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Villain Overview

Revenge is mine!
~ The Fallen's most famous line.

The Fallen, originally known as Megatronus Prime, is a major antagonist in the Transformers franchise. After originating as a major antagonist of the Dreamwave Productions comics.

The Fallen also served as one of the overarching antagonists in the Transformers Cinematic Universe, specifically being the unseen overarching antagonist of the 2007 live-action film Transformers, the titular main antagonist of the 2009 sequel Transformers: Revenge of the Fallen and a posthumous antagonist in the 2011, 2014 and 2017 sequels Transformers: Dark of the Moon, Transformers: Age of Extinction and Transformers: The Last Knight.

Originally one of the original Primes, the Fallen went rogue and founded the Decepticons, and became the master of Megatron, seeking to rule the universe and wipe out both the Autobots and the human race.

He was voiced by Tony Todd, who also played Candyman, Luther Thompson in the third season of Scream, Zoom in The Flash TV series, Dreadwing in Transformers: Prime, Captain Darrow in The Rock, Grange in The Crow, and Shadow in Shadow: Dead Riot.



As revealed in Defiance, The Fallen was among the Dynasty of Primes, the first Cybertronians created by the Allspark. The Primes kept the Allspark charged with the power of stars. The Fallen believed the Allspark secretly communicated with him, anointing him it's chosen one. The Allspark created lesser beings to aid the Primes, including the Seekers and the Constructicons. The Primes vowed not to destroy stars with life, but the Fallen disagreed, and believed the energy should be taken regardless. He started to believe the Primes compassion would doom their race, and began to think evil thoughts. He began to believe he should get rid of the Primes, and have the Allspark's power for himself.

Tales of the Fallen

Over time, the Fallen began recruiting others to his side.The Fallen would deceive Jetfire, his most trusted Seeker, into unwittingly harvesting suns with life, reporting that there was none to him. After the Fallen discovered another planet quickly, Jetfire began questioning him on this. His master became impressed that he dared seek answers from a Prime, and told him the rest of the Dynasty had betrayed Cybertron. Their practice got The Fallen and Jetfire into trouble with the other Primes, and the Fallen defended his actions, and assured his brothers he would not make this mistake again. After the trial he claimed to Jetfire the Primes' refusal to sacrifice life to save their own planet would be its downfall, and that an army, called the Decepticons, had to be readied in case the Primes betrayed them all.

The Fallen attempted to build his own personal Star Harvester, with a counterfeit Matrix he had constructed. The unstable Star Harvester exploded, and infused the Fallen with unimaginable power. He travelled to many worlds, killing their inhabitants, and assimilating their technology, leaving dry husks in his wake. The Fallen evolved, and readied himself for his inevitable battle with his brothers. To bait his brothers, the Fallen and his army created a Star Harvester on Earth, an inhabited planet. Knowing either his brothers would take action (as he was prepared to kill them all) or would remain in limbo, he would win. Jetfire finally turned against his master, just as the remaining Primes arrived, falling into the traitor's trap. The Fallen warped Jetfire and his other underlings away and faced his brothers alone.

The Primes did not expect the Fallen's power, as he had become "so much more" than them. Using weapons stockpiled in personal dimension portals, The Fallen successfully killed the majority of his brothers. Only one remained, Prima, his greatest rival, who warped from location to location, with the Fallen following him. He believed Prima was simply fleeing, but in reality it was a trick. While the Fallen was exhausted from the teleportation, Prima gathered the energy of his bretheren, and banished him into a sarcophagus and the Fallen was trapped in another dimension, where he crashed into a desolate landscape, swearing revenge.


After thousands of years, long after the Dynasty of Primes passed into myth, the Fallen's sarcophagus was unearthed in modern day Cybertron, and brought to the chambers of Lord High protector Megatron. Sensing someone he could manipulate, the Fallen reached out to Megatron, filling him with a new resolve to destroy those who sought out the AllSpark. In the aftermath of Megatron's battle against a band of aliens seeking the AllSpark, The Fallen convinced him to seize control of Cybertron to make way for The Fallen's return. He also told him that Optimus sought the AllSpark for himself, and Megatron decided that Optimus and his followers deserved to be killed for this transgression.

The Fallen also ordered Megatron to build a space cruiser to seek out the Matrix. As the ship's construction came to an end, The Fallen told Megatron of his origin and his plans regarding Earth's harvester. The Fallen ordered Megatron to put his sarcophagus on the ship and then stay behind to fight Optimus's forces and safeguard the AllSpark. Soundwave and a majority of Decepticons crewed the ship. Meanwhile, the civil war between the Autobots and Megatron's Decepticons eventually led to the AllSpark being launched into space.

The Nemesis came across the AllSpark's energon signature. The Fallen spoke to Soundwave just as a ship crashed into the Nemesis, and disappeared once more through a portal. After landing the ship on a dead planet, The Fallen commanded Soundwave to pursue the ship though the portal. Later, Megatron found the abandoned Nemesis during his pursuit of the AllSpark. He spoke with The Fallen, who was furious that Megatron had taken a detour. He ordered him to resume the chase, confident that the Cube would guide them to the harvester.


Thousands of years later, Soundwave recovered a space bridge pillar from the Autobot ship. The Fallen informed Soundwave of Megatron's visit, and the Fallen used the pillar to warp space and time, leaving his prison. After Megatron's defeat in the first Movie, the AllSpark was reduced to a fragment.

Transformers: Revenge of the Fallen

Two years later, Megatron was resurrected by the Constructicons and returned to the massive Decepticon starship, The Nemesis. There, Megatron met with Starscream and then proceeding to reunite with his ancient master. The Fallen forgave Megatron from his failure and told his apprentice that the All Spark was merely a vessel for the power it contained and was now in the mind of Sam Witwicky. Megatron returned to Earth and captured Sam, but could not receive the information he needed when Optimus Prime arrived.

After a long battle, Optimus successfully killed Grindor but was killed himself by Megatron. Feeling pleased and confident at the last Prime's death, The Fallen ordered a full-scale Decepticon invasion of Earth. The Fallen himself led a group of Decepticons in the landing and the destroying of an aircraft carrier. Through the Decepticon Soundwave, The Fallen appeared on all of the earth's televised devices, demanding that the "human hive" hand Sam Witwicky over to the Decepticons, or be destroyed. This caused Sam Witwicky and his close friends to be labeled as international fugitives, and the Decepticons traveled to Egypt to prepare to activate the long-lost Sun Harvester.

Instead of turning over Sam, the Autobots and N.E.S.T. traveled to Egypt with the body of Optimus Prime. Sam, his friends, and a few Autobots (including Mudflap, Skids, and Bumblebee) are transported to Egypt by Jetfire to find the Tomb of the Primes and the Matrix of Leadership to resurrect Optimus. The U.S. military and Autobots engaged in a full-scale battle outside of Cairo. To battle them, the Fallen ordered more Decepticons to land on Earth and attack them and stop Sam from getting to Optimus.

During the battle, Megatron deployed the combination of all the Constructicons, Devastator to destroy the pyramid surrounding the Solar Harvester, but in the process, he was destroyed by a shot from the rail gun of a nearby destroyer ship under the direction of Seymour Simmons. In the chaos of Sam and Mikaela doing their best to reach Optimus, Megatron fired a rocket at Sam's feet, knocking him unconscious. Receiving a vision of the other Primes through the matrix, the Matrix was reformed and Sam revived. Sam then revived Optimus, but the Fallen teleported to their location and stunned all of the human soldiers and Autobots nearby. He stole the Matrix from Optimus's chest and teleported back into the skies.

The Fallen warped over to the Solar Harvester where Megatron awaited his master and activated it, mockingly saying that his brother Primes would never be able to stop him from his ambition. As the countdown began, the U.S. Military acted quickly to prevent the destruction of Earth. The military fired tank missiles and rocket propelled grenades at the pyramids, which barely missed hitting The Fallen and Megatron. Using his telekinetic powers, The Fallen pulled all of the soldiers and tanks up to the top of the pyramid, then dropped them out of midair to their destruction, killing them.

Seeing that he had to make the ultimate sacrifice, Jetfire offered Optimus his body parts and spark power, making him extremely powerful with flight capabilities. The Fallen pulled several rocks up to the skies to take out incoming aircraft, but Optimus dodged them, knocked Megatron off the pyramid, and tackled the Fallen. In midair, he fired a rocket which destroyed the Solar Harvester. Wrestling each other in midair, they landed in a nearby village.

Enraged, the Fallen commanded Optimus to join his brothers in death and they battled. The two seemed to be evenly matched until Megatron intervened and attacked Optimus from above. Optimus easily overpowered Megatron, blasting off half of his face and sending him flying through a nearby stone wall. The Fallen re-engaged Optimus, managing to rip off his sword and one of his rocket thrusters, using it to strike Prime in the face.

The Fallen then attempted to stab Prime with his spear, but Optimus parried the blow and impale the Fallen through the shoulder with his own weapon. He then demanded the Fallen's face and tore it off with the damaged spear, revealing his skull. Realizing that he was losing, the Fallen tried to flee, but Optimus ripped out his spark and crushed it, finally killing him. Horrified at his master's demise, Megatron (taking over as the new leader of the Decepticons) swore vengeance and fled with Starscream.

With the Fallen's death, the Decepticons retreated and the Human/Autobot alliance declared victory.


Unlike his brothers, the Primes, The Fallen is purely evil who despised Earth and humans when he attempt to wipe out humanity and destroy both the Earth and its sun to create Energon (fuel and life blood of Cybertronians). According to Jetfire, The Fallen is traitorous and too terrible to work for when he betrayed Jetfire and left him on Earth to rust. He is also a manipulator when he ordered Megatron and Cybertronians' security (the Decepticons) to do his dirty work. The Fallen seemed to have a good term with his apprentice and forgave him when he told he has much to learn from him. While losing against Optimus, The Fallen is shown to be a coward when he attempted to retreat but only gotten killed by the Last Prime.

Other versions

Transformers: Revenge of the Fallen Video Game

The Fallen voiced by James Arnold Taylor appears in the official game adaptation of the film Transformers: Revenge of the Fallen. He is not a playable character, but is the final boss of both campaigns, except in the Nintendo DS versions where the final boss is Optimus Prime or Megatron.

How Transformers: Revenge of the Fallen Should Have Ended

The Fallen makes an appearance in HISHE's parody of Transformers: Revenge of the Fallen. He is first seen having a conversation with his apprentice Megatron, who is questioning him that if he (Fallen) can only be beaten by a Prime & he (Megatron) just killed Optimus Prime earlier then that technically makes him more powerful than the Fallen. Unable to answer, a humiliated Fallen lied that it isn't & changes the topic of taking revenge on Earth & the Autobots while claiming he is still the leader of the Decepticons. Megatron realizes his master is lying & using him so he left, with the Fallen calling out "Oh, come on man!!". The Fallen is instead killed by the same experimental railgun that (was supposed to have) killed Devastator, who is just shown slacking off.

Aligned Universe

Main article: Megatronus (Aligned)

Prime Wars Trilogy

Main article: Megatronus Prime (Titans Return)


You see in the beginning there were seven primes, our original leaders. And they set out into the universe seeking distance suns to harvest. The primes set out with one rule, "never destroy a planet with life." Until one of them tried to defy this rule and his name forevermore was The Fallen.
~ Jetfire explaining The Fallen's origins.
Oh, you have much to learn my disciple, the cube was merely a vessel, its power, its knowledge can never be destroyed. It can only transform.
~ The Fallen's first lines
It has been absorbed by the human child. The key to saving our race now lies within his mind.
~ The Fallen
And you will, my apprentice, in time, for millennia, I have dreamed of my return to that wretched planet where I too was once betrayed by the Primes I called my brothers.
~ The Fallen about his plans.
Only a Prime can defeat me, and now only one remains.
~ The Fallen
Then the boy will lead us to him, and revenge will be ours.
~ The Fallen
The last Prime is dead.
~ The Fallen
Revenge... is... mine.
~ The Fallen
Citizens of the human hive, your leaders have withheld the truth. You are not alone in this universe. We have lived upon you, hidden, but no more. As you have seen, we can destroy your cities at will, unless you turnover this boy. If you resist us, we will destroy the world as you know it.
~ The Fallen threatening to kill humanity.
My Matrix!
~ The Fallen
My brothers could not stop me from this. Now, I claim your sun!
~ The Fallen
This planet will be dark forever.
~ The Fallen discussing his plans for the planet Earth.
The Fallen: Die like your brothers!
Optimus Prime: They were your brothers, too.
~ The Fallen's last words.


  • The Fallen, alongside Shockwave, Scorponok, and Ravage are the only Transformers in the film series who never transformed at all, though they are portrayed with alt modes in the comic adaptations and toylines. In the toyline, The Fallen transforms into an ancient Cybertronian jet.
    • An original draft meant for The Fallen had featured him having an Earth alt mode being an Aurora aircraft. This was dropped due to finalization of the film.
  • The G1 continuity oftentimes confuses The Fallen with Megatron due to his real name.
    • Like Megatron in the modern toy designs, The Fallen also transforms into a tank.
  • Some of the Fallen's early working designs resemble the two mythical Egyptian deities Anubis and Set.
  • In the original script, it was written that the Fallen would eventually betray Megatron. But, this never made it past the production stage.
    • However, the plot was eventually used in the Decepticon Campaign of the primary game adaptations.
    • In the DS version of the game, although the Fallen doesn't betray Megatron, he does eventually favor the new Decepticon as his protege due to his recent successes, especially after killing Optimus Prime.
  • The fighting scenes with the Fallen was reduced due to pressing time.
  • James Arnold Taylor was originally chosen to play the Fallen, but he voiced him in the homonymous video game instead.
  • A first draft of the scenario had the Fallen locked in a sarcophagus on the deck of the Nemesis ship, which was energized by the babies robots. This concept appeared in the comic adaptation of the film, but in the film it was rejected, in favor of the direct presence of the Fallen.
  • The writers chose the Fallen as the main antagonist of the movie because they thought he was the most fitting as a villain and as the master of Megatron.
    • They also planned to have Unicron as the Fallen's master. However, when they refuse to write Dark of the Moon, the idea was abandoned.
  • Leonard Nimoy was originally approached to play the Fallen but Bay was uncomfortable to direct him since he was married to Bay's cousin. However, Nimoy later played Sentinel Prime in the next movie.
  • In the scene where The Fallen takes control of earth waves and invades screens around the world, Steven Spielberg can briefly be seen on one of the giant screens the robot hacked into. It is a nod to the filmmaker who is none other than the executive producer of Transformers 2.
  • Despite bringing awareness to the character, Michael Bay has expressed how he isn't too fond of the Fallen, describing him to be "kind of an expletive character."
  • He is the second known enemy by birth of Earth from Cybertron after Quintessa and possibly her apprentice in secret. It is also possible that he was working for her in secret to destroy Earth and Unicorn in order to restore Cybertron when Lockdown said, “We all work for someone.”

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See Also
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            TransformersG1Title.png Generation One Villains

Megatron/Galvatron | Soundwave | Shockwave | Reflector | Blitzwing | Astrotrain | Straxus | Cyclonus | Scourge | Sweeps | Octane | Trypticon | "Megatron" | Runabout & Runamuck | The Fallen
Seekers: Starscream | Thundercracker | Skywarp | Acid Storm | Sunstorm | Thrust | Dirge | Ramjet
Mini-Cassettes: Laserbeak | Ratbat | Frenzy | Rumble | Ravage | Buzzsaw | Slugfest | Overkill
Constructicons: Scrapper | Long Haul | Bonecrusher | Mixmaster | Scavenger | Hook | Devastator
Combaticons: Onslaught | Brawl | Vortex | Swindle | Blast Off | Bruticus
Stunticons: Menasor | Motormaster | Breakdown | Drag Strip | Wildrider | Dead End
Insecticons: Shrapnel | Bombshell | Kickback
Predacons: Razorclaw | Rampage | Divebomb | Tantrum | Headstrong | Predaking
Terrorcons: Hun-Gurr | Blot | Cutthroat | Rippersnapper | Sinnertwin | Abominus
Headmasters: Scorponok | Weirdwolf | Skullcruncher | Mindwipe | Apeface | Snapdragon
Targetmasters: Misfire | Triggerhappy | Slugslinger | Spinister | Needlenose
Seacons: Snap Trap
Pretenders: Skullgrin | Iguanus | Carnivac | Snarler | Stranglehold | Octopunch | Thunderwing
Powermasters: Dreadwind | Darkwing
Triggercons: Ruckus | Windsweeper

Lord Zarak | Vorath | Grax | Monzo | Spasma | Krunk | Aimless | Blowpipe | Caliburst

Unicron | Quintessons | Doctor Arkeville | Shawn Berger | Lord Chumley | King Nergill | Ali | Nightbird | Jero | Old Snake | Primacron | Tornedron | Dweller | Mark Morgan | Gregory Swofford | Circuit Breaker | The Mechanic | Scraplets | Flame | Mecannibals

           TransformersTitle.png Cinematic Universe Villains

Transformers: Decepticons (Megatron, Starscream, Barricade, Frenzy, Blackout, Scorponok, Bonecrusher, Brawl & Dispensor)
Transformers: Revenge of the Fallen: Decepticons (The Fallen, Megatron, Starscream, Soundwave, Scorponok, Sideways, Grindor, Ravage, Alice & Scalpel) | Constructicons/Devastator (Demolishor, Rampage, Long Haul, Mixmaster, Scrapper & Scavenger) | Theodore Galloway
Transformers: Dark of the Moon: Decepticons (Sentinel Prime, Megatron, Starscream, Soundwave, Laserbeak, Dylan Gould, Shockwave, Driller, Watch-Out, Igor, Crankcase, Crowbar & Devcon)
Transformers: Age of Extinction: Cemetery Wind (Harold Attinger, Lockdown, James Savoy, Steeljaws & Shadow Raiders) | Kinetic Solutions Incorporated (Joshua Joyce, Galvatron, Stinger, & KSI Drones) | The Creators
Transformers: The Last Knight: The Creators (Quintessa & Infernocons) | Decepticons (Megatron, Barricade, Nitro Zeus, Mohawk, Berserker, Onslaught & Dreadbot) | Transformers Reaction Force (Commander Santos) | Unicron
Bumblebee: Decepticons (Shatter, Dropkick, Blitzwing, Soundwave, Ravage, Shockwave, Starscream, Thundercracker, Skywarp & Thrust) | Jack Burns | Dr. Powell