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"At long last, Megatronus stands triumphant!"
― Megatronus in Battlegrounds, Part 1

Megatronus Prime, also known as the Fallen, is one of the Thirteen original Primes, the first Decepticon, and the true main antagonist of the first season of Transformers: Robots in Disguise. He was first mentioned by Bulkhead in Partners and appears in flashbacks in Transformers Prime. He is also Megatron's namesake and the one who was responsible for causing the Alchemor to crash on Earth, thus releasing several Decepticon prisoners and allowing them to roam free.



In the long, distant past, Megatronus was among the Thirteen created by Primus to battle and defeat Unicron, with success. However, Megatronus eventually betrayed the other Primes and murdered Solus Prime. As punishment for what he had done, Megatronus was cast out from the universe and exiled to an alternate dimension, though still had the power to communicate with beings in the prime dimension. Enraged and humiliated, Megatronus blamed Earth and Cybertron for his defeat, swearing to eventually find a way to return to the universe and destroy both planets.

Megatronus, maintaining just a mild amount of influence from outside the universe, was known by himself as the first Decepticon. Megatron had originally named himself after Megatronus, before shortening the name.

Robots in Disguise

When the Alchemor passed by Earth, Megatronus forced the ship to crash, releasing Decepticons. After sometime Megatronus eventually spoke to Steeljaw and made a deal with him that he was to prepare a GroundBridge portal to free Megatronus from his prison in exchange to let Steeljaw and his gang to have Earth. Steeljaw reluctantly agrees to the deal. Megatronus, impatient, contacted Steeljaw again to check on his progress of building the portal. Steeljaw informed Megatronus that he needed more Decepticons to help him with the task, but Megatronus was less than moved. Using his telekinetic powers, Megatronus made Clampdown pull on his left arm hard until Steeljaw capitulated. Megatronus informed his new servant that the device would require a mass of sufficient metal to anchor the energies generated by his arrival- namely, the Crown City Colossus. At the Crown City Colossus, Megatronus appears over the statue in Steeljaw's vision. He informs the latter that he grew impatient and also promised that if he remains trapped in his dimension any longer, he will make them all pay. Although the Autobots, accompanied with a reborn Optimus Prime, attempted to intervene, their efforts weren't enough to stop Steeljaw from activating the portal. A triumphant Megatronus stood before them triumphant.

Optimus fighting Megatronus.

Megatronus moved to attack the weakened Autobots, but was intercepted by Optimus. Megatronus deflected a blast from Optimus that hits Bumblebee and Drift instead and used his telekinesis ability to throw Optimus into the ground. He pinned his foe on the ground and informed the latter that both Earth and Cybertron played a role in his exile. But he also plans on terminating Optimus as the first one to fall by his hand as he transforms his right hand into a drill and attacks Prime with it. Grimlock stopped the drill but was tossed by Megatronus at Drift. Slipstream and Jetstorm appeared to protect Drift and the others from Megatronus, which enabled Optimus to get up and duel with Megatronus.

During the fight, Optimus revealed that he had been received added strength from the other Primes, to which Megatronus replied that he had received additional power from an even greater force. Megatronus gained the upper hand and managed to slash at Optimus, knocking him into the water and temporarily taking him out of the fight. Windblade breaks free from her restraints to open fire on Megatronus and was soon temporarily defeated by him. Megatronus congrats Steeljaw and his Decepticons as he was able to get his fallen Spark fuser and activated it, revealing to Steeljaw that he had intended to draw the remnants of Unicron's anti-spark from the Earth's core and merge it with the AllSpark, which would destroy both Earth and Cybertron. When Steeljaw realized this, he attacked Megatronus and was prevented from doing so as Megatronus used his telekinesis on Steeljaw. Megatronus stated that he had never technically lied to Steeljaw about his right to own Earth or whatever would be left of it and threw Steeljaw to the side. Steeljaw, in a fit of rage, kept on attacking Megatronus but after a brief fight, Megatronus restrained the furious Steeljaw with his telekinesis and sent Steeljaw flying in the sky miles away.

Steeljaw's interference distracted Megatronus long enough for Bumblebee to resuscitate Optimus, and the two Autobot leaders moved in to finish Megatronus. While Optimus once again dueled with Megatronus, Bumblebee, Strongarm, and Sideswipe used their Decepticon hunters to power themselves up and blasted Megatronus, which did not stop him as Windblade stated it will take more to take more than a single blast to defeat Megatronus. As Bumblebee comms Optimus, who was busy fighting Megatronus, Megatronus managed to bring the AllSpark down to Earth. Optimus managed to shatter Megatronus's Spark fuser, closing the rift, sending the sparks back to their respected places and ruining his plan. Enraged at this, Megatronus redoubled his attack and closed his shots directly to kill everyone in sight, mostly towards Optimus. Just as he was about to finish off Optimus, Grimlock intervened again with Bumblebee and Strongarm assisting Optimus. Sideswipe joined in on the battle after he helped Windblade and Drift drop part of the statue's arm on Megatronus. Optimus had destroyed Megatronus's sword and Grimlock tripped the First Decepticon over with his tail as the statue's arm came on him. Megatronus lifted the statue, which the weight of the statue was enough for Bumblebee's team to blast Megatronus with a sustained burst of energy, disintegrating his body and seemingly destroying Megatronus on site. Though Bumblebee was unsure if he was destroyed as he asked Fixit to detect Megatronus's energy signature which Fixit reported that there was nothing to detect. Optimus also reassured Bumblebee that even if Megatronus did survive, they would be there to stop him.


At the beginning of it all, Megatronus was loyal to his creator Primus. Yet, he was considered unpredictable and unstable by the other Thirteen. Megatronus soon became the first Decepticon when he became pernicious, cruel, sadistic, immoral, and villainous towards the other Primes, and even a murderer for destroying Solus Prime. He seems to hold a strong grudge with both Earth and Cybertron for playing roles in his exile, which left him to have a deep desire for vengeance in his time of being exiled. He also seems to share the same level of anger as Megatron as he nearly killed the Autobots and Optimus Prime for foiling his plans to destroy Earth and Cybertron.

Powers and abilities

Being a Prime, Megatronus is one of the strongest of all Cybertronians. He battled all of Bumblebee's team and Optimus Prime at once, tossing Grimlock to a distance, and even lifted a giant arm of a statue that dropped on him. He is a skilled combatant as he was able to last a fight with all the Autobots and Optimus Prime at the same time. He also has the ability of telekinetics, where he demonstrated to Steeljaw by crushing steel, torturing Clampdown, throwing Steeljaw in a far distance and also used his telekinetic abilities against Optimus Prime. He is equipped with 2 cannons on his hand and can transform his hand into a drill. He transforms into an armored tank as his alt-mode, and also wields a spear-like weapon in melee combat. 

Different accounts


According to Alpha Trion, Megatronus Prime was the second born Cybertronian. He was extremely powerful, ambitious and dangerously intelligent. He commissioned Solus Prime to craft him the Requiem Blaster to fight Unicron and at some point after Unicron's defeat he began using Dark Energon. In a moment of rage he murdered Solus but escaped Cybertron before his brothers could subdue him. After he fled he became known as "The Fallen". According to Nexus Prime, Megatron was very similar in all respects to his ancestor. Alpha Trion did not know if Megatronus still lived but he hoped he did not.

The Covenant of Primus

A warrior in the mold of Prima, Megatronus was his dark antithesis. He was the most complex of all the Primes, caught between warring impulses of immense passion that never allowed him to have inner peace. His dedication to Primus was unswerving, but faced with Primus' nature on a daily basis, and Prima's emulation of it, he could not help but see himself as an outsider, forever cursed by the very powers that gave him such terrifying strength. His ruthlessness, ambition, conviction, and ability to take any course of action gave him near-limitless potential.

At the same time, Megatronus felt these qualities earned him the disfavor of the other Primes - he was too like Unicron. They turned their gaze away when his burning visage confronted them. It haunted him. He had done nothing wrong, never did, and yet he was, he felt, unworthy. The injustice of it scored his spirit. It seemed that he took on the burdens of darkness at his own expense while the rest could feel assured of their rightness, not having to soil their hands with grim compromises. He was too proud to recognize how vulnerable this left him, as he could never admit any weakness. He covered his fears with zealotry. Ever with those closest to him - Maximo, Micronus, Onyx, and even his lover Solus - he could blow hot or cold depending on how his paranoia fared. He was mentally unstable.

His personal artifact was crafted for him later by Solus Prime at his request and design. The Requiem Blaster was a weapon that drew on the burning core of distant suns - casting beams that were of such an intensely focused plasma that no material could survive their passage.

Eventually he was manipulated by Liege Maximo and something snapped inside Megatronus. Consequentially during a murderous rage, he accidentally killed Solus Prime with the Requiem Blaster. The blast was so powerful that Solus disintegrated but not before she vowed undying love for him. After a battle between the remaining Primes, Megatronus banished himself to the stars out of shame for his actions and forever dubbed himself "The Fallen".



Solus Prime (Former ally and Lover/ Victim)

Solus Prime was a fellow Prime member like Megatronus. She was also his love interest (in Covenant of Primus) until he killed her. In Transformers: Robots in Disguise, Fixit reveals Megatronus destroyed Solus Prime when he betrayed the other Primes.

Steeljaw (Former ally)

Megatronus contacted Steeljaw in Lockout. He carried out a deal with Steeljaw that involved Steeljaw and his pack gathering materials to build a portal for Megatronus to escape his dimension from in exchange for them to receive Earth. Megatronus has shown to be arrogant and self-centered towards Steeljaw as he constantly demanded Steeljaw to work with his pack on the device. He even went as far as to torture Clampdown right in front of Steeljaw until Steeljaw obeyed. When Megatronus was freed from the dimension, he went directly to employ his plans to destroy both Earth and Cybertron, which Steeljaw had realized Megatronus had betrayed him and his pack. Enraged, Steeljaw attacked Megatronus a few times until Megatronus mockingly told him he was very "sorry" for Steeljaw's loss as he hurled Steeljaw in the distance with his telekinesis.

Optimus Prime

When Megatronus was threatening Earth, Optimus Prime was granted a new body, power from the other Primes, and was sent back to Earth to defeat the First Decepticon. Though upon their first encounter, Optimus was stunned to see the sight of his former brother in person, realizing who the threat was. Upon engaing in battle, vowing to stop him, Megatronus deflected a blast from Optimus that hits Bumblebee and Drift instead. Megatronus used his telekinesis powers on Optimus that prevented him from aiding his comrades. Megatronus pinned Optimus and then attempted to attack Optimus with a his hand drill. Grimlock had intervened which saved Optimus and when Slipstream and Jetstorm were left to protect the Autobots, it was enough time for Optimus to return to battle. Optimus and Megatronus fought each other with their swords. While they both proved formidable adversaries, Megatronus seemingly had the upper hand for the first part of the battle as he managed to dispatch Optimus by temporarily taking him out of the battle with a wound over his chest. When Optimus recovered, he resumed his battle with Megatronus as he was assisted by Bumblebee and his team. Bumblebee, Sideswipe, and Strongarm powered their decepticon hunters into armor for themselves to help Optimus fight Megatronus. When the battle reached to a tipping point, Optimus managed to destroy Megatronus's Spark Fuser and ultimately ruined his plans. Angered at this, Megatronus blasted directly towards Optimus and seemingly had the upper hand again, only for Grimlock and the other Autobots to intervene again. Optimus sliced Megatronus's sword in half and this led to his supposed defeat as he was blasted by Bumblebee, Strongarm, and Sideswipe as they combined their Decepticon Hunters to release a huge blast at the First Decepticon. While it appeared he was defeated, Optimus reminded Bumblebee that they will always be there to counter Megatronus if he is still out there.


Transformers Prime

Robots in Disguise

Season 2

Season 2 1/2

Season 3


  • In other versions, Megatronus became known as The Fallen, a mortal adversary of the Primes.
  • Megatronus' role in Transformers: Robots in Disguise is similar to that of both Megatron and Unicron in Transformers Prime.
    • He possesses a similar body design and personality traits like Megatron before Megatron's reformation.
    • Like Unicron, he wants to destroy Cybertron and Primus. However, unlike Unicron, he also desires to destroy the Earth while Unicron didn't seemed to care about it.
    • Like Megatron, he has a past with and a strong hatred toward Optimus Prime, but more so on the fact that he was one of the original Thirteen.
    • Similar to Unicron, he also contacted and used someone else in order to achieve his goals, despite the latters dismay upon discovering his true intentions.
    • Steeljaw's role as Megatronus' servant and ally is similar to that of Starscream and Megatron. Like Starscream, Steeljaw also betrayed his master, but for a different reason.
  • In Transformers Prime, Bulkhead, sarcastically, said he was lobbing with "The Fallen".
    • This may also have been a hint that Megatronus would appear in the series, which he eventually did in the sequel Transformers: Robots in Disguise.
  • Some people believe that The Fallen's story in Transformers: Prime may have been inspired by Michael Bay's film, Transformers: Revenge of the Fallen. As stated by Jetfire, The Fallen used to be a Prime before trying to seize the Matrix of Leadership. However, it is worth noting that the Fallen was created by writer Simon Furman, who worked on the IDW run of the Transformers comic book series.
  • While the Covenant of Primus depicts Megatronus as a tragic figure, in Robots in Disguise he seems to be truly evil and in no way misunderstood or repentant. Alpha Trion and Nexus Prime's references to the Fallen in Transformers: Exodus lean towards this unsympathetic, evil depiction of Megatronus.
  • In each season, rumors suggested the Fallen would appear. The plots associated with all these rumors were true only different characters were involved instead of the Fallen.
    • Rumors for Season 1 suggested the Fallen would try to destroy Earth at its core and possess Megatron to aid him in fighting Optimus. This all happened, but with Unicron instead of the Fallen.
    • Rumors for Season 2 suggested the Fallen would be awakened from his tomb and try to conquer Cybertron. The tomb that was defiled was Liege Maximo's not the Fallen's and Megatron tried to conquer Cybertron.
    • Rumors for Season 3 suggested the Fallen would have been alerted to the presence of the Autobots and Decepticons, due to the Omega Lock and would spawn an army of undead beasts to attack Cybertron. Shockwave was the one who was alerted to the Autobots and Decepticons due to the Lock and subsequently spawned an army of beasts.
    • Ironically, while there were no rumors for him to appear in Predacons Rising, the season 3 rumor came true as Unicron used undead beasts to attack Cybertron.
  • Megatronus' description of himself as "The First Decepticon" mirrors an ancient Transformer from the Marvel Comics who referred to himself as "The Last Autobot."


Transformers Robots in Disguise Megatronus tank.jpg