Watch Transformers: Revenge of the Fallen Online

In the highly-anticipated "Transformers: Revenge of the Fallen," debuting June 26, 2009, Sam Witwicky (Shia LaBeouf) again joins with the Autobots against their sworn enemies, the Decepticons. Michael Bay directs from a screenplay by Ehren Kruger & Roberto Orci & Alex Kurtzman.

Sam Witwicky (Shia LaBeouf) discovers something about the origins of the Transformers and their history on Earth. The evil Decepticons need to capture him for information. The climactic battle takes place at the Giza pyramid complex, where a temple is located within. Lorenzo di Bonaventura explained the film will show the Transformers who visited Egypt before the pyramids were built, and "all our heroes end up here because of the Decepticons' master plan." Furthermore, Egyptian hieroglyphs resembling helicopters and other present day vehicles in real life will be explained in the film as being depictions of those Ancient Cybertronians who visited Earth.

In September 2007, Paramount announced a late June 2009 release date for the sequel to Transformers, 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). 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". The film was given a $200 million budget, which was $50 million more than the first film, and some of the action scenes rejected for the original were written into the sequel. 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.

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. The studio also signed on Ehren Kruger, as he impressed Bay and Hasbro president Brian Goldner with his knowledge of the Transformers mythology, and because he was friends with Orci and Kurtzman. The writing trio were paid $8 million. 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, and Bay expanded the outline into a sixty-page scriptment, fleshing out the action and adding more jokes. The three writers spent four months finishing the screenplay while "locked" in two hotel rooms by Bay.

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. He wanted the focus between the robots and humans "much more evenly balanced", "the stakes [to] be higher", and more focused on the science fiction elements. Orci added he wanted to "modulate" the humor more, and felt he managed the more "outrageous" jokes by balancing it with a more serious plot approach to the Transformers' mythology. Bay concurred that he wanted to please fans by making the tone darker, and that "moms will think its safe enough to bring the kids back out to the movies" despite his trademark sense of humor. Kurtzman created the film's title.

Filming began in Los Angeles, California in May 2008. From June 2, 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. Afterwards, they shot at the Steven F. Udvar-Hazy Center. The crew moved to Philadelphia on June 9, where they shot at the Exelon power plant on Delaware Avenue; the University of Pennsylvania; the Eastern State Penitentiary; Fairmount Park; Philadelphia City Hall, Rittenhouse Square and historic Chancellor Street (which represents a street near Place de la Concorde in Paris); and Wanamaker's. They moved to Princeton University on June 22. 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". Three days of filming were spent in Egypt

Bay 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. Orci joked "Optimus and company are also the stars, and fortunately for us, they are not part of a union!" Shooting for the Shanghainese battle later continued in Long Beach, California. 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. A scale model in Los Angeles was also used for some close-ups of the pyramids.

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). This location was delayed from July. 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. 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. A fifty foot tall camera crane was used at the location. Four days were then spent in Jordan, where the Royal Jordanian Air Force aided in filming at Petra, Wadi Rum and Salt. 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. The cast and crew finished on the aircraft carrier USS John C. Stennis on November 2, 2008.

Starscream confronts Sam. On his audio commentary for the first film, Michael Bay said he wanted more close-ups of robots for the sequel

The 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.'" The director hoped to include more close-ups of the robots' faces. 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". Hasbro became more involved in the designs of the robots than in the first film. 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.

Bay utilized real F-16 Fighting Falcon and tank fire when filming the battles

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