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The name or term Fallen refers to more than one character or idea. For a list of other meanings, see Fallen (disambiguation).

The Fallen, formerly known as Megatronus, is one of the Seven Primes, founder of the Decepticons, and the master of his apprentice Megatron.

He is the main decepticon/antagonist of Transformers: Revenge of the Fallen.

"Die, Like your brothers!!!!

The Fallen"

Revenge of the Fallen[[Die, like your brothers!| [src]]]

"They were your brothers, too! Optimus Prime"
Revenge of the Fallen [src]


Revenge of the Fallen film

Voice Actor: Tony Todd, Banjo Ginga (Japanese)

Nineteen thousand years ago, Seven Primes landed on Earth. One of the Primes, Megatronus, defied an important rule: "Never destroy a planet with life" — He ignored the value of life beside his. Due to his hatred of the human race, he tried to use the Solar Harvester, which has the power to destroy suns and create energon, on Earth. The Matrix of Leadership was needed to activate the machine, so Megatronus stole it, which resulted in a great battle between Megatronus' minions and the Primes. In the end, the Primes took the Matrix and hid it inside a tomb made up of their own bodies so that Megatronus, know called "The Fallen", would be unable to activate the machine.


The Fallens face

A long time ago, Megatron came into contact with the Fallen, and he manipulated Megatron into forming the Decepticons, and commanded him to steal the All Spark.

"The Fallen"
Revenge of the Fallen[[Only a Prime can defeat me, and now only one remains.| [src]]]

In 2009, the Fallen reappeared after many years and resumed leadership of the Decepticons. He commanded Megatron to assault Earth once more and find the Matrix and the Solar Harvester, now buried underneath a pyramid in Egypt. The Decepticons lead a full-scale attack on Earth and take control. The Fallen sent out a broadcast to humanity ordering them to send Sam Witwicky to him, who knew the location of the Energon signal, or else he will destroy them.


The Fallen when he arrives in Egypt

Megatron and the Fallen ordered Devastator to destroy the pyramid surrounding the Solar Harvester, but he was destroyed by a shot from the rail gun of USS Kidd, a US Navy destroyer. Sam resurrected Optimus. However, the Fallen came down to Earth by teleportation, and sliced off a soldier's head with his spear and stabbed another soldier. Then, he stole the Matrix from Prime.


Optimus kills the Fallen

He teleported over to the Solar Harvester and activated it, but as the countdown began, Jetfire provided Optimus with his parts (firearms, armor and engines) and spark, making him much more powerful then ever before. Optimus flew up the pyramid and destroyed the Harvester before attacking the Fallen and sending them both falling to the ground below.

Enraged, the Fallen attacked Optimus Prime and the two engaged in a fierce fight. Despite the Fallen's immense power, Optimus quickly seized the upper hand. Megatron intervened and attacked Optimus, but was quickly overpowered and knocked out. The Fallen and Optimus Prime re-engaged. Although the Fallen managed to tear off Prime's left jet thruster and strike him in the face with it, Optimus was able to disarm the Fallen and rip his face off, thus revealing his skull. Realizing that he was losing, The Fallen tried to flee, but Optimus tore out his spark and crushed it, killing him.

Afterwards, a wounded and horrified Megatron fled with Starscream, taking over as the new leader. Revenge of the Fallen (franchise)

Note: The Fallen's involvement in the preceding events, or events mostly similar, were also chronicled in the novels "Revenge of the Fallen," "Revenge of the Fallen: The Junior Novel" and "The Last Prime"; the "Revenge of the Fallen Official Movie Adaptation" comic; the "Movie Trilogy" manga; and the storybooks "I Am Optimus Prime," "Rise of the Decepticons", "Transformers: Revenge of the Fallen Electronic Voice Changer" and "Transformers: Revenge of the Fallen Mix & Match." Most of these adaptations are based on early drafts of the script and provide more backstory for The Fallen, such as his hunt for the descendants of his brother Primes, and his promise to Megatron that he would make him a Prime. Something Optimus exposes as a lie during their final battle, as one can only be born a Prime, leading Megatron to abandon his teacher. In several, Optimus defeats him not by killing him, but by hurling him into space.


IDW movie comics

According to The Fallen, he and his brothers were the first creations of the AllSpark. The planet that would become Cybertron was mostly barren, but as the AllSpark gradually shaped Cybertron around them and gave The Fallen and his brothers power beyond measure, the cube's own power was depleted. They learned that the its power could be replenished by harvesting the energy of stars, but they were unable to locate new stars to suit their purposes, despite their amazing ability to travel between dimensions using triangular "sarcophagi". Defiance #4 As he quested, The Fallen came to believe that the AllSpark was speaking to him, telling him of a grander destiny than that of his brothers, picking him as its "chosen one." Tales of the Fallen #4

To aid the Dynasty of Primes in their quest, the AllSpark created for them a race of workers that had a power of their own: the ability to transform their bodies into new forms! Some, called "Seekers", could change into interstellar crafts that could locate stars for them, the energies of which would then be harvested to power the AllSpark by massive devices built by the other workers. The Dynasty tempered their search with the rule of sparing stars with inhabited worlds, but The Fallen believed that the Dynasty's compassion would ultimately doom the Cybertronians to inevitable extinction. As he sought a way to fix this problem, The Fallen came to think evil thoughts. What if there were no other Primes to share the AllSpark with? What if its power was his alone? Defiance #4

The Fallen began to court some Transformers to his side. He selected a small number of the Constructicon drones to do his bidding in private, ultimately in service of subverting the Dynasty of Primes in favor of his own agenda. He called this group the Decepticons. Jetfire, The Fallen's most trusted and capable Seeker, began to unwittingly harvest the stars of inhabited star systems; the two would scan a system together, but The Fallen would report that his search areas were devoid of life. This practice got The Fallen and Jetfire into trouble with the other Primes, and so The Fallen began to sow seeds of mistrust in Jetfire. He claimed the Primes' refusal to sacrifice life to save their own planet would be its downfall, and that an army had to be readied in case the Primes betrayed them all. Tales of the Fallen #3

The Fallen attempted to build a Star Harvester on his own, powered by a counterfeit Matrix of Leadership he had constructed. However, it was unstable, and the resulting explosion infused The Fallen with power he had never known. He now burned with dark, unimaginable powers from within. The Fallen, feeling a darker sense of purpose that complemented his darker powers, traveled from world to world to world, killing scores of organisms and assimilating their technology, and leaving the dry husks of planets in his wake. He evolved, and during his ascension he planned for the eventual battle with his brothers. Tales of the Fallen #4

As Jetfire joined the Decepticons, The Fallen took them to a planet named Earth, and they built a Star Harvester to claim the Sun. However, it, too, harbored life: The Fallen was building the harvester there to either bait his brothers into taking action (while he was prepared to kill them all) or to remain in limbo. Either way, he won! Jetfire finally turned against his master, just as the remaining Primes arrived, falling into the traitor's trap. The Fallen warped Jetfire and his other underlings away and faced his brothers alone. Tales of the Fallen #3

The battle between The Fallen and the other Primes was costly. They did not expect The Fallen to have so much power, and one by one they fell by his wretched hand. He had "expanded [his] consciousness—absorbed the mental mass of a hive intelligence seventy trillion strong, probed the neural functions of creatures that swim in unrefined thought..." Since last they met, he was "so much more" than they were. The Fallen was able to grab weapons from his stockpile through personal dimensional portals, and one by one he murdered his brothers until there was only one Prime left to oppose him. With one last desperate gamble, the final Prime fled, and he and The Fallen warped from location to location; The Fallen thought this Prime was merely stalling, but he was gravely mistaken. The final Prime had gathered up the bodies of his defeated brothers, and when at last he had collected them all and The Fallen was weak from overteleportation, he used their combined lifeforce to banish The Fallen forever. The Fallen was sent through his sarcophagus and trapped in another dimension, where he crashed into a desolate landscape, swearing revenge. Tales of the Fallen #4 Foundation #2

Knowledge of this was lost through the ages, and the Dynasty of Primes became little more than a myth. Thousands of years later, however, The Fallen's sarcophagus was unearthed on modern-day Cybertron and brought to the quarters of the planet's military leader Megatron. There, sensing the fury and resentment, The Fallen established contact with Megatron, filling him with a new resolve to destroy those who sought out the AllSpark. Defiance #2 In the aftermath of Megatron's ruthless battle against a band of aliens seeking the AllSpark, The Fallen further counseled him to seize control of Cybertron to make way for The Fallen's return. He also told him that Optimus sought the AllSpark for himself, and Megatron immediately decided that Optimus and his followers deserved to be killed for this transgression. Defiance #3

But simply taking the planet would not be enough. The Fallen also ordered Megatron to build a space cruiser to seek out the Matrix, which he said was a prerequisite to his return. As the ship's construction came to an end, The Fallen told Megatron the story of his origin and his plans regarding the harvester on Earth. The Fallen ordered Megatron to put his sarcophagus on the ship and then stay behind to fight Optimus's forces and safeguard the AllSpark. Soundwave and a majority of the Decepticon soldiers crewed the ship. Meanwhile, on Cybertron, civil war raged between Optimus's Autobots and Megatron's Decepticons, a war which eventually led to the AllSpark being launched into space. Defiance #4 Foundation #3

The Nemesis came across the AllSpark's energon signature, to Soundwave's disbelief. The Fallen began speaking to Soundwave just as a ship crashed into the Nemesis, and disappeared once more through a portal. After landing the ship on a dead planet, Soundwave was commanded to pursue the ship via the portal—that The Fallen recognized as a space bridge—it left behind. Convergence chapter 1 Later, Megatron found the abandoned Nemesis during his pursuit of the AllSpark. He once again spoke with The Fallen, who was furious that Megatron had taken this detour. He ordered him to resume the chase immediately, confident that the Cube would guide them to the harvester. Megatron obeyed, leaving the sarcophagus in the barren wreckage. Defiance #4

Thousands of years later, Soundwave returned, having recovered a space bridge pillar from the Autobot ship. The Fallen informed Soundwave of Megatron's visit, and Soundwave deduced Megatron was one of the Cybertronians rumored to held captive by the humans, prompting him to return. The Fallen then used the pillar to warp space and time, leaving his prison at last... Convergence chapter 4

Revenge of the Fallen: The Game

Voice actor: James Arnold Taylor
  • He can teleport. He is never a character able to play as in any form of the game. He can throw objects at you, make beams of energy that damage you appear, launch orange versions of Soundwave's secondary weapon at you, that only damage you, not slow. He can also summon drones.
  • The Fallen is unlockable in the PC version after beating him.


  • The Fallen (Voyager, 2009)

The Voyager-Class Fallen

The Fallen is packaged in his robot mode. He turns into a Cybertronian Destroyer. Features include retractable "energy absorption" panels on his legs, arms, shoulders, and head. The toes are mounted on springs (like the first movie Megatron Voyager toy), and though this doesn't cause a problem on hard, flat surfaces, it can be a pain when trying to pose the figure on carpeting. The Fallen's quality control seems to vary wildly between figures; the elbows, knees, and ankles are prone to separating quite easily on some units.

Another Voyager Class

  • The Fallen (Voyager, 2009)
A Target-exclusive redeco of The Fallen. His armor is orange in some spots.
Or you could pick... WHAT'S IN THE BOX.

This item is currently scheduled for release, but is not yet available.

  • The Fallen (Robot Replica, 2009)
  • The Fallen (Legends, 2009)

  • Legends / EZ Collection The Fallen (Legends, Lawson exclusive 2009)
Available exclusively at the Lawson's convenience store in Japan. The only way to purchase this product is via TakaraTomy.
  • The Fallen (Voyager, 2010)
A light blue/teal redeco with spear and an all-new head sculpt with battle mask. The figure is retooled with new hands and grooves on the upper torso to hold the spear.

Or you could pick... WHAT'S IN THE BOX.

This item is currently scheduled for release, but is not yet available.

  • Gathering at the Nemesis
The Fallen is packaged with Megatron from 2007 and Soundwave in his Generation One counterpart's color scheme.


  • Battle for the Fallen (Robot Heroes, 2009)
The Fallen is cute and huge. This character also comes with a Jetfire/Optimus Prime, Ironhide (in vehicle mode) and new ROTF Megatron (also in vehicle mode).

Notes & Trivia

  • On Hasbro's official Transformer's website, the battle bios state the Fallen is 100 feet tall, although in the film, he is the same height as Optimus Prime with Jetfire's parts, which is 40 feet tall.
  • The Fallen, along with other Primes, has a head and face that appears to be some sort of blend of the Decepticon insignia and a Pharaoh.
  • In Transformers Comic issue 15, the newly-ascendent president of the United States is named Theodore F. Allen. This is likely no coincidence, but it remains to be seen if the wordplay has any significance beyond the fact that he is under Decepticon mind-control.
  • During San Diego Comic-Con 2008, Simon Furman claimed that a character based upon the Fallen would appear in Revenge of the Fallen.[1] A day later, IDW Publishing writer Chris Mowry corroborated the claim in an interview with MTV Splash Page, calling "The Fallen" the main villain of the film.[2] Less than a week after this, however, Michael Bay reiterated that everything leaked thus far is part of their misinformation campaign and that only a handful of people involved with the production of Revenge have seen the script, contradicting IDW's interviews where their representatives confirm that they have the script.[3] Curiously, on August 5, 2008, after a fan posted on Michael Bay's forum pointing out the contradiction, all references to The Fallen were removed from the aforementioned interviews, as well as any references to IDW Publishing having the script.
  • Strangely enough, in the credits of the film, he is titled as Fallen, without the "The", and Megatron also refers to him as "Fallen, my Master". He appears to be suffering an identity crisis.
  • In the DS Autobots game, the Fallen says "Your fight is with me, Optimus Prime", but when the cut scene ends and you turn around you'll hear the dying sound and see the Fallen dying, and Prime isn't even there. Spark attack?
  • Michael Bay likened the Fallen to Judas Iscariot though in actuality his depiction within the film is closer to Jehoram of Judah.
  • According to his bio, the Fallen has entropy running through his body and, therefore, can control it, but this particular power is not addressed in the movie. Also, as seen in the movie, he can also teleport and move objects with his mind. Processor over matter?
  • Initial drafts of the Script had the Fallen being trapped in an dimensional vortex by his brothers, the Primes, and communicating with Megatron through an interdimensional window. He'd only be released from his prison when the Decepticons uncover the Solar Harvester in Egypt. In those versions, he also eluded Megatron by promising to transform him into a Prime upon the defeat of the Autobots. When Optimus Prime tells him Primes are born, not made, Megatron impeaches the Fallen from reaching an escape portal and blasts him to Optimus, escaping with Starscream through the said portal, and stating he'd no longer serve anyone.[October, 2009] The first plot is seen in the prequel comic; the second in the video game.
  • According to Battle bios, he stands 100 feet tall, As tall as Devastator. But in the film, he seems to be only slightly taller than Megatron and Optimus.
  • The Fallen was 42 feet tall. [citation needed]
    • Also, in Battle Bios, his intelligence, speed and skill are pretty low while his ranking is 9. However, on Voyager toy's package, everything is either 10(maximum) or limitless.
    • In Example:
      • Strength-Limitless
      • Intelligence-10
      • Speed-10
      • Endurance-limitless
      • Rank-10
      • Courage-10
      • Fireblast-limitless
      • Skill-10
    • Despite this information, a Jetfire fused Optimus is easily able to destroy the Fallen single-handedly. However, in the fight between Optimus Prime (fused with Jetfire), the Fallen and Megatron, the Fallen was able to hold his own better against Optimus then Megatron; when Megatron intervened, he was overpowered in almost 15 seconds. However, the Fallen was able to put up more of a fight against Optimus; he held his own reasonably well for a short amount of time and landed several blows on Optimus; he was able to strike off Prime's sword and rip off his left rocket thruster, which he then used to strike Prime in the face.
  • Despite being the second movie's main villain, the Fallen himself has very minimal screen time. He is only in the movie for roughly 10 minutes out of 2 hours and 17 minutes
  • He was the second known born enemy of Earth from Cybertron after Quintessa and possibly her apprentice.


External Links