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NOTE: This article is about the original live-action film version of The Fallen/Megatronus Prime. For other versions, go to the disambiguation page.
~ The Fallen as he rises to power and his most famous line.noicon
“
Nothing stands in me in way now! All will come to pass!!
„
~ The Fallen responding to autobot reinforcements after Bumblebee is defeated in Egypt (determinant)
Megatronus Prime, better known as The Fallen, is the titular main antagonist of the 2009 film Transformers: Revenge of the Fallen and the overarching antagonist of the prequel comics to the film Transformers: Defiance and Alliance.
He was originally one of the original Primes who went rogue when he gave into his greedy ambitions for power, but was thwarted by his brothers and imprisoned for his actions.
Through manipulation, he founded the Decepticons, becoming the master of Megatron and seeking to obtain power and rule the universe by harvesting the energy of stars of destroying suns, wiping out all life on many worlds in the process.
There were seven Primes known as the Dynasty of Primes, the first Cybertronians created by the AllSpark. The seven leaders set out into the universe seeking distant suns to harvest in order to create Energon by building powerful machines called Star Harvesters on the planets that were the closest to them. The Star Harvesters were developed to restore the Allspark's power, as it became somewhat limited despite its unknown and godlike abilities.
The Primes made a rule to never destroy a planet with life. However, Megatronus Prime was against this rule, renaming himself the Fallen during expirments became invested into power.
Rise 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. After reporting that there was none to him, the Fallen soon discovered another planet, on which Jetfire immediately questioning. His master was impressed that he dared seek answers from a Prime, and told him the rest of the Dynasty had betrayed Cybertron.
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, enabling him to travel to many worlds and kill their inhabitants, as well as assimilate their technology and leaving dry husks in his wake. The Fallen had evolved, and subsequently readied himself for his inevitable battle with his brothers.
17,000 B.C.[]
To bait his brothers, the Fallen and his army created a Star Harvester on Earth, an inhabited planet. During construction, The Fallen spotted a tribe of humans, crushing and threatening the tribe.
Jetfire finally turned against his master, upon witnessing The Fallen and his army attacking the humans. Just as the remaining Primes arrived, The Fallen warped Jetfire and his other underlings away. Meanwhile a great battle between the Autobots (the Primes and their soldiers) and the Decepticons (the Fallen and his soldiers) took place near the Star Harvester over possession of the Matrix. The Fallen was stronger than his brothers. 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 a small few remained, including 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 this the Primes had no choice but to steal back and hide the Matrix if he were to ever return, from which they destroyed their bodies in a temple in a what later be Jordan to prevent any adversaries like The Fallen to acquire such power again.
The Fallen's sarcophagus would be transferred to Cybertron, possibly the surviving members of the Prime's faction, burying it deep within the planet to prevent possible awakening. Thousands years in ancient Egypt, slaves were seen covering the Fallen's Harvester that was left behind in a Pyramid, but during a dark stormy day, lightning erupted, and struck the Pyramid with an odd but threatening looking symbol...
Defiance[]
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. He helped Megatron recreate the Decepticons and begin war on Cybertron 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 the 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.
Convergence[]
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.
Alliance[]
While not explicitly seen or mentioned in order to avoid spoilers of ROTF, The Fallen was responsible for a myriad of country outbreaks for over 8 months following the End of the first Transformers film. The Fallen would order Soundwave to deploy various Decepticon Warriors such as: Swindle, Dead End, Reverb, Fracture, Gun Barrel, Jetstorm, Incinerator, Dropkick, Sideways and Demolisher to earth, to find the Harvester, leading to the autobots stopping them . This also allowed the Humans to create weapons based off the transformer weaponry from Sector 7 to kill the Decepticons.
Transformers: Revenge of the Fallen[]
Two years later, Demolisher and Sideways hid in Shanghai, looking for the Harvester, but are met with the Autobots and Nest and destroyed, but not before Demolisher relays a message The Fallen to rise again. 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 AllSpark 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 Star 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 Star 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 fusion cannon at Sam's feet, nearly killing him. 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 Star 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 Star 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 where the severely injured Megatron calls Starscream to get him back into the fight. 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 when the Last Prime declared to the Fallen that he picked the wrong planet. 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 as well declaring "I rise. You fall.". Horrified at his master's demise, Megatron (taking over as the new leader of the Decepticons) swore vengeance and fled with Starscream and the remaining Decepticons since the battle was lost.
With the Fallen's death, the Decepticons retreated and the Human/Autobot alliance declared victory.
Personality[]
“
The Fallen? I know him. He left me here to rust. The original Decepticon. He's terrible to work for. It's always apocalypse, chaos, crisis.
„
~ Jetfire when describing the Fallen.
Unlike his brothers, the Primes, the Fallen is purely evil who despised the 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 (for the Decepticon campaign) or Megatron (for the Autobot campaign).
Quotes[]
“
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.
“
Megatron: My master, I failed you on Earth. The AllSpark is destroyed and without it, our race will perish. The Fallen: 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. Megatron: How is that possible? The Fallen: It has been absorbed by the human child. The key to saving our race now lies within his mind. Megatron: Well, then, let me slip the very flesh from his body! 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. Only a Prime can defeat me, and now only one remains. Megatron: Optimus! He protects the boy. The Fallen: Then the boy will lead us to him, and revenge will be ours. Megatron: Yes.
„
~ The Fallen about his plans.
“
The last Prime is dead.
„
~ 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 villainous breakdown and last words.
Trivia[]
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.
The Fallen's role in exploiting the Transformers being public knowledge would affect the future sequels of the Transformer films up until the Rebooted films.
The Fallen is shown to have telekinesis, and teleportation powers.
The Fallen is shown to be the one of the few tallest character of the film, along with Grindor, Jetfire, Jet Optimus Prime, Demolisher and Devastator.
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 Original head for the fallen, resembling the Decepticons' symbol.
Some of the Fallen's early working designs resemble the two mythical Egyptian deities, Anubis and Set.
The Fallen shares many interpretations of Lucifer from Christian mythology, such as their betrayal to their creators and being outcasts for defying their creators.
The Fallen's final fight with Optimus Prime spawned memes and famous quotes, even The Fallen's spark core being removed from Prime was often considered a possible reference to the Fatality win in Mortal Kombat.
The Fallen's face being ripped, would eventually be designed for modern action figures.
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 game adaptation.
The Comic and Novels provide a better showcase of this scene.
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 but several elements of Novel and Comic Adaptation adapted this event:
The Fallen would regroup with Starscream, Megatron and Devastator who wasn't shot by the Rail Gun like in the film, The Fallen would've fought more of the Autobots, even having a small banter with Jetfire.
The Fallen would've activated the Harvester, which struck the latter, damaging Megatron's body, The Fallen would fight Optimus Prime on the Pyramid, even telling Megatron that Primes are born not made, a quote that would heard vocally in the Console adaptations. The Fallen would receive horrific wounds from the Harvester, and Optimus Prime would fatally impale the Fallen in the skull, rather than crushing his core, and ripping his face off.
Another ending would've had The Fallen being sent into a different universe, which would be adapted in a kids tie-in book.
The Fallen is not a playable character in the tie-in video games, and the DS version is the only version to not have a boss battle.
The Wii/PS2 version actually has a interesting different take to The Fallen becoming Megatron's master.
After he was resurrected, Megatron was confronted by the Fallen, who was not familiar with the voice or his origin, showcasing the two interacting for the first time, and that he never served under the Fallen's wing, or was told to retrieve the allspark.
It was only after The Fallen promised him a powerful future, did he become his servant.
Megatron and The Fallen would often argue with each other, even declaring to the Fallen he led generations of Decepticon to war with him or any other decepticon goon to tell him to compromise which the Fallen acknowledge was a lack of self awarness, as he failed to win without any compromise to his plans.
After the Fallen's death, Megatron and Starscream were transported back to the Nemesis, right away Megatron took the throne of leadership from the former, not even upholding any condolences to the Fallen's demise. He even silenced Starscream who rightfully accused him of failure towards the Fallen.
James Arnold Taylor was originally chosen to play the Fallen, but he voiced him in the video game adaptation instead.
In earlier drafts of the film, the Fallen was sealed away in a sarcophagus by his brothers and was kept on the deck of the Nemesis by the Decepticons. He would communicate Megatron through an inter-dimensional window throughout the movie and would only appear in-person at the climax. This concept appeared in the IDW comics, specifically in Transformers: Defiance where it was developed into an origin storyline. However, the final cut of the film ultimately dropped the sarcophagus storyline in favor of giving the Fallen more screen time by having him sit on a life-support chair on the Nemesis.
Chris Mowry, the writer of Transformers: Defiance, was unaware of this change and ended up being caught off-guard when he saw that the sarcophagus was never addressed in the film.
To ensure the comics remained consistent with the movies, John Barber's Transformers: Convergence mini-story revealed how the Fallen escaped from his imprisonment; he used one of Sentinel Prime's pillars that Soundwave brought to him and opened a space bridge that caused his imprisonment to be weakened, allowing him to be set free.
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 refused to write Dark of the Moon, the idea was abandoned.
Leonard Nimoy was originally approached to play the Fallen but Bay feared he would have been paid too little money. Nimoy would later play 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 Revenge of the Fallen.
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".
The Fallen's design was often critized by certain fans and critics of the series,
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 the Earth and Unicron in order to restore Cybertron when Lockdown said, "We all work for someone".
✓
