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"Betraying my kind is not the same as accepting yours."
―Dreadwing to the Autobots. [src]

Dreadwing was a Decepticon and the twin brother of Skyquake and a recurring character in season 2. Dreadwing was the third second-in-command of the Decepticons forces and the most loyal of the three. Dreadwing also had a strong sense of honor unlike the rest of the Decepticons but very like his twin brother. Later, Dreadwing was executed by Megatron for disobeying his orders during a vengeful personal dispute with Starscream. Unlike most Decepticons, Dreadwing was portrayed as more of an anti-hero than a villain. Before his death, Dreadwing gave the Forge of Solus Prime to the Autobots in hopes of avenging his brother as he abandoned the Decepticon cause. However, Dreadwing was avenged by Bumblebee, who killed Megatron with the Star Saber.



Dreadwing and Skyquake were brought to life from two halves of the same lifeforce, allowing each other to sense each other across the galaxy. Dreadwing felt his brother's death at the hands of Bumblebee and headed for Earth in his ship to investigate if it was true so that he could discover his twin's murderer. When traveling through the galaxy, Dreadwing came across two Wreckers: Wheeljack and Seaspray. Attempting to kill them with a proximity bomb, he managed to kill Seaspray, but Wheeljack managed to escape.

Arriving on Earth

Wheeljack eventually tailed Dreadwing to Earth. Dreadwing briefly fought Wheeljack before flying off as Wheeljack continued to shoot at him and several Autobots started to arrive on the scene. Dreadwing managed to later bait Wheeljack into coming. Dreadwing was unaware that Wheeljack brought along fellow Autobot Bulkhead, due to the two's history as Wreckers.

Dreadwing and Wheeljack duel.

Dreadwing dueled Wheeljack in a forest during the night. They threw their bombs at each other and caused a huge explosion. Wheeljack pulled out his blades and chased Dreadwing through a canyon. Dreadwing had placed bombs before Wheeljack arrived with Bulkhead. Wheeljack dodged a few bombs and cornered Dreadwing. Bulkhead appeared on top of the canyon to attack Dreadwing, but failed as Dreadwing's bomb exploded under Bulkhead.

Dreadwing's full body appearance.

Dreadwing managed to defeat the two and held Bulkhead as captive. Dreadwing watched as Wheeljack arrived with Optimus Prime. Optimus disappeared from sight when Wheeljack was trying to deactivate the bomb from Bulkhead's chest. Optimus found Dreadwing and tried to reason with him of Megatron's tyranny of destruction. Dreadwing asked for a point in Optimus's statement. Optimus tried to get Dreadwing to a new path if Dreadwing defused the bomb, to no avail. Dreadwing shot at Optimus several times and chased the Prime around the dock, while Bulkhead was trying to stop the bomb from going off on himself by running towards the water. Wheeljack stopped Bulkhead in time and told him that Dreadwing was the only one who can defuse it, which Optimus knew. After Optimus trapped Dreadwing under a claw to the ground, Dreadwing refused to disarm the bomb, saying he would gladly sacrifice himself to avenge his brother. Dreadwing was convinced after realizing the Autobots were prepared to go down with him. Dreadwing defused the bomb on Bulkhead and quickly escaped as he deployed his bombs he had set on the docks. Dreadwing escaped and flew back to the Nemesis.

Airachnid assassination attempt

Megatron assigned Dreadwing the task of ridding them of Airachnid, offering Dreadwing the second-in-command post if he succeeded. Dreadwing took Breakdown along on the mission with him as backup.

Dreadwing and Breakdown attempt to lead Airachnid into a trap to kill her.

Unfortunately, Airachnid had already caught onto their plan and goated Breakdown to the point where his temper resulted in Airachnid attacking them and webbing Dreadwing to a tree. When Dreadwing finally caught up with Breakdown, he only found his parts of shredded remains, for Airachnid had slaughtered him and most of him had mysteriously disappeared. With the apparent loss of Breakdown and no sign of his remains or Airachnid, Dreadwing returned to the Nemesis to face a disappointed Megatron. When Airachnid goaded Megatron to finish the job himself, Dreadwing offered to accompany him, but Megatron ordered him to remain behind. However Dreadwing followed him with a squad of Vehicons, and after a standoff, was able to rescue his leader from the Autobots after giving his word not to shoot if they released their leader. However, Megatron did not give him and had his troops open fire on them as he and Dreadwing made their getaway. Though Dreadwing had disobeyed his orders, Megatron noted that he would make a fine second-in-command.

Iacon Relic hunt

Dreadwing headed to Antarctica with four Vehicons in search of a relic. After capturing and taking Starscream prisoner, he discovered that the relic had already been taken from its location, and assumed the Autobots were responsible. Dreadwing was close to leaving Starscream to freeze in the snow when the latter was being bugged by the traitor. However, Optimus Prime arrived on the scene, which Dreadwing ordered two Vehicons to guard Starscream. Optimus and Dreadwing demanded the relic (which none of them was able to obtain), and during their inevitable battle, Dreadwing was left buried under tons of ice, thanks to Optimus blasting an ice wall. Eventually, Dreadwing dug his way out and tracked down Optimus and Starscream to a human facility that held the relic inside one of its buildings. During their second fight, Dreadwing had placed a bomb on Optimus' side and detonated it, but Optimus was able to get it off himself.

While he battled with Optimus and was about to finish the Autobot leader off, Starscream donned the Apex Armor in the whole ordeal and attacked them. Forced to team up with Prime, Dreadwing attempted to draw Starscream's attention but failed as Starscream knocked Dreadwing out of the air. Dreadwing also attempted to destroy the Armor with one of his explosives, which failed, before Prime gave him an idea, and planted explosives around Starscream, while Optimus distracted their foe. Dreadwing's detonation sent Starscream straight through the ice. With the loss of the relic, Dreadwing opted to return to the Nemesis, vowing to finish Optimus another day.

Dreadwing returned to the Warship, empty handed. Megatron praised Soundwave on getting the Resonance Blaster and scolded Dreadwing for losing the Apex Armor to Starscream. Megatron didn't let this failure get to him as he hoped Knock Out would return with the relic in hand. Sadly Knock Out returned empty handed as well. Enraged at this, Megatron ordered Knock Out to examine Laserbeak after it was shot by Wheeljack's ship. When Hardshell returned empty handed, Megatron was enraged, again. Megatron yelled and walked pass Dreadwing, Knock Out. He only praised Soundwave as he walked towards Hardshell. Megatron asked for Hardshell's explanation, which he explained he failed to get the Tox-En but killed the Autobot named Bulkhead in the process. Megatron was pleased to hear this, but Knock Out didn't believe Hardshell and Dreadwing was present to see tensions rise between them.

Construction of the Dark Star Saber

Dreadwing was on the Nemesis bridge when Optimus attacked the warship with the Star Saber. While he was keen to take on the Autobots, he instead accompanied Megatron on a trip through the space bridge to Cybertron. There, the pair broke into a tomb and retrieved the arm of a Prime. After the arm was grafted on to Megatron, Dreadwing watched his leader use the Forge of Solus Prime to create the Dark Star Saber.

Hunt and fight

Dreadwing dodging Bulkhead's mace in their fight

Megatron had initially requested Dreadwing to hunt for the second Omega Key but Knock Out volunteered to take this mission. Dreadwing was later sent to hunt for the third Omega Key and sets a trap for the Autobots by placing a bunch of his bombs around some trees. Bulkhead and Smokescreen escaped from the explosions. Smokescreen went to search for the Omega Key while Bulkhead goaded Dreadwing into fighting him. During their fight, Dreadwing had placed a bomb on Bulkhead's back and the Autobot soon turned the tables on Dreadwing by placing the bomb on him instead. Realizing Bulkhead placed the bomb on his back and had learned from their past encounter, Dreadwing immediately takes off the bomb from his back but fell unconscious as he threw the bomb but failed to evade the explosion. Dreadwing went back to the warship where Megatron was displeased with his failure.

Break from the Decepticons

After losing their Omega Keys to the Autobots, Dreadwing conferred with Megatron about locating the Autobot's base, when they found Starscream on the Nemesis bridge. His first instinct was to pull out his gun, but Megatron motioned for him to lower it. As Megatron considered Starscream's request to rejoin the Decepticons, he ordered Dreadwing to remove Knock Out from the wall so that they could use a cortical psychic patch to interrogate Starscream. Dreadwing later arrived and stopped Knock Out from prematurely disconnecting the link. He watched Starscream's memories, and learned that Skyquake was not lying in peace, but Starscream had turned him into an undead zombie and was wandering around in an alternate dimension. Shaken by the revelation of Skyquake's fate, and Megatron's decision to allow Starscream to return, Dreadwing stepped outside the ship to scream in rage and grief at the sky.

Giving the Forge and Death

Dreadwing giving the Forge of Solus Prime to the Autobots in Regeneration.

Disillusioned with the Decepticon cause, Dreadwing stole the Forge of Solus Prime and delivered it to Optimus. As the Autobots arrived, Dreadwing was quick to explain his unwillingness to fight and instead only wanted to deliver the hammer. Upon being asked of what he would want in return, Dreadwing merely stated that he would want the Forge of Solus Prime to be put to good use. After Arcee asked him what became of the Omega Keys, Dreadwing stated that they were in Megatron's possession, confirming to the group that Starscream had indeed returned to the Decepticons.

After Optimus asked him why he was giving the Autobots the hammer, Dreadwing stated that the Decepticons had disgraced themselves in his eyes and he no longer wished to be affiliated with them. Optimus walked up and for the second time, tried to get him to join the Autobots. Dreadwing merely stated that betraying the Decepticons would not be the same as joining the Autobots before leaving the scene. As he arrived on the Nemesis, Megatron approached him and stated that he had been searching for him before Dreadwing exclaimed that he was at his service. Megatron explained that while he understood Dreadwing's feelings over Starscream's return being remnants of his sadness over the loss of Skyquake under his command, Megatron preferred the Decepticons put it behind them, stating their only chance of winning would be if they were united. 

Dreadwing's unexpected death by the hands of Megatron.

Dreadwing claimed to have understood his leader, even ushering that he would personally reach out to Starscream. Which he did, dropping in on the Decepticon and Knock Out after the latter repaired his Transformation Cog and quickly claiming that the Decepticon would not live long enough to fly again as he pulled out his cannon. Initially missing the Decepticon, Dreadwing moved in closer and switched over to a sword after Knock Out ran away from the two. As Starscream assumed that the two had put Skyquake's death behind them, Dreadwing exclaimed that he believed the two had and quickly swung at him with his sword. Though Starscream claimed to Dreadwing that Skyquake had died with honor and grace, Dreadwing reminded him that he had previously risen the Decepticon after he was deceased from the dead and disgraced his supposed glorious death.

As Starscream believed there was something that Dreadwing could accept in return, Dreadwing exclaimed his spark would do before Megatron arrived. While the latter ordered him to stand down, Dreadwing uttered his belief that the Decepticon would have to pay for his actions. Megatron ordered Dreadwing to stand down one final time before the latter told him that he could not follow it. Dreadwing was about to make a blow at Starscream but was shot dead in the chest by his own blaster by Megatron. Megatron threatened Starscream to never make him regret sparing his life over Dreadwing.


After the destruction of the Autobot base, the Decepticons ransacked it's remains and found the Forge of Solus Prime. Unaware that Dreadwing had in fact betrayed them already, Megatron madly demanded an explanation for this development, but got nothing. Dreadwing's actions would have more than one reward, including Optimus Prime's body upgrade. Bumblebee, resurrected from the Omega Locks' cybermatter, finally avenged every being that Megatron killed, including Dreadwing, by stabbing Megatron in the chest with the Star Saber

Powers and Abilities

Dreadwing was a formidable opponent in battle, being able to go toe-to-toe with Optimus Prime, he carried a retractable sword and was proficient in swordsmanship, along with a plasma blaster. Despite usually taking his opponents out form a distance, the latter fared greatly in face to face combat as well. As shown with his brawl against Optimus and Bulkhead, the Decepticon was well versed in parrying and counterhitting blows. He also specialized in Proximity Bombs and has used them in most of his battles. He was also extremely strong, fast, and durable.


Like his twin brother Skyquake, Dreadwing's greatest weakness was his temper. However he seemed to keep it under more control, though when his brother had perished and was desecrated as an undead Terrorcon by Starscream, Dreadwing lost his temper and it got to a point where he disobeyed Megatron's order to stand down from trying to terminate Starscream, but ended up being executed himself by Megatron on the spot.

Physical Appearance

Robot Mode

In his robot mode, Dreadwing is the spitting image of his brother Skyquake, albeit with a different color scheme and a slightly shorter stature. He has a yellow face and two yellow horns sticking out from both sides. The cockpit of his vehicle mode sticks out from his chest and is a very dark shade of gray. Like many of the other Decepticons, Dreadwing has red eyes. He has dark blue arms, with tiny gold fins on the bottom, in a similar fashion to Arcee. His head resembles that of a samurai. The fins on his shoulders have a yellow lining, his wings on top are blue with gold and grey lining and on bottom are yellow with a dark blue lining, and the 'cuff' pieces on his arms are yellow.

Vehicle Mode

His jet mode is exactly like his brother's, albeit with a different color scheme. Ironically however, Dreadwing scanned exactly the same jet that Skyquake scanned, which belonged to Agent Fowler.

Personality and Traits

Dreadwing, like his brother, valued loyalty and honor. However, Dreadwing was better at keeping his temper in check most of the time. Though his loyalty to Megatron was strong, his loyalty to his brother proved stronger as Dreadwing was willing to disobey Megatron's orders. Dreadwing also showed logic towards combat situations, even letting the Autobots escape to save the Decepticon cause. Dreadwing also seems to dislike the idea of desecration. One of his favorite tactics was to use powerful Proximity Bomb to take out his opponents. But he was not above resorting to fighting up close and personal.

Though he desired to kill Optimus Prime for his assistance in killing Skyquake, Dreadwing did seem to respect Optimus as a commander and soldier as he was quick to join forces with Optimus to defeat an Apex Armored Starscream in the Arctic. Dreadwing seemed to think of Optimus as a worthy foe in battle. Dreadwing even handed over the Forge of Solus Prime to Optimus which allowed Optimus to go to Cybertron and stop Megatron from cyberforming the human planet. Dreadwing showed no desire as he denied Optimus' offer in joining the Autobots as he stated that betraying kind would not be the same as accepting theirs.

In addition to his calculating tactics, cool-minded leadership, and fierce loyalty, Dreadwing has outwardly shown a sense of integrity not normally characterized by the Decepticon agenda. During situations of dwindling odds, Dreadwing considers all possibilities within battle, and is wary of the potential consequences of hasty decisions. He will even fight alongside the Autobots if surviving the situation calls for it.

Dreadwing's deed helped a lot in the Autobot's victory against the Decepticons. Optimus even stated that every sentient being, including Dreadwing, has the capacity for change. 


Dreadwing Relationships

Behind the Scenes

Dreadwing is voiced by Tony Todd who previously voiced Megatronus Prime (The Fallen) in the second live action movie Transformers: Revenge of the Fallen. If you listen closely to Dreadwing, you can hear The Fallen's voice. 



Season 2



  • Dreadwing has the same body-type as Skyquake. This makes sense, since they are twin brothers. Coincidentally, both Skyquake and Dreadwing were introduced in the 6th episode of their respective seasons.
  • Although he is the third Second-in-Command, Megatron seems to trust him more than he ever trusted the other two.
  • Dreadwing's overall design is very reminiscent of Beast Wars' Depth Charge.
  • He lost both Iacon Relics he went to retrieve to Starscream, the Apex Armor and the third Omega Key.
  • Unlike the other Decepticons who are villains, Dreadwing is shown to be more of an Anti-hero.
  • In Thirst, most fans hoped Dreadwing's body would become a zombie, but his body was not shown to be in the Warship. This raises the question of what happened to the body.
  • Dreadwing never fought against Bumblebee, the one who killed his brother. However, in the non-canon Transformers Prime game, he and Bumblebee battled for the piece of Thunderwing.
  • Dreadwing's role seems to have been split between Shockwave and the Predacon Predaking as Shockwave was the new second in command, alongside Starscream, who was very loyal while Predaking had a redemption story that resulted in him betraying the Decepticons, though Predaking wasn't killed. 
  • Dreadwing and Predaking have a lot in common. They were both betrayed by the Decepticons and Megatron.
  • Though Dreadwing shares a large cannon weapon like his brother, he has more weapons which includes bombs and a sword. 
  • Dreadwing's fate was not known to the Autobots. However they have learned from either Knock Out or from the ship's logs that he was dead. It is unknown what their reaction was if they learned about his fate.
  • Dreadwing's Samurai helmet like head is rather appropriate due to his sense of honor and his possession of a sword.
  • Dreadwing is the only character to be recast in the video game, with Fred Tatasciore doing a pretty good impersonation of Tony Todd.


  • "That will do." - Loose Cannons
  • "Lord Megatron. I live to serve."
  • "But it is not loyalty alone which brought me here. I seek conformation of the demise of one I consider a brother."
  • "My twin and I share a split spark. A metal but two halves of the same life force. Even across the galaxy I sensed when he emerged from stasis on this planet. And when his spark was no more...."
  • "Then by the pit; Every last Autobot on this accursed world will pay." 
  • "Wheeljack! I know your out there. I have a proposition for you."
  • "Meet me at these coordinates if you have the spark."
  • "I wasn't certain you would come."
  • "Where is the Prime?"
  • "Is there a point to your bluster Prime?"
  • "I will gladly sacrifice myself to avenge my brother."
  • "Very well."
  • "Speak not of my twin Lord Megatron. For I am here on Earth to obey your will and yours alone."
  • "I am at your beckon call Lord Megatron." - Crossfire
  • "That post belongs to Airachnid."
  • "Breakdown remain on task. This must be a unified effort."
  • "Don't..."
  • "Breakdown! Don't be a fool! Release me!"
  • "Allow me to accompany you."
  • "Deliver Megatron to us and I will allow you to live."
  • "We have suffered critical damage to all major systems, Lord Megatron. It will be some time before we can get the ship airborne." - Flying Mind
  • "I will travel to the ends of this or any world. To serve your will, Lord Megatron." - Triangulation
  • "You mistake me for my brother, who is one with the AllSpark. As you are no doubt aware former commander Starscream. Were it up to me, I end this here and now. But it is my duty to Lord Megatron that I surrender all traitors to my lord and master for doom punishment."
  • "Do not try me traitor. I will leave your lifeless husk in this frozen waste."
  • "You two! Guard the prisoner."
  • "Optimus Prime. I will ask only once that you surrender the relic."
  • "Your aim is poor."
  • "I knew you were of questionable honor Starscream, but aiding the Autobots that is a capital offense."
  • "I know that Prime. But I do not intend to give you a choice."
  • "...Starscream will destroy us both."
  • "I will draw his attention."
  • "Now that our alliance has served its purpose..."
  • "We have unfinished matters."
  • "You saved my life today. I will terminate you the next time we meet."
  • "Do we not possess a powerful relic of the Ancients?" - Alpha/Omega
  • "The devastation to our homeworld is worst than I remember. Curse the Autobots to the pit!"
  • "The Forge of Solus Prime possess the ability create anything from raw material."
  • "One of the last sounds that you will ever hear." - Hard Knocks
  • "In this particular case I will be all too happy to make an acceptation. RAAAAAHHHHHH!"
  • "But you obviously forgot how our last encounter ended."
  • "By the time I reached the location it was gone. As were the Autobots."
  • "Everything okay here?" - Patch
  • "I am not here to fight. But to give you this." - Regeneration
  • "Only that you use it wisely."
  • "A shadow of disgrace has been cast upon the Decepticons. It is a cause I no longer wish to be a part of."
  • "Betraying my not the same as accepting yours."
  • "I intend to reach out to our comrade....personally."
  • "Starscream. I regret to inform you that you will that you will not live to spread your wings ever again!"
  • "RAAAAAAAHHH!" *screaming as he fires his gun at Starscream.*
  • "One which I cannot follow..... *Raising his sword to strike* RAAAAAAHHHHHHH!"


Main Article: Dreadwing/Gallery