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(2009) (Shia LaBeouf, Megan Fox) (PG-13)

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Action/Adventure: A college freshman, his auto mechanic girlfriend and others get wrapped up in yet another battle between good and villainous shape-shifting, extraterrestrial robots where the future of humankind rests in the balance.
Several years ago, high school students Sam Witwicky (SHIA LaBEOUF) and Mikaela Banes (MEGAN FOX) found themselves in an unexpected battle between shape-shifting, extraterrestrial robots. The good Autobots, led by Optimus Prime (voice of PETER CULLEN), were trying to find a powerful cube known as the Allspark, and hoped to do so before their enemies, the Decepticons, led by Megatron (voice of HUGO WEAVING), used the same to turn ordinary Earth-based electronics into robots that would rid the planet of Earthlings.

With the help of military figures such as Captain Lennox (JOSH DUHAMEL) and Sgt. Epps (TYRESE GIBSON), Agent Simmons (JOHN TURTURRO) of the U.S. Government's top secret Sector Seven, and various Autobots -- such as Bumblebee (voice of MARK RYAN) who has the ability to near instantaneously convert into Sam's sports car, like the other Transformers with similar powers -- the good guys prevailed and Megatron was sunk deep into the ocean.

Now, as the humans and Autobots have formed an alliance to keep Earth safe from the Decepticons, Sam's saying goodbye to both his parents, Ron (KEVIN DUNN) and Judy (JULIE WHITE), as well as Mikaela as he heads off to begin his freshmen year in college. There, he meets his high tech roommate, Leo (RAMON RODRIGUEZ), but before the day is done, Bumblebee and Optimus Prime have arrived, with the latter asking for Sam's help.

It seems that one of the original Prime Transformers, The Fallen (voice of TONY TODD), has arrived and wants vital information that now resides inside Sam's head from his brief contact with a leftover sliver of the Allspark. With Mikaela joining him, Sam goes on the run with the aide of Bumblebee and jive-talking Autobots Mudflap (voice of TOM KENNY) and Skids (voice of TOM KENNY), and some unexpected help from ancient Transformer Jetfire (voice of JOHN TURTURRO).

From that point on, another massive battle looms on the horizon, with the U.S. military -- despite being hampered by the arrival of presidential liaison Galloway (JOHN BENJAMIN HICKEY) -- battling alongside the Autobots in hopes of defeating The Fallen and the recently resurrected Megatron.

It's a good bet many will, particularly if they liked the first film.
For intense sequences of sci-fi action violence, language, some crude and sexual material, and brief drug material.
  • SHIA LaBEOUF plays a college freshman who yet again finds himself in the middle of a titanic battle between the Autobots and the Decepticons who want the vital information that's now inside his head. He does what he can to keep himself safe and help his new friends defeat the villains.
  • MEGAN FOX plays his former high school classmate and current auto mechanic who isn't crazy about the idea of their long-distance relationship, but comes to his aid when needed (although she's briefly peeved when she thinks he's cheating on her after a Decepticon in disguise goes after him). Like him, she then tries to survive the ensuing mayhem.
  • JOSH DUHAMEL plays a military officer who's been working side-by-side with the Autobots in trying to keep Earth safe from the Decepticons, but must contend with the arrival of presidential liaison Galloway who complicates matters.
  • TYRESE GIBSON plays a military sergeant who fights alongside Lennox and similarly doesn't like Galloway.
  • OPTIMUS PRIME is the wise and powerful Autobot who's been working with the U.S. military to keep Earth safe from the Decepticons and urges Sam to join the cause once more.
  • MEGATRON is the villainous Decepticon who's freed from his bottom of the sea imprisonment and works to defeat Optimus Prime and the humans.
  • JOHN TURTURRO plays the former U.S. Government agent who now works at a deli, but is lured back into action by news of what's occurring. He uses some profanity.
  • THE FALLEN is Megatron's superior, the villainous leader of the Decepticons who wants what's inside Sam's head so that he can destroy the humans.
  • MUDFLAP and SKIDS are two jive-talking Autobots who assist Sam and Bumblebee. They use profanity.
  • RAMON RODRIGUEZ plays Sam's new college roommate, a high-tech and girl-obsessed student who finds himself in over his head once the Transformer battle begins.
  • KEVIN DUNN and JULIE WHITE play Sam's parents who think they're simply sending their son off to college (but are having separation issues) and then find themselves also in the middle of the titanic robot battle. She uses profanity and unintentionally gets high after unknowingly eating pot-laced brownies.
  • BUMBLEBEE is the mostly mute Autobot who serves as Sam's direct aide.
  • JETFIRE is an ancient and creaky Transformer who comes to the aide of Sam and the others. He uses some profanity.


    Curious if this title is entertaining, any good, and/or has any artistic merit?
    Then read OUR TAKE of this film.

    (Note: The "Our Take" review of this title examines the film's artistic merits and does not take into account any of the possibly objectionable material listed below).

    Here's a look at the content found in this action/adventure film that's been rated PG-13. Profanity consists of at least 6 partial uses of the "f" word, while other expletives and colorful phrases are also uttered. Sexually related dialogue is present, as are purposefully provocative shots of young & attractive women in small and/or revealing attire. One such character sexually comes on to a young man, straddling him several times, but all of that ultimately turns out to be a decoy (as she's really a non-gender specific robot), while some dogs are seen mating and a small robot humps a woman's leg.

    Violence consists of all sorts of intense action, battles and mayhem between enormous robots, and between them and soldiers & civilians, with many of the former being destroyed and scores of the latter being wounded or killed (people are seen being blown about, but there's very little blood). Those scenes, various moments of potential peril, and some visuals might be unsettling and/or suspenseful to very young viewers. That action and other behavior might be enticing for some kids to imitate, while bad attitudes are present, as is some slapstick style material.

    A woman ends up high after unknowingly eating a pot-laced brownie, while there's brief drinking and brief tense family material, and some crude humor is present.

    Should you still be concerned about the film's appropriateness for yourself or anyone else in your home, you may want to look more closely at our detailed listings for more specific information regarding the film's content.

    For those concerned with bright flashes of light on the screen, there are occasional moments of that at various points in the film, as well as some from the flicker of fire.

    For those prone to visually induced motion sickness, there's all sorts of camera movement throughout the film, sometimes fairly bouncy, while some spin-around camera shots are also present.

  • Judy shows that she was given a brownie in a bag by someone at Sam's college dorm, but we see that it has a marijuana leaf symbol on it. Despite the protests of others (who don't explain), she consumes the brownie and is then high from that.
  • Students drink at a party, but we don't know the content of those beverages.
  • Ron has a beer in front of him and Judy some wine while others around them also have wine.
  • A college girl's skin dissolves away to reveal the real, metallic Decepticon under that.
  • With Sam having had a Decepticon's robotic tail in his mouth, Leo tells Sam to vomit out whatever was put in there, so Sam spits and then partially vomits.
  • About something Judy is eating in France, Ron says it looks like Canadian goose poop.
  • We see various pig carcasses (in various states of having been cut up) hanging in the back of a deli.
  • Simmons tells Leo (about being courageous), "Look in my eyes and tighten your sphincter."
  • As a diversion, Leo comes out of a public restroom with his pants around his ankles (he's in boxers), stating there's no toilet paper and something about a "dump."
  • About someone else being in a bad mood, a character jokes, "Someone sh*t in his bed this morning."
  • Sam, Mikaela, Leo, Simmons and some Autobots are instantly transported thousands of miles and land hard in the desert, with Sam ending up with a burned (and blackened) hand in the process.
  • Sam has a little blood on his head following a battle.
  • All of the Decepticons have bad attitudes for their intent to kill humans.
  • Some viewers may take offense at the portrayal of Mudflap and Skids are two jive-talking Autobots, including when one says they can't read.
  • Others may take offense at the portrayal of young women as sex objects.
  • Galloway exerts his presidential appointed power without taking into consideration experience-based knowledge on the part of Lennox and others in the military.
  • An upperclassman has a bad attitude toward Sam, saying, "How about if I put my foot in your ass?"
  • After dropping all sorts of innuendo toward pretty coeds in his class, professor has a bad attitude toward Sam, and sarcastically asks if anyone else cares to have a mental breakdown (due to the way Sam was acting while affected by the alien robot knowledge in his head).
  • A small Decepticon says about Mikaela, "You're hot, but you ain't so bright" and calls her a "crazy bitch" after she uses a blow torch on his eye.
  • A small Decepticon refers to a small person (a border guard) as a "freaking munchkin" and says that little people are mean.
  • Various scenes of violence (listed under that category), potential peril, and the sight of various villainous Decepticons might be unsettling and/or suspenseful to younger viewers, but probably few others.
  • Megatron grabs Sam and pins him down, while a small probe sends tentacles and such up his nose and then a smaller device into his mouth (with related tentacles coming out of his nose). It then prepares to cut open his head with a small rotary saw to get his brain, but an Autobot arrives and battles Megatron, thus stopping that.
  • The apparent (but ultimately not true) deaths of several good characters might be unsettling for some younger viewers.
  • Machine guns/Missiles & Other Explosives/Jet Fighters/Tanks/Various robot weapons/Tasers: Carried and/or used to threaten, wound or kill others and/or cause property damage. See "Violence" for details.
  • We see miscellaneous tribesman with spears.
  • Phrases: "The real F-ing deal dot com" (said just like that), "F-ing was my f-ing idea" (said just like that), "What the F?" (said just like that), "You carry this sh*t," "You can't say sh*t about it," "Oh sh*t," "Someone sh*t in his bed this morning," "The fruit of your loins," "You dirty old man," "You filthy beast," "Time to get my sexy on," "Don't be sucking the sack," "Ball-sack," what sounded like "D*cky," "I'm not impressed by your perverted mouth breathing," "That's cuz you're a p*ssy," "Then we're porked," "Pubic fro-head," "You landed on my testicles," "My balls," "Ass whooping," "Damn I'm good," "Punk ass Decepticon," "What the freak is happening?" "Holy mother," "It's an ass-kicking," "FTJ (feel the jet)," "Dude," "Bro," "Pretty Betties," "How about if I put my foot in your ass?" "Anyone else care to have some sort of mental breakdown?" "You're hot, but you ain't so bright," "A freaking house of horrors," "What are you looking at, slobber-puss?" "You crazy bitch," "What the hell was that?" "Don't freak out," "Jeez," "You're such a girl," "Kiss this, bitch," "Shut up," "I know you're pissed," "Bust a cap in his ass," "A hell of a day," "Get a haircut with your bitch ass," "He's an ass...hole," "Where the freak did you find..?" "Look in my eyes and tighten your sphincter," "Bollocks," "My ass," "Don't get snippy with me, fleshling," "Freaking munchkin," "Little people are mean," "You dumb ass," "Your little punk ass," "We're about to get our asses whooped," "I'm too old for this crap," "Stay on my ass" and "Let's roll."
  • The fighting, action and other stunts might be enticing for some kids to imitate.
  • Mikaela wears a midriff-revealing top.
  • Mikaela hot-wires a car do that she, Sam and Leo can escape from a Decepticon.
  • A Decepticon suddenly rips a roof off a building.
  • An extreme amount of action-oriented, heavily dramatic and suspenseful/ominous music plays in the film.
  • We briefly hear part of the song "Super Freak" playing ("She's a super freak. The girl's a super freak.")
  • At least 6 partial uses of the "f" word (said as "F-ing," "F" and an incomplete "m*therf*ck," while "porked" is also used in that context), 6 "s" words, 1 slang term using female genitals ("p*ssy"), a possible one using male ones ("d*cky"), 13 asses (1 used with "hole"), 5 hells, 4 damns, 2 bollocks, 1 crap, 1 S.O.B., 14 uses of "Oh my God," 3 of "Oh God" and 1 use each of "Godforsaken," "My God" and a possible use of "G-damn."
  • Sam sarcastically comments on being the fruit of his parents' loins. His dad then pats his mom on her clothed butt as she ascends some steps. She calls him a dirty old man and he suggestively tells her she hasn't seen anything yet, all of which grosses out Sam. We also see one of the family's dogs vigorously humping the other (we hear someone say "You filthy beast"), and Ron jokes that Sam will see a lot of that in college too (presumably referring to humans and not dogs).
  • We see a rear view of Mikaela atop and leaning over a motorcycle wearing a midriff-revealing top and very small/tight denim shorts.
  • We see one family dog humping the other again outside.
  • About money Ron says might be coming to them, Judy says she's going to skinny dip in the pool they'll be getting.
  • Sam jokingly says he likes the way Mikaela says "cam shaft" and so she suggestively does so again.
  • Mikaela strips off her outer clothes down to what turns out to be a small/sexy dress.
  • Sam and Mikaela briefly kiss.
  • The comment "time to get my sexy on" is made.
  • We see a poster of a bikini-clad young woman in Leo's dorm room, while he also comments on the "pretty Betties" at their school and has a listing of the "hot freshmen 55."
  • Referring to the media but purposefully said out of context, Leo tells Sam not to be sucking the "sack." When Sam asks what sack, another guy says the "ball sack," but Leo then explains.
  • While high, Judy blabs on about her son having recently gotten his "cherry" popped and that he didn't realize she could hear everything. After she's accidentally knocked down, Ron pins her to the ground to try to control her, and she suggestively states, "Professor, I'll do anything for an A."
  • Leo comments about getting his freak on at a party where the camera focuses on some young, cleavage-revealing women dancing in small attire. One attractive girl then blatantly comes on to Sam, saying she wants to have fun and then straddles his lap, face-to-face. Despite him saying he's in a relationship, the girl suggestively says they can pretend to be boyfriend and girlfriend, but Sam manages to get away from her. But she then joins him in his car, with the camera focusing on a lot of exposed leg. Bumblebee (in car form), however, puts an end to that (after playing brief lyrics of "Super Freak") and nothing else happens.
  • A professor uses all sorts of innuendo in his lecture, aimed at the young and attractive coeds in his class. That includes uses of terms such as "nubile," "virgin," and "throbbing," while also stating that there won't be any questions until after the "climax" of his lecture.
  • A small Decepticon says about Mikaela, "You're hot, but you ain't so bright."
  • The same college girl from above again comes on to Sam, kicking Leo out of the room before closing the door (he pleads if he can just watch). She then pushes him down onto the bed and then straddles him before lying down face to face on top of him. But we then see a long, robotic/metallic tale come out from under her short skirt up toward him, but it quickly retracts upon a sound at the door (we see a brief rear panty view, while Mikaela comes in to see the girl on top of and kissing Sam). When it's revealed that she's really a Decepticon, Leo can't believe that he had dreams of having sex with her. Meanwhile, Mikaela is mad at Sam for supposedly cheating on her, but he complains about being attacked, with some non-explicit sexual terms (such as "hump") thrown in during his self defense.
  • Judy gets a call from a Decepticon, and since she can't understand it, she says she isn't impressed by his perverted mouth breathing.
  • As Simmons changes clothes, we see a close-up of his bare butt cheeks in his jock strap, and then a close-up view of the pouch in the front (played for laughs).
  • As a diversion, Leo comes out of a public restroom with his pants around his ankles (he's in boxers).
  • A small Decepticon vigorously humps Mikaela's leg/boot.
  • Sam, Mikaela, Leo, Simmons and some Autobots are instantly transported thousands of miles and land hard in the desert, with Mikaela ending on top of Leo (face-to-face), with her head near but not quite on his crotch. When they regain consciousness, he likes the view, but then complains, "You landed on my testicles" and "My balls..."
  • From time to time in the film, Mikaela shows varying amounts of cleavage.
  • Simmons stands beneath a huge Decepticon where two large metal ball-like structures hang and clang below that, with Simmons stating he's directly below the enemy's scrotum.
  • None.
  • Sam's parents experience separation anxiety regarding him heading off to college.
  • Sam's parents think he's dead after he's hit by an explosion and others try to perform CPR on him.
  • The depiction of robots in this and other movies.
  • Sam's parents experience separation anxiety regarding him heading off to college.
  • Long distance relationships in college.
  • Unless otherwise noted, the following is mostly bloody free.
  • In 17,000 B.C., an enormous Decepticon stomps down on at least 1 primitive man, while another is scooped up and killed.
  • There's a Transformer battle in Shanghai where machine guns, explosives and other weapons are used, with all sorts of intense action, large-scale property damage and presumed human deaths occurring (we see cars crashing, a Decepticon smashing through a huge bridge, a car being cut in half, etc.) until the Decepticon is damaged and then killed with a final blast.
  • A sliver of the Allspark burns Sam's finger before hitting the floor and burning through that and continuing down through the house. It causes various small appliances to turn into small Decepticons that cause all sorts of havoc, including firing small but still potentially deadly gunfire at Sam, his dad, and the family dogs. Bumblebee then comes to the rescue, blasting all of those small Decepticons, all while Judy ends up accidentally hitting her head on a hanging flower pot.
  • Mudflap and Skids bash each other about (played for comedy).
  • While high, Judy is accidentally knocked to the ground.
  • Several Decepticons attack an installation, killing some humans (gunfire, explosions, etc.).
  • To prevent a college girl from seducing Sam, Bumblebee (in car form) slams on the brakes, thus causing her head to hit the dash. That's followed by some sort of automotive fluid spraying her in the face.
  • Some Decepticons appear to hit each other underwater as Megatron is freed. As he speeds to the surface and takes flight, a submarine is hit and flipped up out of the water (we don't know about the crew).
  • Megatron hits a subordinate Decepticon and grabs him by the throat.
  • Mikaela grabs a small Decepticon about before using a blow torch on his eye.
  • A college girl comes on to Sam. She then pushes him down onto the bed and then straddles him before lying down face to face on top of him. But we then see a long, robotic/metallic tale come out from under her short skirt up toward him, but it quickly retracts upon a sound at the door. When that distraction is gone, the same comes from her mouth and grabs Sam around the neck, thrashing him about the room. He manages to escape, with the now fully revealed Decepticon firing a blast through the door and/or wall out into the hallway. Sam, Leo and Mikaela flee into a library where the Decepticon blasts bookcases and such. They then flee in a car, with the Decepticon jumping onto that and driving its metallic tail through the windshield before Mikaela purposefully drives into a post, crushing and killing the Decepticon.
  • A Decepticon in the form of a helicopter grabs a car containing Sam, Mikaela and Leo, flies them away, and then drops that car down through a wrecked building. The car lands hard (the air bags deploy) before being cut in half to reveal the three still inside (they're banged up, but otherwise okay). Megatron then grabs Sam, throws him aside, and then pins him down (pinching his arms), while a small probe sends tentacles and such up his nose and then a smaller device into his mouth (with related tentacles coming out of his nose). It then prepares to cut open his head with a small rotary saw to get his brain, but an Autobot arrives and battles Megatron (smashing each other about and firing guns, etc.), thus allowing the humans to escape.
  • Optimus Prime battles Megatron and other Decepticons out in the woods (smashing through various trees, etc.), all as Sam hides and then tries to flee from several gargantuan Decepticons that chase after him. The Decepticons bash and blast Optimus Prime, but he kills many of them before Megatron kills him, stabbing something large through his chest before blasting him.
  • Megatron beats up a subordinate Decepticon atop a building, bashing and kicking him, etc.
  • An aircraft carrier is hit by many large energy blasts, destroying and ultimately sinking it (we see bodies, jets and other debris sinking below the surface).
  • Energy blasts hit streets, buildings and such, presumably wounding or killing many people (we hear that 7,000 are dead from that and the above entry) and causing all sorts of property damage.
  • We see various flash images of destruction caused by the Decepticons.
  • Simmons tasers one guard, while Leo does the same to another. But he ends up falling over one of those men, accidentally tasering both himself and the guy on the floor.
  • Jetfire comes to life and accidentally fires a missile backwards and bangs into other planes on display before bashing through a wall to get out of the museum.
  • Sam, Mikaela, Leo, Simmons and some Autobots are instantly transported thousands of miles and land hard in the desert, with Sam ending up with a burned hand in the process.
  • We see a brief flashback to an ancient Transformers battle.
  • Lennox smacks Galloway to get his attention before the latter is yanked out of the back of an open transport plane when his parachute deploys.
  • Mudflap and Skids fight in an ancient temple, bashing a wall, with Bumblebee then throwing both outside.
  • A Decepticon, in the form of a fighter jet, fires missiles at various cars, resulting in explosions all around them. With Leo freaking out, Simmons tasers him.
  • Decepticons cause all sorts of property damage to ancient Egyptian ruins.
  • Sam and Mikaela try to hide from Decepticons that are looking for them. A Decepticon suddenly rips a roof off a building and then tries grabbing Sam and Mikaela. The two then flee, trying to avoid things being smashed or blown up behind them, including the top of a building that explodes just as they jump off it.
  • A gargantuan Decepticon starts sucking up everything in front of it (sand, vehicles, etc.), with Simmons and Leo trying to hold on. Mudflap is also sucked toward and then into it and its grinding gears. We think he's dead, but he then attacks the huge Decepticon from inside and outside.
  • Bumblebee fights various Decepticons, with a large tiger-like one then attacking him. But Bumblebee grabs that one and breaks and pulls out its spine, killing it.
  • Various explosions hit various humans, while one helicopter crashes and another is shot down. Tanks, jets and other weaponry are used to fire upon the Decepticons during this battle, while Autobots also fire on the Decepticons and vice-versa. All sorts of property damage occurs during this (including to a pyramid), while Jetfire joins the fray and destroys various Decepticons.
  • The military fires and drops all sort of huge bombs that cause massive explosions as the humans try to flee out of the way. Sam is blown aside by one of them, and appears dead as others try to perform CPR on him.
  • The Fallen smashes some military vehicles, while telekinetic or similar powers are used to lift up others that are then dropped a long distance along the side of a pyramid.
  • Optimus Prime and Megatron battle (with the former damaging the latter), followed by Optimus Prime battling and killing The Fallen (driving his hand through his chest).

  • Reviewed June 22, 2009 / Posted June 24, 2009

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