What Went Wrong With Transformers: Revenge Of The Fallen, According To The Cast & Crew

Michael Bay's "Transformers" sequels were critical punching bags — the only one to get above a 30% on Rotten Tomatoes was the third film, "Dark of the Moon." That can make it hard to remember that the 2007 original actually got some of the better reviews of Bay's career. Critics weren't exactly raving about it, granted, but its middling, just barely failing 57% on Rotten Tomatoes looks like a golden crown compared to the sequels' scores.

Between 2007 to 2009, "Transformers" was largely considered a perfectly harmless blockbuster. It was the second film, the panned "Revenge of the Fallen," that earned the series its bad reputation. I quite like the comparison by interview reviewer SFDebris: "Transformers" is a mindless action movie while "Revenge of the Fallen" is a stupid action movie.

The sequel doubled down on all the worst elements of the original: crass frat-boy humor, indecipherable robot designs, headache-inducing action, and ill-conceived world-building. The first film had a touch of sentimentality (it was about "a boy and his car"), but this time, producer Steven Spielberg's fingerprints were melted away in an explosion of Bayhem. "Revenge of the Fallen" was also in production during the 2007-2008 Writers' Guild of America (WGA) strike — and rather than taking a pause, production barreled ahead towards disaster.

Even Bay himself doesn't like "Revenge of the Fallen." To his credit, Bay doesn't try to deny his role in making the film what it was — he's cited the Writer's Strike as an explanation, not an excuse.

"The writers' strike was coming hard and fast. It was just terrible to do a movie where you've got to have a story in three weeks. I was prepping a movie for months where I only had 14 pages of some idea of what the movie was. It's a BS way to make a movie, do you know what I'm saying?"

Bay also argues the rush job on the story is the reason for the film's questionable turn into mysticism. Take for instance, the scene where Sam (Shia LaBeouf) dies while carrying the Autobot Matrix of Leadership, goes to Transformer Heaven, and then is brought back to life by the Primes of old. In a behind-the-scenes doc on "Dark of the Moon," many of the cast and crew discussed the failings of the preceding film. Bay again cited the strike, but screenwriter Ehren Kruger felt the problems were deeper:

"I think that movie came out of criticism of the first that, 'Wow these robots are so amazing, and what you can do with the effects was so amazing, we wanted to see so much more of that.' And so I think the design of 'Revenge of the Fallen' became about spectacle first as opposed to starting with a stronger narrative throughline and finding the action scenes that would fit that."

LaBeouf concurred with Kruger's assessment that "Revenge of the Fallen" was chasing the wrong ideas, saying:

"The second movie was just sort of, like a lot of second movies, it's an introduction of new characters, you know, how do we keep this exciting, how do we keep the discovery? New people. New faces. But we overdid that, and I think there were too many new characters to pay off and we didn't have the time."

The new faces that "Revenge of the Fallen" introduced? Not everyone liked them either. For instance, there were the Autobot Twins, Skids (Tom Kenny) & Mudflap (Reno Wilson), who behave like wannabe gangsters and were criticized as racist caricatures of young Black men. Comparisons were made between the Twins and Jar-Jar Binks, both in how unfunny their comic relief was and the racist connotations of their characterization.

As for The Fallen, Megatron's secret master and the film's eponymous villain? Bay called him "kind of a s*** character." His backstory is told to the audience; he's an ancient Transformer who, in prehistory, wanted to harvest Earth's sun for Energon, humans be damned. His brothers, the original Primes, stopped him, but now he wants to do finish what he started. But he's only in about 10 minutes of the movie — inexcusable with how bloated it is — and so the audience never understands him or is as scared of him as they should be. Worse, he was a waste of voice actor Tony Todd, who at least earned a "Transformers" redemption as the conflicted Decepticon Dreadwing on "Transformers: Prime."

It seems that the villain of "Revenge of the Fallen" was a fill-in that, owing to the writers' strike, never became more than a vague bullet point.

In the aforementioned making-of doc, producer Ian Bryce says "Dark of the Moon" was developed specifically to win back audiences after "Revenge of the Fallen," explaining:

"I think the reaction to the second movie played a large part in the development of the third movie. Michael was very aware, as was the studio in Lorenzo [di Bonaventura], everyone was aware that the reaction to number two was not as favorable as it had been to number one."

The third film, "Dark of the Moon," does have probably the most comprehensible story of the sequels, walking over a low bar that the other films slam into. It also has the series' best villain, Sentinel Prime (Leonard Nimoy), Optimus Prime's former mentor turned evil. Sentinel boasts an excellent character design, a surprisingly committed performance from Nimoy, and a concrete motive: he wants to revitalize Cybertron, the homeworld of the Transformers, and thinks it can only be accomplished by subjugating and strip-mining Earth.

Bay's excesses are still there though, from the worship of the U.S. military to the shockingly cruel "heroes." The runtime is still far too long and the comedy is no less overbearing, though John Malkovich and Alan Tudyk are at least step-ups from Ramón Rodríguez and racist robots.

"Revenge of the Fallen" proves that shockingly, big-budget movies need human writers with time and resources — writers are once more on strike because producers have to be taught this lesson again. "Dark of the Moon," on the other hand, shows that whether a script is polished or not, you can't take the Michael Bay out of a Michael Bay movie.