Transformers: Revenge of the Fallen has a well earned reputation as the point at which the Transformers film series lost any semblance of narrative purpose, simply becoming a vehicle for director Michael Bay’s penchant for explosions and toilet humor. It boasts an abismal 19% on Rotten Tomatoes.

Weirdly, this critical assault really didn’t affect the film’s box office return immediately, as this year’s Transformers: The Last Knight, the fifth entry in the franchise, was the first to disappoint at the box office.

But the seeds of that eventual decline were planted in Revenge of the Fallen. The movie wasn’t just unsuccessful from a narrative standpoint; it indulged in lazy filmmaking and stoked controversy with such ease that it’s hard to believe it was entirely by accident.

The film managed to taint the entire franchise, cementing the Bay film’s as the public’s most recognized iteration of the robots in disguise, superseding such superior endeavors as the highly complex, award winning comics, or even the good humored, refreshingly simplistic delights of the Generation 1 cartoon.

Revenge of the Fallen set the tone for how Transformers would be defined for a decade. We’re taking a look at some of the lesser-known ways it managed that dubious feat.

These are the 15 Shocking Things You Didn’t Know About The Awful Transformers: Revenge Of The Fallen.

15. Skids and Mudflap were not racist caricatures in the script

Skids and Mudflap Transformers Revenge of the Fallen Transformers: 15 Things You Didn’t Know About Revenge Of The Fallen

Revenge of the Fallen has never been lacking for criticism, but the most universally derided aspect of the film has always been the characters of Skids and Mudflap.

Portrayed as “twin” Autobot brothers, the pair indulged in wildly offensive stereotypes, affecting astonishingly backward African American accents, and perhaps most infamously of all, claiming to be illiterate. How super-advanced alien robots could possibly be unable to read was never properly explained – among many other things.

Screenwriters Roberto Orci and Alex Kurtzman claim the pair was not portrayed this way in the film’s script, and that it was something director Michael Bay suggested in the post production process. Bay reportedly jettisoned several aspects of the script during filming and post production, but this was probably his most egregious error.

14. Sam was supposed to be the new AllSpark

Sam Witwicky Transformers 3 Transformers: 15 Things You Didn’t Know About Revenge Of The Fallen

The original Transformers film centered largely around the AllSpark, the mystical object that gives all Transformers life. Sam Witwicky killed Megatron at the end of that film by shoving the AllSpark into his spark, which is essentially a Transformers’ physical soul.

Sam’s interaction with a shard of the AllSpark was a major driver of Revenge of the Fallen’s plot, but it wasn’t executed as originally intended.

Instead of simply having bewildering flashes of information, Sam was to have been altered into a new, living vessel for the AllSpark, and have access to its vast well of information. This would have explained how Sam, established as an average at best student in the first film, would suddenly be worthy of a scholarship to Princeton just a few years later.

13. Random desert next to Washington D.C.

Jetfire Transformers: 15 Things You Didn’t Know About Revenge Of The Fallen

The general geography of Revenge of the Fallen is, to put it politely, ridiculous. Characters travel between countries in a matter of minutes. Michael Bay seems to be under the impression the entire Middle East is about the size of Los Angeles, but with lighter traffic.

The most blatant example of this locational idiocy is likely a trip to the Smithsonian National Air and Space Museum in Washington D.C.

Sam and friends are looking for an ancient Decepticon called Jetfire who’s been hiding as a display piece in the museum. When Jetfire is found, he busts through the museum’s wall… and emerges in a desert full of old planes. Nobody’s expecting strict realism from a movie about alien robots that turn into cars, but this was a step too far.

12. Michael Bay thinks The Fallen sucks

transformers 2 the fallen2 Transformers: 15 Things You Didn’t Know About Revenge Of The Fallen

There are plenty of storied, fearsome villains in the annals of Transformers fiction. Megatron, Galvatron, Overlord, and Unicron are all names that rightly evoke terror in the hearts of Autobots.

The Fallen is not one of those names. Created just a few years before in the comics, The Fallen was retconned to be a never-before-mentioned superior of Megatron’s in Revenge of the Fallen. Serviceably voiced by Tony Todd, the character was a charmless, mustache-twirling world conqueror, never particularly scary or interesting.

Hasbro was in the process of establishing a ridiculously complicated history that would be enacted across all Transformers fiction, in which The Fallen factored significantly. That strategy never really took, and the fact that he was the lamest cinematic Decepticon likely ensured his relegation to a footnote character.

11. But It was nominated for an Academy Award

Academy Award Transformers: 15 Things You Didn’t Know About Revenge Of The Fallen

People tend to forget that the first Transformers movie, while not a critical darling, was largely perceived as a harmless popcorn flick. The knives didn’t really come out for the franchise until Revenge of the Fallen, which abandoned the first film’s Spielbergian strengths and leaned full on into giant explosions and poop jokes.

And yet the film can genuinely be referred to as “the Academy Award nominated Transformers: Revenge of the Fallen.” The film was nominated for Best Sound Mixing, though it lost to The Hurt Locker.

There is a history of critically reviled movies earning technical Oscar nominations (Suicide Squad even won one) and it’s hard to deny the film’s auditory power, but it’s probably for the best that it lost.

10. The movie was accused of being anti-Arab

Transformers Revenge of the Fallen Transformers: 15 Things You Didn’t Know About Revenge Of The Fallen

There are very few groups who don’t have a legitimate claim of being offended by Revenge of the Fallen. Two of the film’s robot stars are highly offensive African American stereotypes; it’s a continuation of Bay’s long track record of objectifying women in the most lascivious possible ways; fans of narrative cohesion might have the strongest claim of all.

But there was slightly curious accusation lobbed at the film: an anti-Arab agenda. A handful of reviews noted the film’s insensitivity in its destruction of several Arab landmarks, like a holy Jordanian city and one of the Egyptian pyramids. It’s actually probably worth sticking up for Bay here; he is an equal opportunity cinematic wrecking ball, more than happy to blow up structures that are revered by all races, creeds, and religions.

9. The Deception Pretender Alice was originally supposed to be a bigger player

isabel lucas transformers Transformers: 15 Things You Didn’t Know About Revenge Of The Fallen

One of Revenge of the Fallen’s more surprising detours into Transformers lore was the introduction of Alice, a Decepticon Pretender.

In past iterations, Pretenders were Cybertronians who could alter their size and shape to pass as humans, either to better integrate with a society or to attempt to infiltrate it. Alice, played by Isabel Lucas, was decidedly the latter. Introduced as a student at Sam’s new college, she was set up as a potential new love interest, before revealing herself to be a nightmarish Decepticon.

Alice was dispatched pretty easily by Mikaela Barnes (Megan Fox), but she was originally supposed to play a significantly expanded role in the film. The original film used Frenzy as its covert Decepticon, and it’s easy to see how Alice could have filled that role in the sequel.

However, the Decepticons largely abandoned stealth in Revenge of the Fallen, so her reduced role makes a certain amount of sense.

8. Shia LaBeouf severely injured his hand during production

Megan Fox and Shia LaBeouf in Transformers Transformers: 15 Things You Didn’t Know About Revenge Of The Fallen

There’s something of a history of stars suffering injuries on the sets of big budget action films. Tom Cruise recently broke his leg working on the latest Mission Impossible film, delaying that film’s production for several months. The Maze Runner: The Death Cure star Dylan O’Brien suffered injuries so serious in a botched stunt that the film was delayed almost a year to allow him to fully recover from his injuries.

Bay films have no time for such frivolities. Shia LaBeouf severely injured his hand in a car accident during Revenge of the Fallen’s production. Production was only briefly halted, and LaBeouf’s injury was written into the movie. Sam suffers an unfortunate space bridge-related burn to his hand late in the film, and the story continues on unabated.

7. It was criticized for perceived digs at President Obama

barack obama spongebob Transformers: 15 Things You Didn’t Know About Revenge Of The Fallen

Nobody’s looking for sharp political commentary from the Transformers films, and Michael Bay has largely gone out of his way not to speak out on political matters other than a well-documented admiration for the United States military. So it came as a bit of a surprise when Revenge of the Fallen explicitly utilized then-President Barack Obama as the leader of the free world, and strongly suggested Obama’s administration was weak and overly bureaucratic in the face of the Decepticon threat.

This, again, was almost certainly more due to laziness than any sort of political bent. In the original Transformers film, the unseen United States president was portrayed as a southern accented rube, an obvious take on President George W. Bush, who was in office when that movie was released.

6. Shia LaBeouf hates it

shia Transformers: 15 Things You Didn’t Know About Revenge Of The Fallen

When Revenge of the Fallen was released, franchise star Shia LaBeouf was in the very earliest stages of detonating his career. The actor had a meteoric rise to being one of Hollywood’s most beloved, charming everymen. He would squander all that goodwill in the succeeding years with his erratic behavior and way-too-candid public comments about his co-stars and collaborators.

Almost all of that was still to come, though, and when LaBeouf voiced his opinion that Revenge of the Fallen was not exactly a great film, it felt like refreshing candor from a movie star who wasn’t willing to mindlessly peddle a subpar project.

He’d return for one more film in the franchise, Transformers: Dark of the Moon, before departing to fully embrace his destiny as Hollywood’s strangest former Disney Channel star.

5. The voice of Megatron has never even seen it

hugo weaving Transformers: 15 Things You Didn’t Know About Revenge Of The Fallen

Hugo Weaving has been one of the most reliable onscreen presences of the 21st century. He became an international star due to his role as Agent Smith in The Matrix trilogy, and further cemented his reputation with roles in V For Vendetta, Captain America: The First Avenger, and The Lord of the Rings trilogy. He’s an actor who tends to elevate whatever project he’s involved with, and having him voice the Decepticon leader Megatron made a lot of sense.

But ask Weaving for his thoughts on the robots in disguise and you’re likely to be disappointed. The actor has been very upfront about the fact he has never seen any of the Transformers movies and never even met Michael Bay in person, recording his lines in Australia.

He must have taken his public apathy a step too far after the third film, as Bay enlisted Generation 1 Megatron voice actor Frank Welker for all subsequent outings.

4. It’s the first movie ever allowed to shoot in Petra

Bumblebee Transformers: 15 Things You Didn’t Know About Revenge Of The Fallen

One of the things Revenge of the Fallen can legitimately boast about is the breadth of its location shooting. The movie doesn’t simply use Californian deserts as stand-ins for more exotic locations; Bay actually took production to the corners of the Earth he was portraying.

One of the most notable instances was the Jordanian city of Petra, an ancient, holy location in the Middle East. Revenge of the Fallen is, in fact, the first movie ever allowed to shoot in Petra.

Petra’s ancient beauty gave som gravitas to some of the film’s third act mythology building. Bay also had unprecedented access to the Pyramids in Egypt, due in no small part to Zahi Hawass, secretary general of Egypt’s council of antiquities, who turned out to be a huge fan of the first film.

3. Protests of the PG-13 rating

Megatron killing Optimus in Transformers Revenge of the Fallen Transformers: 15 Things You Didn’t Know About Revenge Of The Fallen

The PG-13 rating was introduced in the early 1980s in the wake of films like Indiana Jones and the Temple of Doom and Gremlins, which were clearly intended for teenagers and adolescents, but were a bit too gory and violent for younger children. It was a stopgap between the family friendly PG rating and the decidedly adult R rating.

The PG-13 rating has become standard issue for big budget summer action movies, a strong indicator that the movie won’t be too traumatic for young children, but will still feature enough thrills for people of most ages and tastes.

The Transformers films saw a decided jump in the level of violence and mass destruction that could be featured in a PG-13 film. The Campaign for a Commercial-Free Childhood argued that the franchise’s violence had become too intense for a franchise ostensibly created to sell toys to children with Revenge of the Fallen. They didn’t get anywhere, but it was a notable sign of what the franchise was becoming.

2. The Dinobots were in an early script draft

Dinobots in Transformers 4 Transformers: 15 Things You Didn’t Know About Revenge Of The Fallen

The Dinobots are among the most beloved characters in Transformers history. Generally portrayed as massively powerful, intellectually-challenged Autobots, they double as a genuine threat and comic relief with their caveman cadence and lust for battle.

Producer Don Murphy had long lobbied for their inclusion in the film franchise, though Bay was largely uninterested. They were reportedly in an early version of Revenge of the Fallen’s script, only to be cut when Bay largely discarded what was on the page.

The Dinobots would eventually debut in the fourth film, Transformers: Age of Extinction, though they were a massive disappointment to longtime fans of the franchise. Portrayed as voiceless, personality-free beasts who didn’t factor into the story in any meaningful way, they were one of the film series’ biggest missed opportunities.

1. It was shot without a finished script

transformers 5 last knight michael bay Transformers: 15 Things You Didn’t Know About Revenge Of The Fallen

The Writers Guild of America was in the midst of a highly contentious strike just as Revenge of the Fallen was going into production. Due to the strike, screenwriters Orci and Kurtzman were unable to give Bay notes on the film’s story during production, which led Bay to make drastic changes to the movie.

The film’s unfortunate sense of humor is credited almost exclusively to Bay’s on set improvisation, and its scattershot, nonsensical plot likely has its roots in the absence of its writers during production.

It seems unlikely Revenge of the Fallen was ever going to be a great film. Its plot doesn’t make sense on a fundamental level, it attempts to expand the mythology of the Transformers without even understanding it, and its disjointed nature comes directly from its bombastic director. Still, it seems possible that it could have avoided its wretched reputation with a few more rewrites.

What did you think of Transformers: Revenge of the Fallen? Let us know in the comments!

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