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1[[quoteright:350:https://static.tvtropes.org/pmwiki/pub/images/animegshead_transformandrollout.jpg]]
2 [[caption-width-right:350:''Transform and rise up.'']]
3* Blackarachnia, from the TransformationTrauma of her backstory on up through her vampire-style fangs and hissing. Let's not even ''start'' on nearly causing all of Detroit's organic life to wither and die when she tried to use the key. She looks even worse with her helmet off.
4** Sari RapidAging and being tossed off of a skyscraper by Blackarachnia. Not to mention, [[WouldHurtAChild Sari's an 8 year old girl]]. Thankfully, Bumblebee and Bulkhead were there to save her.
5* While not as big of a threat as the Decepticons, Prometheus Black, aka Meltdown, is still no-less frightening and dangerous. He is probably the most seriously taken among the human supervillains for the simple fact that he's willing to perform human experimentation.
6** His transformation into Meltdown is rather disturbing, ''[[BodyHorror as his body is shown melting into acid]]''. While the rest of the transformation occurs offscreen, it still must have been a painful process. It's hinted that some time had passed after the incident with Colossus Rhodes, which also hints that Prometheus needed a lot of time and effort to make a suit that could support his body.
7** Prometheus' first scene as Meltdown has him go to Sumdac Tower to personally murder Professor Sumdac, all because he resents how successful the latter is while he pretty much lost his funding and his humanity despite seeing himself as the better businessman. His acid is corrosive enough to melt through Autobots, and seeing Bulkhead's hand melt while he's holding Meltdown and screaming in agony is pretty horrifying. Had the Autobots not arrived in time, Meltdown would have sprayed Sumdac with the acid.
8** Meltdown's second major appearance in ''Survival of the Fittest'' reveals that he's been performing human experimentation to create a transforming human, and while we don't see the transformations happen, we do get to see the results. Meltdown's Bat and Shark mutants, his lawyer and stockbroker, have become a [[MixAndMatchCritters mismatched amalgam of animal parts]]. Since adult test subjects didn't work out well, Meltdown then decides to test out his mutation formula on a child test subject, and the first person that comes to mind is Sari Sumdac, for the simple fact that she's Issac Sumdac's daughter. Sari is thankfully [[DamselOutOfDistress able to get herself out of her predicament with some quick thinking]].
9*** The mutants themselves make their return in ''Black Friday'', having never been returned to normal, most likely because the mutations are permanent.
10** Speaking of ''Black Friday'', Blackarachnia has Meltdown broken out of prison to use his research to purge her of her organic half and make her pure Cybertronian again. Unfortunately for her, Meltdown double-crosses her by instead attempting to rid her of her Cybertronian half and use her organic remains for his genetic experiments. Optimus is able to stop him just in time by seizing his genetic modifier, which leads Meltdown to accidentally touch the machine with his acidic hands, causing him to melt into a puddle of acid. The end of episode however shows that Meltdown is still alive and starting to reshape his body, but because of ExecutiveMeddling, the human characters are mostly left OutOfFocus and the series ends with the last episode of Season 3, leaving Meltdown's fate unclear.
11* [[PsychoForHire Lockdown]] in general. Removing parts from still-conscious bots with surgical precision so he can use them as his own later on or for trophies is just plain disturbing.
12** Don't forget that his debut episode established that Transformers ''do'' feel pain.
13** Lockdown's introduction via Ratchet's FlashBack is [[DoesThisRemindYouOfAnything framed like someone finding out they were drugged and had their organs harvested.]] Ratchet's being StrappedToAnOperatingTable makes the scene feel even creepier, and that's not even going into [[FridgeHorror whatever process he was intending to use to pry information out of Arcee]].
14--->'''Flashback!Ratchet:''' Decepticon scum!\
15'''Flashback!Lockdown:''' Oh, I'm not one of them. The name's Lockdown. I'm what you call a [[BountyHunter bounty hunter]]. Decepticons pay real good for info. Battle plans. Access codes. Your friend should net me some sweet upgrades. Of course, you know what I really live for? [[BattleTrophy Hunting trophies.]] Like my new EMP generator.\
16''(Ratchet stares in horror at the hole in his arm where the generator used to be)''
17* Sari, Bumblebee, and Prowl travel to a remote forest in ''Nature Calls'' to investigate a mysterious energy signature, coming across a creature made of Space Barnacles, parasitic life-forms that attach to spaceships to drain their energy and act like a computer virus. These Space Barnacles however were mutated and made more powerful, now able to control machines they spread onto and absorb metallic objects. They're even able to control Cybertronian bodies, as was the case when they spread onto Prowl and Bumblebee. The three realize just how dangerous these barnacles are if they manage to reach Detroit and spread onto every machine in the city, leading them to go destroy the creature.
18** The beginning of the episode gives us a hint to how terrifying the monster is when it attacks an unfortunate construction worker at a mineshaft and absorbs his mining robots. [[NothingIsScarier Although we don't really see what happens to the construction worker]], [[UnexplainedRecovery he does turn up alive and well]] in [[Recap/TransformersAnimatedS2E11SariNoOnesHome Sari, No Ones Home]].
19** While the monster gets taken out halfway through the episode, the space barnacles managed to spread onto Prowl, taking control of him and making him behave like a zombie. Seeing the space barnacle-infected Prowl chasing after Sari and Bumblebee throughout the episode is played similarly to a G-Rated horror film, and things take a turn for the worse when the space barnacles would eventually spread onto Bumblebee just as he manages to lock himself and Sari in the furnace room. If Sari hadn't managed to light the furnace and spray the Autobots with heated water, she would have likely been killed by her friends.
20* The fact they threatened to [[KarmicDeath take Swindle apart and auction the pieces]], all while he was [[AndIMustScream fully aware, conscious, and unable to move or protest]]. Thankfully, he got better and didn't seem to have any adverse psychological aftereffects.
21* Lugnut nearly getting eaten by [=AllSpark=]-charged nanobots and cut in half.
22* Wreck-Gar, for a second there on the barge. [Usual cheerful voice all the way through] "I am Wreck-Gar! I [[ShoutOut dare to be stupid!]] [Eyes turn bright red] '''I will destroy the whole city!'''" It was... very different from the other times he's casually lapped up other people's suggestions. Best seen in context.
23* Wasp's speech pattern and appearance were a shoutout to the lovable but luckless Waspinator from ''WesternAnimation/BeastWars'' -- except that Waspinator wasn't originally a mentally normal if slightly jerkish person. The years that Wasp spent imprisoned for treachery against the Autobots apparently were horrible enough to completely warp his mind, and this is from ''the good guys''. Then he tries to get his payback by switching places with Bumblebee, Face/Off style. Not only do you get to watch Bumblebee's horror at being trapped in the likeness of the enemy, you get to watch Wasp remove his face. But much worse was Wasp's creepy behavior through the whole scene, with that childlike, playful, way-too-calm voice he uses as he's doing it.
24** And then in a later episode, Wasp is transformed into the hulking technoorganic Waspinator. It's mercifully offscreen, but you can hear his screams and see his hand pounding at the glass of the chamber door. Later in the episode, we have another ''WesternAnimation/BeastWars'' ShoutOut turn disturbing. Yes, he does say ''Waspinator has planzzzz" while trying to pull himself back together, but he's sparking and leaking everywhere as he says in the most menacing of buzzing voices, hilarious dismemberment becomes horrific.
25** You gotta hand it to the writers, they took the ChewToy of ''WesternAnimation/BeastWars'' and played him as shockingly straight as possible.
26* Blurr got one of the most brutal moments in the show when he gets caught between two [[AdvancingWallOfDoom Advancing Walls Of Doom]] and gets ''crushed into a metal cube''.
27** Derrick Wyatt stated on his blog that Blurr would have, through a series of distractions, avoided his fate in the incinerator. He would have survived the rest of the series as a cube, unable to move on his own. Also, an animation detail that got left out? ''His still beating spark.''
28* Sari, after learning of her semi-robotic nature decides to use the Allspark Key to [[TookALevelInBadass take a level in badass.]] At first it works... but then she completely loses control of herself and comes all too close to graphically killing her best friend Bumblebee when she accidentally impales him.
29* Blitzwing, who is so funny that he doesn't seem scary at all... until you realize that he's a completely deranged, out of control, overpowered war machine, who gets double the weapons when he's at his craziest. And let's not get started on the way he ''laughs''. Also, let's not ask what [[ImAHumanitarian "servo salad"]] is made of.
30** This moment from "Megatron Rising" stands out.
31--->'''Hothead Blitzwing:''' The [[{{Macguffin}} key]], Autobot!\
32'''Ratchet:''' You'll have to pry it from my cold, offline servo.\
33''(Icy Blitzwing takes over, [[HumanPopsicle freezes Ratchet solid]])''\
34'''Random Blitzwing:''' Well, it's not exactly "offline"... but, it's certainly "cold"! ''([[AnArmAndALeg breaks Ratchet's arm off]])'' [[LaughingMad AHAHAHAHAHA!]]
35* Protoforms are like baby or fetal Transformers. Starscream's clones require protoforms to create. There were what was likely dozen of clones in that room. Megatron destroyed them all.
36** And, speaking of Starscream's clones, let's not forget that at least the first two were for all intents and purposes suicide bombers. Made with stolen 'babies'. Yeah.
37* Watch "Human Error". Soundwave's whole MO in that episode is pretty scary; he smuggles himself into the Autobot base, drugs them and traps them in a LotusEaterMachine, with the intent of brainwashing them into becoming his minions. When Sari attempts to foil this plan, he uses miniature replicas of himself to brainwash ''everyone in Detroit'' and send them after her. In this episode, Soundwave was ParanoiaFuel incarnate.
38* How far has this page gone without us having mentioned Megatron himself? There's his FauxAffablyEvil personality and that CreepyMonotone, for starters, and the fact that he's TheDreaded, and proves himself to be incredibly dangerous. Strangely, when he's a disembodied head in Season 1, he's even scarier. There's the fact that all the technology in Detroit is reverse-engineered from him so that he has access to all the machines around him, which is proper ParanoiaFuel; he tries to kill the Autobots in "Home is where the Spark Is", and his face appears on an ATM in "Nanosec".
39** In general, Animated Megatron is scary. Not in the same way the Movie or Prime Megs is mind you, but in his own cold, calculating way. He has the brains to back up his brawn, an elegant yet brutal fighting style, the charisma to inspire psychopaths like Blitzwing and Lugnut to join him, and probably worst of all, throughout the whole series, Megatron thinks he's the good guy. Let that one sink in...
40*** Allow us to reiterate. Megatron, war-crime committing, [[WouldHurtAChild child-murdering]] Megatron, believes that he's the good guy. Well, given what we've seen from the results of Wasp's time in the Autobot stockades, the Jettwins, and Perceptor effectively doing a Shockwave and removing his own emotions ''willingly'', along with Sentinel's organophobia, it's easy to see ''why'' he thinks he's the good guy. The scary part? He's probably right.
41* The Jettwins creation into what they are now. Before they were repair bots before they got caught in an explosion. The only reason they survived was that Ultra Magnus wanted expendable bots that they could upload Starscream's CNA into. Ultra Magnus probably knew that something was going to go wrong and the twins would have to be terminated.
42* As cool as it was, Soundwave's upgrade into a big, [[ComicBook/IronMan HulkBuster-like]] appearance is a little creepy.
43-->'''Soundwave''': I am Soundwave. I am Decepticon. [[AIIsaCrapshoot The revolution begins now!]]
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