Transformers: Revenge of the Fallen is a 2009 American science fiction action film directed by Michael Bay and is based on the Transformers toy line. 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 the first film, the story revolves around Sam Witwicky (Shia LaBeouf), who is caught once again in the war between the Autobots, led by Optimus Prime (Peter Cullen) and the Decepticons, led by Megatron (Hugo Weaving). Sam begins having strange visions of Cybertronian symbols, and is 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 between May and September 2008, with locations in Egypt, Jordan, Pennsylvania, New Jersey, and California, as well as air bases in New Mexico and Arizona. It is the last film in the series to star Megan Fox, and is also the last film in the series to be co-produced by DreamWorks Pictures, leaving Paramount Pictures as the sole distributor of its future sequels, starting with Dark of the Moon.