Michael Bay's 2009 blockbuster Transformers: Revenge of the Fallen expanded the cinematic universe by introducing dozens of new extraterrestrial robots and human military personnel. If you're trying to keep track of who's fighting for Earth and who wants to tear it apart, you need a clear breakdown of the lineup. This guide details every major human character, Autobot, and Decepticon, along with their vehicle modes and roles in the plot.
Human Characters and NEST Personnel
The human cast bridges the gap between ordinary civilian life and high-stakes global warfare, partnering with an elite international military task force known as NEST.
- Sam Witwicky (Shia LaBeouf): The reluctant human hero who accidentally absorbs the knowledge of the Allspark through an ancient artifact fragment. His mind becomes the primary target for the Decepticons.
- Mikaela Banes (Megan Fox): Sam's fiercely loyal girlfriend and a skilled mechanic who assists him throughout the cross-country and international manhunt.
- Major William Lennox (Josh Duhamel): A United States Army Ranger and field commander for NEST who coordinates tactical strikes alongside the Autobots.
- Chief Master Sergeant Robert Epps (Tyrese Gibson): Lennox's sharp-witted right-hand man, managing heavy weaponry and frontline communications.
- Agent Seymour Simmons (John Turturro): A disgraced former Sector 7 agent who turns out to be an invaluable eccentric resource for unlocking ancient Transformer history.
- Leo Spitz (Ramón Rodríguez): Sam's hyperactive college roommate who runs an alien conspiracy website and gets dragged into the chaos against his will.
- Alice (Isabel Lucas): A seemingly ordinary college student who is actually a Decepticon "Pretender" sent to spy on Sam.
- Theodore Galloway (John Benjamin Hickey): A national security adviser who questions the necessity of the Autobots' presence on Earth, creating friction with the military.
- Ron and Judy Witwicky (Kevin Dunn and Julie White): Sam's well-meaning but exasperated parents whose trip to drop Sam off at college gets derailed by alien attacks.
The Autobots
The Autobots operate out of covert military bases alongside human forces, defending humanity while searching for a way to restore their home world.
- Optimus Prime (voiced by Peter Cullen): The noble leader of the Autobots, who transforms into a Peterbilt 379 truck. He remains humanity's greatest protector.
- Bumblebee (voiced by Mark Ryan): Sam's loyal guardian and scout, transforming into a custom 2010 Chevrolet Camaro.
- Ironhide (voiced by Jess Harnell): The heavy weapons specialist of the team, taking the form of a GMC Topkick pickup truck.
- Ratchet (voiced by Robert Foxworth): The Autobot medic, transforming into a search-and-rescue Hummer H2.
- Jetfire (voiced by Mark Ryan): An ancient, decrepit Decepticon who switches sides out of disgust for The Fallen's cruelty. He transforms into a Lockheed SR-71 Blackbird spy plane.
- Sideswipe (voiced by Andre Sogliuzzo): A combat specialist known for his wheeled feet and arm blades, transforming into a silver Corvette Stingray concept car.
- Jolt (voiced by Anthony Anderson): A silent warrior and technician who transforms into a blue Chevrolet Volt.
- Skids and Mudflap (voiced by Tom Kenny and Reno Wilson): Twin Autobots who transform into a Chevrolet Beat and Chevrolet Trax (initially sharing an ice cream truck form).
- Wheelie (voiced by Tom Kenny): A small, cowardly former Decepticon drone who switches loyalties and transforms into a blue radio-controlled monster truck.
- Arcee, Chromia, and Elita-1 (voiced by Grey DeLisle and others): Female Autobots who operate as a motorcycle trio, providing rapid reconnaissance.
The Decepticons
Led in the shadows by an ancient evil, the Decepticons arrive on Earth in massive numbers to unearth a machine that threatens human survival.
- The Fallen (voiced by Tony Todd): The primary antagonist and original founder of the Decepticons. He is one of the original Primes whose betrayal plunged Cybertron into war.
- Megatron (voiced by Hugo Weaving): Resurrected from the depths of the Laurentian Abyss, the Decepticon leader returns with a new Cybertronian flying tank alternate mode and a burning desire for revenge.
- Starscream (voiced by Charlie Adler): Megatron's treacherous second-in-command, transforming into an F-22 Raptor jet.
- Soundwave (voiced by Frank Welker): The Decepticon communications officer, taking the form of a Cybertronian satellite orbiting Earth.
- Ravage: Soundwave's four-legged, cat-like minion deployed to infiltrate secure human installations.
- The Doctor / Scalpel (voiced by John DiCrosta): A spider-like medical torturer who transforms into a microscopic optical lensmeter.
- Sideways: A sleek scout who hides out in Shanghai and transforms into an Audi R8 before being bisected by Sideswipe.
- Grindor: A massive military helicopter nearly identical in appearance to the first film's Blackout.
- The Constructicons / Devastator (voiced by Frank Welker): A group of heavy construction vehicles that merge into a colossal combiner robot known as Devastator. Key components include Mixmaster, Scrapper, Long Haul, and Rampage.
Frequently Asked Questions
Why did Jetfire switch sides if he was originally a Decepticon?
Jetfire abandoned the Decepticon cause long before the events of the films because he disagreed with The Fallen's brutal quest for universal destruction. He chose to align with freedom, eventually sacrificing his own parts to help Optimus Prime defeat The Fallen.
Who is the strongest Transformer introduced in this movie?
The Fallen is canonically the most powerful ancient entity on screen, holding mastery over telekinesis and space-bridge teleportation. However, an upgraded Optimus Prime—empowered by Jetfire's armor—proves strong enough to overpower both Megatron and The Fallen in the climax.
Are Skids and Mudflap actual construction vehicles?
No. Despite their chaotic behavior and association with industrial machinery yards late in the film, the twins transform into compact urban concept cars. The massive construction vehicles belong strictly to the Constructicons who form Devastator.
What happens to Megatron at the end of the film?
Unlike the first movie where he is dropped into the ocean, Megatron survives the final battle in Egypt. Heavily damaged after losing half of his face, he retreats into the desert alongside Starscream, setting up his survival for the third installment, Dark of the Moon.
