This Wednesday, the forces of Michael Bay and Co. return to the multiplex with Transformers: Revenge of the Fallen, which picks up two years after the events of 2007’s Transformers. As the humans work in secret with Optimus Prime and a line-up of Autobots to battle the malicious Decepticons that remain hidden on Earth, Sam Witwicky (Shia Labeouf) is gearing up for his own challenge: freshman year at college, where his relationship with girlfriend Mikaela Banes (Megan Fox) must endure its own tests — namely, an alluring co-ed with her eye on Sam (Isabel Lucas).
To help prep you for the two hour-plus eyeball-searing spectacle that is Transformers: Revenge of the Fallen, we’ve put together a guide to the new and familiar characters who’ll pop up in the sequel. (Warning: mild spoilers within.)
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The wise leader of the Autobots, Optimus Prime has worked with the U.S. military in the years following Transformers to rid Earth of the dangerous Decepticons who remain in hiding, unbeknownst to most humans. As the government grows wary of the Transformers’ civil war, Optimus Prime calls upon Sam Witwicky as the Autobots’ liason, asking Sam to protect the Autobots — even if he’s not quite ready for the responsibility.
As Sam’s sworn protector and best bot bud, Bumblebee has chosen to live (hidden in Camaro form, of course) in the Witwicky garage in order to stay close — and his vocal processors are still out of commission. Will Sam leave his sweet ride (and best ‘bot friend) behind when he goes off to college?
Veteran warrior Ironhide is Optimus Prime’s right hand man, a weapons specialist outfitted with over 10,000 individual pieces who transforms into a supercharged GMC truck.
Autobot medic Ratchet (who masquerades as a yellow emergency Hummer) has been working alongside his fellow teammates to battle the Decepticons remaining on earth; his expertise as a field surgeon will be handy in a battle that culminates in the wide, treacherous deserts of Egypt.
Next: The newest additions to the Autobot team
One of Transformers: Revenge of the Fallen‘s new models, Sideswipe is a pretty sweet little ride: a sleek new Autobot who turns into a gun metal silver Chevrolet Corvette Stingray! Standing on two wheels and wielding bladed arms, Sideswipe introduces himself by flipping and slashing his way through an early chase in Shanghai.
A slim new female Autobot, Arcee inhabits the body of three sister motorcycles and was originally set to have a much larger part in the first film. In Transformers 2, Arcee appears in Shanghai and in the middle of a desert battle to help Sam and Mikaela to safety.
It might be said that Jetfire’s soul is that of an old English pirate; once a Decepticon, this ancient Transformer is in dire need of an oil job, and happy to let anyone around him hear about it. His alternate mode is a massive SR-71 Blackbird and he uses his landing gear as a walking cane.
The “Twins” are truly two of a kind: a pair of bumbling but loyal Chevys who speak in slang and constantly jibe Sam, Leo and everyone around them… That is, when they’re not fighting with each other. Skids (the green one) has a gold tooth and turns into a Chevy Beat; Mudflap turns into a red Chevy Trax. Together, they combine into an ice cream truck and have been the subject of controversy among critics.
Next: Decepticons rise again under a dangerous new leader
After seeing defeat at the end of Transformers, Megatron’s body was dumped in the ocean, sentenced to a lifetime buried underwater. However, with the help of his minions, Megatron is pulled from his watery grave and revived, transformed into a refurbished version of his old self (some might know him as “Galvatron”) with the help of Decepticon bot The Doctor.
Starscream has always been a Number 2 clawing his way to the top; in Revenge of the Fallen, he might just get his chance to lead, with Megatron out of the way! Until, that is, The Fallen rises, and Starscream’s back to playing second fiddle. In battle, Starscream resembles a F-22 Raptor fighter jet, but his Decepticon tattoos give him away.
An information officer of sorts for the Decepticons, Soundwave has the ability to tap into satellite feeds, jam enemy radio waves, and dispatch covert specialist Ravage into infiltration missions…which basically makes Soundwave one of the most useful Transformers, ever.
The jaguar-shaped Ravage is one of the sleek new Decepticons, a dangerous, stealthy operative equipped with firepower and some fancy new weapons that can infiltrate even the most heavily guarded compounds — like, say the US military base where humans are protecting the AllSpark.
Described by Shia Labeouf himself as the Emperor to Megatron’s Darth Vader, The Fallen is an ancient ancestor of the modern Transformers who has been waiting centuries for his chance to rise again — and destroy Earth’s sun in the process. Only a Prime can defeat him, so it’s a good thing Sam has one on his side.
Next: Scorponok, Wheelie, Demolishor and more Decepticons!
As far as introductions go, there was no beating Scorponok’s sandy entrance in the first Transformers, bursting out of the desert floor to ambush Captain Lennox’s squad. With a huge showdown set in the desert, might Scorponok rise again in Transformers 2?
Let’s be honest; Wheelie looks more than a little like Pixar’s gentle bot, WALL-E. The difference is, this diminutive Decepticon agent has nothing but mischief on his mind. Sent to steal the AllSpark fragment from Mikaela, the bumbling robot gets himself captured and begins to question his loyalties. With a mistress like Mikaela, wouldn’t you?
Like a metal-limbed spider, this is one Doctor who won’t cure what ails you. His specialty? Retrieving information… from your brain!
Like his fellow Decepticon, Scavenger, Demolishor takes the form of a Terex RH400 Excavator, built for sheer brawny battle. The humongous robot wreaks havoc all over Shanghai and warns Optimus Prime that “the Fallen shall rise.”
Not to be confused with Demolishor, Devastator is the composite form of seven “Constructicons,” Decepticon warriors Scavenger, Scrapper, Hightower, Longhaul, Rampage, Overload, and Mixmaster who interlock to form one massive fighting machine. Devastator has a single task: to destroy anything and everything, whether it’s excavating an ancient Cybertronian machine from within an Egyptian pyramid or using its turbine-like mouth to vacuum up every Autobot or person in its way.
Next: Sam Witwicky, Mikaela Banes, Leo and Alice
With college on the horizon, Transformers hero Sam Witwicky (Shia Labeouf) is finally starting to put all that robot business behind him. Nothing — not even finding a leftover fragment of the AllSpark, or Optimus Prime’s plea to step in as the Autobots’ human liaison — can prevent Sam from finally starting his normal life… nothing, that is, until strange visions of an ancient Cybertronian language begin interrupting his first day of college and an alluring co-ed threatens to come between Sam and his girlfriend, Mikaela.
Ever since falling for Sam Witwicky in Transformers, Mikaela Banes (Megan Fox) has been a loyal girlfriend. But as Mikaela stays behind to work in her dad’s auto shop, will college — or Decepticons — threaten more than Mikaela and Sam’s relationship? Thankfully, Mikaela’s the kind of girl that can take care of herself, especially when it comes to wrangling pesky robots that come sneaking around her garage.
College is full of tempting co-eds, but none quite as forward as Alice, who takes a strong interest in Sam Witwicky…
Sam’s new college roommate Leo (Ramon Rodriguez) has already built himself quite the tech empire, from kitty calendars to conspiracy theory websites investigating a certain government cover-up of alien robot visitors. So when Leo gets caught up in Sam’s quest to decipher ancient Cybertronian symbols — and save humankind in the process — he should be up for the challenge. Right?
Of course, there are plenty of additional characters, robot and human alike, packed into Bay’s epic action extravaganza. See more character and scene stills, plus red carpet pictures from the film’s international tour, in our full Transformers: Revenge of the Fallen gallery!