Revenge is mine!
~ The Fallen's most famous line.
Oh, you have much to learn, my disciple. The cube was merely a vessel. It's power, it's knowledge, can never be destroyed. It can only transform. It has been absorbed by the human child. For millennia, I have dreamt of my return to that wretched planet where I too was once betrayed by the Primes I called my brothers. Only a Prime can defeat me, and now only one remains. The boy will lead us to him and revenge will be ours!
~ The Fallen to Megatron

The Fallen, originally known as Megatronus Prime, is the titular main antagonist of the 2009 film Transformers: Revenge of the Fallen, the sequel to the 2007 film Transformers. He is the founder and true leader of the Decepticons, and the most powerful Transformer in the film series until his demise.

He is voiced by Tony Todd, who also played Candyman and Zoom from the Flash T.V. series and later voiced Dreadwing in Transformers: Prime.



Thousands of years ago, a group of the original Transformers landed on Earth. Led by their master Megatronus Prime, they sought to create mighty machines called Solar Harvesters to use as an energon source. However, the other Primes formed a rule forbidding themselves to use the harvesters on planets with life. However, upon discovering race of humans on Earth, Megatronus instantly disliked the humans as simple insects and killed a few of them. He ignored the rule and lured the other Primes to Earth. There, he stole the Matrix of Leadership and betrayed his brothers, proceeding to attempt to activate the Sun Harvester alongside with a group of followers. A war erupted, and a great battle was fought in the area on Earth near the Sun Harvester. In the end, the Primes prevented Megatronus from activating the Harvester and imprisoned him. From this day forward, Megatronus was referred to as "The Fallen", a name which he himself embraced. The Fallen and his corrupted followers were known as the Decepticons, while the remaining Primes became Autobots (being led by Sentinel Prime). Afterwards, the Primes sacrificed themselves to hide the Matrix in a cave made of their own bodies so that the Decepticons would never activate the Harvester.

Many years ago, Megatron came into contact with the Fallen, and he manipulated Megatron into reforming the Decepticons, and commanded him to steal the All Spark. A renewal of hostilities between the Decepticons and Autobots took place on Cybertron, which resulted in the All Spark being launched into space. The Fallen commanded Megatron to pursue it, where he crash landed on Earth. The Fallen's starship, Nemesis followed Megatron and ended up crashing on a barren world, later revealed to be one of Saturn's moons. Ultimately, the Autobots followed the Decepticons to Earth and destroyed the All Spark, killing Megatron in the process.

Transformers: Revenge of the Fallen

Two years later, Megatron was resurrected by the Constructacons 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 told Megatron 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 the U.S. Military 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 quick to prevent the destruction of Earth. The military fired tank missiles and rocket prepelled 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 a part of his face and sending him flying through a nearby stone wall, knocking him out. 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 managed to disarm The Fallen and impale him through the shoulder with his own weapon. He then demanded the Fallen's face, and tore it off with the damaged spear. The Fallen tried to escape, but Optimus ripped out his spark and crushed it, finally killing The Fallen. 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.


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 about revenge.
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's plans about Earth.
Die like your brothers!
~ The Fallen's last words in the movie.

Appearances in other media

Transformers: Revenge of the Fallen: The 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 tecnically 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.

Transformers: Prime


The Fallen in the Aligned continuity.

The Fallen is briefly mentioned in the episode "Partners", when Starscream tells the Autobots that he wishes to join them. Bulkhead jokes by saying that he was "lobbing with The Fallen". In the episode "One Shall Rise", the Thirteen Primes were mentioned, as the one of the Primes who vanquished Unicron. It is implied that the Fallen was one of these. According to Ratchet, Megatron named himself after the Fallen's original name: "Megatronus".

Transformers: Exodus

Megatronus Prime is mentioned as one of the original thirteen Transformers. Megatron is shown originally calling himself Megatronus, after this particular Prime, and is a gladiator, who then takes the name Megatron after the name is shortened by cheering fans at one of his matches. Megatronus, though the namesake of the Decepticon leader Megatron in the book, holds no sway over Megatron, who took the name simply because he had none of his own and wished to be associated with power and grandeur.

Transformers: Exiles

According to the book Transformers: Exiles, Megatronus Prime commissioned Solus Prime to create the Requiem Blaster. Later, Megatronus murdered Solus, triggering the first breaking among the Thirteen.

Transformers: Robots in Disguise (2015)

The Fallen appears in Transformers: Robots in Disguise (2015), sequel of Transformers: Prime, as the final antagonist of the first season. He vaguely resembles G1 Galvatron & Megatron in Transformers: Cybertron in the series.



  • The Fallen, alongside Shockwave and Scorponok are the only three main 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 altmode 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.
    • In Transformers: Prime continuity, Megatron in the said series even claimed that his new name was taken from The Fallen's real name due to him a Prime that he greatly admired.
  • Some of the Fallen's early working designs resembles the two mythical Egyptian deities Anubis and Set.
  • For the following reasons, the Fallen can be compared with Morgana le Fay from The Sorcerer's Apprentice that released a year later:
    • Both are founders and supreme commanders of their respective organizations (Morganians for Morgana and Decepticons for The Fallen) that believed that their race are far better than humanity.
    • Both also have more active right-hand servants that mainly believed by audience to be the main antagonist until is revealed that the said minions revealed to work for them (Horvath for Morgana le Fay and Megatron for The Fallen). Interestingly, Horvath and Megatron also shares some similarities in common.
    • Both also had their right hand minions escaped by the time they were defeated.
           TransformersTitle 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) | 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

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