Transformers: Dark of the Moon is a 2011 American science fiction action film directed by Michael Bay, and it is based on the Transformers toy line. It is the third installment in the live-action Transformers film series, and is the sequel to 2009's Revenge of the Fallen. It is also the first film in the series that was not co-produced by DreamWorks, leaving Paramount Pictures as the sole distributor. The film stars Shia LaBeouf, Josh Duhamel, John Turturro, Tyrese Gibson, Rosie Huntington-Whiteley, Patrick Dempsey, Kevin Dunn, Julie White, John Malkovich, and Frances McDormand. Its story is set three years after the events of Revenge of the Fallen, and follows the warring Autobots and Decepticons as they battle to possess powerful technology from their homeworld that had crashed on Earth's moon. Returning Transformers include Optimus Prime, Bumblebee, Ironhide, Ratchet, Sideswipe, Skids and Mudflap (as cameos), Wheelie, Megatron, Starscream, Soundwave, Barricade, Sideways, Long Haul, Scrapper, and Brawl.