Transformers: Revenge of the Fallen

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For other uses of "Transformers", see Transformers.

Transformers: Revenge of the Fallen is a 2009 film based on the Transformers franchise and a sequel to the 2007 film Transformers.

Directed by Michael Bay. Written by Roberto Orci (screenplay), Alex Kurtzman (screenplay) and Ehren Kruger.

Sam Witwicky[edit]

  • We're gonna have 10 seconds of silence, I'm not gonna talk to you for 10 seconds...I'm not talking to you for 10 seconds, you have 3 seconds left...[uses his fingers to count 3 seconds] ... What were you gonna say?
  • [To Megatron] Hold on, hold on, I know you're pissed, I know you're pissed, because I tried to kill you. I totally understand. If someone tried to kill me, I'd be unhappy too. I think that we have an opportunity here to start anew, and develop our relationship, and see where it leads us...ok?
  • [To Leo] Hey, you wanted this, right? You wanted the real deal? Well, that’s what this is. Wake up! You’re in the middle of it! You want to run? Go ahead! No one’s stopping you. Stop complaining.

Optimus Prime[edit]

  • [Opening line] Earth, birthplace of the human race, a species much like our own, capable of great compassion and great violence. For in our quest to protect the humans, a deeper revelation dawns. Our worlds have met before.
  • Autobots! I’m in pursuit!
  • Fate rarely calls upon us at a moment of our choosing.
  • Let’s roll.
  • [after his resurrection, to Sam] Boy, you returned for me!
  • I rise! You fall!
  • [Closing line] Our races united by a history long forgotten and a future we shall face together. I am Optimus Prime, and I send this message so that our past will always be remembered: for in those memories, we live on.


  • My ancestors have been here for centuries. My father was a wheel! The first wheel! And do you know what he transformed into? Nothing!! But he did it with honor! Dignity, damn it!
  • [after being told the name of planet he is on] Earth? Terrible name for a planet. Might as well call it Dirt. "Planet Dirt".
  • [when walking in the air graveyard at the air museum] Itchy, wretched, rust in my ARSE!
  • All my Decepticon life, I never did a thing worth doing until now. Optimus, take my parts, and you will have a power you’ve never known. Fulfill your destiny. [Tears out his spark and dies]

Seymour Simmons[edit]

  • What you're about to see is top-secret. Don't tell my mother.
  • I've spent my whole adult life, combing the planet for aliens, and you're carrying one around in your purse like a little chihuahua.
  • Let's not get episodic, okay, old timer? Beginning. Middle. End. Facts. Details. Condense. Plot. Tell it.
  • I am directly below (pauses, looks up) the enemy's scrotum.
  • Guess it's up to me. One man, betrayed by the country he loves, now it's only hope in its final hour of need.
  • My god, they built the pyramid around the machine. They turn that machine more sun. Not on my watch. [Starts climbing the pyramid] Not...on my watch!
  • [Climbing the pyramid] Keep going...fifteen rounds of fighting, come on!
  • [After Devastator was destroyed by the railgun] Yeah! YEAH!!!!

The Fallen[edit]

  • Revenge…is mine!
  • My Matrix
  • Now I claim your sun!
  • [Worldwide speech] Citizens of the human hive, your leaders have withheld the truth. You are not alone in this universe. We have lived among you, hidden, but no more. As you’ve seen, we can destroy your cities at will, unless you turn over this boy. [Images of Sam comes up] If you resist us, we will destroy the world as you know it.
  • This planet will be dark forever.


  • The Primes: You have fought for Optimus, our last descendant, with courage and with sacrifice, the virtues of a leader, a leader worthy of our secret. The Matrix of Leadership is not found. It is earned. Return now to Optimus. Merge the Matrix with his spark. It is, and always has been, your destiny.
  • Ironhide: He’s here. I smell him.
  • Sideswipe: Damn, I’m good!
  • Epps: [After watching Optimus transform] You gotta wonder, if God made us in his image, who made him?


Judy Witwicky: I have a bald spot. From a waffle iron! When you go, he goes! I cannot live with a psychotic alien in my garage!
Ron Witwicky: Judy, ssh! National Security...look, if we stay quiet, they're gonna take care of everything. Just consider this the official start of our remodel...okay?
Judy Witwicky: Fine, if the government's paying, I want a pool and a hot tub, and I'm gonna skinny-dip and you can't say shit about it!

Director Galloway: So, let me ask, if we ultimately conclude that our national security is best served by denying you further asylum on our planet, will you leave peacefully?
Optimus: Freedom is your right. If you make that request, we will honor it. But, before your President decides, please ask him this. What if we leave… and you’re wrong?
Lennox: That’s a good question.

Megatron: Starscream, I'm home.
Starscream: Lord Megatron, I was so relieved to hear of your resurrection.
Megatron: You left me to die on that pathetic insect planet!
Starscream: Only to help spawn our new army. The Fallen decries it. After all in your absence, someone has to take command.
Megatron: [slams Starscream against the wall] So disappointing.
Starscream: [choking] Hatchlings, hatchlings! Careful, fragile.
Megatron: Even in death there is no command but mine. My master, I failed you on Earth. The Allspark is destroyed and without it, our race will perish.
The Fallen: Oh, you have much to learn, my disciple. The Cube was merely a vessel. Its power, its knowledge can never be destroyed. It can only...transform.
Megatron: How is that possible...?
The Fallen: It has been absorbed by the human child. The key to saving our race now lies within his mind.
Megatron: Well, then, let me strip the very flesh from his body.
The Fallen: And you will, my apprentice, in time. For a millenia I have dreamt of my return to that wretched planet, where I too was once betrayed by the Primes I called my brothers. Only a Prime can defeat me and now only one remains.
Megatron: Optimus, he protects the boy.
The Fallen: Then the boy will lead us to him and revenge will be ours.
Megatron: Yes.
Starscream: The boy will not escape us. We have him in our sights. But without more Energon the hatchlings will keep dying.

Optimus Prime: Hide, Sam! [hits Megatron] Weak! Puny! Waste of metal! Junkyard crap!
Megatron: Decepticons! [calls Grindor and Starscream] Is the future of our race not worth a single human life?
Optimus Prime: You'll never stop at one. I'LL TAKE YOU ALL ON! [charges the three Decepticons, then jumps on top of Grindor and rips his head apart with his Energon hooks, killing Grindor] Piece of tin.

[After killing Optimus, Starscream and Megatron meet on top of a building; Starscream is holding his severed arm]
Megatron: That went well.
Starscream: We’ve...lost the boy, Master. The Autobots must be shielding their signals.
Megatron: [Frustrated] I can't even rely on you...
Starscream: Sorry, no!
Megatron: [Grabs and slams Starscream onto the building] swat a simple insect! [Kicks Starscream and edges him over to the side of the building]
Starscream: One insect among seven billion!
Megatron: Shut up!
Starscream: He could be anywhere.
Megatron: Then we will force them to find them for us! It’s time for the world to know of our presence. No more disguises, no mercy! The time has come for my master’s arrival.
Soundwave: [in space] Decepticons, mobilize. It is time.

Jetfire: What planet am I on?
Sam Witwicky: Earth.
Jetfire: "Earth?" Terrible name for a planet. Might as well call it "Dirt". "Planet Dirt." Tell me, is that robot civil war still going on? Who's winning?
Sam Witwicky: The Decepticons.
Jetfire: Well, I changed sides to the Autobots.
Sam Witwicky: What do you mean changed sides?
Jetfire: It's a choice. It's an intensely personal decision. So much negativity... who wants to live a life full of hate.

Starscream: Master, sorry to be the bearer of bad news, but the soldiers brought the body of Prime.
Megatron: The boy must have the Matrix. We can not let him reach Optimus. Decepticons! Begin our assault!

[As the Constructicons surround them]
Simmons: You ever see that film Gunfight at the O.K. Corral? With Burt Lancaster and Kirk Douglas?
Leo: No, why?
Simmons: Looks like we’re right in the middle of it.
Leo: Is that good?
Simmons: A lot of people died.

Sam: You’ve got to get in the car and get to safety.
Ron: No, this isn’t up for discussion! You’re my son! You’re my son!
Sam: I know. Dad-
Ron: We all go together!
Sam: Listen-
Ron: We’re all going together!
Sam: Dad, stop, okay? Get in the car. He’s gonna get you to safety. You know, you run. You don’t stop, you don’t hide, you run. You hear what I’m saying, okay? I’ll find you when you’re safe.
Ron: No.
Sam: You’ve got to let me go, Dad. You have to let me go. You have to.
Judy: Ron. Ron. Ron, let him go.
Ron: You come back! Come on.
Judy: Ron! Mikaela! Mikaela!
Sam: Go with my parents.
Mikaela: I’m not gonna go without you.

Sergeant Epps: I hope those F-16s have good aim.
Major Lennox: Why?
Sergeant Epps: I told them to hit the orange smoke.
[Lennox looks over to a smoke canister that is pouring orange smoke into the sky almost directly next to them]
Major Lennox: That smoke?
Sergeant Epps: It wasn't one of my best tosses, okay?
Major Lennox: Alright...
Both: [to Sam and Mikaela, who are crouching next to them] RUN!

[After the Fallen is killed…]
Megatron: No... No!
Starstream: Not to call you a coward, Master, but sometimes cowards do survive. [Flies away]
Megatron: This isn’t over. [Follows Starscream]

Mikaela: It took all this for you to tell me that you love me.
Sam: You said it first.

Optimus: Thank you, Sam, for saving my life.
Sam: Welcome. Thank you for believing in me.



See also[edit]

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