Transformers: Revenge of the Fallen

Thousands of years ago, there was a race of ancient Transformers who scoured the universe looking for energon sources. Known as the Dynasty of the Primes, they used machines called Sun Harvesters to drain stars of their energy in order to convert it to energon and power Cybertron's AllSpark. The Primes agreed that life-bearing worlds would be spared, but in 17,000 BC, one Prime, thereafter dubbed The Fallen, constructed a Sun Harvester on Earth. The remaining Primes sacrificed their bodies in order to hide the Matrix of Leadership — the key that activates the Sun Harvester — from The Fallen, who swore to seek revenge upon Earth.

In the present day, two years after the events of the previous film, Optimus Prime is seen leading a special forces unit known as NEST (Networked Elements: Supporters and Transformers), a military organization consisting of American and British troops and his own team of Autobots aimed at hunting the remainingDecepticons on Earth. While on a mission in Shanghai,China, Optimus and his team destroy Decepticons Sideways and Demolishor, being given a warning by the latter that "The Fallen shall rise again". Back in the United States, Sam Witwicky finds a splinter of the destroyed AllSpark, and upon contact the splinter fills his mind with Cybertronian symbols. Deeming it dangerous, Sam gives the AllSpark splinter to his girlfriend Mikaela Banes for safe keeping, and leaves her andBumblebee behind to go off to college. Upon arrival, Sam meets his college roommate Leo Spitz, who runs an alien conspiracy website, and Alice, a co-ed who makes unusually strong sexual advances on him.

Decepticon Soundwave hacks into a US satellite and learns the location of the dead Decepticon leader Megatron and another piece of the AllSpark. Ravage and Reedman attack the base, retrieve the shard, and use it to resurrect Megatron, who flies into space and is reunited with Starscream and his master, The Fallen, in Nemesis. The Fallen instructs Megatron and Starscream to capture Sam in order to learn the location of the Matrix of Leadership.

Back home, Decepticon Wheelie tries to steal the shard, only to be captured by Mikaela. After having a mental breakdown and uncontrollably writing Cybertronian language in class, Sam calls Mikaela, who immediately leaves to get to him. With Sam's outbreaks worsening, Mikaela arrives at campus just as Alice — revealed to be a Decepticon Pretender — tries to strangle Sam with her robotic tongue. An irate Mikaela, Sam, and his roommate Leo drive off, crashing into Alice and killing her, but are captured by the Decepticon Grindor, who delivers them to Megatron. The Decepticon known as "Scalpel" prepares to remove Sam's brain, but Optimus and Bumblebee manage to arrive in time and rescue Sam. Optimus attempts to hold off Megatron while Mikaela and Leo escape with Bumblebee. Megatron calls for reinforcements, Grindor and Starscream join the fight, and begin to overpower Optimus. Optimus kills Grindor and rips off Starscream's arm, but gets stabbed by Megatron's blade and dies. Megatron and Starscream retreat as the Autobots arrive to rescue Sam, but too late to assist Optimus.

After Optimus Prime's death, The Fallen — aware that only another Prime can kill him — departs the Nemesis. Megatron orders a full-scale assault on the planet. The Fallen speaks to the humans, demanding they surrender Sam to the Decepticons or they will destroy the world. Sam, Mikaela, Leo, Bumblebee, the twins and Wheelie regroup, and Leo suggests his online rival "Robo-Warrior" may be of assistance. Upon reaching Robo-Warrior, he turns out to be former Sector 7 agent Simmons. Ever since Sector 7 was terminated, Simmons has been working at a deli and living with his mother. He informs the group that the symbols Sam has been seeing should be readable for a Decepticon. Mikaela then releases Wheelie, who cannot read the language, but identifying it as the language of the Primes, directs the group to a Decepticon seeker named Jetfire. They then find Jetfire disguised as the SR-71 Blackbird in the center of the museum at the Steven F. Udvar-Hazy Center, and reactivate him via the AllSpark shard. After teleporting the group to Egypt, Jetfire tells that he changed his allegiance to the Autobots, and translates the symbols, which contain a riddle that sets the location of the Matrix of Leadership somewhere in the surrounding desert. By following the clues, the group arrive at a tomb where they ultimately find the Matrix, but it crumbles to dust in Sam's hands. Believing the dust of the Matrix can still revive Optimus, Sam collects the dust and instructs Simmons to call Major William Lennox to bring the other Autobots and Optimus' body.

The military arrives with the Autobots and Optimus' body, but so does a new wave of Decepticons from orbit, and a battle ensues, with the Autobot/NEST team largely outnumbered. During the battle, several vehicles come together to form Decepticon Devastator, who unearths the Sun Harvester from inside one of the pyramids before being destroyed by a US Destroyer's railgun with the help of agent Simmons. Jetfire arrives and destroys Mixmaster, but is mortally wounded byScorponok. Jetfire then kills him by smashing his head with his fist. The Air Force carpet bombs the Decepticons, but Megatron avoids the bombings and fires at Sam, killing him. Sam then has a near-death experience where the Dynasty of Primes meet with him and acknowledging his courage and will to risk his life to save Optimus, revive him and rebuild the Matrix.

Sam awakens, and goes on to revive Optimus just before The Fallen ambushes him and his allies, slaughtering a few soldiers, stealing the Matrix and taking off to activate the Harvester. Jetfire sacrifices himself and surrenders his parts so that Optimus can incorporate them in order to fly to the Harvester and ultimately stop The Fallen. Now upgraded, Optimus successfully destroys the Harvester and engages The Fallen and Megatron in the ruins. Optimus blasts part of Megatron's face off, rips off the Fallen's face with his stick, and kills The Fallen by taking out his spark and crushing it in his hands. With the battle finished, Megatron and Starscream retreat to the Nemesis. On the aircraft carrier (CVN-74) USS John C. Stennis, while heading back to the U.S., Optimus thanks Sam for his bravery and sends another message into space hoping to find more Autobots, saying that humans and Transformers both share a common past, and a future they will face together.

During the credits, Sam is seen returning to college.

Cast

 * Shia Labeouf as Sam Witwicky
 * Peter Cullen voices Optimus Prime
 * Tony Todd voices The Fallen
 * Megan Fox as Mikaela Banes
 * Mark Ryan voices Jetfire
 * Hugo Weaving voices Megatron
 * Ramón Rodríguez as Leo Spitz
 * Tom Kenny voices Skids and Wheelie
 * Charles Adler voices Starscream
 * John Turturro as Seymour Simmons
 * Reno Wilson voices Mudflap
 * Frank Welker voices Soundwave, Reedman and Devastator
 * Josh Duhamel as U.S. Army Major William Lennox
 * Jess Harnell voices Ironhide
 * Calvin Wimmer voices Demolishor (credited as "Wheelbot")
 * Tyrese Gibson as USAF Master Sergeant Robert Epps
 * Colleen O'Shaughnessey voices Chromia
 * Kevin Michael Richardson voices Zeta Prime and Rampage
 * Kevin Dunn as Ron Witwicky
 * Andre Sogliuzzo voices Sideswipe
 * John DiCrosta voices Scapel
 * Julie White as Judy Witwicky
 * Robert Foxworth voices Ratchet
 * Robin Atkin Downes voices Prime #3 and Longhaul
 * Isabel Lucas as Alice
 * Grey Delisle voices Arcee and Elita One
 * Michael York voices Prime #1
 * Matthew Marsden as Graham
 * Fred Tatasciore voices Mixmaster and Decepticon Drones