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 was the second known enemy by birth of Earth from Cybertron after Quintessa and possibly her apprentice.

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

"The Fallen"
Revenge of the Fallen[[Die, like your brothers!| [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. 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)

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).


  • 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.
  • 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?
  • 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
  • Fallen is also considered to be the weakest of the three villains of the live-action film series. Despite what crew say about him being a cool "elemental villain", many fans dislike him (but mainly Bay himself) because of how fast he was destroyed. Megatron pull's off the same tactic again in the third movie.
    • However, if you think about it, Fallen took out all the Autobot's at once when he arrived to Egypt, took out countless soldiers when on the harvester and took out an F-22. He also sank an entire ship upon his arrival on Earth. And plus Megatron wouldn't have served him unless the Fallen was more powerful than he is.


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