An ancient Decepticon named the Fallen (voiced by Tony Todd) seeks revenge on Earth and intends to find and activate a machine that would destroy the Sun and all life in the process.

In the present day, two years after the battle of Mission City,[a] the Autobots and the humans have formed NEST (Non-biological Extraterrestrial Species Treaty), a classified joint task force to eliminate the remaining Decepticons.

Meanwhile, the Decepticon Soundwave hacks a military satellite to track and steal the last known piece of the AllSpark shard from a U.S Navy base in Diego Garcia.

The Constructicons combine to form Devastator, who reveal the star harvester hidden inside a pyramid before he is destroyed by the Navy’s railgun, as U.S. military reinforcements arrive.

[11] Screenwriters Roberto Orci and Alex Kurtzman, who had written the first film, originally passed on the opportunity to write a sequel due to schedule conflicts.

[19] Orci added he wanted to "modulate" the humor more,[20] and felt he managed the more "outrageous" jokes by balancing them with a more serious plot approach to the Transformers' mythology.

"[23] Two elements were added late into the film: the Autobot Jolt—as General Motors wanted to advertise the Chevrolet Volt—and the railgun that kills Devastator, a new acquisition by the United States military.

[28] Producer Lorenzo di Bonaventura later stated the studio proposed filming two sequels simultaneously, but he and Bay agreed that the idea was not the right direction for the series.

[38] Bay also claimed he faked the leaking of daily call sheets from the first week of filming, that revealed Ramón Rodríguez's casting,[39] and the appearance of Jetfire and the twins.

[45] The crew moved to Philadelphia on June 9, where they shot at a defunct PECO Richmond power station, the University of Pennsylvania, Drexel University, the Eastern State Penitentiary, Laurel Hill Cemetery, Philadelphia City Hall, Rittenhouse Square, Wanamaker's, and historic Chancellor Street, which represents a street near Place de la Concorde in Paris.

However, neither the University of Pennsylvania nor Princeton gave Bay permission to be named in the film because of a scene that both institutions felt "did not represent the school" in which Sam's mother ingests marijuana-laced brownies.

[49] Bay scheduled a break for filming beginning on June 30, turning his attention to animation and second unit scenes because of the potential guild strike.

[26] 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).

[26] Bay stated he found the climax of the first film to be weak, partly because it was shot across five different city blocks, making the action confusing and hard to follow.

[56] Four days were then spent in Jordan; the Royal Jordanian Air Force aided in filming at Petra, Wadi Rum and Salt because King Abdullah II is a big fan of science fiction movies.

[64] Farrar said the animators implemented more "splashes and the hits and the fighting on dirt or moving, banging into trees, [...] things splinter and break, [the robots] spit, they outgas, they sweat, they snort."

[64] Orci hinted the majority of the Decepticons were entirely computer-generated in both robot and alternate modes, making it easier to write additional scenes for them in post-production.

[78] The second wave came in August 2009, which introduced toys such as 2¼-inch human action figures that fit inside the transforming robots, and non-transforming replicas of the cars that can be used on a race track.

Product placement partners on the film include Burger King, 7-Eleven, LG Phones, Kmart, Papa John's, Walmart, YouTube, Nike, Inc., M&M's, and Snickers.

General Motors' financial troubles limited its involvement in promotion of the sequel, although Paramount acknowledged that with or without GM, their marketing campaign was still very large and had the foundation of the 2007 film's success.

[84] Chris Mowry and artist Alex Milne, who had collaborated on The Reign of Starscream comic book, reunited for IDW Publishing's prequel to the film.

Linkin Park held a special show after the premiere at the Fox Theater, Westwood Village on June 22, during which they performed "New Divide" live for the first time.

[104] Michael Bay has revealed that the Blu-ray release of the film, produced by Charles de Lauzirika, features variable aspect ratio for the scenes shot in IMAX format.

Both two-disc editions are the first to include Paramount's Augmented Reality feature, which allows the user to handle a 3-D model of Optimus Prime on a computer by moving the package in front of a webcam.

The site's critical consensus reads, "Transformers: Revenge of the Fallen is a noisy, underplotted, and overlong special effects extravaganza that lacks a human touch.

[126] According to The Washington Post, Revenge of the Fallen was Bay's worst-reviewed film at the time of release, faring even worse than Pearl Harbor (2001).

[128] Roger Ebert, who had given the 2007 film three stars,[129] gave the sequel only one, calling it "...a horrible experience of unbearable length", a phrase which later became the title of his third bad-movie-reviews collection.

Later in his review, Ebert discouraged movie-goers from seeing the film by saying "If you want to save yourself the ticket price, go into the kitchen, cue up a male choir singing the music of hell, and get a kid to start banging pots and pans together.

[citation needed] Rolling Stone critic Peter Travers called it "beyond bad, it carves out its own category of godawfulness" and did not give the film any stars, considering that "Revenge of the Fallen has a shot at the title 'Worst Movie of the Decade'.

[133] Among positive reviews, Amy Biancolli of the Houston Chronicle called it "a well-oiled, loudly revving summer action vehicle that does all that's required, and then some",[134] Jordan Mintzer from Variety said it "takes the franchise to a vastly superior level of artificial intelligence",[135] and Owen Gleiberman of Entertainment Weekly wrote that "Revenge of the Fallen may be a massive overdose of popcorn greased with motor oil.