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Transformers: Revenge of the Fallen, also known as Transformers 2, is a 2009 British-American science fiction action film directed by Michael Bay and executive produced by Steven Spielberg. It is a sequel to the 2007 film Transformers and the second installment in the live-action Transformers film series taking place two years after its predecessor.

The plot revolves around Sam Witwicky, who is caught in the war between two factions of alien robots, the Autobots, lead by Optimus Prime and the Decepticons, lead by Megatron. Sam is having strange visions of Cybertronian symbols, and being hunted by the Decepticons under the orders of an ancient Decepticon named The Fallen, who seeks to get revenge on Earth by finding and activating a machine that would provide the Decepticons with an energon source, destroying the sun and all life on Earth in the process.

This is the first film to feature the largest cast and Transformers, including the Constructicons for the first time in the series. Returning Transformers include Optimus Prime, Bumblebee, Ironhide, Ratchet, Megatron, Starscream, Bonecrusher and Scorponok. With deadlines jeopardized by possible strikes by the Directors Guild of America and the Screen Actors Guild, Bay managed to finish the production on time with the help of previsualization and a scriptment by his writers Roberto Orci, Alex Kurtzman, and series newcomer Ehren Kruger. Shooting took place from May to November 2008, with locations in Egypt, Jordan, Pennsylvania, New Jersey, and California, as well as air bases in New Mexico and Arizona. Revenge of the Fallen was released on June 19, 2009 in the United Kingdom and on June 24, 2009 in the United States. The film grossed a total of $402.1 million in North America and $434.2 million in other territories, for a total of $836.3 million worldwide. It was the second highest-grossing film of 2009 in North America, 23rd domestically, the 84th highest-grossing film of all time and fourth highest of the year worldwide. With over 11 million home media sales in 2009, it was also the top-selling film of the year in the United States.

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