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"Let that be a warning to anyone who dares cross a gladiator of Kaon—be they Decepticon...or Autobot!"
―Megatron [src]

Megatron is the primary antagonist of Transformers Prime, as well as one of the main characters in War for Cybertron and Fall of Cybertron. He was the leader of all the Decepticons during the Great War on Cybertron. During the Golden Age on Cybertron, Megatron was originally a mining bot designated D-16 before naming himself Megatronus, after the Prime of the same name. Megatronus was a gladiator in the pits of Kaon, who grew ambitious and saw corruption within the caste system and sought to put an end to it, with his own rule. Megatron began talking with his old friend, Orion Pax, who saw him as a mentor. After leaving the gladiatorial arena for the political one, Megatronus saw fit to shorten his name. When "Megatron" proposed his plans for a just society, he believed it was necessary to overthrow Sentinel Zeta Prime with force. But then Orion said it was not right to achieve justice with violence. When Megatron was rejected by the High Council, he waged war on Cybertron and left the planet wasted. Now he and his long story rival, Optimus Prime, battle on planet Earth for the control of both Cybertron and Earth.

Megatron's first grand plan was to invade Earth with an army of undead Terrorcons but he himself was gravely wounded by the exploding space bridge, leaving Starscream in charge of the Decepticon army until he was revived by Bumblebee who he managed to possess for a brief time where he retook command. Megatron then however found himself teaming up with Team Prime, at that time, to counter the threat of Unicron, after Unicron rejected him. After Unicron's defeat Megatron found himself both in a mission to retrieve the Iacon relic weapons as well as keep his troops in line from various in fighting among the ranks which resulted in a few casualties and several betrayals. Eventually fighting for the restoration of Cybertron and cyberforming of Earth, which was foiled by Optimus, but Megatron had his revenge and used the Nemesis to destroy the Autobot base before setting up the new fortress of Darkmount. Shortly after the destruction of the base Megatron sent massive search parties to find the surviving Autobots and was even given a Predacon to look for them. However, Darkmount was soon destroyed by an all-out attack by the Autobots. Megatron's next plan was to create an entire army of Predacons to serve him. However, when his lone beast evolved and transformed, Megatron became fearful of what he was capable of and scrapped it. In the destruction Megatron found the means to restore Cybertron once more with Synthetic Energon, as Megatron's plan to rebuild the Omega Lock progressed, the Autobots invaded the Nemesis. As Optimus and Megatron fought, the tyrant was finally killed by Bumblebee.

Though "killed", Megatron was awakened by Unicron, who took possession of his body and reformatted him with new improvements upon his chassis. Unicron would then inflict eternal suffering upon the warlord as Unicron attempted to destroy Cybertron, but was freed from the chaos lord by Optimus Prime. Megatron then regained control, but had lost his passion for oppression as he experienced it himself by the chaos bringer and abandoned the Decepticons to start a new life somewhere in the galaxy. Megatron flew off Cybertron into the galaxy, presumably in self-banishment for his past actions. Optimus even stated that every sentient being, including Megatron, has the capacity to change for the better of the world.


Early years[]

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Megatronus with his followers, including Soundwave.

The bot who would become the feared Megatron was born into the lower caste without a name and was given the registry code D-16. Shortly before he was forced into the underground mines he caught a brief yet tantalizing glimpse of the sun. Overcome by its beauty he vowed to see it again. D-16 became an energon miner in Kaon and like most miners became a gladiator as a distraction from his horrible life. As he watched his foes die, he realized that Cybertron was not a world worth living in and decided to campaign for change. His first act of defiance was to take a name for himself. He took the name Megatronus in honor of the Prime he most admired. Megatronus considered Megatronus Prime to be the greatest Prime as he would not bow to his brothers rules and forged his own destiny. Secretely, he also took the name to show how the mighty Cybertronian race had fallen and could rise again.

Megatronus became a champion gladiator in time and the crowds chanted his chosen name which fed his ego and made the innate darkness in his spark even stronger. After Megatronus won another match, he vowed to bring down the Caste system and bring equality for the masses, thus becoming political.

In his mission to bring equality, Megatronus met the young Orion Pax, who assisted him in his quest and the young Orion came to see Megatronus as a mentor. They became close friends over time and developed a deep bond. Orion and Megatronus were like brothers in their bond. 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. Power had corrupted Megatron's mind and made him aggressive and brought out the darker side of his nature. Orion, however did not agree with Megatron's proposal and proclaimed a much more peaceful way of justice, which threw Megatron into severing all ties with Orion and the Council. Knowing that he was praised in Cybertronian media and being called a hero, he let his pride take over him and sought to seize power by force to meet the expectations of his ego and the press.

527073-one shall rise pic 02

"Best friends forever!!"

The Great War[]

Enraged by his friend's belief, Megatron turned against Orion and went on to create the "Decepticon" army with his followers, which took the remaining population by surprise, who in response named themselves the Autobots. In addition to Soundwave, Megatron would gain many followers including the treacherous Starscream, the logic-ruled Shockwave and the Vehicon army. Megatron seized the city of Kaon and used it as the capital for the Decepticon army. At some point he seized the ancient fortress of Darkmount in Polyhex as a military headquarters and built a new fortress called Kolkular in Kaon.

Battle of Technar[]

During the war Megatron assigned Skyquake to kill his foe Optimus Prime. Though he survived, Skyquake failed his task and Megatron would from that point on see only himself fit enough to terminate Optimus Prime.

Biological warfare[]

Megatron was known to have used biological weapons on two occasions. First was the Cybonic Plague invented by Megatron himself which Arcee claimed had killed millions and only Megatron himself possessed the cure. Megatron also weaponized Tox-En and used it as a weapon on an entire unit of Autobots in front of a horrified Bulkhead.

Project: Predacon[]

In the later half of the war when Autobot's begun to deploy their Energon supplies off world, Megatron ordered Shockwave to create a small army of Predacons, the previously dominant species of Cybertron, and sent them to Earth to secure the Energon deposits from the Autobots. However, Megatron was delayed from his reunion and the Predacons died from lack of Energon, but Megatron inadvertently inspired many Earth myths with the dragons' presence on Earth.

War for Cybertron[]

Fed up with the endless stalemate with the Autobots, Megatron sought out the secret of Starscream's space station and discovered Dark Energon. Using it he became virtually unstoppable, but also insane. His first act was to officially brand Starscream a Decepticon and then used the Dark Energon on Cybertron's core. Defeating Sentinel Zeta Prime in combat, he was then confronted by Omega Supreme whom he barely defeated. He then infused Dark Energon into Cybertron's core making the planet his to command. However, the plan backfired. Instead of making Cybertron slave to Megatron, it began to kill Primus from ill effects of the Dark Energon. This act was the catalyst for Optimus Prime taking what Megatron sought most: The Matrix of Leadership, which he received directly from the Core in failed attempt to purge it. Optimus tried to evacuate the Autobots off Cybertron, but Megatron had Trypticon destroy their ships. Trypticon was eventually defeated and Optimus ordered a new flagship built for himself: the Ark. After Trypticon was defeated, Megatron punished him by turning him in the Decepticon Warship, the Nemesis.

Battle of Tyger Pax[]

Sometime afterward, during a battle at Tyger Pax, Megatron captured and personally interrogated the Autobot scout Bumblebee, but he refused to give into the pain. Enraged, Megatron crushed the scout's voice box, but he was saved by Autobot medic Ratchet.

Rise of the Dark Spark[]

Megatron soon found records of an artifact called the Dark Spark the apparent counterpart to the Matrix. He dispatched Soundwave, Shockwave and Starscream to the ruined Crystal City to bring it to him. He not only received it but added the Insecticons to his ranks as well taking Cliffjumper prisoner. When Prime came to confront him, Megatron had already mastered the Dark Spark, specifically its connection to Dark Energon. Despite his best efforts his control of the Dark Spark was second to Optimus' contoll of the Matrix. The Prime managed to unleash the Matrix energy on Megatron who, despite trying to counter with the Dark Spark, was knocked into stasis and carried off by Shockwave. The events of this game aren't cannon.

Fall of Cybertron[]

"Rejoice my Decepticons, victory is nearly ours"

Realising Cyberton was truly dying, Megatron blamed Optimus for its state. If not for him, the High Council would have made him a Prime. Megatron launched a final attack on Iacon to destroy the Ark and kill Optimus. Just as he would accomplish both he was killed by Metroplex. Soundwave later rebuilt him in a streamlined body only for him to learn that Starscream had nearly destroyed the Decepticons in his absence. Taking command, he led a mission to recover Trypticon, who became the Decepticon escape ship: the Nemesis. The Nemesis pursued the Ark to a Space Bridge which ended with both ships being flung to distant parts of the galaxy. When Megatron awoke on the bridge, the Ark was nowhere to be seen.

War on Earth[]


Megatron set up several mining operations across the planet while also assigning some Decepticons such as Skyquake to guard deposits not ready for mining. After some early conflicts on the planet, Megatron withdrew to space to search for more troops, leaving Starscream in charge.

Darkness Rising[]

In Darkness Rising, Part 1, Megatron returns from searching the void for three years. Megatron found something better than mere warriors: he discovered a new source of Dark Energon, the "blood of Unicron", with which he could reanimate fallen Transformers as an army of the undead. Returning to Earth and resuming command of the Decepticons, Megatron tested the Dark Energon on the deceased Autobot Cliffjumper, reviving him as a zombie "Terrorcon" that slaughtered several Decepticon Miners, but which posed no threat to Megatron himself. Unfortunately for Megatron, this partial reactivation of Cliffjumper's lifesigns drew Optimus Prime's Autobots to the Decepticons' mining operations. Deciding it was not yet time for a confrontation with Prime, Megatron withdrew aboard the Nemesis and continued to brood over the Dark Energon.

In Darkness Rising, Part 2, Megatron's inability to control the zombie Cliffjumper convinced him that he needed to integrate the Dark Energon into his own body in order to control the undead legions he planned to create. Darkness Rising, Part 2 Thrusting a shard of the material into his spark, he was filled with its power, feeling as though he was connected to Unicron's very thoughts. Requiring a test run for his new power, Megatron headed to the site of an ancient Cybertronian battle on Earth, one full of the remains of fallen warriors, where he was confronted by Optimus and Ratchet. Using Dark Energon to raise the dead Transformers as Terrorcons, Megatron successfully found he had complete control of the undead horde, and send them against the two Autobots. While Optimus and Ratchet fought their way through the Terrorcon zombies, Megatron flew off before Optimus could reach him. Now satisfied with his test results, Megatron was ready put his plan into action—to open a space bridge to Cybertron and use Dark Energon to revive all the dead. To his frustration, he returned to the Nemesis with a damaged interstellar navigation radar and Starscream, deliberatley following his own agendas, in spite of Megatron’s command to stay put. He took out his rage on his helpless second-in-command, who pleaded to have alternative solutions to solve Megatron’s lack of pinpointing Cybertron.

Despite the Autobots' best efforts to damage the Nemesis and prevent the bridge from opening, Megatron succeeded in his plans, throwing a large chunk of Dark Energon with enough power to pass through the Space Bridge and piercing on Cybertron’s surface. Then he had his showdown with Optimus Prime atop the bridge itself as he waited for the Terrorcon legions to pass through to Earth. While the two old foes battled, their skills started at equal ground, until the relentless Decepticon sliced the tired Prime across the abdomen and then continued to throw him across like a rag doll. Infused with the might of Dark Energon, Megatron triumphed this time over his old avdersary. Just before Megatron could deliver the final blow to the defeated Autobot leader, Starscream allerted his master’s attention to the rest of Team Prime. During their duel, the other Autobots sabotaged the bridge, causing it to explode and destroy both the Terrorcon army and seemingly Megatron himself, however, not without Megatron injuring Arcee. Before so, Prime used the chance to push the occupied Megatron backwards.

Stasis Lock[]

In Masters and Students, the Dark Energon in his spark allowed Megatron to survive the explosion. When Starscream found his leader floating in space, he tore the Dark Energon from his body in the hope that he would expire, but was caught in the act by Soundwave's Deployer, Laserbeak, and forced to take Megatron back to the Nemesis, where he was placed in stasis in the sick bay.

In Deus Ex Machina, Starscream was quite content to leave Megatron in this state to recover or expire as fate saw fit, but the crew of the Nemesis disagreed, and voted to bring in the Decepticon medic Knock Out to help heal their wounded leader. But the discovery of an Energon Harvester forced them to push off Megatron's recovery.

In Speed Metal, even with Knock Out's expertise, it seemed unlikely that Megatron would recover, but his assistant Breakdown gave his body a good buffing nonetheless, and Starscream approved, as it meant their ex-leader would look his best for the memorial service.

In Sick Mind, when Optimus Prime was infected by cybonic plague, Arcee and Bumblebee boarded the Nemesis to search for an antidote. While they failed to find one in the database, the two Autobots did discover Megatron in stasis, and Bumblebee mind-linked with the Decepticon leader via a cortical psychic patch to try and pluck the cure from his sleeping brain. Bumblebee found himself within Megatron's mind, which took the form of Kaon, where the Decepticon's subconscious was spending its time killing endless visions of Optimus Primes. Unfortunately, Bumblebee's intrusion only caused Megatron to become aware of his situation when he found he was unable to kill Bumblebee. Learning what had befallen Optimus, Megatron initially refused to give up the cure until Bumblebee convinced him that he would gain greater satisfaction from finishing his enemy off with his own two hands. Megatron offered the cure in exchange for Bumblebee's help in escaping his mental prison, but Bumblebee double-crossed him, withdrawing from his mind as soon as the cure was in Autobot hands. At the last moment, Megatron was able to effect his own escape, leaping into Bumblebee's mind along with him.


In Out of His Head, Megatron, recalling the sliver of Dark Energon Starscream had removed from his body, took full control of Bumblebee's body a short time later and used the GroundBridge to return to the ancient battlefield where he had raised his original Terrorcons, recovering the Dark Energon shard he had used to do so. He returned to the Autobot base, where he dealt with Ratchet and Raf before again GroundBridging to the Nemesis and using the Dark Energon to restore his body and return his mind to it. Once reawakened, the towering Cybertronian commanded his return and for his followers to terminate the Autobots which has helped him re-emerge from stasis. Storming out of the Nemesis to find Starscream who was about to launch off a missle at Optimus Prime, Megatron snatched his subordinate out of the air in the middle of a battle with Optimus Prime and took him back for his punishment, fed up with Starscream’s scheming and betrayals.

Dealing with Starscream[]


In Shadowzone, Megatron visited Starscream in the infirmary after beating Starscream to near death and warning him that their positions in the Decepticon ranks won't be reversed.

In Operation: Breakdown, when Breakdown was captured by the humans of MECH, Megatron refuted Starscream's suggestion that they rescue him, announcing that if Breakdown had allowed himself to be captured by those weaker than him, then he deserved whatever he got. At some point Megatron with a crew consisting of Starscream, Soundwave, Knock Out, Breakdown, Skyquake, Makeshift and many thousands of Vehicons arrived in the warship the Nemesis to harness the Energon supplies spread across the planet by the ancient Autobots.

In Metal Attraction, Breakdown did manage to escape, however, and in his wounded pride, volunteered to recover a polarity gauntlet for Megatron in order to prove his worth. Megatron was disappointed when his minion returned without the gauntlet, but was placated with the revelation that he had instead brought back Airachnid. Megatron stated it has been some time and Airachnid greeted him by stating it was good to be back.


In Rock Bottom, discovering that Starscream was still attempting to mine energon for his personal use without his knowledge, Megatron determined that the amusement had come to an end. Taking him to the mine in question, Megatron revealed that he had been aware of Starscream's previous transgressions the whole time thanks to Soundwave, and was about to execute his grovelling lieutenant when Jack Darby and Arcee walked in. In the firefight that followed, stray shots from Megatron's fusion cannon brought the mine down on top of them all, with Megatron being completely pinned by rubble. Jack happened upon the Decepticon leader with a mining drill, and Megatron, knowing that the human would not help him, instead urged Jack to finish him off. Jack refused, saying that wasn't what Optimus would do, and left, but the opening he had created allowed Megatron to begin his escape. After finally extricating himself, Megatron came upon Starscream trying to keep a large rock from crushing him. Starscream insisted that he had come to rescue Megatron, and begged the Decepticon leader to spare him, and Megatron acquiesced with a smirk.

Though Megatron allowed Starscream to live and continue as his second-in-command, he was furious to learn from Airachnid that Starscream had kept the location of the Harbinger from him. He ordered Starscream to lead Airachnid to the crash site and retrieve an experimental weapon that was inside. Much to Megatron's fury, Airachnid returned not only without the weapon, but with the news that Starscream had been captured by the Autobots as well.

In T.M.I., when a formula for Synthetic Energon was transferred from a Cybertronian data cylinder into the mind of the Autobot Bulkhead, Optimus Prime petitioned Megatron for the return of the cylinder so they could extract the formula, after which they would willingly hand it over. Megatron briefly considered the proposal, but instead sent Knock Out and Breakdown to capture Bulkhead and dared Prime to fight for the cylinder. When his Vehicon troops were defeated, Megatron simply crushed the device and took flight.

In Stronger, Faster, the synthetic energon formula helped the Autobots counter Megatron's next tactic: causing the Autobots to burn through their energon supplies at an accelerated rate by leading them on wild goose chases. Juiced up on the "SynthEn", Ratchet attacked Megatron and Knock Out while they were surveying an energon mine, and sent the Decepticon leader flying with one punch. However, once Megatron studied the Energon leaking from his mouth, he stopped playing. Unfortunately for Ratchet, Megatron swiftly recovered and subdued the Autobot medic with ease.

One Shall Rise[]

In One Shall Fall, convinced by Dark Energon-induced visions that an impending prophecy detailed his own destiny, Megatron stepped up the Decepticons' work in constructing a new space bridge so they could obtain more Dark Energon. His patience and otherwise calmed manner were none-existnt, as Megatron stresses that everything needs to be prepared for the appropiate time. When they located the last component they needed, Megatron went in personally, grievously wounding Raf with a blast of Dark Energon on the way and creating an unintended distraction that allowed him to make off with the power source he needed. Soon after, Megatron lured a determined Optimus Prime to a volcano he had seen in his visions. Finished with Megatron’s endless opression of the innocent, Prime engaged in a ferocious battle with his enemy. Here, Optimus was more determined than ever to finally end the devastation caused by the one he once held as brother. At the same time, Megatron's ambition and hubris had peaked, genuily believing himself to be the prophefeciesed tool of destruction. Once they had tested their metal on hand-to-hand and sword combat, Optimus utilized his vehicle mode to knock Megatron down to a lower ground. Using his tires to pave Megatron's face, the opponent retaliated by grabbing Prime by the face and hurtling him away. Optimus then went to savagely beat the Decepticon and not allow Megatron a single moment to recover. After the final blow, Optimus pinned his enemy down underfoot, with the intent to kill. Much to Megatron’s disbelief, Prime’s blade aimed for his head, until Megatron grabbed it with his hands. His purple eyes then glowed brighter. New-found strength from the Dark Energon infused Megatron enough to overpower Optimus, breaking his word and jutting it into his shoulder. Despite a new hit to the face, Megatron hit even harder and finished the fight with a brutal uppercut launching Prime across the land. Pressing his foot onto the weakened Autobot, Prime was once again at his mercy. During their battle, the Volcano erupted with Dark Energon, imbuing Megatron with the power that felled Prime.

In One Shall Rise, Part 1, the intervention of the other Autobots saved Prime's life, as Bulkhead leaped from the GroundBridge and continously hammered Megatron. Eventually, Megatron parried to Bulkhead's attack, bent it downwards with superior strentgh and retaliated with a punch of his own. Prime was rescued, but this was of little concern to Megatron, who now had all the Dark Energon he needed and set his miners to work gathering it up. When Soundwave detected a spark-beat coming from within the Earth, Megatron felt it pounding through his brain and realized what his visions had meant: the lifeforce of Unicron himself dwelt within Earth. Leaving Airachnid in command, Megatron flew into the volcano to address Unicron, but did not receive the power he had hoped the chaos-bringer would bestow on him, instead recieving Unicron's displeasure at the fact that Optimus Prime still lived.

In One Shall Rise, Part 2, Megatron went to the aid of Optimus and his Autobots, who were under attack from Unicron's stone avatars. At a moment where one of Uincrons 400 ft stone avatars was about to trample Optimus, Megatron destroyed its face with shots from his fusion cannon. Instead of executing the vulnerable Autobot, he lend him a hand to his feet. He then offered Optimus his services—he intended to lead them to Unicron's real form so that Optimus could use the Matrix of Leadership on the Chaos God. Though hesitant at first, Megatron offered to occupy the Unicron avatars, creating diversion for the Autobots. While the Autobots returned to base, Megatron kept the giant stone Unicrons busy, and Prime eventually accepted Megatron's offer. After puching another Unicron head to rubble, the decepticon stepped through the GroundBridge. On arrival in the Autobot base, Megatron encountered a couple of humans he recognized, Raf and Jack, as well as a new loud one (Miko). Megatron was the first to step through the GroundBridge into the Earth's core, and as the Autobots followed, he warned them that Unicron already knew they were there.

In One Shall Rise, Part 3, despite the persistent influence of Unicron, Megatron led the Autobots through Unicron's insides, even helping them fight off antibodies. In the heat of the battle, Megatron and Optimus fought side by side, covering each others flanks and performing the same moves, at the same time, mirroirng thier prior camaraderie. The Dark Energon he was imbued with allowed him to enter Unicron's spark chamber with Optimus, though at that point Unicron's influence became so great that the Chaos God was able to commandeer his body. Unicron's spark hit optimus with a powerful beam, momentarily weaknining him. He then tried to force Megatron to "finish" him. Unwilling to bow to anyone, be they a god or Cybertronian, Megatron's connection with Unicron became so great, it overwhelmed his will. After Optimus unleashed the power of the Matrix, apparently extinguishing Unicron's spark, Megatron went to kill Optimus, only to discover his foe had lost his memory and now believed himself to be Orion Pax. Megatron convinced Optimus that the other Autobots were enemies, and the pair returned to the Nemesis, where Megatron introduced "Orion Pax" to his men.

Deceiving Orion Pax[]

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. Megatron told them that Orion 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. Megatron 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 Orion was to their cause, Megatron told her to rest assured before concluding that Orion Pax would indeed earn his place. 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.

Orion Pax and Megatron

"Why are we called Decepticons?"

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, Orion would need to rest. Before leaving, Megatron was haulted by Orion who told him that he would do his part in stopping Ratchet's unspeakable crimes of aggression. Orion vowed his word as he made a fist with his right hand and promised with all his spark. Megatron smirked at this and walked away in the distance. Megatron had informed Soundwave about hiding any files that Orion may come across so that he doesn't suspect anything. 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 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 off the ship by Soundwave. 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.[1]

However, Starscream's visit caused Orion to uncover the truth and find out that he was, in fact, Optimus Prime, the so-called leader of the Autobot "invaders". Soundwave notified Megatron of Orion finding information on Optimus Prime, and Megatron realized that harsher methods would be necessary to complete Project Iacon. Megatron payed Orion a visit to expose Orion's findings. Orion demanded to know the full truth, but Megatron refused, causing Orion to delete his findings. Fortunately, Soundwave had recorded his findings, and the data was saved. Soundwave also informed Megatron of the activity at the space bridge and went there to find that the Autobots had taken control of it, and that one of their traps on Cybertron was activated. Megatron ordered the guards to watch Orion while he went out and threatened to kill the archivist if he had not completed the project. Megatron realized that the Autobots must have been searching for a way to restore Orion to Optimus. Megatron arrived at the space bridge and defeated the trio of Autobots present with ease, and waited for Arcee to return from the open space bridge with the Matrix in her possession. When Orion had overpowered his guards and came to attack Megatron, Orion declared his loyalty to the Autobots, pulled out his blades, and attacked Megatron. The amnesiac Autobot was no match for him. Interupted before killing Prime, the Decepticon leader was subsequently kept busy by Arcee, while Jack returned the Matrix to Orion, who regained his memory. finally grabbing and holding the small two-wheel autobot, Megatron ordered her to hand him the Matrix. Terrified at seeing Orion's memory restoration, Megatron released Arcee and ran towards him, blade retracted. In a valiant effort, Ratchet tried to stop him, but the Warlord mereley knocked him aside. During the lunge, Orion grabbed it with both hands, now as Optimus Prime. He then counterattacked Megatron, uppercutting him across the cave and left with the Autobots, leaving Megatron screaming furiously at his failure.

Search of Relics[]

Following the first of the artifact coordinates left by Orion, Megatron and his men unearthed the Spark Extractor. Optimus Prime and Ratchet went to confront Megatron but Megatron threatened to use the Spark Extractor on them. Megatron then gloated about how "Orion" (which was Optimus when he had amnesia) led Megatron to the relic in the first place. While Megatron was bringing it back through the GroundBridge, it was taken from him by Bumblebee. Megatron tries to chase Bumblebee for the relic but the Autobot managed to escape with the others. Back on the Nemesis, Megatron laments over the loss of the spark extractor, and regrets that he did no more than destroy Bumblebee's voice box back on Cybertron. Soundwave reminded Megatron of the other two remaining relics, which Megatron was intended on retrieving. He then ordered Knock Out and Breakdown to retrieve another artifact before Bulkhead and Bumblebee did.

Megatron was pleased when Knock Out returned with a force field generator, quickly demonstrating the object's power with his cannon-blast. Megatron himself joined the mission to get the third artifact, and managed to secure the Forge of Solus Prime by holding a prone Bulkhead hostage. Unfortunately, Megatron soon discovered on the Nemesis that the Forge wouldn't work without the power of a Prime behind it and vowed to keep the Forge away from the Autobots, specifically from Optimus Prime.

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.[2] 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, as he had killed three Insecticons simultainously in a gladiator battle during his prime. Despite being surprise attacked and without his fusion Canon, he was able to defeat and kill the Insecticon, tough the beast had put 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.[3]

Wheeljack 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. While the Decepticons began to defend themselves from their leader, Hardshell admitted to having killed Bulkhead, 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. In regards to his ally's near-death at the hands of Hardshell, Autobot Wheeljack had began an assault on the Decepticons and their mines.

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. The Big G slowly appraoched his boastful assassin and pushed the tough Insecticon into a corner, frightened of being at his master’s anger. 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, which made Megatron look deeply surprised.[4]

Silas's plans[]

After sending Knock Out to investigate Breakdown's signal coming back online, Megatron expressed distaste at the Breakdown/Silas hybrid who was brought to the ship. Nevertheless, he allowed "Cylas" 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 Cylas to terminate Raf when the boy's hacking threatened to railroad their plans. When Cylas 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.

The Star Saber[]

When Soundwave decoded another set of Iacon relic coordinates, Megatron initiated a decoy relic beacon to give them the advantage over the Autobots, and went to fetch the latest relic with a team. Though hoping it would be a Decepticon weapon, Megatron was stunned when it turned out to be the Star Saber. In spite of his great might, he was unable to extract the sword and had the Decepticons chip away a chunk of the mountain to be hauled away by the Nemesis in an effort to ensure it did not fall in Optimus's hands. 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, cleaving an entire mountain in two. Terror-strucken of the incredible power his enemy just accquired, the Autobot leader unleashed the sword's power, Megatron was forced to retreat in his ship, noting it was now the Decepticons' darkest hour.

Now the tide of the war favoured the Autobots, since no other artifact from Cybertron could counter the might of the Star Saber. Coming up with a new plan to combat the Star Saber, 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 allowed Arcee to live to tell of what had occured. Prompting Optimus to try and take the relic, the Prime was horrifed at seeing Megatron's newest appendage. The two showed their impressive swordsmanship in a duel which covered the desert with a field of pure cosmic power spweing from the blades. Ferociously knocking around Prime, Megatron seemed more confident than ever and arrogantly believed both him and Optimus to be gods with immense power. After slicing Prime across the shoulder, Megatron jabbed his opponent down and prepared fro a final blow. Using all his might in a savage swing, his new sword cleaved right through the Star Saber, shattering the blade and Optimus’s hopes. The battle was over, with a defeated Prime at the point of Megatron's Dark Star Saber. Still though, 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.

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.


Megatron attempted to stress to Dreadwing that the Decepticons needed to be united. Unfortunately Dreadwing was more interested in slagging Starscream, much to Megatron's frustration. Even after commanding his first lieutenant to stand down twice Dreadwing's spark was set on terminating Starscream. Figuring out Dreadwing's loyalty had wavered Megatron decided Starscream's cowardness made him more of a valuable asset than a highly capable warrior going rouge 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. Knocked back while blocking an energy wave from the 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 (since he got pushed backwards with one hand by Optimus’ downwards two-handed strike), 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.[5]

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,[6] Megatron's forces would continue to dominate in their search for Predacon bones in order to raise an army of beast warriors.[7][8] 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.[9]

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's Last Stand

"Look at my sword, and I will stab you with it."

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 tackled Megatron, sending him flying across a hallway after a brutal beating. While Megatron managed to outmaneuveur the Predacon at the start, the King quickly utilized his extreme strength to overpower him. Though it did take Predaking conciderable effort to push Megatron a bit back while wrestling him in a strength struggle. Starscream however, distracted Predaking long enough (by blasting his back with a missile) for Megatron to deliver a brutal punch and flip-throw the Predacon behind him. Congratulating the beast for his fighting spirit, Megatron then declared that his undefeated status as Champion of Kaon was a combination of his might and cunning. He calmly opened the airlock behind Predaking, which had the drag of the wind the Predacon struggling to stay within the ship. Megatron lamented that he should have faced him in his Beast form before blasting the Predacon out the airlock. At that point, the Autobots attacked the Nemesis, leading up to the final battle with the Decepticons.

Final battle and death[]


Is this karma for killing Prime?

Megatron then engaged in battle with Optimus Prime, having the advantage of the Dark Star Saber, which allowed him to destroy Optimus' jet-pack and ground him to the Nemesis. However Optimus' new body allowed the Autobot leader to handle Megatron in hand-to-hand combat. 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, Smokescreen bringing the Star Saber into the fray, and Optimus contingiously forcing him further back, Megatron found himself being pushed into a corner. He then pushed Optimus away and 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. Devestated, this caused the Autobot leader to go into a rage while nearly pummeling Megatron to death, completley beating him so hard that he dropped to the floor. Megatron however, was able to turn the tables again with the Dark Star Saber and send Prime by a wave from the blade over the edge of the Lock with only a grasp on the side. Regaining his footing, Megatron slowly walked to the edge of the Omega Lock , where he saw a wounded Optimus hanging on. 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 leaving everyone including himself in utter disbelief. Slowly killing him as the others looked on in dismay, shock with even Optimus expressing sadness. For the first time, Megatron found himself unable to even swing the Dark Star Saber (even with all his might), which slipped through his fingers. Falling to one knee, the Dexepticon warmongerer was desperatley clinging to his life, until his Spark ceased. 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[]

PredaconRising9 zps33b88d77

Do doubt you will call me Galvatron, right?

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 uses powers

Don't I just look buff or what? Now watch me pull off a Darth Sidious!

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, beacuse of his sluggish movements and lack of profeciency in combat. Though Megatron berated that their new form forced an entire squadron of Autobots to flee, the Chaos Bringer called victory over lesser beings insignificant and far from a victory since they did not perish. Unicron deemed it fit to find a greater instrument of destruction.

Following the blast of fire emitted by Predaking, Unicron asked his lakey what the creature before was. Megatron tricked Unicron into believing that the Predacon warrior was still loyal which led to the still alive Predaking attacking them both, 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 and defeat the beast. Megatron's life signal proved to be Unicron's weakness as the Nemesis could track it. Crossing the Sea of Rust with an army of ressurected Terror-Predacons, Unicron found himself facing the Autobots and the cloned Predacons, willing to do anything to protect the newly revived Cybertron's core, Primus. Though fighting for their lives, the Autobots was grounded and the Predacons had been swollowed by the hoarde of flying Terror-Predacons which travelled through the Well of AllSparks straight During the conflict between Prime and Unicron, it is shown that Unicron was brutally torturing Megatron within his body, promising him "eternal suffering", whilst Optimus was pummeling them, trying to convince his once fellow brother to unite against unicorn once more. 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 tells off Starscream

"The Decepticons are no more and that is final."

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. Nearly a war that had prolonged since the the birth of the Earth ended with the foul Leader of the Decepticons finally realizing how eons of maltreatment felt for the victims of his wrath. Megatron flew off to parts unknown seemingly exiled himself for his past actions.

Before Optimus became one with Primus, he stated that even Megatron (in spite of incalcuable transgessions) has the ability to change.

Transformers: Robots in Disguise[]

Megatron does not appear in the series proper, appearing to still be in exile. However, a statue of him was erected on the reborn Cybertron in Pilot (Part 1).

Bumblebee refused to be defeated while fighting Bisk, claiming that he "helped save the universe, from Starscream, Megatron, and Dark Energon" in More than Meets the Eye.

In W.W.O.D.?, Fixit thought the map looked like Megatron's face.

In Battlegrounds, Part 2, Drift wondered if Megatronus was Megatron.

In Portals, Soundwave attempted to contact Megatron.

In Collateral Damage, Soundwave attempted to summon Megatron and later in Freedom Fighters, Cyclonus attempted to summon Megatron for allow the Decepticons' triumph.


King me sucker

During the Golden Age on Cybertron, "Megatronus" (which Megatron had named himself after Megatronus Prime), was bold, fearless, and a grandeur gladiator of Kaon among other Cybertronians. Megatronus had noticed a disparity in freedom among the classes of his race and that the ruling class was corrupt and all-powerful, which he turned rhetorician as he was trying to effect change to this. In drawing other Cybertronians, Megatronus inspired a Hall of Records clerk named Orion Pax, which the two had joined forces together to end this corruption and bring equality to the masses. Orion and Megatronus developed a close friendship, almost like they were brothers. Megatronus saw fit to shorten to "Megatron" as his name before presenting his vision to the Autobot High Council, which revealed his true colors as he arrogantly demanded the Council to use violence as a necessary component in society, threatened to overthrow them as he demanded to be the next Prime. However, Orion Pax did not believe in violence as he moved the council with his own vision. Megatron's own jealousy and crushed desires led to him to severe his ties to the Council and with his old friend Orion, thus leaving them to side with his followers in starting the war on Cybertron in Megatron's anger and search for the Matrix of Leadership.

In Transformers: Rise of the Dark Spark according to Optimus, Megatron shown his fears for Scraplets when he also must contend and exterimate pests.

During the series, Megatron was scheming, fierce, egotistical, sadistic, and cruel. He was very manipulative and persuasive, as he was able to rally an army of Cybertronians to his cause and gain loyalty from several individuals, like Dreadwing. Megatron was mainly concerned with gaining power and would eliminate anyone who stood in his way, like Cylas, Airachnid, and Predaking. He also did not like to back down from a fight probably due to his time as a gladiator of Kaon. But he could be somewhat tolerant, as evidenced by his tolerance of Dreadwing's initial attempt to avenge his brother Skyquake but only to those who showed undying loyalty to him. He was also extremely prejudice, believing all life in the galaxy was second to the Cybertronians, particularly organics like humans. His only redeeming feature was that he never discrimateded against the different types of Cybertronians. He is a bot after the mold type of Megatronus Prime. He also had vowed to destroy his old foe, Optimus Prime, and his Autobot followers at any cost as they continued their war on Earth. He had little no sense of humor and as he stated in war for Cybertron to breakdown, his patience is at critical low.

There were times however where Megatron had set aside his goals to work for a common goal, such as allying with Optimus and the Autobots against Unicron. It was however only in his personal interest to conquer Earth his way and not let Unicron have it. In another rare event, Megatron considered passing the empty cylinder to Optimus that originally contained the formula for Synthetic Energon, even ordering his troops to halt their fire to hear of Prime's proposal, only to order them to attack upon telling Breakdown and Knockout to bring Bulkhead's head to him. Megatron even admits to Starscream that no one is perfect, not even himself, and that he has come to value loyalty above all else within the Decepticons.

These qualities soon ended in his own downfall when Bumblebee killed Megatron by stabbing him through the chest with the Star Saber. During his demise, Megatron showed signs of pain and agony.

When Megatron was possessed by Unicron he originally wished to simply continue his plans and rule with Unicron as one. Unicron violently informed Megatron that his body now belonged to him and Megatron was just kept as a husk, which Megatron's personality changed a bit and all he wanted was freedom from the Chaos Bringer. Megatron, somewhat, rooted for the Autobots during their fight with Unicron despite being condemned to eternal suffering by Unicron as Unicron battled Optimus Prime when the Prime attempted to call for Megatron but Megatron was unable to do anything.

After he was released, Megatron claimed to have truly understood the true meaning of oppression by experiencing it himself and had lost all of his taste for inflicting it on others, much to Optimus, Starscream, and everyone's surprise. Megatron declared that the Decepticons were no more before exiling himself to somewhere in the galaxy, which would prove he had learned through the whole ordeal. Optimus even mentioned that, somewhere deep inside, Megatron has the capacity for change.

Physical Appearance[]

Original robot mode[]

Megatron was a large Cybertronian, being a head taller than Optimus Prime in height. His feet were large with three claw-like toes; two in front and one at the heel. His fingers are tipped with pointy fingernails. He had a silver colour scheme and underneath a dark purple colour. His eyes were originally blue, but turned red, when the Cybertronian High Council denied him leadership and Orion Pax "stole" his opportunity, furious with inmesurable contempt his optics turned a bloodfull red hue. He has a rather long and flat head, often refferered to by Bulkhead as "bucket head". Two blade-like parts go around the sides of his cheeks. His face has visible scars and a sinister smile. On his shoulders are two pads with spikes protruding. His right arm has a powerful fusion cannon, as well as a long blade he utilzes numerous times, from his gladiator days. On his chest was the Decepticon emblem, which glowed purple every time his Dark Energon vibrated.

Cybertronian Jet Mode:[]

Because of Megatron's lack of respect of humanity, he deemed it a betrayal to use their vehicles as transformation and utilized a type of Cybertronian Jet. It more or less made Megatron's legs as wings and put his fusion cannon on top. Interestingly, Megatron can fire from his wings instead of his fusion cannon.

Upgraded body[]

After his demise at the hand of Bumblebee, because Dark Energon flowed through his veins, he was connected with the Chaos Bringer, Unicron himself. With the blood of the ultimate evil entity still attached, Unicron used Megatron's limited "husk" as an instrument of destruction. Now, the former Decepticon Leader grew to even greater heights (both literally and figuratively), being the tallest of all Cybertronians. The new upgrade added several spikes to his knees, forearms, shoulders, chest and head. His fingers also became longer, with his pointy fingertips becoming more like razor sharp claws as a result. The legs now had one simple long toe and was less slim. Being controlled by Unicron, his eyes were once again purple, until Megatron regained will over his body. Because of lying dead in the bottom of the ocean for a while, his body got rusty and grew moss and barnacles all around, which are still visible.

Upgraded Cybertronian Jet Mode:[]

Though partially similar to his original Vehicle Mode, the new Jet Mode has additional spikes and moss. It is also equipped with a Luminar Space Drive, making Megatron the fastest Cybertronian, able to cross lightyears in mere hours.

Abilities and Skills[]

Megatron is a powerful, dangerous and highly skilled combatant as befits a champion gladiator from the pits of Kaon. In the show, Megatron demonstrates why so few try to thwart his rule; both in combat presentation and his surprising intelligence. His strength is nearly unrivaled in the first two seasons of Prime, easily strong enough to throw around the smaller autobots as ragdolls, and lift mass far greater than his own. The only Cybertronians that could rival him in strength was Optimus, Ultra Magnus (to a certain degree), Insecticons and the Predacons (specifically Predaking). Yet, Megatron might also surpass some of these as well. For instance, he was able to shatter the Star Saber into shards; albeit whether that was due to his superior swing or the Dark Star Saber simply posessing greater durability is unclear. However, when it comes to Ultra Magnus he was able to take him out rather easily, able to pin both his arms with his right. Despite the Autobot Commander's efforts, once Megatron grabbed his arms, the retired gladiator overpowered his lesser opponent and took him down with one, savage punch to the face. Megatron then said: "Ultra Magnus, you are no Optimus Prime". Additionally, when an Insecticon scout (ordered by Airachnid to terminate him) rammed him in to a stone wall and used his strength and body weight to pin Megatron, the Decepticon Leader did eventually free his right arm, although with great struggle. During the aformentioned fight, Megatron does run head straight towards his larger opponent, wrestling him in strength to a stalemate. Physically, Megatron was born as naturally strong as any Cybertronian. Few exceptions like Predacons and Optimus Prime in his upgraded body were stronger than him and the powerful Insecticon race rivalled him too. Moreover, he increases his powers when infusing himself with Dark Energon, a trait which grants him an edge over Prime as he weakens the Autobot.

In addition to Megatron's mighty brawn, he posesses fighting experience beyond all other opponents. As a previous gladiator in the Pits of Kaon, the Cybertronian honed his combat prowess to ferosious levels, able to take on three Insecticon warirors at once. When he went against the Autobots who were trying to recover Prime's memory in the beginning of season 2, none of them stood more than a nusience. Here, it was also demonstrated how the outmatched Prime really is as a clerk, when he lost his memory and engaded in combat with Megatron with the rookie skills of Orian Pax. When Arcee also joined the fight, she managed to annoy Megatron, however the towering Decepticon merley grabbed the small Autobot and she was defeated. His speed is also fairly impressive for his size. The only times an equal opponent can challenge Megatron is when Optimus Prime enters the battle field. In such circumstances, no Autobot nor Decepticon stand a chance of interfering. Eons and millenia of repeated war has made these veteran warriors familiar with all of each others moves to the point that only the environment or situation can shift the tide of battle. For instance, when Megatron battled Optimus at the Space Bridge, the Decepticon Leader eventually managed to gain an advantage and bring the Prime at his mercy. The reverse happened to Megatron in which Prime beat him to a bloody pulp. Even the prominent Predaking, who is shown to be physically tougher than Megatron, managed to be dodged during the start of his battle with the Warlord.

He fights with ferocity and no fear, but he tempers that with sheer cunning. He is a cunning tactician who deserves the title warlord. In addition to his power, ferocity, skill, and intelligence, he is a very skilled and persuasive orator, and is good at winning the sparks and minds of others, the proof for that is in the fact that he was able to rapidly gather a number of loyal followers, like Soundwave, Skyquake and Dreadwing. He possesses a powerful fusion cannon on his right arm and a sword stored under it. He can use both of these weapons to great effect. The most powerful of his weapons is the Dark Star Saber, which grants him nigh-cosmetic powers. His Cybertronian Jet mode gives him the ability to fly. In addition he has remarkable stamina and durability, taking hefty damage during the show from multiple foes, however, this is also when Megatron becomes dangerous. Once he realizes they placed before him can injure him or push his patience, the savage determination of the Cybertronian Gladiator awakens. For example, when the Insecticon scout or Ratchet on Synthetic-Energon made him bleed, he changed his lowered guard and stopped toying with his prey. After being revived and tortured by Unicron, Megatron seems to hold back his old capabilities and fighting skills towards others, mostly the Autobots. Though, his upgraded body did seem to grant him greater durability, strength and speed; Unicron was merely not as skilled in combat, due to usually being unbeatable. Perhaps the greatest upgrades was the exponentiolly higher speed of his Jet Mode and his new Dark Energon-infused weapons. When Unicron posessed his new body, the Chaos Bringer fabricated spears, hammers, hooks and cannons of tremendous power and affect. With the exception of Megatron himself, while Dark Energon weakens all Cybertronians, except for those that bulid up an immunity towards it. Due to that, Unicron's weaponry was both deadly in power and affecting his opponents strength. This is how he was able to defeat the strongest Cybertonian race, the Predacons, with merely two shots from the Dark Energon cannons. However, after Unicron's antispark was entrapped within the Allspark Container, it seems unlikely Megatron can access any of these weapons. Either way, the Tranformers Prime Megtaron could never be trifled by ordinary Cybertronians, only the top could fight the Decepticon Warlord and survive the encouter.


Megatron's only real weakness is his arrogance. He believes himself to be superior to all, and has the utmost confidence in his skills and abilities which is well founded. There are times when his arrogance can trump his intelligence, though not to the same extent as Starscream. Another weakness that he possessed was the inability to see potential threats, as he did not count on Jack possessing the Key to Vector Sigma, Predaking's ability to transform or Racthet disabling the Nemesis' shielding. Another weakness was his fear of certain individuals, as his fear of Optimus's Star Saber led him to making the Dark Star Saber, and his fear of the Predacons rebelling made him order the destruction of the Predacon clones. These decisions ended in his own downfall when he was killed by Bumblebee and resurrected by Unicron.


  • Megatron's Prime appearance draws heavily from his G1 and movie counterpart. Frank Welker also voiced Megatron in G1 and reprises the role for the series.
    • The incarnation of Megatron in Transformers: Prime is currently the most liked version by many fans and is considered the official version of Megatron in many media, like Hub.
    • This incarnation of Megatron is similar to his counterpart in the live action movies.
  • Though he is the series main antagonist, Megatron himself had yet to kill a single main character until Regeneration where he killed Dreadwing. The Insecticon he fought in Crossfire could also count however.
    • Ironically, if one only counted Autobots, then Starscream managed to kill more than him on screen (if one doesn't count Bumblebee during the few seconds he was dead).
  • Throughout the series, Megatron has had four second-in-commands. Starscream was first, then Airachnid, Dreadwing before Starscream returned and finally, Shockwave and Starscream share the rank.
  • Megatron is known for being the first and only Decepticon (and only villain in Transformers Prime as a whole) to physicly harm/hurt Rafael, and it happens two times, one time when possesiong Bumblebee during the second episode of the two-parter, Out Of his Head, and the second time in the first episode of the seven-part Orion Pax Saga, One Shall Fall.
  • In the Season 2 finale, Darkest Hour, Megatron used the phrase "Decepticons... transform and rise up!" Mainly used by his Transformers Animated counterpart.
  • Every time Megatron has been at the location of an Iacon Relic, he failed to secure it: He lost the Spark Extractor to Bumblebee, the Star Saber to Optimus and the first Omega Key to Smokescreen. However, he did manage to obtain the Forge of Solus at its location from the Autobots.
  • This incarnation of Megatron did not die by the hands of his nemesis, but by the hands of an Autobot scout. It's rather ironic since Bumblebee was controlled by Megatron to revive his body.
  • Megatron and Starscream are the only characters to appear in every episode of the third season.
  • In the Predacons Rising movie, Unicron revives Megatron's body as his vessel. Megatron thought that Unicron was going to rule Cybertron, but he wanted to destroy Cybertron. During the climax, Megatron refused to try to rule Cybertron despite Starscream's suggestions because of the punishment he suffered at Unicron's hands, which was experiencing oppression for himself.
    • This act of Megatron surprised several viewers, including Optimus, as he had never showed any sign of reformation before. Transformers Prime is the only show to this day, in which Megatron dismantled the Decepticons himself and chose to remain in exile.
    • However a later comic book series published by IDW, took note of this and made Megatron an autobot.
    • Optimus states that even Megatron has demonstrated the capacity to change, referring to his statement about all Decepticons in Operation: Breakdown.
  • After Megatron's return as Unicron's slave, Smokescreen struggles to find a name for the new threat until Arcee cuts him off. Among names he suggests are Megacron and Unitron, while neglecting the most obvious: Galvatron.
    • Despite not being called Galvatron in the movie, his new form is called that by several fans and viewers.
    • The way Megatron gains his new body from Unicron, is similar to how he becomes Galvatron in several Transformers series, which gives a hint about his new form truly being "Galvatron".
  • Megatron is the second character to die and be resurrected with a new body, the first being Optimus, but that can be debatable.
  • It is currently unknown if Megatron banished himself from Cybertron or went somewhere in the galaxy and if the name of his new form is "Galvatron". The sequel implies he has long since abandoned Cybertron and is hiding somewhere in the galaxy where no Cybertronian would think to look.
  • In The Covenant of Primus, Alpha Trion strongly implies that Megatron is modeled after the original Megatronus Prime.
  • This is the first incarnation of Megatron who actually turns good and disbands the Decepticons out of free will. He would be followed a little under a year later by his IDW counterpart. The difference is that IDW Megatron joined the Autobots and wants to make amends for his actions, while this one is too fearful of potential justice and ashamed to show his face on Cybertron ever again. Another difference is that IDW Megatron established a good friendship with Bumblebee, and when he was killed, he was horrified, and howled in rage, while it is highly possible that Bumblebee in the Prime universe would try to arrest him on the spot.
  • He has saved Optimus from death 4 times, first from Starscream, second from Unicron, third from Dreadwing, and fourth from Predaking.
  • Megatron has nearly killed Optimus 7 times, first after defating him atop the Space Bridge, second in One Shall Rise Part 1, third after Optimus sealed Unicron's spark to the Earth Core, fourth in Orion Pax: Part 3, fifth when shattering the Star Saber, sixth in their final confrontation at the Nemeisis' Omega Lock and in the last battle on Cybertron (though it was Unicron that controlled his body).
  • Some of his personality traits are shared with Steeljaw, before the former's reformation.
  • Megatron's personality is quite similar to the Shredder (who is also voiced by Kevin Michael Richardson) in Teenage Mutant Ninja Turtles: 2012 TV series and Lotso from Toy Story 3. Megatron and Shredder developed a friendship with their allies Optimus Prime and Splinter that they both considered them to be brothers. Megatron and Shredder also share jealousy towards their former allies Optimus Prime and Splinter", which prompted both of them to have desires to destroy their enemies in any possible way. Megatron and Lotso felt "betrayed" by their former allies, with Megatron cutting off ties with Optimus (before Optimus was became a Prime) and Lotso abandoned Daisy when he felt "replaced" (which in a way that they both saw fit to turn antagonist towards others around them as their last resort).
  • In the video game, War For Cybertron Megatron was well aware of the Omega Key (just one), while in Prime he didn't know of its existence when confronting Arcee in Alpha/Omega, this is due to the video games and TV not being set in the same series, many other similarties also for example.


  • "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 subconscious, WHAT ARE YOU DOING INSIDE MY HEAD???"
  • The Cortical Psychic Patch."
  • "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!!!"
  • "How did I escape annihilation? Of course, Dark Energon...Starscream."
  • "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."
  • "Not only did you pluck the Dark Energon from my chest in a feiled attempt to snuff my spark, but you tried to raise your own undead warrior with it."
  • "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,'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!"
  • "Save me?"
  • "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.."
  • "And one shall fall... You Optimus Prime!"
  • "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."
  • "Megatron is commanded by NO one!!!!"
  • "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."
  • "You and your beast will do well to remember! 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?"
  • "Move quickly and operate with a surgeon's skill. Do you understand me Knock Out?"
  • "Are you not the fiercest Insecticon?"
  • "Did you retrieve the relic?!?"
  • "How is this possible?? Four relics each within our grasp. And yet only Soundwave has returned with something other than an excuse."
  • "Perhaps this day is not lost after all."
  • "You allowed the Autobot to live?! Then you owe me a spark. And if it's not the one belonging to Bulkhead, it had better be Wheeljack's!!"
  • "The human factor did indeed tip the scales. In favor of my enemies."
  • "Who in the pits of Kaon is that??"
  • "At last we take our rightful places, Optimus, as Gods wielding the power of the cosmos."
  • "Prime's lastest recruit is the final relic of Iacon?"
  • "A pity you are incapable of flight."
  • "A word of advice: stop thinking aloud."
  • "I said stand down! That is an order."
  • "Do not ever make me regret which one of you I spared."
  • "I bested your little blade once...and I shall do it again!"
  • "So that I may hand over the humans."
  • "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."
  • "Now if you please, the Omega Keys. One at a time."
  • "Behold!! The age of the Decepticons!!!"
  • "They can run but they can never again run home."
  • "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!!!"
  • "This was the place."
  • "You do have a way with words Starscream. Make haste and unearth the Autobot corpses."
  • "Shockwave? Just the tactical advantage I need."
  • "Shockwave! This is quite an unexpected turn. I thought you had perished on Cybertron."
  • "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."
  • "Starscream. You would do well to take a cue from Soundwave on occasion and keep things to yourself."
  • "Is there no one who could bring me their heads?"
  • "Then by all means. Activate the spacebridge."
  • "Shockwave. It does my spark good to see you once again tampering with creation."
  • "Such primal magnificence."
  • "You left abandoned Decepticon technology fully operational and unsecured?!?!"
  • "Ultra Magnus. Allow me to venture. You intend to disarm my fusion cannons by disabling their power core?"
  • "Ultra Magnus! You are no Optimus Prime."
  • "Optimus!!!!!!!!"
  • "What are you doing? No, we will not retreat!!"
  • "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."
  • "Shockwave. I understand you engaged Optimus Prime in the field."
  • "Excellent. For I am rather impatient, to witness my army of beast trample humankind, underfoot."
  • "Starscream, assume command of my beast."
  • "Starscream are you with the beast?"
  • "You have performed well my pet."
  • "This will be a splendid contribution to the spawning of your Predacon brethren."
  • "Communications have been down for how long???"
  • "Which is all well and good for Soundwave, but for you!"
  • "Which is more than I can say for some."
  • "Please continue Shockwave. No, no one important."
  • "Well, let's just say, you have been offered more chance for redemption than anyone in Decepticon history!"
  • "No, allow me to explain things, in a matter which I know you will understand".
  • "Come Starscream."
  • "Resulting in the loss of the Insecticon hive and over half our military troops."
  • "Well done Shockwave. Knock Out! I'm waiting."
  • "And I see you have been keeping secrets."
  • "Yet you are unique. A miracle of science, cloned by Shockwave, recovered from the remains of your body ancestors."
  • "Your vision... is boundless."
  • "Our former beast may fully believe himself to be a loyal servant today, but trust me, the moment our Royal Highness realizes that his army possess greater might than what currently remains of the Decepticons...I am left with no choice, but to eradicate the Predacon clones, before they are provided the opportunity to eradicate us".
  • "You pride yourself on your evolution, yet you have learned nothing!"
  • "The Autobots expand their forces, while ours continue to dwindle!"
  • "As A Beast!!!"
  • "Your assistance actually. To help complete a little science project."
  • "We shall see how his Majesty fairs against the most powerful weapon in our vault: The Dark Star Saber".
  • "Indeed". And my only mistake was not seeing the extermination through".
  • "That's the spirit. But I was a champion of Kaon not only due to my savage might, but also my cunning".
  • "You should of heed my advice and face me as a beast."
  • "The medic lives. Mobilize what remains of our forces, the Omega Locks must be defended at all costs. If Optimus Prime wishes to battle for the fate of both Earth and Cybertron, then I shall oblige him. This will be our last stand".
  • "Shockwave, commence Omega Lock firing sequence".
  • "Prepare to join your scout in the Allspark!"
  • "Unicron?"
  • "I do not understand, why am I not one with the AllSpark? Do I yet live?"
  • "Dark Energon."
  • "Optimus Prime used the Matrix of Leadership to imprison you within the Earth's core. So how it is you speak to me now?"
  • "Primus. So it would seem Optimus succeeded and restoring Cybertron after my demise."
  • "so... I will live again?"
  • "So we are to rule together? As one."
  • "But to destroy Primus... is to destroy Cybertron."
  • "That pest is the very one who robbed me of my spark. And now I possess the power to return the favor."
  • "But our merciless attack drove the Autobots into submission. They fled for their very sparks."
  • "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!"
  • "Who to root for? The lines have certainly blurred."
  • "Because I now know the true meaning of oppression... and have thus lost my taste for inflicting it".
  • "Enough! The Decepticons are no more. And that is final!" - Megatron now learns his lesson and abandons the Decepticon cause.


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