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Embrace our new way of life, and reap its rewards! Or resist, and suffer the same fate of Britannia, as well as the Autobots and the Black Knights.

The main threat of the story.

    In General 
  • Achilles' Heel: Disunity - the Decepticons may want the Black Knights and Autobots destroyed, but their numerous conflicting agendas continuously prevent them from achieving this goal, as they simply will not work together, and when they do unite, they don't coordinate well as a team. To summarize:
    • Megatron is fighting solely to make himself ruler of Cybertron.
    • Starscream wants to take Megatron's place as leader of the Decepticons and nominally has Skywarp and Thundercracker's backing.
    • Soundwave is motivated by total loyalty to Megatron, as is Dreadwing (though to a lesser degree than Soundwave).
    • Knockout and Shockwave are only part of the Decepticons because they get free rein to indulge their Mad Scientist tendencies.
    • Breakdown believes in Authority Equals Asskicking and follows Megatron because the former miner bested him in battle.
    • Airachnid only joined the Decepticons because Megatron gave her free range to torture and murder any Autobot she wanted to.
    • Lastly, the Token Human, Suzaku, was deliberately misled into believing the Decepticons are much nicer than they really are and follows because Megatron offered to help him reform Britannia.
    • Case in point: the only Decepticons who are almost always shown to dominate the Autobots and Black Knights in battle? Soundwave, Laserbeak, Frenzy, Rumble, and Ravage.
    • It should be noted, though, that they are leagues better at managing this than Britannia, which has this problem to a lesser extent than the Decepticons, because Megatron absolutely refuses to tolerate insubordination and harshly punishes those who stray too far from his plan. By the end of R1, only Dreadwing ends up breaking from the Decepticons, as opposed to the mass defections from Britannia, because Megatron forced all of his other subordinates into compliance and willingly wrote off Dreadwing as a lost cause.
  • Aliens Are Bastards: Barring the occasional Noble Demon/Token Good Teammate.
  • Call a Human a "Meatbag": Many Decepticons refer to humans as "meatbags" or something similar, especially in R2 when they drop any pretense of benevolence.
  • Cool Starship: The Decepticons' base is a massive starship called the Nemesis, which also happens to be the lobotomized mode-locked vehicle form of Trypticon.
  • The Empire: By the start of R2, they've created an empire on Earth by crushing Britannia and taking over their territory.
  • Evil Virtues: While their vileness and depravity definitely outweighs Britannia's, there are a few virtues about the Decepticons can be seen as more productive and even noble.
  • Eviler Than Thou: It is very bluntly established that the Decepticons are worse than Britannia in every way that matters - they have no problems with killing their own, deliberately targeting innocents, and including horrendous monsters in their ranks. The Britannians may do most of the same, but even they will balk at deliberately killing their own (with the exception of the Numbers, of course). Fully cemented in Fall of Britannia when the Decepticons sack Pendragon and kill Charles!
  • False Flag Operation: This is how the Decepticons derail the Special Administrative Zone - they replace Euphemia with a Pretender the day prior to the Zone being declared open, and when the Autobots and Black Knights arrive, use said Pretender to turn the Zone into a Massacre. Additionally, Soundwave impersonates Charles and gives Bismarck orders to wipe out all elevens in the area, which he passes onto the rest of the Britannian Military, ensuring that even if the Black Knights win, Britannia will be forced to unite with the Decepticons.
  • Foil: To the Autobots regarding their human allies - while the Autobots tend to be extremely friendly with the Black Knights (to the point that most of the named Autobots have human partners within the Black Knights), the Decepticons prefer to keep their relationship with their Britannian allies strictly professional.
  • Pragmatic Villainy: After they start using humans as slave labor in R2, it's noted that they make sure that they get enough food and sleep; not out of benevolence, but because they need their slaves alive to get any use out of them.
    • It's also noted that, unlike Britannia, they simply avoid areas that don't benefit them rather than destroying heritage sites for kicks.
  • The Psycho Rangers: Just like in Transformers Prime, many of the Decepticons are explicitly Evil Counterparts to Team Prime.
    • Optimus and Megatron are both the leaders of their teams and possess mentor-student relationships with a human.
    • In terms of body design and fighting style, Arcee and Starscream fulfill similar roles.
    • Bulkhead and Breakdown are The Big Guys of their teams, and actually not too different.
    • Ratchet and Knockout are The Medics, though one is more amoral than the other.
    • Soundwave and Bumblebee are both silent and are more powerful than their positions initially let on.
  • The Right of a Superior Species: Despite their alliance with Britannia, Decepticons sees humanity in general as little more than worms that they can easily punish and enslave.
  • Teeth-Clenched Teamwork: Boy howdy! The only reason the Decepticons are united is because Megatron united them via force, and this is readily apparent all the time - many of their numbers fundamentally do not get along with one another. As for the Britannians, most Decepticons view them as allies of convenience at best. This finally bites them in the aft when Airachnid betrays Starscream and Cornelia, as not only does Starscream tell the Autobots where to find the Immobilizer, Cornelia is Geassed by Lelouch and gives up intel on all Decepticon and Britannian operations in Area 11.
  • Underwater Base: The end of Battle for the Ark sees the damaged Nemesis sink to the ocean and land in the exact same spot the Ark had been just moments ago.
  • Villain Has a Point: Several of the Decepticons note how the Britannians are massive Hypocrites, as they couldn't care less when they slaughter Numbers by the dozens but throw a fit when one of their own die. The Decepticons then double down and note that the Britannians are Not So Different from the Black Knights in their eyes - both are squishy little weaklings trying to act tough.
  • Villainous Demotivator: Inverted. By the end of Divided They Fall, Megatron instructs Starscream, Thundercracker, Skywarp, and Airachnid to put aside rivalries and work together; not because he wants them to be friends, but because he's sick and tired of their bickering getting in the way of wiping out the Autobots.
  • Villain Teamup: The Decepticons willingly team up with Britannia to hunt down the Autobots and Black Knights until the end of R1, when the Decepticons overthrow Britannia and establish themselves as the new rulers of Earth.



D-16 / Megatronus / Megatron
Click here to see his Alt-mode 
"I don't run from my mistakes, nor do I delude myself on foolish ideas of heroism. I know full well what I have done in the past, what I am doing right now in the present, and what I intend to do in the future."
The leader of the Decepticons and Optimus's Arch-Enemy.
  • Adaptational Badass: If his canon powers weren't bad enough, he also gets a Dark Geass, which can kill anyone who looks at him by overwhelming them with pure fear.
  • Adaptational Villainy: Megatron is always a nasty piece of work, but he's a lot viler here compared to his original Aligned incarnation. The big events he's been behind include setting up Charles zi Britannia on the path to evil, convincing Suzaku to join the Decepticons, kidnapping Euphemia and using a Pretender to set off the SAZ massacre, and being directly responsible for Skyquake's death.
  • Antagonist Abilities: Megatron's Dark Geass is ridiculously overpowered, being a One-Hit Kill vs just about anyone due to being a fusion of the powers of Geass and Dark Energon. Just looking at him is a death sentence. Word of God is that it does have limitations though.
  • Arch-Enemy: Megatron has a knack for acquiring these.
    • As always, Optimus opposes Megatron due to their radically different views on leadership and the fact that Megatron has repeatedly crossed the Moral Event Horizon in pursuit of power. The events that lead to Megatron acquiring additional nemeses also further raises the enmity between himself and Optimus.
    • Lelouch gradually ends up viewing Megatron as his greatest foe due to the Decepticon leader regularly ruining his plans and encouraging his forces to indulge in savagery against the humans of Earth. Using a Pretender to imitate Euphie and trigger the SAZ Massacre cements this status.
    • The SAZ Massacre, alongside Megatron deliberately torturing and abusing the boy for reasons ranging from discipline to amusement, ultimately solidify his role as Suzaku's Arch-Enemy.
  • Arm Cannon: His signature weapon, a massive fusion cannon mounted on his right arm.
  • Authority Equals Asskicking: The undisputed master of the Decepticons and one of the most powerful Cybertronians alive. Currently, only Optimus (and possibly Soundwave) can stand against him as an equal. Even while facing him together in the Lancelot and Gawain, Suzaku, Lelouch, and C.C. are ultimately defeated.
  • Batman Gambit: He orders Soundwave to publicly broadcast the mission to rescue Tohdoh so as to force Charles to act, hopefully exposing whatever plans the Britannian Emperor made behind his back.
    • He later uses the SAZ Massacre, triggered by the Euphemia Pretender Drone, as a distraction, knowing that it will spark the Black Rebellion. This is so he can attack Pendragon while everyone is too busy to notice until it's too late, allowing him to take out Charles and seize control of Britannia.
  • Big Bad: Leader of the Decepticons and responsible for Charles becoming Emperor of Britannia, Megatron is the main source of conflict for the story.
  • Big "WHAT?!": Mixed with This Cannot Be! and Oh, Crap! in the first chapter of R2 when he sees that Lelouch is still alive, and blew up Mt. Fuji.
  • Blackmail: Once he learns that Suzaku knows that Lelouch and Nunnally are still alive, Megatron informs Suzaku that if the latter disobeys any orders from this moment onward, he will tell Charles that Lelouch and Nunnally are still alive and attending Ashford...oh, and he will have Suzaku removed from the military by another member of the royal family.
  • Blood Knight: He's a shrewd tactician and cunning manipulator, but Megatron relishes any opportunity to leap into direct combat with those he deems worthy of his time, especially if it's Optimus.
  • Card-Carrying Villain: Megatron's response to C.C. calling him "a monster, a demon, the Devil incarnate" is more or less confirming her accusations.
    • Carry a Big Stick: In R2 he wields a large Dark Energon mace — similar to the one he had on Cybertron — against Optimus' Synthetic Energon axe.
  • The Conqueror: Conquers Pendragon at the climax of R1, and by the time of the Time Skip at the start of R2 has also taken over all of Britannia's former territory.
  • Crossover Villain-in-Chief: Megatron is bar-none the most dangerous threat in the setting and he's not afraid to remind any insubordinate lackeys or would-be schemers of this fact. The only thing even worse than him is Unicron, who's yet to take an active role in the story. Any doubts about who is in charge are removed when he conquers Pendragon and kills Charles, cementing himself as the greatest villain in the setting.
  • Curb-Stomp Battle: Megatron is a borderline Invincible Villain against anyone except Optimus Prime. Perhaps the most infamous display is in Rise of the Decepticons, where Megatron dominates both Lelouch and Suzaku simultaneously and completely wrecks both the Gawain and the Lancelot.
  • Deadpan Snarker: Every now and then, Megatron gives a sarcastic remark. Usually in response to one of Starscream's anitcs.
  • Death Glare: Just like in canon, he gives these a lot when he's unhappy about something, usually when his subordinates fail him (which happens a lot). Becomes quite literal in School Festival Declaration when he gains a Dark Geass, which can kill anyone by literally scaring them to death.
  • Desecrating the Dead: Suzaku is utterly disgusted at the sight of Megatron using Dark Energon to reanimate every Vehicon and Knightmare that fell during the Black Rebellion as Terrorcons, seeing it as beyond merely desecrating their remains. He also does this to Marianne's preserved corpse, which he used to power and create his Dark Queen, and it almost mentally breaks Lelouch again.
  • Disappointed by the Motive: He would almost be proud of Charles for deceiving him...if not for the fact that his whole plan and motivation shows that he's mentally a small boy who wants the world to revolve around him, rather than a proud ruler who would change the world through his own will.
  • The Dreaded: From the very start of the story, the Autobots make certain to let their Black Knight allies know how dangerous and evil Megatron is, between his skills in fighting, his strategic mind, and his lack of empathy. When Lelouch fights him in Rise of the Decepticons, he's in complete shock and horror over Megatron's power and ruthlessness.
  • "Eureka!" Moment: He manages to deduce that while Clovis' Code R project researched on Geass, the information was limited and that Clovis wasn't the most intelligent of Charles' children. Due to being the one to train Charles from youth, he never put much thought about Victor zi Britannia's 'death'... until now.
  • Even Evil Has Standards:
    • He ultimately shows himself to be disgusted by Suzaku's refusal to accept blame for his actions and failures.
    • Like with Shockwave below, he is against the idea of bringing Luciano Bradley into the Decepticon ranks, noticing how the Vampire of Britannia and Airachnid are too similar in personality, and he has enough wild cards as it is.
  • Eviler Than Thou: Ultimately, Megatron is this compared to both Charles and his most brutal subordinates, Starscream and Airachnid. Megatron is more malevolent than Charles, more competent than Starscream, and while Airachnid can be just as cruel and brutal than him, if not more so, Megatron's ambitions, power level, and proactiveness ensure that the amount of sentient beings who have lost their lives, livelihoods and freedoms to him is infinitely greater than those of the other three combined.
  • Evil Is Bigger: Described as twice as tall as the Lancelot and easily one of the biggest physical threats out there.
  • Evil Is Petty: Dear Primus is he ever!
    • It's implied that he ordered the Lancelot to deploy at Narita just to spite Zero by forcing him to fight Suzaku, as Megatron already knows that Lelouch and Zero are the same person.
    • Attacking the SAZ after Euphemia declares her intent to use it to ally Britannia with the Black Knights and Autobots to oppose the Decepticons? Cruel, but understandable. Replacing Euphemia with a Pretender in her likeness and using said Pretender to initiate the massacre? Not to mention forcing poor Euphie to watch the carnage? This trope.
    • Keeps calling Elita-One “Ariel” long after she changed her name, with how petty it is lampshaded.
    • He made the Dark Queen using Marianne's preserved corpse just to screw with Lelouch (okay, also because Marianne is a very talented pilot, but that appears to be a secondary concern to tormenting Lelouch).
  • Evil Mentor: Is this to Charles and Victor, in the early days of their childhood.
  • Explaining Your Power to the Enemy: Megatron loves to pontificate about his new Geass powers. This can be seen as both for the reader's benefit and Megatron engaging in some gloating.
  • Fallen Hero: As this story combines the event's of Code Geass and the Transformers Aligned Continuity, Megatron's backstory is the same as the one he had in Transformers Prime: Cybertronian identification number D-16 was born at the bottom of Cybertron's social hierarchy (essentially equivalent to an Untouchable) but there through sheer drive and force of will, he made a name for himself as a mighty gladiator and later as a revolutionary determined to challenge the corrupt system and inequality among the masses. His inspiration drew the attention of young Orion Pax who shared many of then-Megatron's visions and ideals and after many collaborations, the two became close as brothers. However, when he finally got his audience with the ruling council, Megatron soon revealed his true colors, proclaiming his intention of overthrowing the current administration with force and requested (read: demanded) to be named the next Prime. Orion promptly stepped in and proposed his own peaceful and benevolent vision for a new Cybertronian order and subsequently won the favor of the High Council. Megatron, however, saw this as betrayal, and following this spitefully severed his ties with Orion and would soon go to wage a war that would consume the whole planet...
  • A Father to His Men: While this is motivated almost entirely by pragmatism, Megatron tends to prefer peacefully sorting out his underlings' differences, or at least get them to put their grievances aside for the moment, instead of using force to cow them into submission. The only exceptions to this so far involve either Seekers, Airachnid, or both, all of whom have Chronic Backstabbing Disorder and never seem to learn.
  • Faux Affably Evil: He appears polite and reasonable, but he's still the genocidal tyrant that we know and loathe.
  • Foil: To Airachnid - both are bloodthirsty Decepticons, but are diametrically opposite in all other regards. Airachnid is defined by her sadism while Megatron merely indulges in it when doing so will not compromise his other goals. Megatron is a Lawful Evil warlord who wants to dominate others while Airachnid is a Chaotic Evil Torture Technician who wants to be free to torment others as she sees fit. Airachnid chooses to use an Earth helicopter alt-mode to allow her to blend in better with human forces while Megatron proudly uses a Cybertronian jet as his alt-mode because he wants to be recognized. Finally, Megatron rarely if ever loses his cool while Airachnid is tends to rapidly fall apart when things don't go her way. Lastly, Megatron comes out of R1 considerably better than he was at the start, while Airachnid comes out worse. That being said, both are Arch Enemies of Suzaku, for much the same reason - belittling his ideals, killing innocents, and tormenting Euphemia for their own amusement.
  • Foreshadowing: Throughout the fic it's been noted multiple times, from Euphie to even Lloyd that Megatron's presence alone inspires fear. This foreshadows that his Dark Geass makes its victims experience their greatest fears.
  • Genius Bruiser: He might not be a scientific expert like Ratchet, Shockwave, or Knock Out, but he's an amazing strategist, effective if brutal leader, former politician (who did quite well too until Orion Pax screwed it up), and he seems to understand science enough to work out who works better on what.
  • Greater-Scope Villain: To Britannia - while he is certainly involved in the main plot, his actions and guidance are what allowed Charles to take power, making him responsible for everything that happened under Charles (such as the invasion of Japan and Lelouch and Nunnally's exile).
  • Hypocrite: While he is correct that Suzaku constantly avoids taking responsibility for his actions and choices, Megatron isn't much better since blames Optimus for the War and for Cybertron's destruction despite both happening almost entirely as a result of Megatron's choices. Megatron chose violence when he wasn't allowed to rule Cybertron by the council and later poisoned Cybertron's core thinking he'd be able to control it. However, Megatron later reveals that he is actually fully aware that he was completely at fault for causing the destruction of his home planet and merely feed Suzaku that story to further manipulate him.
  • I Control My Minions Through...: Megatron has different ways to control each of his minions.
    • Starscream: Fear - Megatron is amply aware of Starscream's backstabbing tendencies, so he regularly intimidates his second in command to ensure he knows his place.
    • Soundwave: Kindness/Power - Megatron originally earned the loyalty of his Communications Officer by besting him in battle, but the two have a genuine Villainous Friendship.
    • Breakdown: Power - Breakdown's loyalty to Megatron is derived solely from Megatron besting him in battle.
    • Knockout and Shockwave: Material Benefits/Sadism - Megatron maintains the loyalty of his scientists by allowing them to work without any ethical constraints.
    • Dreadwing: Obligation - Dreadwing swore an oath to serve Megatron and refuses to go back on it.
    • Airachnid: Sadism - before she left the Decepticons, Airachnid served Megatron because she enjoyed being given free rein to hurt people whenever she wanted to. Later adds fear to this when Airachnid's sadism begins to compromise her effectiveness in combat.
    • Suzaku: Obligation - Suzaku doesn't really trust Megatron, but follows him both because Megatron outranks him and promised to help him try and reform Britannia. Megatron obviously has no intent on following through with his promise.
      • It should be noted that both Suzaku and Dreadwing eventually defect because no longer feel obligated to serve him after his actions at the SAZ.
  • Irony: He blackmails Suzaku by stating that, should he disobey anymore orders, he will tell Charles that Lelouch and Nunnally are still alive and attending Ashford. What neither realize is that Charles is already aware that they're alive and attending Ashford. Assuming, of course, that V.V.'s interrogation didn't reveal this to Megs. It's later revealed that Megatron did learn about that.
  • It Amused Me: Megatron's reason for allowing Lelouch to continue with the rebellion and Suzaku with his goals of changing Britannia was because he took a certain delight in seeing the two boys' friendship fall apart and become enemies.
  • It's All About Me: While he started out as a revolutionary trying to bring equality to Cybertron, he soon became obsessed with gaining personal power, to the point that he started a civil war and destroyed his home planet, and hasn't slowed down since.
  • Kick the Dog: Does this to Euphemia in Facade of Blood by kidnapping her and replacing her with an android to start a massacre at the SAZ, thus destroying her hopes of creating peace between Britannia, the Black Knights and the Autobots.
  • Kick the Son of a Bitch: Megatron goes out of his way to humiliate Charles before killing him, first by using his Geass to force Charles to live his greatest fear, and then blowing up Pendragon right in front of him, taking out the Ragnarök Connection in the process, and finally destroying Charles by revealing V's treachery before vaporizing him. A horrible fate, yes, but considering the number of lines Charles crossed, it's hard to feel too much sympathy for him.
    • This also applies to Marianne when Megatron uses her corpse as a central component for the Dark Queen.
  • Large and in Charge: He towers over his subordinates and he's undisputedly the one in charge.
  • Lightning Bruiser: Huge, fast, and powerful, his only known equal is Optimus Prime himself.
  • Logical Weakness: Megatron might be able to control anything that contains Dark Energon, but doing that requires a great deal of focus. If he is forced into a fight against enemies who can actually keep him on his toes, it severely hinders how well he can control his Terrorcons.
  • Magical Eye: After Shockwave develops a liquid form of Geass power, Megatron first mixes it with a shard of Dark Energon, then implants the combination in himself. The result: a Dark Geass that grants Megatron the power of Absolute Terror.
  • The Man Behind the Man: As Charles' mentor, he's the one responsible for much of Britannia's current policies and actions. He doesn't really get involved, though, unless Prime is involved, otherwise preferring to just remain aboard the Nemesis and have Charles send him a portion of Britannia's Sakuradite.
  • Manipulative Bastard: Is capable of pulling the strings of those around him to get them to do what he wants.
  • The Mentor: Is one to Charles and, for a time, Suzaku (though in a more manipulative way with the latter).
  • Never My Fault: Played With. To manipulate Suzaku to his side, Megatron tells him that Optimus started the Great War that led to Cybertron's destruction, when it was in fact Megatron's own decisions that were to blame. He chose violence when he wasn't put in power, and poisoned Cybertron's core causing it ail and Cybertron to die. However, when he is later confronted with the truth by Suzaku and Lelouch in Rise of the Decepticons, Megatron actually acknowledges what he's done but he doesn't let it deter him from achieving his goals.
  • Not So Different: In Rise of the Decepticons, Megatron admits that he probably has more in common with Suzaku than he does with Lelouch, as they both despised the state of their worlds and how it oppressed them and sought to change it through their own force of will.
  • Not So Similar: Simultaneously with above, Megatron admits that while he and Lelouch share one paramount similarity they ultimately differ in basically all other capacities.
  • Not-So-Well-Intentioned Extremist: Megatron's backstory here is the same as it was in Transformers Prime. After making a name for himself as a gladiator and becoming a revolutionary, he proclaimed he would challenge the corrupt Cybertronian system and demand that all Cybertronians be treated as equals. However, when he finally got an audience with the council he showed his true colors, demanding to be made the next Prime, and severing his ties with Orion Pax when the council chose his own views instead. When Optimus Prime is explaining his and Megatron's history to Lelouch and Princess Euphemia, Lelouch says at this point that that must have been Megatron's true intentions from the start. He never actually wanted peace for his race, he just wanted power for himself.
  • Oh, Crap!: Is in absolute shock in Rise of the Decepticons when Optimus manages to resist and throw off his Dark Geass.
  • The Only One Allowed to Defeat You: Megatron would wait for an eternity if it means being the one to take the life or give the order to exterminate Optimus Prime. In battle, Prime is his only target when the two sides face out. He also lays a smackdown on Starscream for trying to get Optimus killed in the hotel jacking incident without getting his permission.
  • Orcus on His Throne: Megatron only gets involved with a conflict if he actually needs to and otherwise leaves the grunt work to his minions. That said, he is anything but a poor fighter or incapable of carrying out tasks personally. He's starting to step out of this in later chapters, though, as the situation has escalated enough to justify his involvement.
  • Satisfied Street Rat: Megatron is almost as proud to have been a gladiator champion from Kaon as to be leader of the Decepticons currently, and he says as much to Charles and Suzaku on different occasions.
  • Savage Spiked Weapons: He wields an Energon mace in Battle for the Ark against Optimus's Energon axe.
  • Shadow Archetype:
    • It is recognized early on by the Autobots that he is one to Lelouch, representing what Lelouch could've become had he stayed with the Britannian Royal Family, and what Lelouch could become if he ever lost sight of his goals.
    • By the end of R1, it's apparent that he's one to Suzaku as well. They both fought for nearly everything they wanted to change, but Megatron represent what Suzaku may become if he ever chose to abandon his conscience. Indeed, Suzaku's behavior and disposition in the canonical R2 shares a fair bit of similarities to Megatron.
  • So Proud of You: A dark, twisted and mocking version; Megatron expresses pride in Charles for taking his teachings to heart and actually managing to deceive not only his own family and nation, but Megatron himself as well. He's also quite impressed with the Excalibur. However, he is really, really let down by Charles' real plan.
  • Story-Breaker Power: His Geass of "Absolute Terror" is ridiculously overpowered, being a One-Hit Kill with absolutely no limitations at all - it even works on Code Bearers. The author has said in his notes that Megatron's Dark Geass does have limitations like any other Geass, though they have yet to be revealed. It's revealed in Fall of Britannia that Megatron can bring out a person's worst fears by looking deep in their soul, and can manipulate the fears and the visions they cause. In addition, Megatron can either kill his victims by making their visions so severe that their hearts can't take it, or have them live by bringing them out of their vision.
  • Strong and Skilled: Megatron is a hulk of a machine, but he was also a gladiator long before becoming the commander of the Decepticons, which has given him plenty of time to master the art of battle. He easily defeats Charles in a one on one duel, while Lelouch, C.C., and Suzaku only last as long as they do because they fight as a team. He is also a master strategist and tactician, better than Lelouch and Schneizel combined.
  • Supernatural Fear Inducer: His Dark Geass of Absolute Terror allows him to induce literally heart-stopping terror in both humans and Cybertronians.
  • Terms of Endangerment: Continues to refer to Lelouch and Suzaku as 'boys' even after completely dropping any pretense of civility or good intentions.
  • Tranquil Fury: In Nerves of Steel, he catches everyone off guard when he tells them they are dismissed, despite the fact that they failed to acquire another Cybertronian artifact and lost another energon mine, as well as a large number of slaves. He doesn’t raise his voice, nor does he punish any of them, but he makes it clear that he’s absolutely livid when Starscream tries to question him.
  • Tyrant Takes the Helm: Upon conquering Britannia, destroying Pendragon and killing Charles, he proclaims himself supreme ruler of Earth, promising prosperity and peace to all... so long as they completely submit to his will.
  • Villain Has a Point:
    • When Suzaku angrily confronts Megatron about letting Airachnid rejoin the Decepticons, Megatron merely brings up how Britannia invaded Japan despite knowing it risked Lelouch and Nunnally's lives and then refused to take responsibility for it. Suzaku is forced to admit that Britannia isn't that much better than he's viewing Airachnid as.
    • The Patch Paradox is basically one long montage of Megatron taking apart Suzaku's life philosophy, showing how it's incapable of getting results.
    • In Fall of Britannia, he also completely takes apart Charles' plans as childish and pointing out that he never really grew up.
  • Villainous Breakdown: In Battle of the Ark, when Megatron realizes that Lelouch was able to beat him, all he can do is roar in anger.
  • Villainous Friendship: Like in canon, he has this with Soundwave.
  • Villain Respect: Megatron is incredibly arrogant and sadistic, but he does acknowledge when someone has impressed him. Despite their friendship having long since deteriorated, Megatron still considers Optimus his equal in battle and is always eager to trade blows with him. He also quickly shows interest in Zero even before he learns who is under the mask. Then once he realizes Lelouch's story, Megatron seems rather pleased to watch him fully grow into the adversary he could become under Optimus' guidance. Notably, Megatron never once mocks or downplays either one's accomplishments or prowess. Heck, one of his put-downs to Charles is that his son was able to go through the crucible of surpassing his limits and reaching a new level as Megatron and Optimus did while Charles himself could not.
  • Xanatos Gambit: The SAZ Massacre is this for Megatron. Even if the Autobots and Black Knights stop it, the damage it does to Britannia's reputation will vilify them to the entire world, ensuring they will have to seek the Decepticons' aid.
  • You Have Outlived Your Usefulness:
    • Facade of Blood has Thundercracker point out that following through with the SAZ Massacre will result in Suzaku defecting. Megatron dismisses it as an "acceptable loss", abandoning Suzaku to the mercy of the Britannians. He also deems Dreadwing this as well, knowing Dreadwing will defect along with Suzaku.
    • In Setting the Stage, when he learns what Charles has been plotting behind his back, Megatron and the Decepticons decide to use the SAZ Massacre to spark a full-scale war to destroy Britannia, with the massacre itself acting as a distraction to attack Pendragon.
  • You Monster!: Gets called this by C.C. in Rise of the Decepticons when he uses his Dark Geass on Lelouch. His reply is a mocking "You only realized it now?"


Military Commanders


Click here to see his Alt-mode 
"You humans are so amusing. Once you obtain a taste of power, you automatically believe that you can rule your whole planet with it. Only to receive a cold reminder of what true power is."
Megatron's second in command and leader of the Seekers.
  • Adaptational Comic Relief: Since Megatron is not rendered comatose in this story as was the case in the first few episodes of Prime, Starscream doesn't get as much time to shine, and he's often fighting against opponents who are more than capable of matching him, making him less of a threat than he was in Prime.
  • Arch-Enemy: He's this for Jetfire, who hates his former friend for joining Megatron.
  • Batman Gambit: He's the one who told the JLF about the Sakuradite Conference at the Lake Kawaguchi Hotel, knowing that the Autobots would likely show up to rescue the trapped civilians. That being said, he still fails in defeating them because he vastly underestimates how strong the Autobots are.
  • Birds of a Feather: While Starscream utterly loathes humans, he is genuinely respectful to Schneizel, not only because the latter can get the job done, but also because he is essentially Starscream's human counterpart. Both want to lead their respective factions and are willing to go behind their current leaders' backs to amass the power and support needed to usurp them.
  • Butt-Monkey: As typical for him (and his other incarnations), Starscream doesn't have a lot going for him in the luck department. Most of his activities in any field often result in either agony, humiliation, or agonizing humiliation. He also gets little respect among the Decepticons and Autobots because of his sycophantic and cowardly nature.
  • Dirty Coward: Just like in canon, Starscream tends to go for cheap shots when in a fight and runs away if things get too rough for him. He's also not above begging if captured.
  • Evil Former Friend: Like other versions, Starscream was friends with Jetfire before the war on Cybertron, but betrayed him to join the Decepticons. Their friendship has long since been over and the two of them have no issues fighting each other by the time they meet again in R2.
  • Evil Gloating: As in the cartoon series, Starscream is a little too prone to this, which comes to its logical eventuality during the Battle of Narita where Tohdoh attacks Starscream mid-rant and flatly tells him "You Talk Too Much."
  • Foil:
    • To Airachnid. the two of them are the least sympathetic of the Decepticons, share similar body-types, and have aerial alt-modes. As for differences:
      • Starscream's alt-mode is a jet while Airachnid's alt-mod is a helicopter.
      • Starscream desires to lead, while Airachnid is willing to follow as long as she can indulge in her sadism.
      • Starscream is a competent planner, but frequently has his schemes ruined by circumstances that could happen, but which he never expected. Airachnid, meanwhile, prefers to play things by ear, with most of her losses being due to a Spanner in the Works or five.
      • Airachnid left the Decepticons because she wasn't able to indulge in her sadism following the end of the war. Starscream remained so that he could try and become leader.
      • Starscream's actions are usually (but not always) Played for Laughs. Airachnid's actions, however, are always Played for Drama.
    • Also to Scheizel. Both of them are notorious schemers using others for their own ends, and harbor ambitions of overthrowing their leaders to take their places. However, Starscream lets his ego get the better of him many times and his desire to overthrow Megatron is a secret to absolutely no one; while Schneizel feigns humility and keeps his goals a secret from everyone around him except Kanon.
  • The Friend Nobody Likes: Most of his fellow Decepticons, including the Seekers under his command, don't like him due to his treasonous tendencies, arrogance and general lack of competence in their eyes.
  • It's Personal: Starscream seems to have developed a grudge towards Tohdoh for the beatdown the human gave him at Narita. Even though Megatron insists that Suzaku will be the one to execute him when he's imprisoned, Starscream still manages to convince his leader that if the boy fails, the Seeker takes over.
  • Jerkass Has a Point: Starscream is probably the most disliked among his own side due to his scheming and backstabbing nature, but there are several times he raises valid points.
    • While forcing Suzaku to try and kill Rai during Geass Ex Machina is an extreme Kick the Dog moment (and also likely a war crime), he's not wrong that Suzaku will eventually need to kill enemies because he is a soldier.
    • He raises similar points at Yokosuka.
    • During the aftermath of Narita, he's willing to advocate the total annihilation of all humans in Area 11 in order to destroy Zero's forces. While this is Disproportionate Retribution at its finest, he is correct that there are many Britannians siding with the Black Knights because of Shinjuku and the Hotel Jacking, and that they will continue to support the Black Knights so long as they lack faith in Cornelia to protect them.
      • He also immediately calls out Cornelia when she balks at this suggestion, pointing out that she was willing to slaughter innocents at Narita and would have done nothing to save the hostages at the Hotel Jacking if Euphie hadn't been among them.
    • During Tropical Assault, Starscream notes the possibility that Euphemia taking Suzaku as her knight could be an attempt to dismantle the Decepticon ranks. As part of the reason Euphie chose Suzaku was to try and move him away from Megatron's influence, Starscream isn't wrong.
  • A Lighter Shade of Black: For all of his many faults, he's still better than Airachnid, as the latter tends to indulge in carnage and slaughter entirely because she can and is bored, while Starscream is generally uninterested in doing so (and the one time he does stoop to that level, he at least offers a somewhat reasonable explanation).
  • Lean and Mean: Mentioned as the leanest of the Seeker trio and by far the meanest.
  • Locked Out of the Loop: When Megatron learns Lelouch's identity as Zero in Stolen Mask, he decides to keep this information from his first lieutenant, sharing it only with Soundwave, and later Shockwave. Justified since Megatron knows Starscream would likely try to do something rash like attack Ashford Academy. This is proven true when Starscream learns Zero's identity in School Festival Declaration.
    Starscream: You discovered Zero's identity, and you chose not to tell me?! Your first lieutenant?!
    Megatron: What would you have done with this information, Starscream?
    Starscream: Why, I would have leveled that boy's residency and saw to his immediate termination!
    Megatron: Exactly! You would have acted rashly without thinking of the consequence! True, you might have eliminated Zero, but Optimus and the Autobots would still live! Our enemies would still be a threat! It is best to wait and bide your time so that you may eliminate all your enemies in one stroke as opposed to drawing out countless battles!
  • Manipulative Bastard: When captured in Divided They Fall, Starscream manages to act pathetic enough for Arcee and Kallen to let their guard down, allowing him to injure the former and disable the Guren.
  • Not-So-Harmless Villain: Reminds the audience why he's a Decepticon when Rai is down and his Knightmare beyond repair - not only does he want to kill him, Starscream wants Suzaku to do the deed.
    • Shown again in Tropical Skirmish, when he happily agrees to Schneizel's plan for bombarding the Autobots and Black Knights, even though Suzaku will perish as well. Even when Euphemia runs out after him, Starscream shows no hesitation or remorse, simply stating it'd be one less pain in the neck for him.
    • This is shown again in Fall of Britannia when he manages to kill Beatrice Franks, the former Knight of Two, during the invasion of Pendragon.
  • "The Reason You Suck" Speech: Gives an absolutely epic one to Suzaku in Island of Gods and Monsters, calling out the latter for ignoring his authority and repeatedly failing to follow orders, which really is a big problem for Suzaku. He then goes further and gives one to all of the assembled Britannians except Schneizel, laying into them over their bickering, infighting, and pointlessly obstructive behaviors, which are all major problems for Britannia.
  • Smug Snake: Downplayed - Starscream is capable of coming up with genuinely clever plans and manipulating others to act how he wants them to, but Megatron and Zero are in a totally different class. Megatron has mentally compared him favorably to Mao in this regard.
  • The Starscream: Averted. Megatron seems to have beaten this trope out of Starscream thanks to a much lower tolerance for treachery. But his discussion with Schneizel in Island of Gods and Monsters hints he may just be bidding his time.
  • Token Evil Teammate: To the Decepticons - Starscream generally advocates the most aggressive and cruel handling of a situation, ignoring both morals and pragmatism when he belies it would benefit him and his allies...well, when it benefits him, at any rate. That being said, Airachnid is straight-up worse than him in this regard.
  • Very Punchable Man: Both Autobots and Decepticons have joked that the only reason Megatron keeps Starscream around is to use him as stress relief, since it's so fun to punch him.
  • Villain Has a Point:
    • While most of his criticisms are valid (since they are directed at his teammates), his Breaking Speech in Island of Gods and Monsters toward Suzaku definitely counts here - despite choosing to join the Decepticons, Suzaku refuses to acknowledge Starscream's authority and outright disobeyed a direct order, which is a legitimate dereliction of duty on Suzaku's part (granted, the last one was due to Lelouch's Geass).
    • The rest of his rant is also valid, as while the Decepticons engage in a lot of bickering and backstabbing, Britannia also does so and has repeatedly allowed the Autobots and Black Knights to slip out of their grasp because of it (and unlike the Cons, Britannia doesn't actually do much to address this problem).
  • You Don't Look Like You: Jetfire comments on how lean he is when compared to back at Cybertron. Starscream blames it on humanity's vehicle design. This is a reference to Starscream's very different designs between War For Cybertron and Prime.


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Megatron's communications officer and his most loyal Decepticon.

Soundwave's surveillance and attack drone, who rests on his chest when not in use.
  • Detachment Combat: Folds out of Soundwave's chest when needed.
  • Feathered Fiend: No feathers (being a machine) and resembles an origami bird.
  • Hologram: Capable of deploying a few, most notably of Megatron and Starscream during a meeting in Area 11's Britannian Palace in Messenger from Kyoto.

The most dangerous of Soundwave's deployers. He's usually stored in Soundwave's back.
  • Breath Weapon: Fires Energon blasts from his mouth.
  • Deadly Lunge: Prevents Mao from escaping after one too many failures. He later does this to a member of the Geass Order in Fall of Britannia, tearing out his throat in the process.
  • Detachment Combat: Folds out of Soundwave's back when needed.
  • Panthera Awesome: Just like in G1, his robot mode is based on a certain jungle cat.
  • Pint-Sized Powerhouse: Is the most dangerous of Soundwave's Mini-Cons, capable of short-range and long-range attacks, and is strong and fast.

"Time to shake things up a bit!"
The most destructive member of Soundwave's deployers, he resides on Soundwave's right side.
  • Detachment Combat: Folds out of Soundwave's right side when needed.
  • Meaningful Name: Rumble makes earthquakes.
    Rumble: Get ready to crumble, before Rumble!
  • Pintsized Powerhouse: Rumble's earthquake powers definitely make him hard to approach for his size.
  • Purple Is Powerful: Definitely fits with his color scheme and his pile-drivers.
  • Those Two Bad Guys: While Ravage and Laserbeak tend to be deployed separately, he and Frenzy are almost always deployed together.

"Ah yeah, time to dance!"
Soundwave's fastest deployer, who rests on Soundwave's left side.
  • Blood Knight: Is rather excited to fight against the Autobots during Narita and is disappointed that Soundwave cut the fight short to bring Shockwave to Earth.
  • Detachment Combat: Folds out of Soundwave's left side when needed.
  • Famous Last Words: "Oh scrap...!"
  • Knife Nut: Equipped with plasma-powered blades.
  • Off with His Head!: He get killed off this way by Sayoko.
  • Sadist: Somewhat. In The Patch Paradox, he suggested drilling into Suzaku's head to locate the latter's missing memory due to Lelouch's Geass. He's notably disappointed when Shockwave dissuades him.
  • Those Two Bad Guys: While Ravage and Laserbeak tend to be deployed separately, he and Rumble are almost always deployed together.


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"You know nothing of loyalty or honor."
A Seeker and one of the few Decepticons who have a strong sense of honor.
  • Adaptational Early Appearance: While Dreadwing didn't appear in Transformers: Prime until the second season, here, he arrives to the Nemesis shortly after Lelouch's debut to the world as Zero.
  • Adaptational Heroism: He joins the Autobots after the SAZ Massacre, and dies an Autobot.
  • Anti-Villain: He's only in it out of loyalty and won't go out of his way to Kick the Dog.
  • Bash Brothers: He is often as Suzaku's side in many different missions, leading to mutual trust and respect between the two. In Battle at Kyushu, Dreadwing outright calls Suzaku "brother" when they're surrounded.
  • Dies Differently in Adaptation: In canon, Dreadwing attempted to kill Starscream for desecrating Skyquake's body, only to be killed by Megatron in turn. Here, he sacrifices himself to kill Airachnid and her Insecticons.
  • Even Evil Has Loved Ones: Much like in canon, Dreadwing cared for his deceased brother Skyquake, and dedicates his services to his twin's memory. He also comes to care greatly for Suzaku and Euphemia, fighting alongside Suzaku whenever on they're on the field together, and even volunteering to be Euphie's bodyguard. His relationship with them culminates in Dreadwing calling Suzaku his brother during the battle of Kyushu and swearing loyalty to Euphie when he learns the truth of what happened to Cybertron. Later, Dreadwing and Suzaku end up defecting to the Autobots and Black Knights when Megatron instigates the SAZ Massacre and kidnaps Euphie.
  • Even Evil Has Standards: Despite being a Decepticon, Dreadwing's sense of honor has him disagreeing with many of the Britannian Empire's actions, as well as some of his fellow Decepticons, multiple times in the story.
    • Takes a moment of silence to honor those killed in the Shinjuku massacre.
    • Cornelia's decision to reenact the Shinjuku massacre at Saitama to draw out Zero and the Autobots does not sit well with him.
    • He also does not agree with Britannia's discrimination policies.
    • He will never mock anyone who has lost family, because he knows full well the pain of losing a brother due to the death of his twin Skyquake.
    • Airachnid in general, especially when he learns about her butchering many people in Shinjuku just because she was bored.
    • He's completely shocked and disgusted to learn how Suzaku killed his own father.
    • In Battle at Kyushu Dreadwing is shocked when he finds out that Megatron destroyed Cybertron with Dark Energon. This leads him to working with Euphemia and Suzaku against Megatron, something he never did in canon. He's also shocked when he learns that Megatron used the Cortical Psychic Patch on Suzaku.
    • In School Festival Declaration, he instantly dislikes Luciano Bradley when he arrives to Area 11, feeling his stomach turn the moment he sets eyes on him.
    • In Facade of Blood, he is utterly horrified by the massacre at the SAZ, and enraged when he learns that Megatron used a Pretender to impersonate Euphie. This is the final straw that causes him to defect to the Autobots and Black Knights.
  • Evil Counterpart: Dreadwing takes up a mentorship role with Suzaku similar to what Optimus and Lelouch have. However, he doesn't voice any objections to Megatron steering the boy down a darker path out of loyalty.
  • Evil Virtues: Honesty, Honor, Loyalty, Resourcefulness.
  • Famous Last Words: "Thank you... all of you... for showing me... light... Goodbye."
  • Genius Bruiser: Smart, well-spoken, cunning, and liable to kick your skidplate in seconds.
  • Hate at First Sight: Upon meeting Luciano Bradley.
  • Heel–Face Turn: Decides to turn against Megatron in Battle at Kyushu when Euphie reveals that Megatron is responsible for Cybertron becoming uninhabitable. By Facade of Blood he fully joins the Autobot-Black Knight Alliance, with Setting the Stage further cementing it with the revelation that Megatron killed his brother Skyquake.
  • Heroic Sacrifice: Blows up the Kamine Island energon deposit to ensure the Insecticons on the island will be destroyed, and hopefully taking out Airachnid with them. Notably, he didn't actually intend for it to be a sacrifice, but Airachnid damaged his T-cog to the point he couldn't transform, leaving him with no way to escape the blast.
  • Hypocrite: Kallen points out that however well-intentioned his actions are, he's willingly siding with a dictator who doomed his own planet while attempting to conquer it.
  • It Has Been an Honor: In his final moments, he contacts Cornelia, Euphemia and Suzaku, thanking them for being his friends and expressing his honor and privilege to know them and fight alongside them.
  • It's Personal: Vows to kill Megatron without a moment's hesitation after learning of Euphemia being kidnapped and replaced with a Pretender to attack the SAZ. It becomes even more personal when Dreadwing learns Megatron was responsible for Skyquake's death.
  • Locked Out of the Loop: It's implied that there are details of what happened to his brother that he is unaware of. Optimus tries to tell him the full story, but gets interrupted. He finally learns in Setting the Stage that Skyquake was poisoned with Dark Energon by Megatron when he tried to prevent Cybertron's destruction, to the point that Ratchet had to Mercy Kill him.
  • Master Swordsman: He's shown to be an excellent swordsman, capable of matching Wheeljack and even Optimus Prime.
  • Mortal Wound Reveal: A variation - when Dreadwing goes to destroy the energon deposit on Kamine Island to destroy Airachnid's Insecticon swarm, he finds out while attempting to transform that Airachnid damaged his T-Cog, leaving him stuck in robot-mode. Said wound isn't fatal by itself, but it means he won't be able to escape the tunnel when he detonates the energon supply, forcing him to make a Heroic Sacrifice.
  • Noble Demon: Dreadwing may be a Decepticon, but he is also honorable and reasonable, and lacks the sadism his fellow bots display. It's deconstructed though as Megatron uses Dreadwing's status as this to help manipulate Suzaku.
  • Not So Different: He respects Kallen's decision to fight Britannia in honor of her brother's memory since he's dedicating his own service to Megatron to his late twin Skyquake.
  • Shipper on Deck: Is present when Euphie and Suzaku confess their feelings to each other in Battle at Kyushu during the battle of Kyushu. When Euphie kisses Suzaku on the cheek two chapters later, Dreadwing has a smirk on his face, indicating that he supports the two as a couple.
  • Skyward Scream: Releases one in Facade of Blood when Ratchet confirms Megatron destroyed Cybertron, in addition to learning of Euphemia's kidnapping and Megatron's hand in the SAZ Massacre.
  • Sticky Bomb: Fond of attaching bombs to his enemies. Ironhide turns that against him in Battle for Narita, though thankfully, Dreadwing survives.
  • Take a Third Option: When Euphemia reveals the truth about Megatron's evil, instead of staying with the Decepticons or going over to the Autobots, Dreadwing instead chooses to ally with Euphemia. Come Facade of Blood, he takes the second option.
  • Token Good Teammate: Unquestionably the most honorable of Megatron's elite, Dreadwing becomes something of a senior partner to Suzaku, and even Cornelia, Euphemia, and Nonette admit in a conversation that he's probably the one Decepticon they can really trust.
  • Undying Loyalty: To Megatron like in canon, at first. After he learns that Megatron was responsible for the destruction of Cybertron, he switches his loyalty to Euphemia, culminating in his defection to the Autobots and Black Knights.
  • Unplanned Manual Detonation: Ends up sacrificing himself to detonate a bomb that will destroy the Insecticon Hive on Kamine Island. Notably, this isn't due to the fuse not working, but rather because his T-Cog is damaged by Airachnid, meaning he won't be able to fly away, and its directly stated that he would not be able to Outrun the Fireball.
  • Warrior Poet: An introspective, thoughtful, and honorable warrior who is possibly the only Decepticon to ever qualify for this trope. After Cornelia was handed her first defeat by Optimus Prime, he has a feeling that she would forsake logic for her pride.
  • You Killed My Father: Dreadwing learns in Setting the Stage that Megatron poisoned his brother Skyquake with Dark Energon to the point that Ratchet had to euthanize him. Dreadwing doesn't blame Ratchet, but Megatron, the true culprit behind Skyquake's death.
  • Your Head A-Splode: When Dreadwing joins the Autobots, he has Ratchet place a bomb in his head that the Autobots can use to kill him in case he ever goes back to the Decepticons.


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"Surrender, and you'll live. I am a shark of my word."
A strong and honorable Decepticon that transforms into a shark.
  • Alien Arts Are Appreciated: As per usual and mentioned below, recited a Haiku before battling the Black Knights and even credits the poet.
  • Blood Knight: Has some hints of this trope, as he compliments Wizard for giving him such a good fight and asks if any other members of the Autobot Black Knight alliance are as good as him.
  • Canon Immigrant: First appeared in the 2001 Robots in Disguise cartoon.
  • Composite Character: He has the Noble Demon traits from his 2001 RID counterpart, and is a warrior like his Cyberverse counterpart.
  • Graceful Loser: After he receives word that the Autobots and Black Knights have secured the relic, he calls off his forces because he knows there is no point fighting anymore. He also tells his enemies to help themselves to the Energon and tells them where they can find the slaves, stating they deserve a reward for their victory, and tells them he looks forward to facing them again before retreating.
  • Homefield Advantage: He's certainly at an advantage while underwater. Luckily for the Black Knights, Ultra Magnus has experience fighting Sharkticons in their own domain.
  • If It Swims, It Flies: Despite being a shark, he can levitate on the air as if he was swimming underwater.
  • Noble Demon: Offers Anticlea a chance to surrender when he confronts her, and he doesn't kill any of her soldiers.
  • Only Sane Man: He's the only one who keeps the Seekers, Combaticons and Squadron X from fighting each other before they face off against the Autobots and Black Knights.
  • Thou Shalt Not Kill: He doesn't like to kill if he can avoid it.
  • Threatening Shark: Downplayed. He's a Decepticon and his alternate mode is a shark, but he's also polite and eloquent to his enemies and tries to avoid killing.
  • Warrior Poet: He even recites a Haiku before engaging in combat, to the confusion of his opponents and allies.

The Seekers

An elite team of flying Cybertronians from before the war, currently Starscream's personal squad.

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"Leave it to you Autobots to be so predictable."
A Seeker and scientist who is often seen with Skywarp and Starscream.


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"Yeah, we know who you are. A bunch of humans that we can squash without even thinking about it."
A Seeker who's often around Thundercracker and Starscream.
  • Beware the Silly Ones: Skywarp may not be the smartest, and he's the most amused by even the simplest things, but he's still a capable fighter on his own.
  • Big, Thin, Short Trio: According to Word of God, Skywarp is the shortest of the Seeker trio, (based on artwork by winddragon24).
  • Book Dumb: Is described as "remarkably unintelligent".
  • Brains and Brawn: The brawn to Thudercracker's brains.
  • Cool Plane: Like his cohorts, this is what he transforms into.
  • Dumb Muscle: Neither Starscream nor Thundercracker have a high opinion of his intelligence. Even the Autobots know he's not that smart.
  • Famous Last Words: "YOU DAMN MEATBAGS!"
  • Killed Off for Real: Wizard destroys him and most of his fellow Seekers with the Agravain's Hadron Cannons and his squad's concentrated firepower.
  • Not-So-Harmless Villain: An example of being reminded that he's a Decepticon? Guinevere's defiance nosedived the hard way, at the cost of a few disintegrated nobles.


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"You may be faster than me, but I'm the more ruthless warrior!"
A female member of the Seekers.
  • Arch-Enemy: Has this dynamic with Windblade.
  • Dark Action Girl: First seen female Seeker and just as ruthless as Starscream.
  • Embarrassing Nickname: Windblade calls her 'Slippy' to annoy her.
  • Know When to Fold 'Em: Had a target lock on Windblade in Nerves of Steel, only to find that Silverbolt, Jetfire, and Air Raid had beaten Starscream, Thundercracker, and Skywarp, and they had their guns trained on her. She promptly retreated.
  • One Steve Limit: As the author will be using the Mini-Cons Jetstorm and Slipstream from the 2015 Robots in Disguise cartoon and the Decepticon Slipstream in R2, the former is renamed Safeguard to avoid confusion.
  • Smurfette Principle: In terms of the Seekers, she's their only female member.

Scientific Development

The Decepticon branch devoted to scientific advancement, without concern for the well-being of test subjects.

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"Your continued attempt at defiance is most illogical."
One of Megatron's top lieutenants and his most eminent scientist.
  • Adaptational Early Appearance: In the Prime cartoon he doesn't appear until about halfway through the second season and only in flashbacks before appearing properly in season 3. Here he appears not long after the Battle of Narita.
  • Adaptational Job Change:
    • Takes Knock Out's canon role in experimenting on a human... much to Mao's horror.
    • He also takes the Geass Order's canon role as being the one to turn Jeremiah into a cyborg. He's also the one to create the Geass Canceller.
  • Arm Cannon: A huge one in place of his left arm. And of course, the cannon is permanently attached in place, as opposed to being a transformable weapon. Since this story uses the Aligned continuity as the main Transformers setting, it stands to reason that the cannon is meant to replace his left arm, after it was eaten by Grimlock on Cybertron.
  • Badass Bookworm: A scientist who can kick ass easily. When he fights in Spark of Darkness, he's able to hold his own against Drift and Tohdoh.
  • Catchphrase: Every chapter he appears in has him talk of logic once or twice.
  • Cyber Cyclops: No face, just a big, red-eye.
  • The Dreaded: He's up there with Megatron and Soundwave as one of the most feared Decepticons ever, given his position as Megatron's top scientist, his unethical experiments, and his complete Lackof Empathy to those he subjects his work to. Even Lloyd and Rakshata look nervous when they hear about him from Fixit.
  • Even Evil Has Standards: Shockwave shoots down Skywarp's suggestion about allowing Luciano Bradley to join the Decepticons, citing the latter to be too similar to Airachnid in sadistic tendencies, making them both unpredictable.
  • Mad Scientist: Shockwave is responsible for many of the Decepticons' scientific achievements, all of which were attained without regard for moral or ethical boundaries.
  • Non-Action Guy: As of the ending of R1, Shockwave is the only Decepticon that has not been in a battle yet. Justified as his first duty to the Decepticons is as a scientist, and most of his experiments revolved around learning more about Geass for Megatron. He eventually steps on the battlefield in Spark of Darkness.
  • Not So Stoic: Like with Soundwave above, Shockwave is in complete shock when he sees Megatron use his Dark Geass in School Festival Declaration, killing a Vehicon trooper by literally scaring him to death. He too gets over it moments later when Megatron uses it on V.V.
    • Downplayed in the beginning of R2. While he's completely surprised learning that Zero is still alive, he still maintains his stoic expression.
  • Tank Goodness: His Alt-mode is a Cybertronian heavy tank.
  • The Spock: Aside from Megatron, Shockwave's loyalty is foremost to logic.
  • Villainous Friendship: Megatron has this with Shockwave as well as Soundwave. He's excited and surprised when his top scientist returns to the Decepticons in Messenger from Kyoto, and he even lets Soundwave tell Shockwave about Zero's true identity.

    Knock Out 

Knock Out
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"Hey, watch the paint job!"
A skilled Decepticon fighter and doctor.
  • Affably Evil: Polite, and quick to compliment you on prowess or physical appearance. Though he will likely try and cut you up after doing so.
  • Berserk Button: He doesn't exactly appreciate having his paint job messed up.
  • Birds of a Feather: He gets along surprisingly well with Lloyd, both being rather eccentric scientists obsessed with experimenting.
  • Combat Medic: Compared to Ratchet, Knock Out is more willing to be out in the crossfire (provided he feels he can protect his paint job).
  • Commonality Connection: Both Knock Out and Lloyd share a common interest in technological creations.
  • Cool Car: His alt-mode, which is the reason why he chose it rather than a flight-capable vehicle.
  • Deadpan Snarker: Has a tendency to throw out sarcastic quips now and then, especially towards Starscream.
  • Dr. Jerk: Knock Out is the Decepticon's primary physician, but is condescending of others and quite vain about his appearance.
  • The Dandy: Knock Out is not only obsessed with his appearance, but also pays attention to that of other people's. It's how he struck up a friendship with Lloyd after admiring the Lancelot's battle prowess and 'lustrous finish'.
  • Even Evil Has Standards: It's revealed in Setting the Stage that while Knock Out supported the SAZ Massacre, he is disturbed by the level of violence and death that was caused there, preferring a more subtle one.
  • Force and Finesse: The finesse to Breakdown's force, opting to use precision-based weapons such as his electrostaff.
  • Narcissist: Textbook example. Lelouch exploits this for all it's worth.
  • Villain Respect: He has stated that he likes Zero due to him having a flare for dramatics.
  • Watch the Paint Job: It's practically his Catchphrase, his Berserk Button and later a flaw Lelouch has Chiba exploit.


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"I ain't one of those philosophy jargons or whatever. But let me tell you something; you wanna get far in life, you gotta be strong! Cause at the end of the day, it's the strongest that get all the perks."
A long-time rival to Bulkhead and Knock Out's assistant.
  • Arch-Enemy: To Bulkhead. He also develops a grudge against Rai.
  • Cool Car: His military truck alt-mode.
  • Dies Differently in Adaptation: In the Prime episode "Crossfire", Breakdown was brutally dismembered by Airachnid. Here, he is killed by Rai during the Black Rebellion.
  • Drop the Hammer: His main form of attacking is to turn his hand into a hammer.
  • Eye Scream: Loses his eye to Rai during the Battle of Narita.
  • Eyepatch of Power: Like in canon to replace his lost eye, which Rai stabbed at Narita.
  • Famous Last Words: "You wanna go, kid?! Let's go!"
  • Force and Finesse: The force to Knock Out's finesse, preferring to smash the opposition with his hammer.
  • I Fight for the Strongest Side: Mentions to Suzaku in United We Stand that he joined the Decepticons after losing to Megatron - one of the few bots he lost to.
  • Jerk with a Heart of Gold: Villainous version. Philosophy isn't his thing, but he does try to teach Suzaku that strength is the way to get through in life, and not to hesitate in battle.
  • Your Head A-Splode: Rai blows his head off with his Radiant Wave Surger in Rise of the Decepticons.


A team of powerful and skilled Decepticons that are capable of combining into one Decepticon.
From left to right: Onslaught, Brawl, Vortex, Swindle and Blast Off.
  • Combining Mecha: All five of them can combine to form Bruticus.
  • Evil Counterpart: They could very well be seen as this for Tohdoh and the Four Holy Swords, fighting them in Nerves of Steel. The five humans prove to be a match for them.
  • The Voiceless: During their introduction, besides Onslaught, none of them speaks before they combine into Bruticus.


Click here to see his Alt-mode 
"It's time to show these humans what real power looks like."
The strategic and cunning leader of the Combaticons.


Click here to see his Alt-mode 
"Not much of a challenge, are ya?"
The rage-fueled member of the Combaticons that revels in destruction. Makes up Bruticus' left leg.


"Tell you what, let me have it and I'll let you go, I'll even split the profits with you once I sell it, sixty-forty."
A member of the Combaticons who sees war as an opportunity to make a profit. Makes up Bruticus' right leg.


"Not bad for a human."
A ruthless interrogator that is a member of the Combaticons. Makes up Bruticus' left arm.

    Blast Off 

Blast Off
"End of the line for you!"
A member of the Combaticons with a love for speed. Makes up Bruticus' right arm.


"Bruticus, online!"
A massive Decepticon that's the combined form of the Combaticons, the first combiner created by Shockwave.
  • The Brute: As indicated by his name, Bruticus is a gigantic Transformer with incredible strength and not a great deal of intellect.
  • Curb-Stomp Battle: Utterly annihilates the Britannian Pacific Fleet.
  • Deadly Rotary Fan: The propellers on his left arm, which is Vortex, can be used to defend against attacks, and chop up his enemies as well.
  • Early-Bird Cameo: Appears in the first chapter of R1 when Bumblebee is navigating through the Ark, before appearing fully in the first chapter of R2.
  • Fire-Breathing Weapon: His right arm is armed with a flamethrower.
  • Humongous Mecha: Is the combined form of all five Combaticons, and towers over other Cybertronians.
  • Kung-Fu Sonic Boom: He has a powerful punch called the Sonic Pain Wave Attack.
  • Terse Talker: Whenever he speaks, his sentences are simple and short.


The Decepticons' foremost designers, engineers, and builders. Currently stationed in the capital.
From left to right: Scavenger, Mixmaster, Long Haul, Scrapper, Bonecrusher, and Hook.

  • Combining Mecha: All six of them can combine to form Devastator.
  • Composite Character: Are primarily their G1 selves but have a Vortex Grinder like in the film series.
  • Secondary Color Nemesis: They all have their G1 green and purple color scheme.
  • The Voiceless: During their introduction, none of them is seen speaking, and only do so once they have combined into Devastator.


The leader of the Constructicons.


A member of the Constructicons. His vehicle mode is a wheel loader.
  • Demoted to Dragon: In most incarnations, he leads the Constructicons. Here, that position goes to Mixmaster.


Click here to see his Alt-mode 
A member of the Constructicons with a love of demolition and destruction. His vehicle mode is a bulldozer.
  • The Brute: While he might not be the biggest or heaviest among the Constructicons, he's certainly the most eager to fight and destroy stuff.

    Long Haul 

Long Haul
A member of the Constructicons. His alt mode is a dump truck.
  • Adaptational Job Change: Long Haul takes Mixmaster's place as Devastator's left leg, instead of forming the lower torso.


A member of the Constructicons. His vehicle mode is a load shovel.
  • Adaptational Job Change: Scavenger, who normally forms Devastator's right arm, becomes part of his torso in the story with Mixmaster.


A member of the Constructicons.


"Devastator, online!"
The combined form of the Constructicons and one of the most powerful Decepticons.
  • The Brute: Like Bruticus, Devastator is a nigh-unstoppable force of destruction with relatively little intellect.
  • Curb-Stomp Battle: Completely annihilates the Britannian forces attacking in the first chapter of R2, and manages to kill Bismarck and Dorothea.
  • Humongous Mecha: He towers over Bruticus.
  • Lightning Bruiser: Reacts and moves surprisingly fast for someone so massive.
  • Power Nullifier: He's equipped with the Geass Canceler, allowing him to negate Bismarck's power and kill him.
  • Terse Talker: Like Bruticus, his sentences are usually short and simple.
  • This Is a Drill: His right hand can turn into a drill, which he uses to kill Dorothea.
  • Weapons That Suck: Devastator's Vortex Grinder, which is located at his chest, pulls enemies into it and be wrecked to pieces.

Squadron X

The Decepticon version of the Wreckers, an elite team of warriors.
  • Bit Character: At least during their introduction, they're all briefly mentioned.
  • Composite Character: A notable example. While their name and role as the Wreckers' opposite number are drawn from the IDW G1 comics, their lineup is completely new. The inclusion of Blackout is drawn from the Transformers Animated Decepticon Heavy Brigade who also opposed the Wreckers.
  • Evil Counterpart: They were assembled to oppose the Wreckers.


"I punched your hole! Squadron X, move in!"
A Decepticon scout and the leader of Squadron X.


One of the most powerful Decepticons.


Click here to see his first Alt-mode 
Click here to see his second Alt-mode 
"The name is Blitzwing, insect! Remember it! Because it's the last thing you're gonna hear before I... express my feelings in song!"
A Decepticon triple-changer with three different personalities.
  • Ax-Crazy: When you have three distinct personalities inhabiting one body, you get this.
    Rai: What is wrong with that guy?
  • Canon Immigrant: A direct import of his Animated self.
  • Even Evil Has Standards: Even his crazy personality thinks Springload is crazier than him.
  • Mood-Swinger: Thanks to his multiple personalities he goes from cold, to bloodthirsty, and then giggling very easily.
  • Split Personality: Switches between cold and calculating, hot-headed, and random laughing loon.


Click here to see his Alt-mode 
"For the glory of Megatron!"
A powerful Decepticon that is devoted to Megatron.
  • An Axe to Grind: His weapon of choice is a battle axe.
  • Berserk Button: Even speaking ill of Megatron is more than enough to enrage him.
  • The Big Guy: The muscle of Squadron X. He's strong enough to throw Bulkhead around, something only Breakdown previously managed to do.
  • Composite Character: Combines his Aligned and Animated incarnations.
  • Cyber Cyclops: Characterized by his single red eye.
  • Undying Loyalty: Is utterly loyal to Megatron.


Click here to see his Alt-mode 
"Ugh, ya bums, that was six seconds away from a record. Work harder!"
An elderly Minicon. His alt-mode is a forklift.


Click here to see his Alt-mode 
"Good luck with that. We're Squadron X, some of the best of the best Cons out there!"
A powerful, warlike Decepticon.
  • Flat Character: He doesn't show much personality in comparison to the other members of Squadron X before he's killed.
  • Killed Off for Real: Gets caught by the blast of the Ark's restarted engines, along with Groundpounder.
  • Lightning Bruiser: Surprisingly fast for his tank mode.
  • Tank Goodness: Transforms into a purple Cybertronian tank.


Click here to see his Alt-mode 
"We're all Decepticons here. So, let's get on with the mission."
A Decepticon who fought during the early days of the Autobot/Decepticon war, and one of Megatron's most faithful troops.


"Please, please, keep your rousing applause until after the show is complete."
A Decepticon spy and saboteur who fancies himself as a great thespian.
  • Cultured Warrior: Comes with being a thespian.
  • Evil Is Hammy: Quite melodramatic before and during fights.
  • Made of Iron: He's an incredibly tough opponent, as Nonette figured out firsthand in her fight against him.
  • Tank Goodness: Transforms into a dark blue Cybertronian tank.


Click here to see his Alt-mode 
"Time to bring the heat."
A former gladiator who fought in Kaon's utterly brutal matches.
  • Elemental Punch: Groundpounder can ignite his fists into flames, delivering more powerful attacks toward his opponents.
  • Flat Character: Doesn't show much personality besides liking to punch stuff and he's unceremoniously killed alongside Quake.
  • Killed Off for Real: Gets caught by the blast of the Ark's restarted engines, along with Quake.
  • Killer Gorilla: His size and proportions bring to mind a gorilla.
  • Red Baron: Nicknamed the "Beast from Kaon", and the "Pulverizer of the Pits".

Ground Forces


Click here to see their ground alt-mode 
Click here to see their space alt-mode 
Click here to see the Seeker Vehicons 
Click here to see the Helicopter Vehicon 
Click here to see the Tank Vehicon 
The basic Decepticon foot soldiers.


Vicious insect-themed Cybertronians that once served as the Decepticons' Elite Mooks. A colony ended up on Kamine Island after Shockwave's space bridge generator went crazy.
Click here to see their Alt-mode 

  • Elite Mooks: Served as this to the Decepticons before Cybertron went dark.
  • Horde of Alien Locusts: A robotic, literal variant, as they eat absolutely everything they can find, and their leader, at least, has a locust alt-mode.
  • I'm a Humanitarian: They will eat other Cybertronians if they are hungry enough.
  • Insectoid Aliens: A robotic variant, but they all seem to have beetle alt-modes.
  • Mechanical Insects: In addition to the ones shown in Transformers: Prime, the Insecticons' ranks also include Bruisers, Swarmers, and Spitters, which were all seen in Transformers: Fall of Cybertron.
  • To Serve Man: One Insecticon actually eats an unlucky Sutherland pilot in Fall of Britannia.
  • Walking Spoiler: The presence of the colony on Kamine Island is a big spoiler for Isle of Gods and Monsters.


"Hmm, that is good, good, good. Give me more! More! More!"
An Insecticon and the leader of the colony found on Kamine Island.
  • Bloodlust: Or rather, Energon-lust. When Bumblebee bleeds Energon during their fight on Kamine Island, Kickback is quick to lap it up and savor it, wishing for more from the Autobot scout.
  • Famous Last Words: "No! My brothers! Brothers! Brothers!"
  • I'm a Humanitarian: Kickback has no problem feasting on other Cybertronians if he's hungry enough. His colony is the same.
  • Large and in Charge: Inverted. He's shorter and less bulky than the Insecticons he leads, being based on a locust rather than a beetle.
  • The Leader: Of the Insecticons on Kamine Island.
  • The Remnant: Of the talking Insecticons that Shockwave recruited, he and his colony are the only ones known to have escaped Cybertron.
  • Verbal Tic: Always repeats the last word in a sentence three times.
  • Walking Spoiler: The presence of Kickback and his clan on Earth is a big spoiler for Isle of Gods and Monsters.
  • We Hardly Knew Ye: Gets killed off in the same chapter he's introduced.
  • Your Head A-Splode: Gets his head blown off by Bumblebee when they fight on Kamine Island in the aforementioned chapter.


"True power is strength, true power is ruthlessness, terror absolute!"
One of the most ferocious Insecticons and current leader of the hive.
  • Adaptational Intelligence: While Hardshell showed to be more intelligent than most of the other Insecticons in ''Transformers: Prime'', he was mostly still a brute that relied on strength. Here, he originally relied on combat strategies and weaponry to fight his battles and proved to be immune to the frequency Insecticons use to communicate with and control each other. After getting trounced on Cybertron by Grimlock, Hardshell forsook tactics, adopted his current body, and began relying more on strength so he can be a match for Grimlock when they next meet. He still has his intelligence though, and cannot be easily controlled by Airachnid.
  • Combat Pragmatist: Hardshell, unlike his brethren, prefers using heavy weaponry and ordinance as well as advanced combat strategy rather than his natural Insecticon strength in battle. He later forgoes this and chooses to develop his natural abilities.
  • Composite Character: Hardshell takes his intelligence and personality from Transformers: Fall of Cybertron, but his alt-mode and fighting style come from Transformers: Prime.
  • Curb-Stomp Battle: During the Black Rebellion, he's able to throw Bumblebee and Ratchet around like ragdolls and destroys Cecile's Sutherland. He even destroys the Florence, a Knightmare piloted by Monica, a Knight of the Round. If it wasn't for Shirley and Nina knocking him into space with the bomb-rigged Ganymede, Hardshell would have won the fight.
  • Dies Differently in Adaptation: Hardshell met his end in Season 2 of Transformers Prime when Miko killed him using Wheeljack's ship. In the story, he meets his end when he's consumed in a nuclear explosion in space during the Battle of Tokyo, courtesy of Nina's bomb attached to the Ganymede.
  • Famous Last Words: "Your lives will now belong to Lord Megatron!"
  • Good Scars, Evil Scars: Hardshell has an assortment of scars covering his body, implied to have been gained when Grimlock defeated him.
  • I Have Your Wife: A friend variant. He kidnaps Milly, Rivalz, and Nina in Setting the Stage under Megatron's command in order to have more leverage against the Black Knights along with Euphemia and Cornelia, since some of them (namely Lelouch and Suzaku) are on the Student Council.
  • Irony: After loosing to Grimlock, Hardshell gave up on tactics and weaponry in favor of brute strength to better match the Dinobot the next time they meet. He's killed by those very things long before he has a chance to face Grimlock again.
  • The Leader: Becomes this for the Insecticons following Kickback's death.
  • No Kill Like Overkill: He is killed by being caught in a nuclear explosion from Nina's bomb, while he happens to be right next to it.
  • Oh, Crap!: Can only react in horror in his final moments when he sees the nuclear bomb attached to the Ganymede.
  • Rogues Gallery Transplant: Downplayed; in Transformers Prime, he stated he had a history of killing several Wreckers, making Bulkhead and Wheeljack targets for him. He never encounters either of them in R1, nor does he mention any Wreckers, and he fights Bumblebee instead.
  • Tough Beetles: His alt-mode is a stag beetle and he's incredibly tough, capable of throwing other Cybertronians around like rag dolls.
  • You Don't Look Like You: Airachnid takes notice that Hardshell's current appearance (based on a Hercules Beetle) differs greatly over his old appearance (based on a boll weevil) back on Cybertron. This was intentional on Hardshell's part, as he wanted to take a form that can put up a fight against Grimlock.


Click here to see his Alt-mode 
"Tally ho!"
An Insecticon pirate.
  • Big Creepy-Crawlies: His robot and alternate modes are based on rhinoceros beetles.
  • Blood Knight: Wishes to face the Autobots and Black Knights, hoping that they will be a challenge.
  • Dual Wielding: Wields two swords in battle.


Click here to see his Alt-mode 
A scorpion-like Insecticon, who arrived on Earth following the Decepticon conquest.


Click here to see her Alt-mode 
A cold and aloof female Insecticon.
  • Big Creepy-Crawlies: Is ostensibly based on a firefly, though the author instead pegs her as a ladybug.
  • Only Sane Man: Unlike Saberhorn and Scorponok, she's the only one concerned with Airachnid's growing mental instability.

The Dark Knights

A group of Geass Order agents and captured Britannians that have been conscripted to fight for the Decepticons, serving as an Evil Counterpart to the Black Knights.
    In General 
  • Evil Counterpart: To the Black Knights - both are human forces aiding one of the Cybertronian factions, but while the Black Knights are a primarily Japanese group that willingly aids the Autobots, the Dark Knights are a primarily Britannian force of Decepticon Slave Mooks that are forced to fight via an Explosive Leash.
  • Explosive Leash: Their Knightmares are rigged to explode to prevent them from trying to escape. Knockout is the one who has the controls for said leash.
  • Foil: One to the Black Knights - the Black Knights are voluntary allies of the Autobots, while the Dark Knights are Slave Mook Battle Thralls for the Decepticons. Additionally, the members of the Dark Knights are far more mentally screwed up then the Black Knights, who have learned to lean on eachother for emotional support.

    Gino Weinberg 

    Anya Alstreim 

    Castor rui Britannia 

    Pollux rui Britannia 

    Jeremiah Gottwald 

    The Headmasters 

Speed, Land, Order, Power, Refrain, and Nebiros

The most elite members of the Geass Order, modified by Shockwave to command specialized Knightmares.
For information regarding Refrain/Mao, see Code Prime, Other Characters. For information regarding Nebiros, see Code Prime, Holy Britannian Empire

    The Dark Queen (SPOILERS!) 

The Dark Queen

Primary Knightmare: Dark Excalibur

The Dark Queen is made from Marianne's preserved corpse cybernetically merged with Charles' Excalibur Knightmare, animated by Dark Energon, retaining Marianne's skills and knowledge, but under Megatron's total control.

Steeljaw's Pack


Click here to see his Alt-mode 
"You want revenge, redemption, and more power? Then stick with me, and I'll grant it all to you and then some."
A wolf-themed Decepticon who transforms into a wolf snout-like off-road vehicle.
  • Adaptational Explanation: In the RID cartoon, the reason for him slashing his Decepticon insignia, as well as all of his recruits, was to disable the tracking chip installed into them when they were prisoners so the Autobots couldn't track them. Here, he does it because he and every member of his Pack have failed Megatron in some way, so they mark themselves as a sign they accept their failure and are willing to atone for it.
  • Animal Motifs: Pretty obviously he's based on The Big Bad Wolf.
  • Consummate Liar: As shown in "A Measure of Trust", Steeljaw is adept at spinning halfway-convincing lies on the spot.
  • Faux Affably Evil: He might be good at pretending he's reasonable and well-meaning, but he's quite literally a wolf in Transformers' clothing.
  • Hidden Agenda Villain: While he is aligned with the Decepticons, considering he offers Thunderhoof a chance at "revenge, redemption, and more power" while implying he's working with Airachnid, it's possible he has his own goal separate from Megatron's.
  • Smash the Symbol: He slashed both his and Thunderhoof's Decepticon insignias, saying it's necessary.
  • Yellow Eyes of Sneakiness: Unlike most Decepticons that have red eyes, Steeljaw's yellow eyes signify his way with words and cunning personality.
  • You Remind Me of X: Euphemia notes that Steeljaw's way of talking somehow reminds her of her half-brother Schneizel - especially when it comes to convincing people.


Click here to see her spider mode 
Click here to see her Alt-mode 
"You asked me why I do what I do? I already told you it was my personal hobby. I kill, I butcher, I dismember, I skin alive, that's just who I am."
An Ex-Decepticon Interrogator.
  • An Arm and a Leg: Loses her right arm (including the spider ones) when she's caught in an explosion caused by Dreadwing in Rise of the Decepticons.
  • Arch-Enemy: She's wound up on many characters' shit list ever since appearing in the story.
    • To Arcee as per canon, for killing her former partner Tailgate.
    • Airachnid also becomes this to Kallen over time, going out of her way to try and kill the red-head both for fun and due to the many times Kallen has shown her up.
    • She later becomes one for Suzaku due to her slaughtering people in the ghettos and kidnapping and nearly killing Euphemia. Her last appearance at the end of R1 has her crying out for his blood due to his role in the injuries she sustained when he and Dreadwing rescued Cornelia and Euphemia. The grudge has gotten very deep and personal, that Airachnid is a Decepticon that Suzaku, who's usually a believer in Thou Shalt Not Kill even after joining the Autobots/Black Knights, actually wants to kill Airachnid.
    • Euphemia and Cornelia. She hates the former's idealism and took great pleasure in tormenting her by showing her the broadcast of the SAZ massacre as well as the destruction of Pendragon, while Euphemia was her captive. Predictably, this makes Cornelia despise her with a passion, in addition to suffering similar torment at Airachnid's hands. After Airachnid was left marred by Dreadwing's Heroic Sacrifice while rescuing Euphemia and Cornelia, her hatred for the sisters has skyrocketed and six months later, she still scours the globe to avenge herself upon them. She even killed their mother Victoria for her grudge. She's caused so much grief for the two, that Euphie, who's usually a kind person and hates killing, wouldn't mind if the Spider-Con was snuffed out for good.
  • At Least I Admit It: She's a vicious killer...but she also mocks Britannians for thinking of themselves as being better. While holding Cornelia captive as Pendragon is conquered, she biliously points out how Britannia had done the same thing to the people's they conquered.
  • Dark Action Girl: Oh, very much so.
  • Darker and Edgier: Downplayed - Airachnid is actually exactly as villainous as she was in canon; it's just that her crimes are shown in more detail here.
  • Deadly Euphemism: Promises to 'take care of' Euphemia after trapping Cornelia in one half of the Harbinger. Guess what happens in Facade of Blood, under Megatron's orders?
  • The Dreaded: On account of her sadism and cruelty.
  • Even Evil Has Standards: A surprising one for Airachnid of all people, but she does seem annoyed over the fact that the Britannians blame the Japanese for the (supposed) deaths of Lelouch and Nunnally when it was Britannia themselves that put them in that situation when Charles exiled them and then ordered the invasion despite knowing they would be killed. She brings this up to Cornelia in ''Divided They Fall'', with Cornelia, predictably, putting the blame on the Japanese.
  • Eyepatch of Power: She has a huge patch on the right side of her face, which was blown off by Dreadwing on Kamine Island.
  • Eye Scream: Loses an optic on Kamine Island when Dreadwing detonates an Energon deposit, catching her in the explosion.
  • For the Evulz: By and large her motivation - she doesn't care about the Decepticon cause, she just enjoys hurting people. She also enjoys forcing a captive Euphemia to watch the SAZ Massacre.
  • Hannibal Lecture: Throws one at Suzaku for siding with the Cons and Britannia. She very bluntly tells him that he is being deceived and ultimately chose the wrong side to stand with.
  • Hate Sink: Big-time! She has absolutely no sympathetic traits, tortures Arcee, and later on massacres dozens of Japanese civilians solely for fun. There is absolutely no way to view her with anything other than a mix of hatred, disgust, and horror.
  • Hooks and Crooks: After losing her right arm on Kamine Island, she has it replaced with a hook weapon.
  • Hope Crusher: Airachnid enjoys dashing people's hopes and dreams, as part of being a Sadist. She especially enjoys forcing Euphemia to watch the SAZ turn into a massacre, and then mocking her pain. She even states in Tropical Skirmish that she despises idealism and hope.
  • It's Personal: Develops a mutual grudge against Kallen for blowing up her ship - while she was inside, no less - and scarring her face in a later battle. Later adds Suzaku to the list after he saves Euphemia and Cornelia on Kamine Island and deals her the most grievous wounds she's ever had to endure up to that point.
  • I Work Alone: Airachnid does not like to work with others. As opposed to the normal usage of this trope, though, this is mostly because working alone gives her the freedom to indulge in her sadism as she sees fit.
  • Jerkass Has a Point: Taunts Cornelia in Divided They Fall by telling her that Britannia is responsible for Lelouch and Nunnally's (apparent) deaths, then backs it up by noting that the two were actually doing fine in Japan (albeit having had a rocky start) before the nation was invaded.
  • Kick the Dog: Her treatment of Euphemia after taking her prisoner.
  • Kick the Son of a Bitch: Tormenting Cornelia every chance she gets. While she's a far worse person than Cornelia is, that doesn't mean Cornelia doesn't deserve it.
  • Knight of Cerebus: Whenever Airachnid shows up, the story gets a lot darker. Airachnid lacks any sympathetic traits (even Megatron and Soundwave have their Villainous Friendship), and unlike the Seekers, her actions are always treated with total seriousness.
  • Nice Job Fixing It, Villain!: In addition to Starscream, Airachnid also traps Cornelia in the Harbinger, simply because she found the princess to be annoying. This allows Lelouch to Geass his half-sister, which not only reveals that Cornelia would willingly switch sides if she knew that Lelouch is alive but also allows him to obtain intelligence on all Britannian military operations in Japan.
  • Not So Stoic: Even Airachnid starts to experience true terror for the first time when she, Starscream, Thundercracker and Skywarp end up being surrounded by zombified Knightmares along with their similarly undead Vehicon escort.
  • Revenge by Proxy: Kills Cornelia and Euphemia's mother in the first chapter of R2 after she refuses to tell her where they are.
  • Sadist: Killing things is just a fraction of the fun for her - what she really enjoys is making her victims squirm.
  • Sanity Slippage: As noted by Glowstrike in the first chapter of R2, getting gravely injured by Dreadwing and Suzaku on Kamine Island clearly took a toll on her mind, as her drive for revenge causes her to grow more unstable and reckless by the day.
  • Smash the Symbol: Like with Steeljaw and Thunderhoof, Airachnid slashes her Decepticon insignia to signify her allegiance to Steeljaw's pack.
  • The Smurfette Principle: Is the only female Decepticon in R1. She's joined in R2 by Glowstrike and Slipstream.
  • Spanner in the Works: She becomes this to Megatron as her multiple attempts in breaking Suzaku's psyche leads him to understand that his newfound allegiance to the Decepticons might be the wrong choice.
  • Spider People: She's basically a robotic spider.
  • Team Member in the Adaptation: Becomes part of Steeljaw's pack, which she never met in their respective series.
  • Teeth-Clenched Teamwork: While this is an issue all of the Decepticons have, Airachnid takes this to another level entirely - she actively betrays and manipulates her own teammates so as to make herself look better and has deliberately tried to kill them more than once.
  • The Starscream: Manages to be a bigger example than this story's version of the Trope Namer. Airachnid really wants to be in charge (if only so that she can indulge in her sadism as she sees fit) and goes out of her way to humiliate her allies (specifically Cornelia and Starscream) so that she looks better in comparison and can get promoted. She joins forces with Steeljaw in R2, having goals of their own.
  • Token Evil Teammate: Even worse than Starscream in this regard after she's reintegrated into their ranks - while Starscream has a Chronic Backstabbing Disorder and can be quite a Jerkass on the best of days, Airachnid, by and large, enjoys hunting, murdering and butchering people as a pastime. There's a reason she is considered the worst of the Decepticons. Additionally, during the mission to acquire the Immobilizer, Starscream does actually intend to return the weapon to Megatron, with his only intended backstabbing being to try and humiliate Airachnid and Cornelia while doing so. Airachnid, in contrast, wants the weapon so she can go rogue again.
    • As mentioned before, it's rather telling that Starscream is morally better than her.
  • Villain Has a Point: She is not incorrect when she tells Suzaku he chose the wrong side to stand with. This is deliberate - she wants to shatter Suzaku's idealism and know that making an irrefutable point will force him to acknowledge this.


Click here to see his Alt-mode 
"Eyy Yoo!"
A Decepticon in charge of the Fuji Energon Mine. Well... was in charge of the Fuji Mine.

Other Decepticons


"I'm the best at what I do, so consider it done."
A "shifter", a rare breed of Cybertronian capable of taking on any form that is the same mass and size as themselves. He is also capable of mimicking the voice of whoever he poses as, making him an excellent spy and infiltrator.
  • The Faceless: Subverted. While Makeshift's true form was only seen in shadow in canon, here, his true body, which is based on art by Airachnid1301, is seen in full. He even transforms back into his natural form in front of the Autobots and the Black Knights when Bulkhead and Lelouch expose him.
  • Famous Last Words: "Oh, no."
  • He Knows Too Much: Just like in canon, Makeshift is killed in order to keep the Ark's location a secret.
  • Master of Disguise: His general shtick, as a shifter.
  • Oh, Crap!: His final reaction before he dies is this when he sees Wheeljack's grenade strapped to him.
  • Small Role, Big Impact: While his role is mostly the same like in canon (poses as Wheeljack, infiltrates the Autobots, and gets killed to keep the base a secret), Megatron uses his remains to create a Pretender in Princess Euphemia's image in order to start the massacre at the Special Administrative Zone after kidnapping the real Euphie.


Click here to see his theoretical Alt-mode 
Dreadwing's split-spark twin brother, an elite member of the Seekers that was loyal to Megatron.
  • Dies Differently in Adaptation: Skyquake died fighting Optimus Prime and Bumblebee on Earth in the Transformers: Prime episode Masters and Students. Here, he died years ago on Cybertron. Setting the Stage reveals the full story: Skyquake actually tried to stop Megatron from poisoning Cybertron's core, only for Megatron to attack him and leave him to die. By the time Optimus and his team found him, his body was corrupted beyond repair by Dark Energon exposure, forcing Ratchet to euthanize him.
  • Even Evil Has Standards: Setting the Stage reveals that he tried to stop Megatron from poisoning Cybertron with Dark Energon, knowing that it would destroy the planet. He paid for it with his life.
  • Mercy Kill: Ratchet had to euthanize him because of his fatal Dark Energon exposure.
  • Posthumous Character: Is only mentioned throughout the story, as he is long dead.
  • Robo Family: Like in canon, he and Dreadwing are brothers.
  • Undying Loyalty: Was fiercely loyal to Megatron when he was alive, much like his twin Dreadwing. That is until he learned of Megatron's plans to poison Cybertron's core.


Click here to see his Alt-mode 

A Decepticon bounty hunter, and one of Megatron's fiercest soldiers.

One of two Mini-Cons under Fracture's command.
  • Pint-Sized Powerhouse: Airazor and Divebomb barely come up to a full-sized Cybertronians knees, but they are more than capable of damaging and fighting them.
  • Spider People: Looks like a centaur-like spider.
  • Undying Loyalty: Both him and Divebomb are incredibly loyal to Fracture, going back to his side if he finds himself in trouble.

One of two Mini-Cons under Fracture's command.
  • Pint-Sized Powerhouse: Airazor and Divebomb barely come up to a full-sized Cybertronians knees, but they are more than capable of damaging and fighting them.
  • Top-Heavy Guy: His arms and claws are much longer than his legs and the rest of his body.
  • Undying Loyalty: Both him and Airazor are incredibly loyal to Fracture, going back to his side if he finds himself in trouble.


"Any of you heard of Nuon City? No? That's because I ate it!"
A Decepticon Chompazoid that consumes all types of metals to enhance his physical strength.
  • Big Eater: As quoted above, he consumes any metal in his path that will make him stronger.
  • Boisterous Bruiser: A loud, cocky bodybuilder who can bite as much as he can bark.
  • Person of Mass Destruction: If his claims of devouring the entirety of Nuon City hold any water, he certainly qualifies as this.
  • Prehistoric Monster: While Underbite resembles a giant dog or mole, he actually resembles a gorgonopsid, an extinct protomammal with a doglike appearance.
  • Purple Is Powerful: Like Fracture, Underbite is colored purple and is a very dangerous creature to face.
  • Second Episode Introduction: Debuts in the second chapter of R2.
  • Seldom-Seen Species: Gorgonopsids are rarely depicted outside of documentaries, so a cybertronian based on one is highly unusual.


Click here to see his Alt-mode 
"You cannot stop the Decepticons' glorious reign! Anarchy for all!"
A Decepticon anarchist.
  • The Friend Nobody Likes: Quillfire's not exactly a favorite among the Decepticons due to his behavior as an anarchist. That said, Swindle points out that he's better than Springload.
  • Prickly Porcupine: He has the appearance of a robotic porcupine.
  • Spike Shooter: Can shoot his quills at random.
  • Terrorists Without a Cause: Outside of his hatred for authority, Quillfire's "revolution" seems more concerned with random, pointless violence than anything else.
  • Those Two Bad Guys: With Springload, being assigned together to guard the energon mine at Ontake mountain.


Click here to see his Alt-mode 
"Thieves! They've come to steal the sacred treasure of Doradus! But the sacred treasures are mine to claim and mine alone!"
A frog-like Decepticon obssessed with the treasure of Doradus.
  • Amphibian Assault: A dangerous, frog-like Transformer with a long and prehensile tongue.
  • Ax-Crazy: Up to Eleven. The Decepticons note that even Blitzwing is sane compared to him. And Blitzwing is in agreement with them.
    Random Blitzwing: When someone's crazier than me, you know they're off their rocker!
  • Beware the Silly Ones: He might be an utter loon obsessed with a city of gold, but he's still a dangerous Decepticon, and he's the one who kills Yoshida.
  • The Friend Nobody Likes: He is very disliked by fellow Decepticons due to his sheer craziness. Even they think Quillfire is easier to work with.
  • Talkative Loon: He always rambles about El Doradus, which only confuses his opponents and teammates.

    Trypticon/The Nemesis 

Trypticon/The Nemesis
Click here to see his Alt-mode 
A colossal Decepticon warrior that was originally an orbital station. After being defeated by the Autobots, Megatron turned his body into the Decepticon warship, the Nemesis.
  • Attack of the 50-Foot Whatever: Transformed into this for robot form.
  • Fate Worse than Death: Has spent the last 50 years as a warship for the Decepticons, unable to move or speak, after failing to defeat the Autobots.
  • Kaiju: His robot mode was a giant T-rex.
  • Humongous Mecha: Was one of the largest Cybertronians in existence before becoming a vessel for the Decepticons.
  • Mode Lock: Because of the damage he suffered before being converted by Megatron, Trypticon's transformation into the Nemesis is a permanent change, something that was established in Fall of Cybertron. The author has said that Trypticon can potentially be repaired and transform again, but Megatron chooses not to have him repaired.
  • Weapon of Mass Destruction: Was this for the Decepticons before being converted. Even after being turned into the Nemesis, Trypticon still has powerful weapons, including a laser cannon that's used to completely wipe Pendragon off the map.
  • You Have Failed Me: The reason Megatron turned Trypticon into the Nemesis. Trypticon failed to destroy the Autobots on Cybertron.


Princess Euphemia li Britannia (Pretender)

Built from Makeshift's chassis, the Pretender took on the guise of Princess Euphemia li Britannia. Her mission is to impersonate the real princess and start a massacre at the Special Administrative Zone.
  • Arm Cannon: Like most Cybertronians, the Pretender is equipped with this. In fact, both arms are equipped with them.
  • Capture and Replicate: The Decepticons kidnap the real Princess Euphemia so the Pretender can be implanted and take her place.
  • Evil Sounds Deep: When you have Megatron as your puppeteer.
  • Extendable Arms: Her right arm is one, which Lelouch/Zero finds out first-hand when it pins him to a wall. It's not known if it also applies with the left.
  • Frame-Up: Her mission is to replace Euphemia and cause a scene to show the world Britannia's true colors.
  • Half the Man He Used to Be: Gets torn to pieces by Lelouch, via the Gawain's Slash Harkens.
  • Stun Guns: Her left arm converts to something akin to one, which she uses to knock out Suzaku.
  • Walking Spoiler: You can't discuss a lot without revealing the role it had in the SAZ massacre.


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