Cosbydaf Revenge of the Fallen Re-write.

For this hypothetical, we’ll say that Transformers 2007 happened exactly the way it did in real life.
Changes begin with ROTF, which I will refer to as NewROTF to distinguish it.


All the cringe inducing fratboy comedy garbage is gone. A few jokes are okay, but trying way too hard to be funny and failing is one of the film’s most grievous problems. NewROTF’s consistent tone is that of a sci-fi adventure story with an ominous tthreat of the Decepticon invasion hanging over humanity.

Sam Witwicky’s character is greatly altered. He’s made much more humble and considerate, only refers to Bumblebee as “his car” when trying to hide his true nature. TF2007 Sam is an awkward dweeb who gets thrown into an extremely high stakes situation by circumstance, so work with that.
His behavior in the original film is rationalized as that of a boy trying to act tough and witty around others in an attempt to impress them, which has an unintended side effect of making him look dumber than he actually is.

Show how he’s constantly observed and interfered with by the government to keep the secret of the Transformers from getting out. They pay for his college and offer protection to his family, but Sam is being railroaded into a career path just to keep him quiet. He harbors no resentment towards the Autobots at all, but feels uneasy about the notion that any former dreams he had about his own life have now been thrown away. Sam does not have his own Allspark shard, and Wheelie does not appear.

He confides in Mikaela and Bumblebee, who has become a close friend to them both. Mikaela has been given a similar deal to Sam, her criminal record being expunged in exchange for a non-disclosure agreement, but her life is also being interfered with. Bumblebee’s voice has been fixed by Ratchet (for good this time), but you still get a sense of lingering trauma, that he doesn’t feel as capable as the other Autobots. This allows him to form a deeper bond with Sam.

We spend more time with NEST and seeing how they interact with Autobots. Optimus is established as a legendary leader who’s wisdom earns him the respect of those working with him. One exception being the National Security Adviser Galloway. In NewROTF, Galloway is made into a much more sinister character, similar in vein to AOE’s Attinger. He doesn’t trust any aliens, and in private makes remarks suggesting his willingness to have Sam and Mikaela assassinated to prevent them from ever revealing their secret. The Mission City incident is covered up as experimental military mechs having gone haywire.

The Sun Harvester and the Ancient Primes arriving on Egypt is cut from the movie entirely. The “ancient history of the Transformers” silliness began with this movie, and is one of the worst aspects of the Bayverse. As soon as a weapon is mentioned that can kill off humanity at the press of a button, tension is gone because you know they’ll never go through with it. Instead the movie opens with a narration by Optimus about The Fallen, one of the original Primes who went rogue, declared that Cybertronians were the ultimate life form and that they alone should have dominion over the entire universe, enslaving and slaughtering other beings, and taking whatever they want for themselves. This established him as the original Decepticon, and the core value around which that faction operates.

Next scene is the Shanghai confrontation. NewROTF has no Constructicon clones. Demolishor and Sideways are replaced by G1 Micromaster inspired characters Growl and Motorhead, the latter of which retains the Audi car, but gains purple accents in robot mode. The fight plays out differently, with Growl and Motorhead attempting to avoid being seen by civilians. Instead of a highway chase, the battle is more of a shootout in the run-down side of the city.

Optimus and Ironhide confront the heavily armed Growl, while new Autobots Arcee and Sideswipe pursue the agile Motorhead, with their NEST allies in tow. The two Decepticons make their hostile nature known, as their weaponry causes heavy damage to the surrounding area in their attempt to escape. The pair are slain, Growl makes a threatening remark about The Fallen rising again. Optimus wants to take him alive for interrogation, but Growl blows himself up, forcing Ironhide to tackle Optimus out of the way. Unbeknownst to the heroes, Growl and Motorhead had already succeeded in their mission – relaying information to Soundwave.

Galloway is pressuring Optimus and the Autobots to leave, noting that Megatron is dead, the few Decepticons they encounter are minor threats, and low-key bragging about the military’s ability to deal with Decepticons on their own. Ironhide, his pride bruised, takes quick offense to this and is about to give him a fervent talking to, but is prevented by Optimus. Optimus appeals to Galloway that the threat may not be over, informing him about The Fallen. Galloway delivers a snide rebuttal along the lines of “How convenient, suddenly you decide to mention there’s a bigger, more evil threat hiding in the shadows. And where is this Fallen now?”

Optimus, with a slight tinge of shame, admits that The Fallen has not been seen or heard from in thousands of years, and that he can’t even verify if he’s still alive. Galloway makes his comments that the Decepticons are here solely to pursue the Autobots, and their continued presence on Earth only puts humanity in danger. Optimus makes a similar statement to the original film about “What if we leave and you’re wrong?”

Above the Earth, the Decepticon Communications Officer Soundwave has made his arrival. He is a cybertronian satellite like in the original, and performs the same action of hacking an Earth satellite to obtain information. The plot with the Allspark shard happens similarly to what’s in the original film, but there’s no Reedman. Ravage just gets it himself. We learn Soundwave has been attempting to make contact with Starscream, his calls having gone unanswered.  Ravage collects the shard and converges with Starscream and the recently arrived Constructions to retrieve Megatron’s body. While flying in jet mode, we hear Starscream furiously complaining to himself about this mission, that his golden opportunity of becoming Decepticon leader has been ruined. In the Abyss, Soundwave having finally established radio contact with Starscream, makes a remark that he will accompany them to The Fallen to ensure no “unfortunate incidents” occur along the way.


The Decepticons load the remains of Megatron, Brawl, Blackout, and Bonecrusher onboard a small spacecraft known as The Styx, and they depart from Earth. When we next see them, they have arrived at the crash site of the Nemesis, a formerly prized warship now in a state of dereliction on Enceladus, an icy moon of Saturn. The ships’ interior is altered a bit with a purple tinge and a greater resemblance to the G1 ship, to make it more obvious what it’s intended to be.  The Fallen sits in the Nemesis’ command chair, attached to the ceiling via wires suggesting he’s drawing energy from the ship’s power reserves. There are no dying “hatchlings.” The Fallen berates Starscream for his failure to communicate the situation to himself and Soundwave, and Starscream promptly grovels and makes excuses. The Constructicons laugh at this and make jokes at his expense. The Fallen tells them to get to work reconstructing Megatron. When the new body is complete, Soundwave delivers the Allspark shark to The Fallen, who channels an ethereal power to resurrect Megatron, an enormous flow of energy causing all the lights and onboard systems of the Nemesis to glow intermittently.



As Megatron reawakens, flashes of his former life surge through his mind. Being rejected the status of Prime by Alpha Trion, his horror at the Allspark being launched into space, Finally locating it again, only to be trapped in stasis lock by the extreme cold. Defeating Optimus, only to be killed in a cheap shot by a loathsome human. But that’s not all – entirely new knowledge is conferred to him, pertaining to the Allspark and the origins of his race.

Upon seeing The Fallen, he kneels and bemoans his failure on Earth, and the loss of the Allspark. The Fallen tells him that upon absorbing it into himself, he now possesses it’s knowledge. Megatron has learned that it’s possible to recreate the Allspark with it’s power intact, but to do so will require an enormous amount of energon. Fortunately, the Earth has resources in abundance that can be converted into the substance. They’ll need to exterminate the pesky natives in order to harvest the materials needed, which Megatron is only too happy to do. Grindor is introduced aboard the Nemesis, insisting that he partake in the mission, wanting to avenge his beloved twin brother Blackout.

The Fallen’s energy is greatly drained by resurrecting Megatron, forcing him to remain behind, so Megatron again commands the Decepticon army under his direction. In order to exterminate humanity, the Autobots must be dealt with, and there is one other pressing issue The Fallen wants solved. A traitor by the name of Jetfire, who stole the Matrix of Leadership from him long ago. They’ve located him within this solar system, clearly he’s responding to the signal sent by Optimus at the end of TF2007. The Fallen wants both Optimus and Jetfire slain, and the Matrix retrieved. Megatron says it will be done, and the Decepticons return to Earth aboard The Styx.


We get some downtime with Sam at college. He tries to make small talk, but finds difficulty making a good impression. He’s not able to talk about anything pertaining to the Transformers, but given how hugely they’ve affected his life, he’s left not knowing what else to bring up. He feels as if there’s nothing special about him besides that. His roommate Leo, is still a nerdy character with an alien fixation. We learn that he’s actually seen a Transformer in the past(hinted to be Cosmos), and desperately wants to know more about them. Sam feigns ignorance and skepticism to keep his secret, though he’d like to let him in on the secret and have something to bond with a new friend over. Mikaela comes over to spend some time with Sam. Alice the Pretender does not happen, she’s not necessary and her existence raises too many questions with no answers. Too much like a Terminator anyway.


Bumblebee, ordered by Optimus Prime, takes Sam and Mikaela to a private area to have a conversation. As NEST is a government organization and have to follow orders, Optimus wants Sam and Mikaela to talk with government officials on their behalf. Instead of coming across like a petulant asshole, Sam instead confides to Optimus that he’s not equipped to handle this situation, but he will try his best if he has to. Mikaela doesn’t really know what to do either – she’s never liked bureaucrats or public speaking. Noting their hesitation, Optimus tells them a little story about his former life, as Orion Pax. Back then, he would never be able to imagine the responsibilities he deals with today. The “Fate rarely calls upon us at a moment of our choosing” quote happens here.

Sam, Mikaela and Bumblebee head back to campus, only to face a very unwelcome reunion with Barricade. We learn that Barricade has been secretly hunting Sam and Bumblebee ever since the ending of TF2007. A vehicle battle with Stealth Force weaponry happens as Barricade chases them off their route towards an abandoned warehouse where Grindor, Megatron, and Starscream await. Bumblebee fights bravely, but is overpowered and paralyzed by a blast from Starscream’s new Null Ray weapons.


Sam is horrified to see the newly resurrected Megatron, who torments him with electrical shocks. Megatron gloats about how he’s going to enjoy torturing these humans to death for what they did to him. Grindor, placing a hand on Megatron’s shoulder reminds him that they need the humans alive for their plan, and Megatron relents. The humans and Bumblebee serve as bait for Optimus, who quickly comes to their rescue. Barricade is ordered to stand guard at the warehouse. The Forest Battle occurs similarly to the original film, although things are far more difficult for Optimus.

Before the fight begins in earnest, Megatron reveals some of his newly-gained knowledge, and that if the Autobots join together with the Decepticons, they can rebuild the Allspark within years after defeating humanity. Gathering the necessary energon otherwise could instead take centuries.

“Is the future of our race not worth a single world of organic pests?”
“You’ll never stop at one.”

On refusing the offer, Optimus gets hit by Starscream’s Null Ray, but it doesn’t have as severe an effect given his greater mass. We see that Megatron is more ferocious than before, Optimus is on the defensive for this entire battle, he dodges and weaves causing the Decepticons to mistakenly hit one another. Optimus uses Grindor’s weight against him, dodging the brute’s strikes and delivers a sword slash that decapitates him.  He then foils an attack from behind by Starscream, cuts off one of his arms. He then retreats. Now it’s 1v1 against Megatron, but Optimus is still losing. Megatron defeats and topples Optimus, preparing to deliver the killing blow when he’s attacked from behind by Bumblebee, who has recovered from the effect of the Null Ray, and escaped from Barricade along with Sam & Mikaela.

Bumblebee does little damage against the heavily armored colossus, but he manages to distract him long enough for the other Autobots to arrive, now forming a protective barrier around Mikaela and Sam. A very angered Megatron makes a reluctant retreat. Ratchet and Wheeljack do their best to repair Optimus Prime. Optimus informs them of Megatron’s intentions, but immediately after goes into stasis lock from the severe damage of his injuries. Sam, Mikaela, and the ‘Bots load Optimus onto the cargo plane from the Shanghai scene and return to base.  The Galloway scene with him disbanding NEST happens similar to the original film, but the Autobots have more presence. Ironhide angrily declares that the humans can’t defeat Megatron on their own, and Galloway blithely comments they nearly accomplished that very task two years before – reminding them that ultimately it was a human who killed Megatron, not them. He questions how useful the Autobots really are. A furious Ironhide has to be restrained by Ratchet. Sam wants to confront Galloway, but is too afraid to say anything.

While trying to figure out what their next move will be, Wheeljack recives a message being broadcast by Jetfire. He acts a medium through which Jetfire can talk to the others. Jetfire wanted to give the Matrix of Leadership to Optimus, only to learn that he’s in stasis lock and may not survive. Jetfire informs them that he may able to repair him with the Matrix, but is distrustful of the military and insists that they come to him themselves.
The Autobots are then alarmed to learn that they will need to travel all the way to Egypt without NEST assistance. Ironhide, now serving as Autobot leader, informs Sam & Mikaela that they may return back to their normal lives if they wish. Feeling guilt over Prime and not wanting to abandon his allies, Sam agrees to stay and help them in any way he can. Mikaela decides to join him.

Ratchet, Wheeljack, Arcee, and Ironhide remain to tend to Optimus and deal with Galloway’s efforts to expel them as Sam, Mikaela, Bumblebee, and the twins Sideswipe & Sunstreaker head off to meet Jetfire. The 3 Autobots revert back to profoforms so they can quickly reach Egypt in their “comet” modes they used to reach Earth. Sam and Mikaela travel in Bumblebee, who alters his comet mode to have front seats and a window vaguely similar to the Camaro. He mentions that he’s never carried live passengers this way before, and the ride may be less than pleasant.  Unfortunately for the Autobots, Soundwave has also tapped into Jetfire’s message. Barricade joins the Constructicons onboard the Styx, en route to Egypt. The Fallen, having also received Soundwave’s transmission of Jetfire’s message and now aware of the Matrix’s location on Earth, transforms to vehicle mode and flies there, with more Decepticons in tow.


Megatron angrily berates Starscream for abandoning him during the fight, beats him up a bit. With Soundwave’s help, Megatron gives a broadcast to humanity, informing them of the Transformers existence and that if the Autobots do not deliver Optimus to him, they will destroy one major city after another until they do. Megatron and Starscream sink an aircraft carrier to prove the seriousness of his threat. Now pursued by authorities and in even more danger, the Autobots attain new modest vehicle forms so they can travel more stealthily, avoiding major roads, much to the chagrin of Sunstreaker. Lennox, whom Ironhide has bonded with, communicates with the Autobots in secret using a device Ironhide gifted him for a situation like this.


The Autobots end their journey in Giza, finally meeting the ancient transformer Jetfire. A servant of The Fallen, once known as Megatronus Prime, he turned on his master after he murdered his brethren and revealed his genocidal intentions. The Matrix of Leadership, (a powerful relic bestowing authority over all Cybetronians to it’s wielder. Think the Sword and the Stone of Arthurian Legend) was seized by The Fallen. Jetfire in turn stole it from him, and has been on the run ever since. The Autobots inform Lennox to tell him of their success. Knowing Jetfire will soon obtain the Matrix, he agrees with Galloway that they will deliver Optimus’ body to the Decepticons in Giza – hoping the Autobots can revive him first.

He’s asked about the Matrix, Jetfire explains it’s inside a container buried near the Great Pyramids. When asked why he put it there, Jetfire reasons that the Pyramids, being the largest landmark at the time, ensured he wouldn’t forget the location. Jetfire flies off with the Autobot cars following him. The Styx approaches them in the sky, preparing for a landing. The final battle commences.


Starscream intercepts Jetfire in the air, and the two engage in a vicious dogfight. Barricade hunts Bumblebee alongside Ravage, and the Constructicons combine into the terrifying giant Decepticon, Devastator. Sideswipe and Sunstreaker fight together against the behemoth, but there’s little they can do against it, and the struggle just to remain alive. NEST and the other Autobots arrive and provide backup. Ratchet protects Prime’s body as Wheeljack and Ironhide engage Devastator, but the Fallen soon arrives as well with Decepticon reinforcements. We get an extremely cool shot of several Protoforms in comet modes joined by Soundwave, who grants them all F-22 jet modes, each one taking on unique colors. We also see some Decepticons taking on land-based military vehicle forms. Arcee is nearly killed from an ambush by an armored vehicle Decepticon, but is rescued by Sideswipe.


Bumblebee crushes Ravage and severs Barricade’s left leg, forcing him to awkwardly drive away with a big chunk of vehicle chassis and wheel missing. Megatron arrives on the scene, and makes his way through the NEST forces towards Optimus. Before Bumblebee can get Sam and Mikaela back to safety, Megatron unleashes a fusion cannon blast towards Sam. Sam manages to avoid being killed by the blast- but his right arm is vaporized. He falls to the ground and loses consciousness as Mikaela screams his name.

Jetfire defeats Starscream, delivering a blow that interferes with his ability to fly. Starscream shouts for his Seekers to capture him, as he speeds towards the buried Matrix container. He excavates it and unlocks it, while being shot at by the Seekers, and returning fire. With the Matrix finally in tow, Jetfire returns to the sky and flies towards Optimus’ body.

As Ratchet and Bumblebee attempt to fight off Megatron, a pair of rockets from Jetfire explode in the Decepticon leader’s back, holding him at bay for a few precious moments. Jetfire transforms mid-flight and opens Optimus’s chest compartment placing the Matrix within. The activated Matrix produces a brilliant display of blue plasma, lighting up the whole desert. Optimus levitates above the ground, his injuries rapidly healing.

“That belongs to me!” The Fallen cries out in anger as he hits the ground hard, the intense heat emitted by his body turning the nearby sand to little specks of glass. He takes out a double sided spear, as Jetfire in response pulls out an enormous axe from behind his wings. Optimus duels Megatron again, as The Fallen goes after Jetfire. During their battle, Jetfire and the Fallen collide with one of the Pyramids.

The other Autobots are struggling to deal with Devastator, who is laying waste to the area and military forces. Ironhide reasons that the only way to stop him is to take out the head, but Jetfire is currently occupied and the human aircraft can’t get close enough for a clear shot. They form a plan that Sunstreaker and Sideswipe will distract the giant, while Ironhide drives behind him in vehicle mode, using the remains of a building as a ramp so he can make a daring leap onto Devastator’s back. Once there, he uses a bomb made by Wheeljack, jamming it behind the neck where Devastator cannot reach. Devastator fails to de-combine in time to save his constituent members. The device goes off with a fantastic explosion, annihilating Devastator’s head, and with him all the Constructicons die as well. The enormous body collapses with a deafening THUD, sending up a massive cloud of sand.

Ironhide has little time to celebrate his victory, as he’s soon ambushed by Soundwave, his approach hidden by the sand cloud. Having spent his ammunition fighting the combiner, Ironhide is forced to resort to melee weapons against Soundwave, as he strikes with sonic blasts, toppling ancient ruins around them. Sunstreaker intervenes to aid Ironhide, but is killed by Soundwave. An enraged Sideswipe throws a sword at him, nearly hitting his head - but the blade misses it’s target. Soundwave converts back to flight mode and escapes.

The sword duel between Optimus and Megatron rages on, with the energy of the Matrix finally putting the two at equal strength.  Megatron attempts to hit him with the fusion cannon, but Optimus cuts off his arm, then as it skids along the ground, kicks it in the opposite direction so the cannon goes off in Megatron’s face. He screams in pain as the blast tears through his head, the force of the blast sending him through a wall. Optimus then focuses his attention on aiding Jetfire.

Jetfire’s battle is going poorly, having been injured by the Seekers and unprepared for the ferocity of the ancient Decepticon and his burning attacks. Pinned against the pyramid’s walls, his axe is broken and The Fallen stabs his spear straight through Jetfire’s chest. Optimus blasts at The Fallen with both ion cannons, but he’s too late.  As The Fallen circles around to the opposite side of the pyramid, Optimus speaks with the dying Jetfire.  Jetfire then offers to use the last of his strength to give Optimus the power he needs to destroy The Fallen, to which Prime accepts. Jetfire transforms into a jetpack and armor for Optimus Prime, just before The Fallen hits them with a counterattack. The two fight in the air, before tumbling down to the ruins below.

The duel finally ends as Optimus cuts through The Fallen’s spear, cleaving through his shoulder into his chest. Optimus intentionally overloads the energon within the blade, causing it to erupt, destroying The Fallen’s spark along with it. Megatron, coming to his feet, watches his master die with disbelief. Starscream appears behind him, sheepishly admitting “I know you don’t want to hear this, but now might be an opportune time to retreat.” Wounded and humiliated, Megatron orders the remaining Decepticons to flee.

Next we see Sam awakening in a military hospital. His parents, Mikaela, Lennox, and Bumblebee are there. Lennox offers condolences for Sam’s loss of his arm, but congratulates him on his bravery. Bumblebee tells him that Mikaela has agreed to act as a representative on the Autobots behalf, and they would still like Sam to join as well, though they will respect his decision if he declines. He accepts the offer. Bumblebee mentions Wheeljack may be able to craft a suitable prosthetic arm, but that it may takes several tries to get it right. We get to see Wheeljack and Ratchet working with Jetfire’s remains, a trailer can be seen in the background.

We don’t hear all of what is said, but we see Sam & Mikaela before a military court making their case that the Autobots be allowed to remain on Earth, which is a success. After the meeting is over, the two join the Autobots near a beach at night, looking out over the starry sky. Mikaela puts her arm around Sam’s shoulder and the two hug closely. Optimus stares out at the sky with trepidation, knowing that though the Fallen has been slain, Megatron will soon rally the remaining Decepticons just as Optimus had with the Autobots, and he will stop at nothing to obtain the Matrix.