Sam's father slaps Mom on the rump.

Characters also make crass references involving testicles, pubic hair and other intimate body parts. A guy crudely propositions a college girl by comparing his anatomy to the meat pizza he's carrying. Two pairs of people end up unconscious in compromising positions (including two guys in one instance). A professor flirts suggestively. Leo, Sam's roommate, asks if he can watch Sam and Alice have sex. A store sports a neon "Porn" sign in the window. And we see a character's nearly bare backside while he's wearing a thong.

Violent Content

Revenge of the Fallen's filmmakers likely spent more money on explosives than many third world nations spend on food. The film is loaded with guns, grenades, pyrotechnics and mayhem, and it's a rare moment indeed when audiences aren't subjected to something being bashed, smashed or blown up.

Much of the action involves machine-on-machine violence, and we see Transformers skewered, squashed, decapitated, ripped apart or nearly chewed up, all accompanied by copious amounts of gushing oil.

When Sam is captured by Megatron, he's held down on a table and told he'll die painfully. One tiny, slimy robot slithers into Sam's mouth, and we see tendrils wiggle in his nose. Another robot brandishes a wee rotary saw, preparing to cut open Sam's skull. And when Sam, Mikaela and others run through a battle zone, Sam nearly gets killed by an explosion.

About half-a-dozen combat scenes apparently kill soldiers, usually via explosions that hurl their bodies through the air (though one poor victim gets stomped on by a Decepticon). After a ship sinks, we see bodies in the water. Cars—and their passengers—get destroyed in a city battle. Several helicopters also go down during firefights. In the worldwide havoc unleashed by the evil robots, we're told that the death toll for one day of carnage hits 7,000.

Other violent moments include several people getting tased. Sam's mom is attacked by a kitchen appliance and hits her head hard on a hanging plant as she flees from the robot.

Crude or Profane Language

We hear a bunch of barely disguised f-word variants, including "freaking," "frigging," "frick" and "eff" as well as one interrupted exclamation of "mother—." "Pork" is also used as a suggestive stand-in for the f-word. Other profanity includes about 10 s-words and 15 or so misuses of God's name. We hear about 25 uses combined of "d--n," "a--hole," "b--ch," "h---" and the British profanity "b-llocks." "P---y" and "d--k" are also said once each.

Drug and Alcohol Content

Sam's dad has a beer, and his mom has a glass of wine. She also eats marijuana-laced brownies—despite her husband's warning—and subsequently acts silly while stoned.

Other Negative Elements

A man walks out of a bathroom with his pants down (but boxers on) and asks a security guard for toilet paper (a ruse to lure him from his post). Some Transformers apparently have issues with flatulence: One discharges some fire, another ejects a parachute. Some military personnel seem to disobey orders.


Transformers: Revenge of the Fallen comes with no pretensions of greatness. It's not written to make you think, not crafted to make you cry. Its sole intent is to get moviegoers to fork over their 10 bucks and sit still for two-and-a-half hours.

That said, I was surprised at how cold this movie left me.

The film's emotional moments felt forced, and its themes of sacrifice insincere. While some films use CGI to set up a story, Transformers reverses the process: It uses a halfhearted story as an excuse to string together some cool special effects.

But a much bigger issue than the film's cinematic failure, for our purposes, is its level of crassness and sexual content. This is a movie based on children's' playthings, for Pete's sake. I can't imagine that many in the audience really came to see robot testicles or small-dog erotica. And then there's Megan Fox's ongoing parade in her barely there outfits, not to mention a sexed-up co-ed who turns out to be, bizarrely, something else entirely.

One of the folks with whom I saw this movie left the theater feeling insulted. "This is what they think I want to see?!" he said. "This is what they think I'm interested in?"

Film critic Marshall Fine put it this way: "This is what we've come to: movies based on cartoons that were marketing tools for toys." He also noted, "It's hard to exaggerate what a depressing mess of a film this misbegotten monstrosity is. More depressing still, it will attract lemming-like multitudes to multiplexes this weekend, further convincing [director Michael] Bay of his own genius."

Yeah, that feels about right.

Pro-social Content

Objectionable Content

Summary Advisory

Plot Summary

Christian Beliefs

Other Belief Systems

Authority Roles



Discussion Topics

Additional Comments/Notes

Episode Reviews




Readability Age Range


Drama, Sci-Fi/Fantasy, Kids, Action/Adventure, War



Shia LaBeouf as Sam Witwicky; Megan Fox as Mikaela Banes; Ramon Rodriguez as Leo; John Turturro as Agent Simmons; Peter Cullen as the voice of Optimus Prime; Hugo Weaving as the voice of Megatron


Michael Bay (Transformers, Bad Boys II, Pearl Harbor, Armageddon)


Paramount Pictures



Record Label



In Theaters

June 24, 2009


October 20, 2009

Year Published



Paul Asay

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