Turns out that the Decepticons, now lead by an ancient robot called the Fallen, had more evil plans in mind for Earth, and it's up to Sam Witwicky and the Autobots to prevent them from ending all Human life.
The Decepticon Alice is classified as a Pretender, a robot that maintains a bio-organic shell. Very few transformers have that ability.
Transformers: Revenge of the Fallen is a sequel to 2007's Transformers. The story follows Sam Witwicky (Shia LaBeouf) and Mikaela Banes (Megan Fox) as they attempt to stop the Earth's destruction at the hands of the Decepticons.
Two years following the events of the original Transformers, the All Spark has been destroyed and the lives of Sam Witwicky and Mikaela Banes have become relatively normal. That all changes when Sam happens upon a sliver of the ancient Cybertronian artifact that morphs his family's common household machinery into mechanical organisms, and fills the college-bound teenager's mind with a slew of symbols and knowledge from the Transformers' homeward. After an overwrought goodbye to his girlfriend -- during which he leaves the sliver with her -- Sam leaves his home behind to seek out higher education, but it's not long at all before the ongoing war between the Autobots and the Decepticons again invade his life.
Optimus Prime, leader of the Autobots, now works alongside humans to ensure the peace and stability of the planet, himself feeling responsible for bringing the galactic conflict to the people of Earth. After some disagreements with core agents of the United States government, Optimus learns that a piece of the All Spark has been found and recovered by the remaining Decepticons. Aware that the power behind the device could be used to bring about the return of the Decepticons' leader Megatron, Optimus goes to Sam's school and asks for his help. Reluctant to get involved with the war again, he refuses and turns his back to his old friend.
But the teen's willingness (or lack thereof) to act ceases to be a factor. Seduced by his attractive co-ed Alice, Sam finds himself being assaulted by a Decepticon sporting blonde hair and a bikini wax. Worse, Mikaela walks in on the two at the most inopportune time, and though the couple flee campus alongside Sam's roommate Leo Spitz, the atmosphere isn't a pleasant one; they're soon captured by the Decepticons. Optimus and Bumblebee both arrive on the scene and are successful in rescuing the lot of them, but not before the Autobot leader is killed by Megatron. Without a protector to guide him, Sam must follow the clues left imprinted on his mind by the All Spark, and discover just how he should go about putting an end to Megatron and the Decepticons.
Transformers: Revenge of the Fallen was given a June 2009 release date in September of 2009, but that was prior to lengthy strike initiated by the Writers Guild of America. The early stages of production also faced the threat of possible strikes by the Directors Guild of America, as well as the Screen Actors Guild. Due to the less-than-ideal state of Hollywood at the time, Director Michael Bay started the first leg of work on recreating a number of computer generated characters and action sequences that he had chosen not to use in the original film. He did this to plan ahead, deciding that if another strike occurred as of July 2008, he could simply have the animators finish their jobs to pass the time. In the end, Bay was given a $200,000 budget to work with, a full fourth more than the original film.
In May 2007 the studio behind the production began looking for new writers to work on the project, Roberto Orci and Alex Kurtzman having opted out of returning for the sequel citing their own busy schedules. After a time, and several unimpressive pitches from various writers, the two ere convinced to pen the script for the movie. They also brought on board Ehren Kruger, a personal friend with deep knowledge of the Transformers mythos. Unfortunately, writing was pushed back by the strike. During this time, Bay took the treatment handed in to him just before the event and spun it into a sixty-page scriptment. Being the visual effects-centric director that he is, Bay lengthened action sequences and tossed in his own fair share of jokes and one-liners.
While working on the film, Bay himself went at lengths to launch a wave of misinformation into the fan community. He personally side-stepped questioning as to which of the many Transformers would actually appear, and even went so far as to claim that Megatron wouldn't be among the returning cast despite the character receiving a Revenge of the Fallen toy treatment.
Filming for the movie started in May 2008 in Los Angeles, and some of the former Hughes Aircraft soundstages at Playa Vista were utilized for most of the interior shots. For three days, beginning on June 2, an action sequence was filmed at the Bethlehem Steel in Bethlehem, PA. From there, filming moved on to locations such as Philadelphia, the University of Pennsylvania, Drexel University, Rittenhouse Square, Princeton University,and many other locations.
Both the University of Pennsylvania and Princeton served as the locations for Sam's college. The former of the two was the original spot, but Bay chose to re-shoot the scenes on Princeton's campus which caused some frustration within the school's student body. While shots of the campus were present in the film, the studio was denied permission to use the name of the school with thanks to a scene in which Sam's mom unknowingly ingests "special" brownies. Both the University of Pennsylvania and Princeton felt that the scene was not "representative" of them, and that it would paint them in a negative light.
When the Screen Actor's Guild strike seemed imminent, Bay ordered a break in filming and began concentrating on animation. Shortly afterwards, he completed production on several key action sequences. Holloway Air Force Base and White Sands Missile Range in New Mexico -- both of which posted as Qatar in the 2007 original -- acted as Egypt for the fim's climax. This took place during September. Following that, production moved to the Giza pyramid and Luxor in Egypt, where Bay gained permission to film from the Egyptian government. From there they moved to Jordan, and then Paris, and finally the USS John C. Stennis on November 2, 2008.
Special effects played a key role in bringing each of the Transformers to life, even more so in this sequel than in the 2007 film. Scott Farner reprised his position as visual effects supervisor, and spent the majority of the project in crunch mode. Bay demanded more detailed Transformer models, and more close-up shots of the robots faces. This, coupled with a reduced post-production duration and a much larger project relative to Transformers, turned the entire experience into something as close to Hell as any of the engineers involved in the process could imagine.
The animators not only had to include more details on the robots themselves, but were also compelled to give increased fidelity to any damages they sustained throughout the narrative. While the original film's animation required 15 terabytes of storage, this 2009 follow-up used nearly ten times that much at 140.
When filming battle sequences, Bay used an actual F-16 Flight Falcon, as well as military-grade tank fire, to catch create explosions.
The weeks leading up to release were riddled with anticipation for fans. Transformers: Revenge of the Fallen premiered in Tokyo, Japan on June 8, 2009. For the general public, the movie was released in the United Kingdom on June 19, and finally both the United States and Australia on June 24. During its first weekend, the film grossed $108.9 million, making it the most substantial opening weekend gross for 2009 prior to the release of The Twilight Saga: New Moon. In addition, it brought in $62 million on its opening day alone, making it the fourth-highest day-one prior to the recent release of The Twilight Saga: Eclipse. Transformers: Revenge of the Fallen received mostly negative reviews, earning only a 20% approval rating based on 228 reviews from aggregate Rotten Tomatoes, and a rating of 35% based on 32 reviews from Metacrtic.