[edit] Development
In September 2007, Paramount announced a late June 2009 release date for the sequel to Transformers,[5] and Bay began creating animatics of action sequences featuring characters rejected for the first film. This would allow animators to complete sequences if the Directors Guild of America went on strike in July 2008 (which did not happen as the DGA signed a new deal).[6][7] The director considered making a small project in between Transformers and its sequel, but knew “you have your baby and you don’t want someone else to take it”.[8] The film was given a $200 million budget, which was $50 million more than the first film,[4] and some of the action scenes rejected for the original were written into the sequel.[9] Lorenzo di Bonaventura said the studio proposed filming two sequels simultaneously, but he and Bay concurred that was not the right direction for the series.[10]

Writers Roberto Orci and Alex Kurtzman originally passed on the sequel because of a busy schedule. The studio began courting other writers in May 2007, but as they were unimpressed with their pitches, they convinced Orci and Kurtzman to return.[6] The studio also signed on Ehren Kruger, as he impressed Bay and Hasbro president Brian Goldner with his knowledge of the Transformers mythology,[11] and because he was friends with Orci and Kurtzman.[12] The writing trio were paid $8 million.[6] Screenwriting was interrupted by the 2007–2008 Writers Guild of America strike, but to avoid production delays the writers spent two weeks writing a treatment, which they handed in the night before the strike began,[12] and Bay expanded the outline into a sixty-page scriptment,[13] fleshing out the action and adding more jokes.[12] The three writers spent four months finishing the screenplay while “locked” in two hotel rooms by Bay.[14]

Orci described the film’s theme as “being away from home”, with the Autobots contemplating living on Earth as they cannot restore Cybertron, while Sam goes to college.[15] He wanted the focus between the robots and humans “much more evenly balanced”,[16] “the stakes [to] be higher”, and more focused on the science fiction elements. Orci added he wanted to “modulate” the humor more,[17] and felt he managed the more “outrageous” jokes by balancing it with a more serious plot approach to the Transformers’ mythology.[18] Bay concurred that he wanted to please fans by making the tone darker,[19] and that “moms will think its safe enough to bring the kids back out to the movies” despite his trademark sense of humor.[10] Kurtzman created the film’s title.[20]

[edit] Filming
Filming began in Los Angeles, California in May 2008.[21] From June 2,[13] three days were spent on an action sequence at the Bethlehem Steel site in Bethlehem, Pennsylvania, which was used to represent a portion of Shanghai.[22] Afterwards, they shot at the Steven F. Udvar-Hazy Center.[23] The crew moved to Philadelphia on June 9, where they shot at the Exelon plants in Delaware; the University of Pennsylvania; the Eastern State Penitentiary; Fairmount Park; Rittenhouse Square (which represents Paris); and Wanamaker’s.[24][25][26] They moved to Princeton University on June 22.[27] Filming there angered some students at the University of Pennsylvania, believing Bay had chosen to reshoot scenes at Princeton, the school’s historical rival, and script Princeton’s name in the movie. However, neither the University of Pennsylvania nor Princeton gave Bay permission to be named in the film because of a “funny ‘mom’ scene” that both felt “did not represent the school”.[28]

Three days of filming were spent in EgyptBay scheduled a break for filming beginning on June 30, turning his attention to animation and second unit scenes because of the potential 2008 Screen Actors Guild strike.[29] Orci joked “Optimus and company are also the stars, and fortunately for us, they are not part of a union!”[30] Shooting for the Shanghainese battle later continued in Long Beach, California.[31] The crew shot at Holloman Air Force Base and White Sands Missile Range in New Mexico during September. The two locations were used for Qatar in the first film, and stood in for Egypt in this film.[32] A scale model in Los Angeles was also used for some close-ups of the pyramids.[4]

Shooting at Tucson International Airport and the 309th Aerospace Maintenance and Regeneration Group’s aircraft boneyard took place in October under the fake working title Prime Directive (a reference to Star Trek).[33] This location was delayed from July.[34] The first unit (including Shia LaBeouf) then shot for three days in Egypt itself, at the Giza pyramid complex and Luxor. For security’s sake, the shoot was highly secretive: but according to Lorenzo di Bonaventura, a crew of 150 Americans and “several dozen local Egyptians” ensured a “remarkably smooth” shoot.[35] Bay earned the Egyptian government’s approval to film at the pyramids by contacting Zahi Hawass, a fan of the first film, who made the director swear not to damage the buildings.[19] A fifty foot tall camera crane was used at the location.[4] Four days were then spent in Jordan, where the Royal Jordanian Air Force aided in filming at Petra, Wadi Rum and Salt.[36] Filming continued at the Place de la Concorde in Paris, with the second unit taking shots of the Eiffel Tower and the Arc de Triomphe.[37] The cast and crew finished on the aircraft carrier USS John C. Stennis on November 2, 2008.[38]

[edit] Effects

Starscream confronts Sam. On his audio commentary for the first film, Michael Bay said he wanted more close-ups of robots for the sequelThe producers expected that with a bigger budget and the special effects worked out, the Transformers would have a larger role. Peter Cullen recalled, “Don Murphy mentioned to me, ‘Only because of the tremendous expense to animate Optimus Prime, he’ll be in just a certain amount of [the first film].’ But he said, ‘Next time, if the movie is a success, you’re gonna be in it a ton.’”[39] The director hoped to include more close-ups of the robots’ faces.[40] Scott Farrar returned as visual effects supervisor, and anticipated moodier use of lighting as well as deeper roles for the Decepticons. He stated that with the bigger deadline, post-production will be a “circus”.[41] Hasbro became more involved in the designs of the robots than in the first film.[17] They insisted on keeping the alternate modes of some of the returning characters similar, so people would not have to buy toys of the same characters.[42]

Bay utilized real F-16 Fighting Falcon and tank fire when filming the battles.[10]

[edit] Cast and characters

[edit] Humans
Shia LaBeouf plays Sam Witwicky, the teenager who killed Megatron. He attends an East Coast college to learn astronomy.[43] On July 27, 2008, LaBeouf was involved in a car crash and had to undergo hand surgery. The character getting burned in the story was an unrelated decision.[44] LaBeouf said production was only delayed by two days after his accident because Bay made up for it by filming second unit scenes, and he recovered from the accident a few weeks earlier than expected, allowing him to return to the set.[45] Bay had suggested the hand injury will be written into the story,[46] but Orci said on-set rewrites were done to protect his hand for the remainder of the shoot.[47] Towards the end of filming though, LaBeouf injured his eye when he hit a prop, which required seven stitches. He resumed filming two hours later.[48]
Megan Fox plays Mikaela Banes, Sam’s girlfriend, who cannot afford to attend college with him.[43] Fox had lost a lot of weight for her role in Jennifer’s Body, and had to gain ten pounds within three weeks. She explained “Michael doesn’t like skinny girls.”[49]
Josh Duhamel plays Captain William Lennox, an ally of the Autobots.[21] Since the first film Lennox has become part of an international taskforce battling Decepticons with the Autobots.[50]
Tyrese Gibson plays Robert Epps, an ally of the Autobots and member of Lennox’s team.[21] He has been promoted to the rank of Master Sergeant.[32]
John Turturro plays Reggie Simmons, former agent of the terminated Sector 7 unit, which monitored Transformer activity on Earth.[21] Turturro was allowed to climb the real pyramids during filming.[4]
Matthew Marsden plays Graham, a member of the United Kingdom Special Forces who joins Lennox’s team. Marsden grew up reading the comics and loved the first film. Bay was impressed with his audition and decided to increase the character’s screentime.[50]
Ramon Rodriguez plays Leo Spitz, a new character who accompanies Sam and Mikaela all the way to Egypt.[51][4]
Steve Tom has a “principal” role, according to his website.[52]
Kevin Dunn and Julie White play Ron and Judy Witwicky, Sam’s parents. Orci wrote, “Love them! Gotta have them back.”[53] He confirmed they learned the truth about the Transformers while off-screen in the last film.[54]
Rainn Wilson cameos as a university professor,[21] while Kym Whitley has an unnamed part.[55] Bay wanted Amaury Nolasco to return as soldier Jorge Figueroa, who was wounded by Scorponok in the first film, but Nolasco was not able to participate due to schedule conflicts (he may appear in a third film).[56]

[edit] Autobots
Peter Cullen voices Autobot leader Optimus Prime.[57] He retains his alternate mode of a blue Peterbilt truck with red flame decals. Cullen recorded a voiceover for the opening scene in August 2008, but began the majority of voice work in November.[58][59] A live action cameo has been written for Cullen.[60]
Mark Ryan voices Bumblebee, the Autobot who befriended Sam and disguised himself as his fifth-generation Chevrolet Camaro. Ryan also continues his role as stand-in for the robots on set.[61]
Ironhide, the Autobot weapons specialist who transforms into a GMC Topkick. Jess Harnell voiced him in the first film.
Ratchet, the Autobot medic who transforms into a search and rescue Hummer H2. Robert Foxworth voiced him in the first film.
Arcee, an Autobot with a feminine personality and appearance, who can separate into three motorcycles with their own robot forms.[51] Arcee was dropped from the first film as the writers felt there was not enough time to explain her “gender”, but she and several other female Transformers appeared in the first film’s toy line and tie-in comics.[62] Orci stated the issue of gender could just be ignored in the film.[63]
Mudflap and Skids, respectively a red Chevrolet Trax and green Chevrolet Beat.[64] Mudflap is very hyperactive, while Skids believes himself to be the smarter of the two and tries to come across as mature, but nevertheless appears unable to keep quiet.[65] According to leaked daily call sheets Michael Bay claimed he faked,[66] they begin the film by combining into an ice cream van.[67] Skids was mentioned by the other Autobots in the Transformers: The Reign of Starscream movie sequel comics.
Sideswipe, a silver Chevrolet Corvette Stingray Concept.[64]
Jolt, a blue Chevrolet Volt.[64] Jolt was a last-minute addition to the cast after General Motors, the film’s car supplier, wanted to promote the Volt.[68] The writers had already wanted to include the car in the script before the Writers Guild strike, so they had to work out a character that would fit well within the Autobot team afterwards and convince Bay to approve the addition.[69] Hasbro previously used the name Jolt for a Decepticon in the first film’s toy line.
Jetfire, an SR-71 Blackbird. He was a Decepticon, but his wounds and age have made him choose to ally with Optimus.[2] He can combine with Optimus, an idea previously seen in the Transformers: Armada series.[70]
Wheelie, a small radio-controlled truck. Wheelie initially serves the Decepticons because he is frightened of them.[71]

[edit] Decepticons
Megatron, the Decepticon leader. Killed and thrown into the Laurentian Abyss, he is resurrected as a Cybertronian tank.[72][73] He was voiced by Hugo Weaving in the first film. Bay told Empire that Megatron was not in the film, claiming his tank form was just a new toy.[4]
Starscream the air commander which transforms into an F-22 Raptor. He flew into space at the end of the previous film, and now returns bearing Cybertronian symbols on his body and commanding a new Decepticon army.[74] Orci confirmed he will have more dialogue.[17] Charlie Adler voiced Starscream in the previous film. Chris Mowry, writer of the comic book prequels, stated Starscream differs from his 1980s incarnation because “His motivations are more for the species. He’s definitely at odds with what Prime and Megatron have been doing. He thinks that they’ve both been consumed with greed, for their own selfish reasons, but as he finds out, his plans start to fall through as he’s kind of becoming overwhelmed with the same greed that they had.”[75] However, Orci explained that during post-production, dialogue additions edged Starscream closer towards his 1980s counterpart.[76]
Soundwave, Megatron’s communications expert and his most loyal soldier.[2] He transforms into Cybertronian craft with jet and satellite capabilities.[74] The concept artists also designed an Earth form of a Chevrolet Silverado for him to upgrade into, which Orci stated was dropped.[77] In the 1980s toyline, Soundwave was a tape deck. The filmmakers had tried to work him into the first film twice, and these roles eventually evolved into Blackout (a MH-53 Pave Low helicopter) and Frenzy (who changed into a CD Player and later into a mobile phone). The latter character was particularly thought to be too different from the original.[78][79] Soundwave made his first appearance in the Transformers: Alliance prequel comic book series arriving on Mars then sending a large number of Decepticon protoform troops to Earth.[80]
Ravage, a minion of Soundwave that resembles a one-eyed cat.[51]
A puppet, with a body resembling Frenzy, a cat like face, dreadlocks, and a bird-like beak, was spotted on set.[81]
Barricade, a Saleen S281 police car.[54] Jess Harnell voiced him in the first film.
Scorponok, Blackout’s former partner who resembles a car-sized mechanical scorpion. In the first film he burrowed into the ground after being defeated by the military in Qatar, and lost his tail. His tail is restored in the film.[51]
Sideways, an Audi R8.[51]
Alice, a Pretender played by Isabel Lucas, who stalks Sam.[82][18]
The Constructicons / Devastator, a 100 to 120 feet tall warrior formed by several combining construction vehicles.[83] The name Devastator was mistakenly given to Brawl, a tank, in the first film. The name Bonecrusher, who was one of the Constructicons in the 1980s and Transformers: Universe, was also used for a Decepticon killed in the first film. However, Orci stated during writing that neither character will be resurrected.[84] The original Constructicon names Scrapper and Mixmaster appeared as drone units in the Transformers movie video game.
Demolishor,[74] the Terex O&K RH 400 Hydraulic Mining Excavator seen in the first trailer.[85] He forms Devastator’s torso.[86]
Long Haul,[87] a green Caterpillar 773B dump truck, which forms the right leg.[86] Long Haul’s individual robot mode was designed by freelance artist Josh Nizzi as fan art of the original character. The fan art impressed Bay enough to hire him on to the film.[88]
Rampage,[87] a Caterpillar D9 bulldozer who forms the left leg.[86]
Scrapper,[74] a Caterpillar 992G scoop loader who forms the right arm.[86]
Hightower,[87] transforms into a yellow Kobelco CK2500 Truss Crane and forms the left arm.[86]
Mixmaster,[87] who transforms into a black and silver Mack concrete mixer. He forms the head.[86]
The Fallen. One of the original thirteen Transformers, the robot known as the Fallen is the one who divided the Transformers. Lorenzo di Bonaventura compared him to Judas Iscariot.[83] He transforms into a Cybertronian aircraft.[89] The toy bears the Decepticon insignia on its abdomen.[90]
Orci hinted the majority of the Decepticons were entirely computer-generated in both robot and alternate modes, which would make it easier to write additional scenes for them in post-production.[84] Lorenzo di Bonaventura said that in total, there are around forty robots in the film.[4] There will be some robots who can transform into weapons,[91] and there are some resembling Insecticons.[51]

[edit] Release and marketing
Transformers: Revenge of the Fallen will be released in regular and IMAX theaters on June 24, 2009.[92] Three of the action sequences were shot with IMAX cameras.[19] Orci mentioned in an August 2008 posting that the IMAX footage would be 3D,[93] although when IMAX officially announced the use of their technology on the project, no mention was made of 3D.[94]

Hasbro’s Revenge of the Fallen toy line will include new molds of new and returning characters, as well as 2007 figures with new mold elements or new paint schemes.[74] The first wave will be released on May 30, although Bumblebee and Soundwave will debut beforehand.[83] The second wave is due in August 2009, which introduces toys such as 2 1/4-inch human action figures that fit inside the transforming robots, and non-transforming replicas of the cars which can be used on a race track. The combining Devastator toy will not come out until August.[95] Luxoflux is developing a video game based on the film, which Activision will publish.[96] Product placement partners on the film include Burger King,[97] Wal-Mart, YouTube, Nike, Inc. and M&M’s.[98][99] Kyle Busch will drive a Revenge of the Fallen/M&M’s decoed car at Infineon Raceway on June 21, 2009.[100]

Chris Mowry and artist Alex Milne, who collaborated on The Reign of Starscream comic book, will reunite for IDW Publishing’s prequel to the film. Originally set to be a five part series entitled Destiny,[75] it was split into two simultaneously published series, Alliance and Defiance. Alliance is drawn by Milne and began in December 2008: it focuses on the human and Autobot perspectives. Defiance, which started the following month, is drawn by Dan Khanna and is set before either film, showing Megatron’s fall to the dark side when he discovers an artifact with what will become the Decepticon symbol on it.[101][102][103] Simon Furman is writing the comic book adaptation of the film,[104] while Alan Dean Foster is writing the novelization.[105] Foster is also writing The Veiled Threat, bridging both films,[106] which was originally entitled Infiltration. Foster collaborated with IDW to make sure his novels did not contradict their stories.[107]

During production, Bay attempted to create a misinformation campaign to increase debate over what Transformers would be appearing in the film, as well as to try to throw fans off from the story of the film. However, Orci confessed it had generally not been working.[108] The studio went as far as to censor MTV and Comic Book Resources interviews with Mowry and Furman, who confirmed Arcee and The Fallen would be in the picture.[109] General Motors stated the Chevrolet Volt was a product placement cameo, not an Autobot.[110] Hasbro asked fansites to remove descriptions of toys shown at the UK Toy Fair,[82] while Activision requested they delete images of the Trax and Beat’s robot modes revealed earlier on their official site than intended.[111]

[edit] Sequel
Bay said he would like to take a year long break before beginning work on a third Transformers, but this depends on how successful the second film is.[19] Orci has mentioned he would like to introduce Unicron in a third film “for scale’s sake”.[68] The co-writer also said introducing Triple Changers would be interesting.[112]

Before Transformers was released, producer Tom DeSanto had “a very cool idea” to introduce the Dinobots,[113] while Bay was interested in an aircraft carrier, which was dropped from the first film.[114] Orci claimed they did not incorporate these characters into Revenge of the Fallen because they could not think of a way to justify the Dinobots’ choice of form,[15] and were unable to fit in the aircraft carrier.[108] Orci also admitted he was also dismissive of the Dinobots, but he became fonder of them during filming because of their popularity with fans.[115]