Michael Bay’s 2009 sequel is a chaotic mess of metal. It’s loud. It’s expensive. Honestly, it’s a miracle the movie even exists considering the 2007–2008 Writers Guild of America strike nearly derailed the entire production. But when people talk about revenge of the fallen characters, they aren’t usually talking about the script's structural flaws or the frenetic editing. They’re talking about the sheer, overwhelming number of robots crammed into every frame.
It was a massive leap from the first film. We went from a manageable dozen Transformers to a roster that technically exceeds 40 unique designs, depending on how you count the background drones. Some of these designs are legendary. Others? Well, they’re the reason why some fans still cringe when they see a green Chevrolet Beat or a red Chevy Trax.
The scale was the selling point. ILM (Industrial Light & Magic) pushed their servers to the absolute breaking point to render Devastator. If you ever want to see what CGI-induced stress looks like, go back and watch the scenes in Egypt. The complexity of those character models was unprecedented for the time.
The Big Bad and the Fallen Himself
The titular character, The Fallen, is a weird one. He’s essentially the Judas of the Transformers mythos. Voiced by Tony Todd—who brings that incredible, gravelly menace—The Fallen is one of the original Seven Primes. He’s ancient. He’s lanky. He looks less like a truck and more like a metallic skeleton that’s been on a diet.
His backstory in the film is actually a bit thin compared to the IDW comics or the Defiance prequel series. In the movie, he’s just a guy who wants to turn off the sun. Why? Because he hates humans. It’s a classic "ancient evil returns" trope, but his design was a radical departure from the blocky G1 (Generation 1) aesthetic fans grew up with. He’s got this flickering, fiery internal glow that suggests he’s literally burning from within.
Then you have Megatron. He’s back, but he’s different. He’s a "tank" now, though a flight-capable one. After being resurrected with a shard of the AllSpark and some spare parts from a poor Scrapper-model Constructicon, he’s visibly asymmetrical. One arm is a massive claw; the other is a cannon. He’s also subservient to The Fallen, which was a huge shock to people who saw Megatron as the ultimate Alpha. Seeing him call someone "Master" felt wrong. It changed the power dynamic of the Decepticons entirely.
Optimus Prime: The Murder Machine
People often joke that the version of Optimus Prime we see here is a bit... intense. He’s not just defending Earth; he’s ripping faces off. The forest fight is arguably the peak of the entire live-action franchise. It’s one against three. Optimus holds his own against Megatron, Starscream, and Grindor (who looks exactly like Blackout from the first movie, a point of constant confusion for casual viewers).
In this film, Optimus becomes a bit of a "super-character" by the end. When he merges with the parts of Jetfire, he basically becomes a god. That combination—Jetpower Optimus Prime—is a visual feast of afterburners and heavy artillery. It’s the ultimate "cool toy" moment, even if it only lasts for about five minutes of screen time.
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The Constructicon Headache
If you want to start an argument in a Transformers forum, just ask how many Constructicons are actually in the movie. It’s a disaster of continuity. You see Rampage (the red bulldozer) in one scene, then you see a yellow version of him later. You see Long Haul fighting in the desert while another version of him is simultaneously forming the leg of Devastator.
Devastator himself is a technical marvel. He’s made of several distinct vehicles:
- Scavenger (the massive red O&K Terex RH400 excavator)
- Hightower (the yellow Kobelco crane)
- Long Haul (the green Caterpillar 773B dump truck)
- Mixmaster (the silver Mack concrete mixer)
- Rampage (the red Caterpillar D9 bulldozer)
- Overload (the red articulated dump truck)
- Scrapper (the yellow Caterpillar 992G scoop loader)
The sheer size of Devastator was meant to be the movie’s "wow" factor. However, he famously gets taken out by a railgun shot from a Navy destroyer. It’s a bit of an anticlimax for a character that took up so much of the CGI budget. Fans were divided. Some loved the animalistic, gorilla-like posture. Others missed the humanoid giant from the cartoons.
The Controversial Twins and the "New" Faces
We have to talk about Skids and Mudflap. There’s no getting around it. These revenge of the fallen characters are the most polarizing figures in the entire five-movie "Bayverse" run. Intended as comic relief, their designs—with mismatched eyes and gold teeth—and their dialogue led to heavy criticism. They were supposed to represent "young, wannabe" personalities, but many viewers found the execution offensive or just plain annoying.
Interestingly, they were originally supposed to appear in the third movie, Dark of the Moon, but were cut (though they appear in the comic adaptation and as background vehicles). Their absence in later films is a direct response to the backlash.
On the flip side, we got Sideswipe.
Sideswipe is cool. Period.
He’s a silver Corvette Stingray concept with wheels for feet. He skates around the battlefield like a deadly rollerblader. His "Damn, I'm good" line after slicing Sideways in half in the opening Shanghai sequence is peak Michael Bay. He represented a shift toward more sleek, athletic robot designs that felt faster than the bulky bots from 2007.
The Seekers and Jetfire
Jetfire provides the heart of the movie, oddly enough. He’s an ancient Decepticon who decided to switch sides because he got tired of the "war and destruction" bit. He’s a Blackbird SR-71, which is arguably the coolest plane ever built. The way he walks with a cane—which is actually his landing gear—is a clever bit of character engineering.
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His sacrifice is the emotional pivot of the finale. He literally rips out his own spark to give Optimus the parts he needs to win. It’s surprisingly grim when you think about it.
Alice and the Pretender Problem
One of the weirdest additions to the roster was Alice. She’s a "Pretender." In Transformers lore, Pretenders are robots that can disguise themselves as organic beings. In the movie, she’s a college student played by Isabel Lucas who tries to seduce Sam Witwicky.
It was a bold move. It shifted the movie into a brief horror-comedy vibe. When her tongue turns into a mechanical probe and she starts swinging a metal tail, it’s genuinely creepy. However, the concept of human-looking Transformers wasn't really explored again in the sequels, making her feel like a bizarre, one-off experiment in the franchise's evolution.
Why the Characters Feel Different This Time
The 2009 film leaned heavily into the "Beast" aesthetic. Look at Ravage. Instead of a tape deck, he’s a mechanical cyclops cat that gets launched from Soundwave in orbit. Soundwave himself never even hits the ground in this movie; he stays in space as a satellite, hacking into military networks.
This version of Soundwave is actually quite brilliant. He’s the ultimate "eye in the sky." By making him a satellite, the filmmakers captured his role as a communications officer without needing to explain why a giant robot would turn into a handheld 1980s cassette player. It felt grounded, or as grounded as a movie about giant space robots can feel.
The Decepticon Mob
Most of the Decepticons in this film are just fodder. You have the "Kitchenbots"—appliances that come to life in Sam’s house. You have Scalpel, the tiny "Doctor" bot with a German accent who wants to remove Sam’s brain. Then there’s Reedman, a razor-thin creature made of thousands of tiny beads (Microcons).
These aren't characters with arcs. They are obstacles. This is the biggest critique of the revenge of the fallen characters: there are so many of them that almost none of them get a chance to breathe. We barely learn anything about Arcee and her sisters (Chromia and Elita-1) before they’re seemingly blown up in the desert. They were unique—three robots controlled by one mind—but they were treated as background noise.
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The Legacy of the 2009 Roster
Despite the narrative mess, the character designs from this era of Transformers are some of the most detailed ever put to film. The "Bayformers" look is defined by thousands of moving parts, and this movie was the peak of that philosophy.
If you're looking to dive deeper into these characters, don't just stick to the movie. The tie-in materials actually fix a lot of the plot holes.
- The Reign of Starscream comic series explains what happened between the movies.
- The Alliance comic shows how the Autobots and the military (NEST) started working together.
- Transformers: War for Cybertron (the game) and its sequels provide a much better look at the "ancient" history mentioned by The Fallen.
Actionable Insights for Fans and Collectors
If you're a fan of these specific designs, the Studio Series toy line is your best friend. For years, the original 2009 toys were criticized for being inaccurate or too difficult to transform. The modern Studio Series line uses the actual CAD files from the movie to create figures that look exactly like the on-screen models.
The "Leader Class" Optimus Prime from the original 2009 toy line is still considered one of the best engineering feats in toy history, but the newer versions are much easier to display.
Also, pay attention to the background of the Smithsonian scene. The vehicles parked there aren't just random; many were intended to be other "Seekers" (ancient Transformers) that stayed hidden on Earth. The lore is there, even if the movie didn't have the time—or the script—to explain it all.
Ultimately, the characters in this film represent a specific moment in cinema: the transition into "mega-spectacle." They are over-designed, hyper-detailed, and often confusing, but they possess a physical presence that still holds up nearly two decades later. Whether you love the "face-ripping" Optimus or hate the Twins, you can't deny that the visual ambition was off the charts.