Transformers: Revenge of the Fallen is a 2009 American science fiction action film based on Hasbro's Transformers toy line. The film is the second installment in the Transformers film series and a sequel to Transformers (2007). The film is directed by Michael Bay and written by Ehren Kruger, Roberto Orci, and Alex Kurtzman. Set two years after the events of Transformers, Revenge of the Fallen recounts the battle between the Autobots, led by Optimus Prime, and the Decepticons, led by Megatron. The Autobots and Sam Witwicky ally again to face an ancient Decepticon named the Fallen, who pursues revenge on Earth.