Megatron (Transformers: Prime)

"Behold!! The age of the Decepticons!!!"

- Megatron, whilst activating the Omega Lock, using it to revive Cybertron and cyberform Earth.

"And one shall fall... you, Optimus Prime!"

- Megatron to Optimus before they battle.

"Megatron is commanded by NO ONE!!!!"

- Megatron after resisting Unicron's control.

Megatron is a recurring antagonist of the Transformers "Aligned" universe. He serves as the main antagonist of the Transformers: War For Cybertron games and the 2010 animated series, Transformers: Prime. He later returned as the secondary antagonist (later anti-hero) in the television film Predacons Rising.

He was voiced by Frank Welker.

Early years
Megatronus (named after the Prime of the same name) was a gladiator in the pits of Kaon who disagreed with the corrupt system and vowed to bring down the system and bring equality for all, thus becoming political. In his mission he met the young Orion Pax, who assisted him in his mission and the young Orion came to see Megatronus as a mentor of such. Megatronus also gained a large political following including Soundwave. Megatronus decided to shorten his name to "Megatron" before seeing the high council. However once there Megatron revealed his true colors and demanded the old way be thrown over by force and demanded to be named the next Prime. Orion, however did not agree with Megatron's proposal and proclaimed a much more peaceful way of life which threw Megatron into the dark.

Great War Begins
Enraged, Megatron severed all ties with Orion and went on to create the Decepticon army with his followers, which took the remaining population by suprise who in response named themselves the Autobots. In addition to Soundwave, Megatron would gain many followers such as the treacherous Starscream, the logic-ruled Shockwave and the Vehicon army.

Corruption of Cybertron
When the war was in its peak and infancy, Megatron led the the Decepticons. Determined to corrupt the core of Cybertron with Dark Energon to establish absolute control over the mechanical planet, Megatron allied with a formerly neutral Starscream and his forces and seized a full scale assault upon the Autobot's capital city, Iacon. Megatron did so to find the Autobot's leader, Zeta Prime, rip the key to Cybertron from his hands, and use it to unlock the core. After shredding through the city with the help of Starscream's air-support, Megatron beat Zeta, had his arrested, and thrown into Kaon's prison before taking the key for his own. However, Megatron soon realized that the "key" wasn't the actual key. It activated the true key, which was no object. In fact, it was a living, battleship sized Autobot named Omega Supreme. Having Omega hot on their tails, Megatron, Soundwave, and Breakdown traversed the lands of the core to finally beat the beast and forced him to unlock the very thing he guarded. Megatron's goals were a successful, deviously laughing as all of Cybertron was infected with Dark Energon by his own hands.

Aftermath
Though Megatron ruled Cybertron with an iron fist, the Autobots were relentless to surrender. Now led by the bold officer, Optimus, Megatron had his new nemesis arrested only for him to break out, free the already imprisoned Autobots, and save Zeta. Zeta unfortunately died of his torture woulds and Optimus, now a Prime, was labelled the last hope for the Autobots. Prime even beat the Decepticon's ultimate weapon, Trypticon, sparking a fresh bitter rivalry between Optimus and Megatron.

Rise of the Dark Spark
In Rise of the Dark Spark, Megatron is first seen monologuing alongside Optimus Prime, on the current conditions on the Great War for Cybertron. He notes that the Autobots are nearly defeated, and that it is the Decepticon's finest hour. He then gives a small narraration on the Dark Spark, and how it's the opposite of the Matrix. His second appearance is one over Shockwave's communications channel, where he tells the former to obtain the Dark Spark, before reprimanding Starscream over his questioning. After this small banter, he basically remains dark in terms of presence, until the mission "Ascension".

During this mission, he essentially tampers with the Dark Spark's powers, showing that it also possesses powers much like Dark Energon. He eventually challenges Optimus to a fight, using his newly obtained might to raise Cybertronian footsoldiers to fight Prime. This leads to Prime having to destroy 4 pillars, which restore Megatron's power, and once they're destroyed, they use the Matrix of Leadership and Dark Spark against the other respectively.

The Matrix is shown to be the prevaling force, and it creates a massive explosion in the confined quarters, causing both parties to be launched backwards, incapacitated. Megatron is too weak to move, and thus, is dragged off by a surprisingly worried Shockwave, whilst Prime stands up, pushes his chest panelling back in place, and looks up, only to realize the Dark Spark has been launched into space. The distressed Autobot Leader laments on how he feels "its presence will be felt elsewhere".

Rebirth
After Optimus was informed by the spirit of Cybertron's core that it was far too damaged and corrupted to sustain life, he had to call the Autobots into retreat, herding them onto an "over-sized cargo hauler" called the Ark. However, Megatron refused to let the beaten bots flee and instead activated several anti-aircraft canons to make sure the Ark doesn't leave Cybertron's surface. The cannons were destroyed by the city-sized Autobot Metroplex who also squashed and murdered Megatron under his vast palm after the Decepticon captured Optimus. Megatron, who was just a dead hunk of scrap metal, finally had his position replaced by an disloyal Starscream. Soundwave was displeased with the death of his master and secretly constructed him a new body before reactivating his fallen commander and bringing him back to life. Megatron then barged out of Soundwave's workshop, ripped Starscream from the throne of the Decepticons, and re-established his leadership amongst the corps. Megatron later had Trypticon, who was a failure in a state of catatonia, rebuilt into the Nemesis, which followed the Autobots' Ark up into space.

Final conflict
The two ships were headed towards a mysterious black hole, and as they waited to soar into it they had a final brutal conflict. Optimus and Megatron met up on top of the Ark where they had a violent sword fight. The struggle led to the "death" (or major injuring) of Bumblebee, who attempted to intervene. The two robotic commanders continued their vicious conflict until they, the Nemesis, and the Ark were all sucked into the black hole, shot into an enigmatic section of the universe...

Iacon Relics
Following his successful attempt to get Orion Pax on the side of the Decepticons, Megatron was able to get in contact with the rest of the Decepticons and tell them of his soon emergence aboard the ship. He told them that he was to be shown every courtesy and said that the first to address him as Optimus Prime would have their voice-box torn out. After his second-in-command Airachnid questioned if it was wise to have a former Autobot have free access, Megatron told her that nothing happened aboard the ship without his knowledge before telling her that she would do well to remember that. He told her that there still was no need for concern and stated that Orion did not possess the same fight Optimus Prime was so renown for.

After Airachnid questioned what use he was to their cause, Megatron told her to rest assured before concluding that Orion Pax would indeed earn his places. In part of his ploy to trick Orion, Megatron told him that Ratchet was the leader of the Autobots. After Orion related that he could not conceive that Ratchet would be responsible of such horrors, Megatron told him to think that the "Doctor of Doom's" quest for power continues. As another part of his lie, he told Orion that his marauders pursued the Decepticons to the planet's orbit before saying that the Decepticons felt Earth's species were not ready to behold them. In what can be seen as plagiarism, he told the new Decepticon that the Decepticons had sworn to protect Earth, something Optimus and the other Autobots made their intention. After Optimus questioned why the Decepticons were called what they were, Megatron continued to lie, telling him that it was another Autobot scare tactic.

He related to his comrade that the name was meant to demonize the Decepticons and that instead, the group saw fit to wear it as a badge of honor as he recalled that if speaking the truth was deception, then they were gladly guilty. Megatron stopped the conversation, telling him that there would be plenty of time for catching up and that for the time being, he would need to rest. When talking to Knock Out, the Decepticon medic asked if they should beef-up the security around the Nemesis. However, Megatron told him that he believed that their new Decepticon would preform most well if he did not feel threatened or confined in any way. He revealed to Knock Out that he had placed his room of operations near the energon vault, which was always under constant surveillance. When returning to Orion Pax, he began to realize that his former ally and now fellow Decepticon asked many questions, even having to tell him that Starscream was dead.

When talking to Soundwave, he related his opinions on Orion and told him that it was a matter of time before he unraveled their fabrications. He only hoped that Orion was able to complete Project Iacon before he was forced to destroy him, once and for all. Things took a turn for the worse for Megatron when Autobot Arcee was able to get aboard the Nemesis. When the Vehicons were easily defeated by her, Megatron watched and remarked in surprise to their unsuccessfulness. After Airachnid asked Megatron to allow her to fight Arcee, Megatron objected, telling her that if Orion saw an Autobot or their destruction then everything he believed would be called into question. Megatron ordered that Arcee be escorted of the ship by Soundwave.

Confronting Orion
Following Arcee being teleported by Soundwave off of the Nemesis, Megatron confronted Orion about the incident. He apologized for the recent commotion and asked him if he was harmed in any way. Orion confirmed that he was fine and asked Megatron why he had told him that Starscream was dead before the Decepticon leader told him that he was dead to their cause. He told Optimus that Starscream was his most trusted lieutenant until he turned traitor and joined the Autobots. He continued by stating that never had he witnessed a more profound act of deceit before asking Orion if Starscream had done or said anything troubling to him. After Orion told him that he had not, Megatron said good and told him that perhaps it be best for him to forget about the incident and return to his project. Megatron soon left Orion alone and began to talk to Soundwave.

He told his longtime ally that he made a mistake not terminating Starscream a long time ago, calling it a mistake he did not intend to make again.

Dreadwing's Arrival
Decepticon Dreadwing arrived on Earth, joining up with Megatron and the other Decepticons aboard the Nemesis. He welcomed the Decepticon to his ranks, stating that he was as loyal as his twin

Skyquake. However, Dreadwing had arrived to seek vengeance on the one responsible for his twin's death. Following Soundwave's playing of a clip of Skyquake's demise, Megatron related that Skyquake had died under the command of Starscream and not of his own. After Dreadwing related that every Autobot on Earth would die for his twin's death, Megatron reminded him that Autobots were only dealt with when he commanded.

After Dreadwing went after the Autobots regardless, he contacted Megatron, whom reminded him that he had ordered him not to do so. After Dreadwing told him of his current attempt to kill Optimus, Megatron related to him that Optimus was not so easily vanquished, a fact that he had been trying to get his fellow Decepticons to realize each time one tried to kill him. Regardless, Megatron allowed Dreadwing to have his vengeance, only in the memory of his

departed twin and told Soundwave that he would be surprised if they ever hear from Dreadwing again. He soon began to grow tired of Airachnid, especially after requesting to be reminded of her loyalty by Soundwave, whom played a clip of her telling the Decepticons to consider a future without Megatron. He proceeded to order Dreadwing to kill her on his upcoming mission, telling him to avoid fighting her in corners. Ultimately, Dreadwing failed and his other loyal Decepticon Breakdown was killed instead by Airachnid.

Megatron angrily scolded Dreadwing for not going after his deceased comrade's remains. The Decepticons were soon contacted by Airachnid, whom's signal was being tracked by Soundwave and challenged Megatron to come and defeat her. Though Dreadwing asked him if he could accompany him, Megatron angrily deemed that he had his chance and failed before taking off to fight Airachnid. Megatron came to Airachnid's location and was soon attacked by that of her Insecticon, whom profoundly pushed him and began to fight him. While Megatron battled the beast, he told Airachnid that she and her Insecticon would do best to remember his own previous training in the pits of Kaon. Despite being able to defeat and kill the Insecticon, the beast had a large amount of stress placed on his body, causing Megatron to fall to the ground after the Autobots came down to him. He asked Optimus if he planned to take him prisoner, only for the Autobot leader to place his blaster in front of his face.

However, Megatron's luck managed to come into effect when Dreadwing, disobeying his orders arrived with the other Decepticons. Though Optimus planned to kill Megatron there and now, he gave in after Dreadwing stated that the Decepticons would not attack him in return if he spared him. However, as Megatron left, he pulled the unthinkable by going back on Dreadwing's word and ordering the Vehicons to attack the Autobots while he and Dreadwing made an escape. While flying, he promoted Dreadwing to that of his new second-in-command.

Wheeljack's Involvement
With the Decepticons returning from their quests to retrieve the relics, Megatron questioned how only Soundwave was able to bring him back anything other than an excuse. Hardshell stepped to him and admitted to having killed Bulkhead in retaliation of Tox-En's destruction at the wrecker's hands, something that made Megatron deem that perhaps their endeavors had not been wasted after all. After stopping Hardshell and Knock Out from engaging in battle, Megatron asked Hardshell if he was certain that the one called Bulkhead was exterminated, being assured by him that the Insecticon had succeeded in terminating the Autobot by his very own hand.

As Knock Out complained over his paint job being ruined by the Insecticons, Megatron told him to spare him the dramatics and told him that it was merely a scratch. While Knock Out continued to bicker with Hardshell, Megatron was called away by a Vehicon, alerting him of a call that was coming from one of their mines. He asked him what seemed to be the problem after being alerted and discovered from the Vehicon that the caller would only speak to him. Recognizing the caller as Wheeljack, he told the Autobot that the loss of one mine would hardly be a blow to the Decepticon cause after the Autobot told him that he was sitting on one. Wheeljack told him that he was going to continue his attacks on the mines until he was given what he wanted, causing Megatron to ask what it might be before he discovered from the Autobot that Bulkhead had only nearly been killed and questioned Hardshell immediately. While Hardshell proclaimed his innocence and told his leader that the Wrecker was lying, Megatron ordered that if he had not killed Bulkhead, he best kill Wheeljack after telling the Insecticon that he owed him a spark. However, Hardshell was killed and his body was brought back to the warship where an Insecticon informed Megatron it was a human girl named Miko, which made Megatron look deeply surprised.

Silas' Emergence
Megatron was shocked that Silas has integrated his body with Breakdown's spark, resulting the birth of Silas that he distasted with. Nevertheless, he allowed "Silas" the opportunity to prove himself worthy of a place in the Decepticon ranks by supplying them with a Project Damocles satellite. Though the initial results were promising, he sent Silas to terminate Raf when the boy's hacking threatened to railroad their plans. When Silas failed to do so and the satellite was stopped, Megatron called him back, and handed the former MECH commander over to Knock Out for dissection and experiment with the medic Decepticon's experimental synthetic energon that previously salvaged from Ratchet's.

Duel between Star Sabers
After sent a decoy for Autobots, he was horrified withe the discovery of Star Saber, where he realized that Optimus would be dangerous than ever had he reclaimed the weapon. So he had his minions to immediately secured the saber along with the boulder that stuck with it. Unfortunately, the arrival of a new Autobot delayed them long enough that the other Autobots discovered the deception. Optimus quickly managed to get hold of the sword despite Megatron's best efforts, and as the Autobot leader unleashed the sword's power, Megatron was forced to retreat in his ship, noting it was now the Decepticons' darkest hour.

He then schemed the plan to create the original Star Saber's equal. As he required a body part of a deceased Prime to use Forge of Solus Prime, Megatron took Dreadwing through the space bridge to Cybertron, and broke into the tomb of a Prime. After having Knock Out graft the Prime's arm onto Megatron, he was finally able to use the Forge of Solus Prime to forge a Dark Star Saber with some of his Dark Energon. Once Soundwave decrypted a new set of coordinates, he got the opportunity to test it on Arcee and Smokescreen when the pair found the first Omega Key, whom he swept aside with ease. With new-found confidence, Megatron challenged Prime to a duel, and though his new sword cleaved right through the Star Saber, Megatron was unable to stop the Autobots from getting away with the Omega Key. He did take a custom to his new weapon, arm, and vowed that even if Optimus has the Iacon relics, it wouldn't be enough to take on Megatron with his new sword.

The Omega Keys
Gloating of his destruction of the Star Saber, he allowed Knock Out the opportunity to retrieve the next relic. Upon his return with another Omega Key, Megatron was intrigued by the relic, believing it to be part of a larger piece, and put the doctor to work analyzing it. He was less impressed with Dreadwing who returned empty handed from his mission (which would be the second time), and asserted that they needed to locate the Autobot base to recover their relics. Then Soundwave decrypted the final part of the Iacon databse, revealing Smokescreen to be relevant to their search.

Fight for the keys on Cybertron
After they extracted the Omega Key from Smokescreen, Megatron had Knock Out perform a cortical psychic patch procedure on the Autobot to learn their purpose. After discovering that all four could be used to revitalize Cybertron, he left Knock Out to find out where the Autobot base was, Megatron went to place the Omega Key in storage. However Smokescreen escaped and snatched it out of his grasp and made off with the other key as well. Though Megatron and his men gave pursuit as the Autobot jumped off their ship, Smokescreen got away. The Decepticon leader told Dreadwing they would need to locate the Autobot base quickly to retrieve the other keys, only to find Starscream on the bridge, with all four of the Omega Keys as a peace offering.

Reconciling with Starscream
Intending to find what Starscream really planned, Megatron had himself plugged into the rogue Decepticon with a psychic patch. Despite most of Starscream's memories turning out to be incriminating, he was eventually convinced to allow Starscream to rejoin the Decepticon ranks.

Autobots' Darkest Hour
Megatron attempted to stress to Dreadwing that the Decepticons needed to be united. Unfortunately Dreadwing was more interested in slagging Starscream, and Megatron had to blow a hole through him, thus killing Dreadwing. Megatron vowed at Starscream to not make him regret which one of them he spared. Once the location of the Omega Lock was established, Megatron took the Keys to Cybertron to find it. He and his men were attacked by the Autobots, who got away with the Keys while Megatron was otherwise occupied with fighting Optimus with his fixed Star Saber. Megatron was shocked that Smokescreen brought the spark extractor which destroyed Megatron's men and left the warlord by himself as he destroyed the device with his sword. With some help from Starscream, Megatron got hold of the Autobots' human friends to use as a bargaining chip to secure the return of the Keys.

Once he had the Keys back, Megatron had the lock activated and revealed that he intended to use it on both Cybertron and Earth so he'd have two worlds to rule, starting with Earth. Shockingly, this news resulted in Optimus slicing Megatron's sword arm off before destroying the Omega Lock. Though the Autobots escaped, Megatron would have the last laugh, as he knew the location of their base and used the Omega Lock to create a fortress there before Optimus destroyed it. If he could not conquer Cybertron, he could at least conquer Earth. From the Nemesis, he and his men attacked and destroyed the Autobot base as their first act of aggression.

Megatron rules over Jasper/Shockwave returns
As the Decepticons were unable to find any corpses in the rubble, Megatron ordered worldwide surveillance. He got the opportunity to test his new citadel's fusion cannons on some foolishly attacking humans, and contacted Agent Fowler, claiming to want to co-exist peacefully with humanity. With the continuing failure of Starscream to get any information out of the captive Wheeljack, Megatron sent Knock Out to Cybertron to search for the relics lost during the Omega Lock battle. He was pleased when Knock Out returned with the long lost Shockwave.

Megatron appointed Shockwave his first lieutenant in charge of science. With failures mounting, including an aborted attempt by Starscream to track down the Autobots by freeing Wheeljack with a tracking device attached, Megatron's anger grew, leading Shockwave to bring to Earth a Predacon he had cloned.

Beast Hunters
After viewing the Predacon, Megatron told Shockwave that it did his spark good to see him tampering with creation. Though he received advisement from Starscream to not approach the Predacon, Megatron ignored him and referred to the Predacon as primal magnificence. Shockwave had the Predacon examine spilled energon of Wheeljack, with Megatron then sending the beast off to find him by uttering "let the hunt begin." The Predacon returned, failing to defeat or capture Wheeljack.

Later on, Megatron ended up berating Starscream and asking why his forces were scattered for no logical reason. Soundwave then presented a hologram representation of the Harbinger to Megatron who then proceeded to scream at Starscream over leaving Decepticon technology fully operational and unsecured. He later went on to stop and defeat Ultra Magnus from destroying Darkmount's cannon energy supply before forcibly bringing him to the top of Darkmount to announce his intentions; to execute all their prisoners, and to fire Darkmount's fusion cannons at the nearest human metropolis. He was then stopped by the untimely return of his enemy, Optimus Prime who had returned with a new form and proceeded to pummel Megatron, going as far as to send Megatron flying into the throne on the fortress. A short time later, he tried to stop Prime from destroying Darkmount, however, Prime gained the upper hand and threw Megatron into Darkmount's power core. Utterly defeated and horribly weakened, Megatron was then led from the crumbling base to the Nemesis.

After the return of Optimus Prime and the destruction of Darkmount, Megatron's forces would continue to dominate in their search for Predacon bones in order to raise an army of beast warriors. His forces would suffer a major setback when Starscream and Knock Out attempted to create a super-soldier using Synthetic Energon, Dark Energon and the captive CYLAS as a guinea pig.

With the revelation of Predaking's ability to transform and his newfound intelligence,[10] Megatron realized that the Predacons were a potential threat and decided to terminate Project Predacon. Following Starscream's advice, he allowed the Autobots to discover Shockwave's laboratory and destroy all the Predacon clones. Predaking would later swear revenge on the Autobots, not knowing of Megatron's treachery. The destruction of the clones would also reveal a means to restore Cybertron and cyberform Earth as Synthetic Energon was shown to react with cybernucleic acid to form cybermatter.

Megatron would then commit his forces to rebuilding the Omega Lock and complete the formula for Synthetic Energon. To achieve that goal, he had the Autobot Medic Ratchet captured and convinced him to further complete his work on the subject. [11].[12] Once the formula was completed, Megatron gave Ratchet to Predaking to eliminate him. However, he didn't count on Ratchet convincing the Predacon that the Decepticon leader was really responsible for the destruction of the clones. [13] This caused Predaking to go on a rampage to confront the Decepticon Leader, during their conflict, Predaking easily bested Megatron, sending him flying across a hallway after a brutal beating. Starscream however, distracted Predaking long enough for Megatron to blast the Predacon out an airlock. At that point, the Autobots attacked the Nemesis, leading up to the final battle with the Decepticons.

Final battle and death
Megatron then engaged in battle with Optimus Prime, having the advantage of the Dark Star Saber, however Optimus's new body allowed the Autobot leader to overpower Megatron. Due to the actions of the humans taking over the bridge, his own saber being knocked from his grasp, the Wreckers destroying his remaining troops and Smokescreen bringing the Star Saber into the fray, Megatron found himself being pushed into a corner. He then fired his fusion cannon at Bumblebee as the scout tried to bring the Star Saber to Optimus Prime, which resulted in Bee dying and falling into the Omega Lock before disintegrating, causing the Autobot leader to go into a rage while nearly pummeling Megatron to death, Megatron however, was able to turn the tables again with the Dark Star Saber and send Prime over the edge of the Lock with only a grasp on the side. He was about to deliver the finishing blow, but was distracted when he heard a new voice from behind, the voice belonged to the resurrected Bumblebee; who had been restored by the cybermatter in the Omega Lock. In that instant, Bumblebee pierced Megatron's chest with the Star Saber, extinguishing his Spark and slowly killing him as the others looked on in dismay, shock with even Optimus expressing sadness. Megatron's lifeless body then fell to Earth, burning through the atmosphere along the way. With their leader finally dead, the remaining Decepticons retreated with Starscream and Shockwave forced to share the last remaining escape pod from their ship.

Revival and Banishment
Megatron's body ended up underwater in Earth's ocean. The Dark Energon within him made it unable for him to join the AllSpark. Megatron was awoken by Unicron, who himself was awoken by the echo of Primus reawakening. Unicron transferred his entire mind into Megatron's body and upgraded it into a striking resemblance to Galvatron and took off for Cybertron. Among the upgrades was a Super-Luminal Space Drive, which allowed Megatron to reach Cybertron in mere hours without the need for a Space Bridge or ship despite the great distance between the two planets. Unicron forcefully told Megatron he would not be a ruler as Unicron would just use his body to destroy Cybertron, much to Megatron's dismay and shock. Unicron then traveled to Darkmount in an attempt to assassinate Bumblebee, Arcee, Smokescreen and Bulkhead. The four first believed it to be Megatron only to be corrected that it was in fact Unicron in possession of Megatron's body. Despite being in possession of great power, Unicron failed to extinguish any of the Autobots and deemed it fit to find a greater instrument of destruction.

Megatron later tricked Unicron into attacking the still alive Predaking in the hopes the beast would inflict enough damage on him to drive Unicron from his body. But this backfires as Unicron used his powers to easliy crush the beast. Megatron's life signal proved to be Unicron's weakness as the Nemesis could track it. During the conflict between Prime and Unicron, it is shown that Unicron was brutally torturing Megatron within his body, promising him "eternal suffering". When Unicron's anti-spark was finally torn from his body, Megatron was freed from the Chaos Bringer and regained control of his body again, with his eyes returning to their natural red. Starscream then arrived and talked about how his new body would "take things to the next level." Megatron then berated Starscream and announced to all present that having been a victim of oppression he had lost taste for inflicting it and that the Decepticons are no more, despite Starscream trying to convince him otherwise. Megatron flew off to parts unknown seemingly exiled himself for his past actions.

Before Optimus became one with Primus, he stated that even Megatron has the ability to change; even several other Decepticons (such as Shockwave, Knock Out, the Predacons and several Vehicons) agreed to put aside their differences with the Autobots to ensure Cybertron's survival.

Victims

 * Possibly numerous counts of unnamed Autobots
 * Vehicons
 * Dreadwing
 * Insecticons (under Airachnid's control)
 * Bumblebee (temporary, resurrected)

War For Cybertron
"I am dominator...I am the destroyer...I AM MEGATRON!"

"My victory will mark a brilliant new beginning!"

Transformers: Prime
"Decepticons!!! I have returned."

"Quit groveling and await my command."

"Optimus. Been well? I see you have brought your trusty watch dog."

"Arise, my legion!"

"Bravo Optimus. But this is but a prelude. You may wish to save your strength for the main event."

"Ah.. misdirection Optimus. You would've made a fine Decepticon."

"Haha! Optimus Prime! Your Autobot armies are defeated! Bow before your new master."

"So be it."

"The Autobot scout. The punishment for trespassing in my domain is your destruction!!"

"How could this be?"

"So tell me scout, what are you?"

"If this is my subconcious, WHAT ARE YOU DOING INSIDE MY HEAD???"

"Someone, besides myself, is unwell?"

"Optimus! Hahaha!!! Such irony. But after ages of endless battle, the mighty Optimus Prime is felled by a simple virus from a distant past!?"

"And what makes you think I would save the life of my oldest enemy?"

"After our deep history together, to not watch the spark end from Optimus' eyes with my very own..."

"Well played scout."

"The chemical formula for the cure you seek. Not that I expect you to know how to read it."

"Once you release me from this prison, you will have the cure."

"You tricked me!"

"No! Take me with you... TAKE ME!!!"

"I'm out! Or should I say in. Hahaha!!!"

"Go on scout. Obey my will."

"Bumblebee can't hear you anymore!"

"Decepticons. Your rightful lord and master has returned."

"Oh it will be a miracle all right, Starscream, if you survive what I have planned for you!"

"And how swiftly things change. To think that a short time ago it was you who was standing here while I was lying there. Right after your failed attempt to terminate me. But know this dear Starscream. Our postions shall never again be reversed."

"If Breakdown allowed himself to be captured by those smaller than him, weaker than him. He deserves whatever fate awaits him."

"Soundwave is quite competent at surveillance, I can assure you. The fact is Starscream, despite your treachery, I've allowed you to carry on this long because I took a certain delight in following your string of failures. But you've finally become tiresome, predictable...you've hit rock bottom."

"I suppose helping those less fortunate would be completely out of the question. If that is the case you may as well use your drill to finish me. I guarantee you will never have a better opportunity than right now....well what are you waiting for? Think of the glory! Seize the day! Optimus would."

"I will be sure to share the details of our little conversation with Optimus. The day I rip out his spark!"

"My second in command is a prisoner of the enemy. Which means all Decepticon intelligence could fall at the fingertips of the Autobots!!"

"Did you drop it you one-eyed oaf?"

"If a chemical can work for Optimus Prime's lap dog. Imagine what it will do for our troops."

"Why leave matters to fate when one can forge one's own destiny? Ha speaking of fate.."

"Your defeat was foreseen here by the ancients. What was it they wrote? The weak shall perish?"

"Rivers of your very life blood. Rising from the depths to become one with me."

"Megatron, leader of the Decepticons and your very herald the one who wielded the Dark Energon which binds us to awaken you once again. The prophecy has been fulfilled!"

"Master. I did not mean to overstep."

"It is rather ironic considering our last encounter. If memory serves, you were desperately trying to extinguish my spark."

"I would expect nothing less. However, I have a proposal. Join me in defeating our shared enemy. Unicron the Chaos Bringer."

"Unicron's life blood runs through me. Only I can hear his thoughts, anticipate his movements. Optimus, our past alliance Autobot and Decepticon no longer matter, not while Unicron lives."

"I can lead you directly into Unicron's spark. The very heart of his darkness."

"You can always be relied upon to listen to reason Optimus."

"Make no mistake. He already does."

"Optimus! Swiftly."

"Teamwork hmm."

"Don't you remember old friend."

"Our mortal enemies. We're out numbered. Go! I'll cover you."

"Orion Pax is one of us."

"... And the first to address him as Optimus Prime will have their voice box torn out."

"Orion, I am sorry about the recent commotion. You weren't in anyway harmed were you?"

"You will finish Project: Iacon by the time I return or I will carve out your spark before your very eyes."

"I should of removed more than that scout's voice box when I had the chance."

"Let us see what other long lost treasures we might be reunited with."

"The Decepticon cause is once again indebted to the contributions of Orion Pax."

"Conflicting agendas will only result in Chaos and failure. You would be wise to remember that Dreadwing. You are under my command now and as such you must follow my lead."

"I honed my skills in the pits of Kaon!!!"

"Clones! Well played Starscream, if you are even here among your underlings."

"Bring me Starscream's head on a stick and I will reward you as my second in command, all of you."

"A busy day for assassins."

"And together we shall crush Optimus Prime."

"Impossible!!! Trace the problem to its source and fix it!"

"Which is the fiercest among you?"

{{Quote|Move quickly and operate with a surgeon's skill. Do you understand me Knock Out?" {{Quote|Are you not the fiercest Insecticon?}} {{Quote|Did you retrieve the relic?!?}} {{Quote|How is this possible?? Four relics each within our grasp. And yet only Soundwave has returned with something other than an excuse.}} {{Quote|Perhaps this day is not lost after all.}} {{Quote|Then you owe me a spark. And if it's not the one belonging to Bulkhead, it had better be Wheeljack's!!}} {{Quote|The human factor did indeed tip the scales. In favor of my enemies.}} {{Quote|Who in the pits of Kaon is that??}} {{Quote|At last we take our rightful places, Optimus, as Gods wielding the power of the cosmos.}} {{Quote|Prime's lastest recruit is the final relic of Iacon?}} {{Quote|A pity you are incapable of flight.}} {{Quote|A word of advice: stop thinking aloud.}} {{Quote|I said stand down! That is an order.}} {{Quote|Do not ever make me regret which one of you I spared.}} {{Quote|I bested your little blade once...and I shall do it again!}} {{Quote|Then I will have no choice to open the pods exposing your pets to Cybertron's toxic atmosphere. And then we can all watch as they instantly perish together.}} {{Quote|Now if you please, the Omega Keys. One at a time.}} {{Quote|They can run but they can never again run home.}} {{Quote|Our oppurtunity to revive Cybertron has been lost. Due to the treachery of Optimus Prime!! But with our new fortress of Kaon. We will seize control over this world. Decepticons transform and rise up!!!}} {{Quote|This was the place.}} {{Quote|You do have a way with words Starscream. Make haste and unearth the Autobot corpses.}} {{Quote|Shockwave! This is quite an unexpected turn. I thought you had perished on Cybertron.}} {{Quote|And allow me to clarify the new chain of command. While Starscream will retain authority of military operations, Shockwave shall be my first lieutenant in charge of all scientific endeavors.}} {{Quote|Starscream. You would do well to take a cue from Soundwave on occasion and keep things to yourself.}} {{Quote|Is there no one who could bring me their heads?}} {{Quote|Then by all means. Activate the spacebridge.}} {{Quote|Shockwave. It does my spark good to see you once again tampering with creation.}} {{Quote|Such primal magnificence.}} {{Quote|You left abandoned Decepticon technology fully operational and unsecured?!?!" {{Quote|Ultra Magnus. Allow me to venture. You intend to disarm my fusion cannons by disabling their power core?}} {{Quote|Ultra Magnus! You are no Optimus Prime.}} {{Quote|Optimus!!!!!!!!}} {{Quote|What are you doing? No, we will not retreat!!}} {{Quote|They are not the remains of Predacons, Starscream. But rather, the remains of Predacon clones. For you see, our recent Autobot hunter wasn't the first beast super soldier Shockwave ever attempted to breed from prehistoric matter. During the war for Cybertron, I sanctioned the dispatch of a small army of these Preda-clones to earth, to unleash the beasts on unwilling Autobot forces stationed here. Once they accomplish their mission, the surviving Predacons had settle on this very world, for ages to come. Guarding the Energon reserves they had managed to secure, while awaiting my arrival. Of course our reunion was much delayed, and it would seem we lost the beast to the ravages of time.}} {{Quote|Shockwave. I understand you engaged Optimus Prime in the field.}} {{Quote|Excellent. For I am rather impatient, to witness my army of beast trample humankind, underfoot.}} {{Quote|Starscream, assume command of my beast.}} {{Quote|Starscream are you with the beast?}} {{Quote|You have performed well my pet.}} {{Quote|This will be a splendid contribution to the spawning of your Predacon brethren.}} {{Quote|Communications have been down for how long???}} {{Quote|Which is more than I can say for some.}} {{Quote|Please continue Shockwave. No, no one important.}} {{Quote|Come Starscream.}} {{Quote|Resulting in the loss of the Insecticon hive and over half our military troops.}} {{Quote|Well done Shockwave. Knock Out! I'm waiting.}} {{Quote|And I see you have been keeping secrets.}} {{Quote|Yet you are unique. A miracle of science, cloned by Shockwave, recovered from the remains of your body ancestors.}} {{Quote|Your vision... is boundless.}} {{Quote|You pride yourself on your evolution, yet you have learned nothing!}} {{Quote|The Autobots expand their forces, while ours continue to dwindle!}} {{Quote|As A Beast!!!}} {{Quote|Your assistance actually. To help complete a little science project.}} {{Quote|You should of heed my advice and face me as a beast.}} {{Quote|Prepare to join your scout in the Allspark!}} {{Quote|Unicron?}} {{Quote|I do not understand, why am I not one with the AllSpark? Do I yet live?}} {{Quote|So... I will live again?}} {{Quote|So we are to rule together? As one.}} ((Quote|But to destroy Primus... is to destroy Cybertron.}} {{Quote|That pest is the very one who robbed me of my spark. And now I possess the power to return the favor.}} {{Quote|But our merciless attack drove the Autobots into submission. They fled for their very sparks.}} {{Quote|Perhaps not destroyed... just damaged enough that our shared form will no longer be of use to you and force you to abandon what remains! For regaining my free will, even over a mangled and inefficient frame, is preferable to enduring awakening life as your slave!}} {{Quote|Who to root for? The lines have certainly blurred.}} {{Quote|Because I now know the true meaning of oppression... and have thus lost my taste for inflicting it.}} {{Quote|Enough! The Decepticons are no more. And that is final!|Megatron now learns his lesson and abandons the Decepticon cause}}

Trivia

 * Megatron's design in this version was combined version of his his live-action incarnation and his Generation One incarnation:
 * Megatron's helmet and legs design were derived from the Generation One counterpart. Also, both Megatron also had their fusion cannon attached on their right arm.
 * The rest of the elements of Megatron's physical appearance are derived from his live-action incarnation, particularly his ability to turned into Cybertronian Jet and demonic-looking visage.