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The main antagonists of the series, the Decepticons were originally the followers of Megatronus (later Megatron), a gladiator-turned-revolutionary who sought to mend the inequalities present in Cybertronian society. But Megatron's darker ambitions soon came to dominate his initial purposes, and when the council turned down his request to be made a Prime in favor of his friend and student Orion Pax, he led the Decepticons against those he saw to have "betrayed" him. Cybertron lapsed into civil war between the Decepticons and Optimus/Orion's faction, the Autobots, which culminated in Megatron poisoning the planet's core with a mysterious substance called Dark Energon, rendering it a dead world. Autobots and Decepticons alike fled in a mass diaspora from their now all-but-uninhabitable homeworld, spreading out across the galaxy to continue their war on other worlds.


In the present day, Megatron leads his forces in battle with the Autobots on Earth. They're quite a varied crew, ranging from simple footsoldiers to loyal and unflinching members to power-hungry sociopaths, with new members periodically joining the ranks as others die or defect.

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    In General 
  • Aliens Are Bastards: Barring the occasional Noble Demon/Token Good Teammate.
  • Big Ol' Eyebrows: Part of the art style.
  • 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.
  • Darker and Edgier: This incarnation of the Decepticon faction is one of the darkest in the franchise. After losing most of their resources by Beast Hunters, they resort to genocide, gorier mad science, and lose all of their comedic traits and arrogance in exchange for no-nonsense military attacks.
  • Divided We Fall: Unlike how the Autobots revere Optimus Prime and strictly accept him as their leader, Megatron has trust issues with many Decepticons determined to undercut him for power such as Starscream, Knock Out and Airachnid. Megatron eventually makes the point that in order to accomplish their long-term goal of restoring and then controlling Cybertron, that all of the Decepticons will need to put aside their grievances. It actually works (though Dreadwing's "retirement" was deemed necessary to achieve this) and the Decepticons manage to make a serious blow against the Autobots as a result.
  • Evil Counterpart: A running theme with most of the Decepticons in comparison to the Autobots.
    • Megatron to Optimus, to state the obvious.
    • Starscream to Arcee: Both thin but agile fighters who often act as second-in-commands.
    • Knock Out to Ratchet: Both the main medics of their teams, with a similar red/orange color scheme. One is contemptuous of Earth but is unwilling to destroy it; the other loves human culture but wouldn't lift a finger to save it.
    • Breakdown to Bulkhead: The main muscle of their teams.
    • Soundwave to Bumblebee: The former is mute by choice, and both are more powerful and skilled than their ranks would imply.
    • Airachnid to Arcee: The main females of their teams, and share a rather twisted connection that drives them to kill each other.
  • Evil Is Angular: Decepticon design features very prominent angles compared to the generally rounded lines of the Autobots. The exceptions to this might be Knock Out and Breakdown, the latter of which is a Noble Demon and a Benevolent Boss, and the former of which holds Alien Arts Are Appreciated in regards to humanity and eventually ends up performing a Heel–Face Turn.
  • Fantastic Racism: They have a generally low opinion of humans; viewing them as vermin. Knock Out is an exception though, he admires human culture for its automobiles and cinematic movies (at drive-in theaters).
  • It's All About Me: Being the antagonists, they are selfish, arrogant and even vain in Knock Out's case. Soundwave is the only exception, since everything he does is to appease Megatron.
  • Mechanical Lifeforms: Natch.
  • Mook Depletion: Prior to "Thirst", they seemed to have a limitless number of soldiers. However, after C.Y.L.A.S caused a small Terrorcon outbreak that took about half their remaining Vehicon troops and Soundwave was forced to banish the Insecticons along with Airchanid, they had to be more strategic about their remaining forces.
  • Ninja Pirate Zombie Robot: Transforming robots who are aliens.
  • The Noseless: The art style of the show.
  • The Psycho Rangers: Each of the primary Decepticons (with the exception of Starscream) are counterparts to the primary Autobots, with Megatron (obviously) being Optimus's, Soundwave for Bumblebee, Airachnid for Arcee, Breakdown for Bulkhead, and Knock Out for Ratchet, even sharing similar positions.
    • It could be argued before Airachnid joined the fold, position, body type, and combat style suggest Starscream was Arcee's counterpart. (Starscream left the ranks shortly after Airachnid joined.) Soundwave could also be Ratchet's counterpart as the mission control guy, and Knock Out to Bumblebee as the sports car usually partnered with the team muscle.
    • The Decepticons welcome to their ranks Shockwave in Season 3, one of Megatron's most skilled underlings and an esteemed (and feared) Decepticon scientist; meanwhile, the Autobots' forces are similarly bolstered by the arrival of Ultra Magnus, one of Optimus' key lieutenants from the War and the renowned leader of the Wreckers. Shockwave has an Arm Cannon in place of his usual arm while Ultra Magnus would later get a claw as a replacement for his hand. It becomes more amusing considering it was Grimlock and Predaking, both Shockwave's creations, that destroyed their respective limbs.
  • Shapeshifter Weapon: In the same style as the Autobots.
  • Threatening Shark: Decepticon warships, such as the Nemesis and the Harbinger, evoke this, with fins all over and sharp, two-pronged prows.
  • Transforming Mecha: Natch.

    Megatron/Megatronus/D- 16
Click here to see his Alt-mode 
Ah, misdirection, Optimus! You would have made a fine Decepticon!

Voiced by: Frank Welker, Keiji Fujiwara (Japanese), Gerardo Vásquez (Latin American Spanish)
First Appearance: "Darkness Rising: Part 1"

The leader of the Decepticons, he was originally a miner named D-16 who competed in the Gladiatorial Arena in Kaon. Proving popular with the crowd, he took the legendary name "Megatronus" and later "Megatron", then started gathering followers as he talked about eliminating the caste system that prevented lower level individuals such as himself from moving up the social ladder. This got the attention of Iacon data clerk Orion Pax, who supported his cause and gave him the opportunity to address the Cybertronian High Council. But his darker ambitions got the better of him, and when Orion was named Prime over him, Megatron vowed to take control of Cybertron itself, rendering the world uninhabitable in the process.

  • Adaptational Badass: The General Failure of Generation One this Megatron is not.
  • Adaptational Heroism: Not during the show, of course, but his backstory is that he was once a miner/gladiator fighting for the rights of lower-ranking Cybertronians, as opposed to simply being a Generic Doomsday Villain like other incarnations. He is also one of the only Megatrons in the franchise so far to pull a Heel–Face Turn.
  • A God Am I: Megatron has always been obsessed with gaining personal power from his race's legends, but he falls headfirst into this trope after he gains the power of a Prime and creates the Dark Star Saber.
    Megatron: We finally take our rightful places, Optimus. As gods! Wielding the power of the cosmos!
  • All There in the Manual: Both Art of Prime and The Covenant of Primus revealed whose body he stole his Badass Transplant from. However...
    • Continuity Snarl: Art of Prime states it's Sentinel Zeta Prime's arm, whereas The Covenant of Primus (and the version decided to go with) revealed it came from Liege Maximo.
  • Ambition Is Evil: Megatron initially sought to become a Prime, seeing himself as the rightful ruler of Cybertron. When he was denied, he started the war.
  • An Arm and a Leg: Optimus severs his scavenged Prime Arm at the elbow in "Darkest Hour." Didn't bother him as much as you'd expect.
  • And I Must Scream: The Demonic Possession breaks him and he can't do anything to stop it. He also can never become one with the Allspark because of the connection with Unicron his use of Dark Energon has created. Though it's possible Unicron's imprisonment has changed this.
  • Animal Motifs: Megatron's grey color scheme and fangs make him look rather shark-like.
  • The Antichrist: For Cybertronians in general.
  • Appendage Assimilation: Trades in his cannon/sword arm for an arm harvested from the corpse of a Prime, so he can wield artifacts of the Thirteen Primes.
  • Arch-Enemy: To Optimus.
  • Arm Cannon/BFG: Mostly due to tradition, it's one of the few non-Shapeshifter Weapons in the series. He gave it up in "Alpha/Omega", trading it for a scavenged Prime arm, though his vehicle mode still retains the cannon. As of "Darkmount NV", he now has his original arm back, presumably due to the damage his stolen arm took.
  • Asskicking Equals Authority: His backstory is that he was a champion gladiator on Cybertron. There's a reason he's maintained his leadership, despite the company he keeps.
  • Authority Equals Asskicking: He's one of most powerful members of the cast, tied only with Optimus, if their fights with each other are any indication.
  • Ax-Crazy: It's pretty clear that he's not entirely sane, and when angered he brims with homicidal rage on whoever's unfortunate enough to be the bearer of bad news.
  • Back from the Dead: Courtesy of Unicron in Predacons Rising.
  • Badass Baritone: Courtesy of Vocal Evolution.
  • Badass in Charge: Of the 'Cons.
  • Badass Transplant: Steals the right arm of a dead Prime and has Knock Out transplant it on him, thus allowing him to use Forge of Solus Prime to create the Dark Star Saber. By the end of Season 2, he loses it.
  • Bad Boss: When he's not being Faux Affably Evil towards his troops, then it's because he's too busy yelling, berating, or threatening them. Starscream is his main victim.
    Megatron:... And the first to address him as Optimus Prime, will have their voice box torn out.
  • Barred from the Afterlife: Due to the dark energon bonded to his spark, Megatron is forever bound to Unicron and can never return to the Allspark. It's currently unknown if Unicron's imprisonment has freed Megatron of this fate or not.
  • Be Careful What You Wish For: He wanted all the power of a god, and he gets it in the series finale. The downside is said god hijacks his body and uses him as a slave, torturing his soul for laughs.
  • Being Tortured Makes You Evil: Inverted. Being tortured by Unicron in "Predacons Rising'" results in Megatron's Heel Realization.
  • Big Bad: Of the entire series. Various Arc Villains show up now and again, and Unicron is the Greater-Scope Villain, but the entire conflict of the main tv series can be traced back to him.
  • Big Bad Ensemble: With Silas and Airachnid for the series.
  • Big Ol' Eyebrows: Natch.
  • Blade Below the Shoulder: Until "Alpha/Omega". He later gets it back.
  • Blasphemous Boast: When trying to convince Unicron to take him as his herald, he falls into this. When he gets the Dark Star Saber, he also boasts how he'll use Unicron's power to dominate the world; thankfully, Unicron seems to be dormant and therefore incapable of proving him wrong.
  • Blatant Lies: During Darkmount, NV, he tries to convince Agent Fowler that because the Autobots are now gone, he only wishes to coexist with humanity peacefully. Fowler knows full well he's lying through his serrated teeth, but also knows that he can't make a move on Megatron as long as his fusion cannons are active.
  • Blood Knight: The universe will always be the gladiator pits for Megatron.
  • Bloody Murder: The Dark Star Saber, since Dark Energon is Unicron's blood.
  • Bond Villain Stupidity: Letting Predaking beat up Ratchet proves to be a fatal mistake; not only does it lead to Ratchet revealing the truth about Megatron's treachery against the Predacon, but it also allows the medic to disable the cloaking field on the Nemesis, allowing the Autobots to storm it.
  • Bored with Insanity: More like bored with evil. After centuries of being an irredeemable genocidal maniac, being physically and psychologically tortured by Unicron was apparently enough push him to the point of having an epiphany about the pain he'd been causing others. So much so that once he's freed of the Chaos Bringer, he dissolves the Decepticons and leaves Cybertron without a fight.
  • Brains Evil, Brawn Good: Hops back and forth on this one. While the lion's share of his screen time is spent laying out plans and giving orders, when it comes time to throw down, it's clear there's a reason he is The Dreaded. Megatron is just as comfortable using brute strength as he is his intellect. Lampshaded by himself in one episode where he notes that he was "as known in the gladiator pits for my strength as I was for my cunning."
  • Brutal Honesty:
    • When he proposes an alliance to defeat Unicron between himself and the Autobots, he proclaims that it will only last as long as doing so remains mutually beneficial to both factions. When the alliance is over, he will conquer Earth under his own terms. He states in full why he wishes for such an alliance, and how each side needs the other, whilst making it perfectly clear that as soon as the situation is resolved, then they are back to the status quo. Arcee even lampshades the proposal;
    Arcee: Brutal honesty from a Decepticon?
    • While trying to convince Ratchet to aid in reconstructing the Omega Lock, Megatron is pretty up-front about the fact that he likely won't honor any deals he makes and probably will kill Ratchet once he's completed his task, but asserts that he should do it anyway because the result will benefit all Cybertronians even if he personally won't be around to see it. It actually works.
  • Came Back Strong: Being upgraded makes him vastly more powerful, to the point that no one, not even Predaking, can defeat him. His jet mode has lightspeed capability, his robot form is bigger and spikier, and he can form weapons made of pure dark energy. Fortunately for everyone, being enslaved by Unicron soured him on the idea of oppressing anyone else, and it's not clear if he keeps these powers once Unicron is sealed away - though the fact that he flies off, on his own, without any Space Bride or Spaceship to get him far away, at least implies that he kept the Faster-Than-Light Travel capability
  • Character Development: Megatron remains as haughty and prideful as any of his incarnations during the series, but Jack's restoration of Optimus' memory, Miko's destroying Hardshell, and Cylas' rhetoric concerning the "human factor" giving Optimus the advantage finally convinces him humans are not so harmless after all in the middle of season two.
  • Chest Insignia: The Con symbol.
  • Classic Villain: Ambition, Envy and Wrath.
  • Cold Ham: Unlike some of his predecessors, this incarnation of Megatron is calm and menacing. That being said, he comes off as over-the-top and terrifying while being full of Tranquil Fury.
  • Combat Pragmatist: While nobody in the series is exactly the fairest of fighters, he's a particularly brutal one. Hey, it's not like gladiators fight fair if they wanna win.
  • Composite Character: This version of Megatron takes cues from both Generation 1 (the ever-famous buckethead and lower legs resembling a pistol's handgrip) and the movies (the sharp angles and bits on his shoulders, along with two-toed feet and a demonic-looking face with sharp shark-like teeth), even including the latter's alt mode from the first film, while the purple highlights are a nod to his Beast Wars version. His voice actor uses a voice that sounds like a cross between his classic Megatron voice and Hugo Weaving's Movieverse Megatron voice. One could argue that it has more than a few shades of David Kaye's Badass Baritone blended in as well. The scheming and megalomaniacal tendencies he takes from the Beast Wars and Animated Megatrons.
    • From G1, story-wise he takes getting brought back to life in anenhanced form by Unicron.
    • His arc plays out very similarly to Beast Wars Megatron in particular: He first joins forces with Optimus against a greater danger; then takes advantage of his Heroic Sacrifice; then when Optimus gains an upgrade by obtaining a sacred object, Megatron replicates the effect through unholy means; finally he is betrayed by an honorable second-in-command.
    • From Animated, he takes his belated introduction as well as getting incapacitated in a Space Bridge accident.
  • Cool Plane: A Cybertronian jet, to be exact. Based on the original form of his Movie counterpart, but simpler.
  • Cool Sword: His Evil Knockoff of the Star Saber, the Dark Energon-infused Dark Star Saber.
  • Curb-Stomp Battle: Anyone other than Optimus Prime who tries to pick a fight with him will usually find themselves on the receiving end of this.
    • Lampshaded during his fight with Ultra Magnus:
    Megatron: Ultra Magnus. You are no Optimus Prime!
  • Dark and Troubled Past: Considering that the only way he could find freedom from the back-breaking slavery of the mines was by ripping other robots limb-from-limb in the gladiatorial pits, Megatron never had a positive view on life to begin with.
  • Dark Is Evil: Has dark gray armor and one of the worst Decepticons to boot.
  • Dark Lord on Life Support: For the first half of Season 1.
  • Darth Vader Clone: He has a deep, sinister voice, is among the largest villains, has a high intellect, a personal connection to the hero and is a user and abuser of his troops. He even uses a sword in battle.
  • Deadpan Snarker: Much like his Animated incarnation. A few examples:
    Megatron: (visiting the Autobot Base) So, this is where the magic happens... Quaint.
    Starscream: (after the Decepticons destroy the Autobot base) This is the place all right.
    Megatron: This was the place.
    Megatron: (unblinking after watching Shockwave nearly kill Starscream) Exemplary teamwork.
  • Death Glare: Delivers an unblinking (and nightmare-inducing) one to Starscream at the end of "Rock Bottom". Though, to be fair, this is his default expression.
  • Death Seeker: After Unicron possesses his body, he tries getting Predaking to roast his possessed body alive.
  • Demonic Possession: Pulls it on Bumblebee at the end of "Sick Mind".
    • Is very briefly at the receiving end of one by Unicron in "One Shall Rise, Part 3." Unicron eventually does it again in Predacons Rising but keeps an easier hold on him owing to the fact that Megatron is dead.
  • Demoted to Dragon: Played with. When Unicron shows up, Megatron wants this to happen, to better further his own agenda, but Unicron views Megs as beneath him. Seemingly played straighter in "Predacons Rising", but that turned out to be more Grand Theft Me, as Unicron stole his body.
  • Did You Just Flip Off Cthulhu?: As he claims, no one, not even Unicron the Chaos Bringer, commands him.
  • Discard and Draw: He sacrifices his primary weapon arm for an arm from a Prime, allowing him to create a Dark Energon copy of the Star Saber using the Forge of Solus Prime, and for that matter, the power to create anything else he wants using the Forge. Presumably, he could always have the arm put back, but he won't as long as he wants that power.
    • Or he could have it put back after the Prime arm was damaged, as appears to be the case as of the start of season three.
  • Dragged Off to Hell: Probably got as close to this fate as a Transformer can get. His abuse of Dark Energon ended up tainting his spark, so when he died, instead of going to the All Spark, his spirit ends up going to Unicron, who proceeds to enslave him and horrifically torture his soul.
  • The Dreaded: Possibly the greatest example of all his incarnations in the franchise. When the Autobots are in a fight and Megatron shows up, they'll either run away or pull back and let Optimus handle it. He's even shown to be capable of taking on the entirety of the original Autobot team, minus Optimus, single-handedly in combat and easily winning. He's THAT dangerous.
  • Easily Forgiven: Downplayed. The Autobots don't explicitly forgive Megatron after he goes through his Heel Realization about the nature of oppression and disbanding the Decepticons, but they seem content to let Megatron fly off into self-imposed exile. Not that anyone could have stopped him or made him do otherwise, mind you.
  • Even Evil Has Loved Ones: Downplayed, but he and Soundwave have a mutual loyalty and borderline Villainous Friendship with one another.
  • Even Evil Has Standards: Megatron seemed genuinely repulsed by Silas' usage of Breakdown's corpse and only agreed to a team-up because it seemed practical at the time.
    • In "Operation: Bumblebee Part 1", when the Autobots are discussing Bumblebee's missing T-Cog, Ratchet rules out Decepticon involvement claiming Megatron "is no ghoul." These expectations are ultimately subverted in "Alpha/Omega", where Megatron breaks into a Prime's tomb, steals a Prime's arm, and replaces one of his own arms for it (although given the sheer amount of fear his displayed in the previous episode, Megatron seems to have felt that it was time to take desperate measures).
  • Evil Former Friend: To Optimus. They used to be as close as brothers... and then the Council shot Megatron down for position of Prime. Cue war.
  • Evil Is Bigger: Like recent incarnations, this Megatron also has a bit of a noticeable size advantage over Optimus. That is, until Optimus Prime's recent upgrade evened things out. In the finale things are evened out once more, as his possession by Unicron granted him a larger body.
  • Evil Knockoff: His Dark Star Saber is this to the original Star Saber.
  • Evil Laugh: Not prone to these, but when he does give one, it's absolutely terrifying.
  • Evil Mentor: As Megatronus, to Orion Pax, before the beginning of the Great War. It seems Megatron is quite eager to resume his mentoring when Optimus reverts back into Orion Pax and loses his memories of being a Prime, and more importantly, his enmity with Megatron. It didn't last.
  • Evil Overlord: For the Cons.
  • Evil Sounds Deep: As a result of Vocal Evolution.
  • Evil Virtues: Megatron claims to value loyalty above all else.
  • Eviler Than Thou: To Starscream; once he comes out of his Convenient Coma halfway through Season 1, it becomes very clear as to why he's the one who leads the Decepticons.
  • The Exile: His fate at the end of the series. After realising just how much pain and suffering he caused in his leadership of the Decepticons due to Demonic Possession by Unicron, he willingly disbands the Decepticons and flies away to parts unknown.
  • Fallen Hero: The founder and former leader of the Cybertronian civil rights movement, desiring to be named the next Prime until a certain 'bot named Orion Pax inadvertently hijacked it from under him. It's possible that he had evil intentions from the start, but his ego descended the movement from civil rights to anarchy.
  • Fangs Are Evil: It adds to the Obviously Evil motif.
  • Fantastic Racism: He seems to detest humans (and organic life in general) and refuses to believe that they could ever pose a threat to a worthy warrior. This disdain is part of the reason why he keeps his Cybertronian jet mode instead of adapting an Earth-vehicle disguise.
    • Around the middle of Season 2, he starts to recognize how dangerous humans can be. And more unfortunately, how useful they are as hostages.
  • Fatal Flaw: Double Subverted. Some would cite his stubborn Pride as a problem, and they'd be right. That said, he figures this out and works to overcome it, most notably by allowing Starscream back into the ranks and listening to his ideas. What really dooms him is his Greed. The war started because Megatron never got the power of the Primes he wanted. Not satisfied with taking Cybertron as his own, he tries to cyberform Earth first, forcing Optimus to destroy the Omega Lock and screwing over both sides. In the series finale, Megatron tries again to cyberform Earth first and when called out on this by Shockwave, Megatron says he could never be satisfied with one planet. Ratchet often labels Megatron as a greedy tyrant, citing how he hoarded most of the Energon on Earth, more than his faction could ever need, use or even properly guard, for his own purposes. On top of that, not satisfied with being the strongest Decepticon, Megatron repeatedly infuses himself with Dark Energon, leading to his possession by Unicron in the finale and being tortured so badly he breaks.
  • Fashionable Asymmetry: See Red Right Hand below.
  • Fate Worse than Death: Being killed by Bumblebee allows Unicron to possess his body, and it is also revealed that thanks to Dark Energon coursing through him, he is permanently linked to Unicron's essence and his spark can never pass on and join the AllSpark in death. Unicron's possession also leaves him so broken that it causes him to undergo a Heel Realisation, and once Megatron is free from his influence, he openly disbands the Decepticons and goes into self-imposed exile.
  • Faux Affably Evil: Aside from his Villainous Friendship with Soundwave, almost any politeness he exhibits is undoubtedly a façade. He uses it to keep his troops on his side, when not being an outright Bad Boss to them. He even attempts diplomacy with Agent Fowler in "Darkmount, NV" about the Decepticons wanting to live peacefully alongside humans. Of course, this isn't the case, even though it sounds sincere.
    Starscream: ...I almost believed you myself.
    • He becomes genuinely Affably Evil after being freed from Unicron's possession.
  • First-Name Basis: He tends to refer to Optimus Prime by just the first half of his name.
  • Four-Temperament Ensemble: Choleric.
  • Fourth Wall Mailslot: For a time, The Hub ran a series of ads called "Ask Megatron", where viewers could send Megatron questions like: "What's your favorite type of cake?", "Will you go to Prom with me?" and "Who's your favorite Autobot?" (To which he responded: DO YOU EVEN WATCH THE SHOW?!)
  • From Nobody to Nightmare: To think he was once a (literally) nameless miner in Cybertron's underground...
  • Full-Circle Revolution: His original reasons for rebelling was the inequality that plagued Cybertron, and how the lives of the lower caste-members were tossed aside without much concern. Guess how lower-ranking Decepticons are treated in comparison to the elite few?
  • Genius Bruiser: He might not be a scientific expert, 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.
  • Good Scars, Evil Scars: The scars on his face show that his combat history is very evident.
  • Guttural Growler: Thanks to Vocal Evolution.
  • Hearing Voices: After injecting himself with Dark Energon, Unicron speaks to him.
  • Heel–Face Turn: After being enslaved in body and soul by Unicron in "Predacons Rising", Megatron no longer wants to do the same to anyone else. He flies off at the end to think about what to do next with his new lease on life.
  • Heel Realization: During Predacon Rising, he's placed through severe torture and oppression by Unicron. This causes him to realize the error of his ways and abandon the idea of taking over Cybertron once and for all.
  • He Who Fights Monsters: When the war started, he was a rebellious gladiator who wanted to get rid of the unfair system that ruled Cybertron. However, he became convinced that he was the rightful ruler of Cybertron (desiring to be named the next Prime) and became the megalomaniac warmonger we know today.
  • Humiliation Conga: Endures an epic one during the episode "Rebellion". Megatron has managed to foil the Autobots' assault on Darkmount and is about to execute them only for Optimus, upgraded by the Forge of Solus Prime to appear and punch him so hard that he's sent flying through his throne. Megatron tries to fight Optimus, only for the Autobot leader to toss him into Darkmount's power core, electrocuting him severely and disabling the fusion cannons. He's then forced to retreat as Agent Fowler's air force brings down Darkmount.
  • Impaled with Extreme Prejudice: Seconds before he would have slain Optimus, Bumblebee runs him through the spark with the Star Saber. It takes Unicorn literally bringing him back from the dead to make a comeback.
  • Insistent Terminology: Moreso than any other incarnation, the Decepticons consistently refer to him as Lord Megatron.
  • It's All About Me: Megatron started a war that essentially killed his entire world because he was denied the title of Prime in favor of Orion Pax. He also assumed that he was a prophesied "rising darkness", which was revealed to truly be Unicron.
  • It's Personal: His attitude toward mankind as a whole after they destroyed Darkmount. Much of his plans and plots in season 3 are his attempts to find a way to Kill All Humans as punishment for daring to put the war to the Autobots' favor.
  • Karmic Death: After countless eons of fighting, the former gladiator of Kaon is NOT killed by Optimus Prime. He's ultimately killed by Bumblebee, the lowly Autobot scout who's voicebox he destroyed so long ago. He's doesn't even get the satisfaction of going it in a big It becomes even more karmic when you remember who Megatron used to revive his body.
    • And the last words he hears at this point are Bumblebee telling him he'll never be able to harm anyone ever again. How's that for Fridge Brilliance?
  • Kick the Dog: Almost killing Raf is the biggest and best example, though destroying Bumblebee's voicebox, manipulating Orion Pax, and killing Dreadwing are close.
  • Kick the Son of a Bitch: After Breakdown!Silas fails him in "The Human Factor", Megatron sends him off to be dissected by Knock Out.
    • He's on the receiving end of this with Unicron as he's reduced to a passenger in his own body, enslaved by Unicron and tortured brutally for most of Predacons Rising.
    • Then there's all the beatings he gives Starscream. Considering the first thing we see Screamer do is murder one of the Autobots in cold blood, it's almost cathartic.
  • Klingons Love Shakespeare: His character notes reveal that he enjoys online cat videos. The Hub's take on 'behind the scenes' also reveals that he and Soundwave are Bronies!
  • Lack of Empathy: Oh, he knows how powerful emotions, hopes and dreams can be, it's just that he just doesn't particularly care about any that aren't his. Until Unicron reminded him of what suffering meant while torturing his soul.
  • Large and in Charge: Much like previous incarnations, he's one of the most noticeably huge individual Transformers and still just a bit larger than Optimus Prime, at least until Optimus' upgrade in season 3 evened thing out. Also, Predaking is larger than both him and Optimus. His possession by Unicron in Predacons Rising grants him an even larger and more physically imposing body.
  • Large Ham: Downplayed when compared to a certain other Megatron, but he still has his moments. He still comes off as intimidating, though.
  • Light Is Not Good: Watch how bright his armor glows when he fights Optimus.
  • Lightning Bruiser: Tremendously strong, as well as incredibly fast.
  • Living Emotional Crutch: May be this to Starscream, especially during season 3.
  • Manipulative Bastard: He's quite skilled at this. "Persuasion" is basically his crowning moment, where he manages to convince Ratchet to complete his Synthetic Energon formula to restore Cybertron.
  • Major Injury Underreaction: In "Darkest Hour", he loses his stolen Prime arm when Optimus hacks it off, yet when he notices Optimus destroyed the Omega Lock, he laughs maniacally. He doesn't get treatment for his injury at all during the rest of the episode.
  • Meaningful Name: He was originally a Cybertronian miner going by the designation D-16, and in the Gladiator Arena he took on the name of one of the original Thirteen Primes, Megatronus: later to be known as The Fallen, reasoning that that which had Fallen could rise again. He shortened his name to Megatron when he started gathering political allies and tried to be named a Prime.
  • Mood Ring Eyes:
    • Red Eyes, Take Warning: Originally, he had blue eyes, but when he turned against Optimus they turned red and have remained such unless he uses Dark Energon.
  • NameTron: Megatron.
  • Names to Run Away from Really Fast: He took the name of the Cybertronian equivalent to the Anti-Christ.
  • Necromancer: Courtesy of Dark Energon. And it backfires spectacularly in the finale, as HIS body is now the puppet for someone much worse.
  • Nice Job Fixing It, Villain!: Fearing that Predaking would turn on him upon realizing the latter's sentience, he manipulates the Autobots to destroy the Predacons. Predaking learns about this anyway and not only deserts Megatron, but nearly destroys him. It costs him a very powerful ally in any case.
  • No-Holds-Barred Beatdown: His preferred method of keeping Starscream in line.
  • Non-Standard Character Design: His body is noticeably more armored and less kibble-heavy than most cybertronians on the show, in keeping with his past as a warrior.
  • Not Quite Dead: Is believed to have been killed when the Space Bridge explodes, but found to have survived due to the Dark Energon inside him in the next episode. However, he's so damaged that the Decepticons have to place him in stasis lock while they repair him.
  • Now What?: As of "Predacons Rising" once he's freed from Unicron's control, he's basically alone now in the universe; he doesn't stay on Cybertron (he knows he'd probably no longer be welcome), and he no longer has any desire to lead the Decepticons in conquest (he even goes so far as to officially disband the army).
  • The Only One Allowed to Defeat You: To Optimus, though he's liberal in his interpretation. Apparently, so long as he ordered it, it counts.
    • In "Sick Mind", this is how Bumblebee convinces him to give the Autobots the cure to the plague Optimus has contracted: There's no point in Optimus dying if Megatron can't watch it. To his credit, Megatron doesn't completely fall for the ruse, insisting that Bumblebee help him in return.
    • In "One Shall Fall", when Optimus is raiding the Nemesis alone, Megatron forbids any Decepticon to attack him and even orders Soundwave to open a bridge for Optimus to allow him to battle his eternal rival.
    • He also feels that he's the only one worthy of conquering the Earth, as shown in "One Shall Rise", where after Unicron rejects his offer of an alliance, he allies with the Autobots to defeat him.
    • In one exception, he doesn't stop Dreadwing from attempting to kill Optimus. Instead, the second Dreadwing is out of earshot, he dryly notes that he sincerely doubts he'll see Dreadwing alive again.
  • Oh, Crap!: Usually, he's not prone to these. However, "Legacy" has him constantly on edge when the Star Saber is discovered, which only gets worse as soon as Optimus demonstrates just what the Star Saber is capable of.
  • Omnicidal Maniac: In "Darkest Hour" he attempted to use the Omega Lock to cyberform Earth, a process that would kill all organic life. And in "Minus One", he plans to try again.
  • One-Handed Zweihänder: Megs gets a lesson in his second sword duel with Optimus on why this trope is generally a ''bad'' idea. The first sword-clash unbalances Megatron, while Optimus, with a two-handed grip, recovers faster and quickly slices Megatron's sword arm off.
  • One-Man Army: At the end of the "Orion Pax" three-parter, he single-handedly defeated the entire Autobot roster save Prime himself (since Orion Pax/amnesiac Optimus is nowhere near as good a fighter), three of whom he had to fight at the same time.
  • Only Mostly Dead: Seems as though Unicron has taken an interest in dear Megatron to the point of reigniting his spark.
  • OOC Is Serious Business: Take a good look at his face during "Legacy" when the Star Saber is discovered. That's fear.
    Megatron: It cannot be... Power of this magnitude must never be allowed to fall into the hands of Optimus Prime, no matter what!
    • During season three, it is clear he finally has reason to fear a potential coup, this time from Predaking. He takes drastic measures to wipe out the cloned Predacons, and does his best to assert his dominance over him by requesting him to face him as a beast, not in his robot mode. When Predaking finally turns on him after learning the truth behind the Predacon massacre, Megatron is clearly spooked and is doing his best to steel himself for the coming battle he knows he may lose.
    • When he vehemently refuses to resume leadership of the Decepticons at the end of "Predacons Rising", Starscream is very weirded out.
  • Oppose What You Suffered: Zigzagged two ways from Sunday. Megatron started out as a nameless transformer slaving away in the mines underneath Bad Bosses, and eventually found his way to the Gladiatorial pits, where he earned his freedom through his victories, taking the name 'Megatronus' after the original Tragic Villain of the mythos in the process. After earning his freedom, Megatronus gathered a following of disenfranchised transformers and campaigned for a reformation of the political system of Cybertron to make it more egalitarian than it was at the time... but when he was finally granted an audience with the Not-So-Omniscient Council of Bickering that ran the planet, he saw the flaws inherent in the political process and demanded that he be named Prime. When this was refused and one of his long-time friends, Orion Pax, was given the opportunity instead, his gathering of loyal followers began a Civil War against the rulers of the planet to make — the now-named — Megatron ruler, a Civil War that would, after thousands of milennia of conflict, eventually render the planet uninhabitable and every single remaining transformer The Remnant, and saw his followers rename themselves the 'Decepticons' as their goals eventually became little more than totalitarian control of everything. The final zig of this zagging comes at the end of the series during the Predacons Rising movie, where Megatron has been possessed by Unicron, and is Forced to Watch as Unicron uses his body for the purpose of finally killing off the dormant Primus at the center of the recently-restored Cybertron. Whenever Megatron tries to resist, Unicron enacts Cold-Blooded Torture upon his soul - and this leads to Megatron having a Heel Realization. When the possession is lifted, Megatron disbands the Decepticons and leaves for voluntary exile, realizing that his attempts at becoming this trope has utterly failed, and that no matter what he does now, his millennia of warfare mean he will always be remembered as an Evil Overlord.
  • Orcus on His Throne: Even when he's up and running rather than comatose in the medbay, he generally leaves the fieldwork to his minions. Not because he's incapable, but because he prefers to monitor his troops' affairs.
  • Pet the Dog: In Thirst, even after Starscream and Knock Out's experiment has disastrous results for the Decepticons, Megatron hears out Knock Out and lightly reprimands him, recognizing that he was only following orders. Starscream, on the other hand...
  • Power Glows: After injecting himself with Dark Energon, his joints and eyes glow with purple energy whenever he's actively using it.
  • Pragmatic Villainy: Tends to be smart regarding his soldiers, many of whom hold treacherous desires to overthrow him. He forgives Starscream (and Knock Out's treachery as well) and allows him to rejoin at the end of season two, insisting the Decepticons must be united to successfully revive Cybertron. Despite Airachnid having deserted, once she proves her competence, he has no problem eventually giving her a role as The Dragon, and even leaves her in command. Once he learns of her attempted coup, he leaves her alone, still requiring her services for the time being. This is also the reason he is furious when he believes Starscream has been captured by the Autobots, enraged that a vital part of his war machine is at the fingertips of the Autobots.
  • Proud Warrior Race Guy: Life will always be a gladiator pit for Megatron, one way or another.
  • Psychotic Smirk: Does it to Starscream frequently.
  • Purple Is Powerful: Most prominently with his Dark Energon-influenced eyes, but his armor is also partially purple as well.
  • Redemption Equals Life: By the end of "Predacon Rising", he abandons his ambitions to take over Cybertron and Earth, and makes it out of the film —and the greater war— alive
  • Red Is Heroic: As Megatronus, he had red highlights in his armor instead of the present day's purple.
  • Red Oni, Blue Oni: The blue to Starscream's red. Though he can dip into red territory (namely anger) if pressed. Also serves as the red to Soundwave's blue.
    • He's also the villainous red to Optimus' heroic blue.
  • Red Right Hand: Literally. He replaced most of his right arm with that of a dead Prime, giving him the power to use the artifacts of the Primes until it was severed by Optimus.
  • The Revolution Will Not Be Civilized: Back on Cybertron, he was the Malcom X to Optimus's Martin Luther King, and it got worse from there. A lot worse.
  • Sadistic Choice: In "Darkest Hour". The Decepticons have captured the kids, and Megatron offers their lives in exchange for the Omega Keys, and thus the future of the Cybertronian race as well as the means to bring an end to the war.
  • Sanity Slippage: Even in the opening miniseries, Starscream suggested he was starting to lose it, especially once he injected himself with Dark Energon. But it got particularly evident when he gets the Dark Star Saber.
    • To elaborate, this guy took the limb off of an ancient corpse, and that of a Cybertronian with their equivalent to sainthood, then used it to replace his own arm, and then forged a sword from what is, for all intents and purposes, the blood of the devil.
  • Satisfied Street Rat: He wears his life as "a gladiator from the pits of Kaon" as a badge of pride in spite of the fact he was a slave because of it.
  • Sensitive Guy and Manly Man: With Starscream, as the very obvious Manly Man.
  • Slasher Smile: Perhaps the foremost expert in the show. The teeth help.
  • Spikes of Villainy: As in the films. He gets even more after his body is possessed, which causes him to resemble Unicron. They don't go away after Unicron is expelled from his body.
  • The Sociopath: Whether he was one prior to the series is debatable, but by the time of the show it's pretty clear that any morals he once had, if they were ever there in the first place, have long eroded. It takes Unicron possessing him to restore them.
  • Sword Beam: The Dark Star Saber, much like the original, can do this.
  • Team Dad: Becomes somewhat of a stern but fair type of this in the third season, after he'd realizes that it was his Bad Boss-type of leadership from before that had caused infightings and treachery to run rampant amongst his troops.
  • This Cannot Be!: Says this almost verbatim when he discovers the Star Saber.
  • This Is Gonna Suck: For probably the first time since the Fall of Cybertron. Megatron admits that the Decepticon faction is in for a very uphill battle once Optimus demonstrates the power of the Star Saber.
  • Tin Tyrant: His plating invokes this.
  • Tranquil Fury: Unlike the G1, Beast Era, Armada, and Movieverse Megatrons, this one is rarely hammy and over-the-top, and is usually soft-spoken and cool-headed like Animated Megs. But it's obvious from the start that behind Megatron's cold front lies a beast that is only driven by long-burning rage and hatred towards anyone who's ever wronged him, and sometimes even to those who haven't. Sometimes, that front slips and the beast inside will make things really ugly.
  • Underestimating Badassery:
    • He did this to Team Prime during the "Orion Pax" arc, allowing them to temporarily seize the Space Bridge. However, he acknowledges this and states that he will never make this mistake again, before proceeding to deliver them a Curb-Stomp Battle.
    • He also believed humans were incapable of harming his cause, yet he's quite clearly shocked when he finds out it was Miko who killed Hardshell.
  • The Unfettered: Megatron has no limits to his lust for power. He'll sacrifice anyone or anything, defile the most sacred artifacts, transform the dead into mindless berserkers, and even ally with Unicron if it serves his ends.
    • And as "Darkest Hour" shows, he's perfectly willing to sacrifice Cybertron if it means he wins.
  • Villainous Breakdown: Has one at the end of Rebellion where he goes from confident to boiling mad at the sight of the upgraded Optimus. Further exacerbated when Optimus manages to disable Darkmount's fusion cannons. Starscream is forced to order the Vehicons to escort him out over his protests.
    Megatron: What are you doing?! No! We will not retreat!
    • Earlier in the series, Optimus's triumphant return and escape in the beginning of season 2 leaves Megatron a screaming mess.
  • Villainous Friendship: With Soundwave due to their gladatorial backgrounds.
  • Vocal Evolution: Frank Welker's return to the role prompted a newer version of the voice which is much less screechy, and more quiet and menacing. He even admitted that the classic Megatron voice did not allow much range, while this voice allows him to be both reserved and bombastic at different times.
  • Wham Line: After Unicron is defeated at the end of Predacons Rising, Starscream approaches Megatron with the intention of restarting the war, picking up where they left off. Megatron, who Came Back Strong, is in prime position to do just that, and yet he, in no uncertain terms, makes it clear that this will not be happening.
  • With Great Power Comes Great Insanity: While Megatron is obviously quite evil, he was always quite sane about it. This is in stark contrast to his quote at the end of 'Alpha Omega'
    Megatron: *maniacal laughter* "Run, Optimus, run! Those trinkets from Iacon won't save you. Not when I now possess the power to TEAR THIS WORLD APART!!"
  • Woobie, Destroyer of Worlds: According to Frank Welker.
  • Would Hurt a Child: In "One Shall Fall", he shoots Bumblebee, who was transporting Raf at the time, almost killing the boy. When Megatron finds out, he's downright pleased that he managed to "swat a bee and squash a bug".
    • And again in "Darkest Hour:" He has Starscream, Soundwave, and Knock Out kidnap the kids and threatens to expose them to Cybertron's toxic atmosphere if the Autobots don't give him the Omega Keys.
  • Wreathed in Flames: When using Dark Energon, he approaches this look, but he really goes into it when Unicron takes control of him (probably a reference to the original Megatronus Prime, AKA The Fallen).
  • Wrong Genre Savvy: From some points of view, his wanting to terminate the Predacons he had Shockwave create would be logical, since there was a chance that they could realize they outnumber/outgun him and rebel later on down the road. Still, it cost him a valuable ally (in Predaking, once he found out) and substantial fighting force (which had been drastically reduced by that time).
    • On a side note, he admits his only mistake was "not seeing the termination through"—i.e. allowing Predaking to outlive his brethren.
  • Xanatos Gambit: In "Darkest Hour." After forcing the Autobots give him the Omega Keys, he begins to cyberform Earth instead of restoring Cybertron. This presents two scenarios for him: If Optimus does nothing, he gets two planets under his control. If Optimus rises to the bait and destroys the Omega Lock, then Cybertron remains a wasteland permanently and Megatron has enough leeway to turn more Cybertronians against the Autobots.
  • You Have Failed Me: Megatron does not take failure lightly.
  • You Have Outlived Your Usefulness: His stated reason for attempting to execute Starscream in "Rock Bottom".

Click here to see his Alt-mode 
I am no stranger to ambition.

Voiced by: Steve Blum, Satoshi Tsuruoka (Japanese), José Antonio Macías (Latin American Spanish)
First Appearance: "Darkness Rising: Part 1"

Originally an Air Commander of the Seekers and neutral during the civil war, Starscream found himself enticed by the power Megatron commanded and wished to acquire it for himself, rising in the ranks to eventually become Megatron's second-in-command. Trusted with a lot of the fine details of commanding and organizing the troops, Starscream is not quite satisfied with the delegated power he has and wants complete control. But he knows that he could never challenge Megatron on a physical level, so he bides his time.

  • Ace Pilot: Naturally, being the leader of the Seekers.
  • Adaptational Badass: Zig-zagged
    • Adaptational Intelligence: In terms of scheming, this is by far one of the most competent versions of Starscream; he tends to be a bit more strategic in his planning and is much better at feigning loyalty to Megatron, compared to his G1 and Animated incarnations, who both tended to be rather shortsighted and could not have been more obvious about their intentions. On the other hand...
    • Adaptational Wimp: At the same time, he's a rather weak fighter; compared to his Unicron Trilogy and Animated counterparts, both of whom could fight entire teams of Autobots to a stand-still, this Starscream barely ever poses a physical threat to the Autobots.
  • Ain't Too Proud to Beg: Whenever Starscream's threatened by someone with the ability to end his life, he invariably devolves into a groveling mess.
  • Armor of Invincibility: Possesses the Apex Armor a few times throughout the series.
  • Badass Baritone: His voice is deep, growly and downright sinister.
  • Bad Boss: Technically better than Megatron, but that's not saying much.
  • Bastard Understudy: To Megatron.
  • Batman Gambit: Pulls one in "Evolution" where he lures the Autobots to Shockwave's lab in hopes that they would destroy the Predacons to prevent Predaking from forming a rebellion, and also trick Predaking into destroying the Autobots. Also doubles as a Xanatos Gambit.
  • Berserk Button: Don't insinuate that he's not in charge. Cliffjumper found this out the hard way and Wheeljack would have met the same fate if Soundwave hadn't restrained Starscream. Likewise, Starscream probably would have killed Agent Fowler if not for the Autobots' intervention. This stops being an issue as he goes through Character Development, but he still reacts poorly to people questioning his authority.
  • Big Bad Duumvirate: He and Shockwave briefly attempt to become this after Megatron's death by working together to rebuild the Decepticons and clone a new army of Predacons to conquer Cybertron. Unicron's arrival, among other factors, puts an end to it.
  • Big Bad Wannabe: He's actually in command of the Decepticons for the first half of Season 1 due to Megatron's Convenient Coma, but it's clear that he doesn't command the same respect among the troops that his master does, and when Megatron returns, Starscream quickly falls by the wayside and never manages to upstage him. Even when Megatron is out of the picture in Predacons Rising, Screamer can barely get two Mooks to serve him.
  • Big "NO!": When Megatron is killed and is falling off the Nemesis, towards the Earth, Starscream of all bots is screaming in rage.
  • Big Ol' Eyebrows: So big his eyelids are hidden right under them.
  • Break the Haughty: The second half of Season 1, and Operation Bumblebee.
  • Bullying a Dragon:
    • Frequently tries usurping Megatron's leadership and spews slander about him behind Megatron's back - all for Megatron to find out sooner or later.
    • Told Arcee he was the one who killed Cliffjumper — while he was handcuffed and at Arcee's mercy.
    • Tried to wrest an Energon crystal from an Insecticon in "Crossfire" and then kicks the beast for refusing to give it to him.
    • With literal dragons Predaking, Darksteel and Skylinx, he electrocuted them with a prod.
  • Butt-Monkey: As usual luck for the typical Starscream, he doesn't have a lot going for him in the luck department. Most of his activities in any field often result in either humiliation or agony, or agonizing humiliation. He also gets little respect among the Decepticons and Autobots because of his sycophantic and cowardly nature. This exchange with Miko sums it up quite well:
    Starscream: Even the strongest armor can't protect the weakest of creatures.
    (Miko, equipped with the Apex Armor grabs his arm and gives a Death Glare)
    Miko: Protected you, didn't it?
    Cue Screamer's Oh, Crap! face
  • Character Development: After being allowed to rejoin the Decepticons, Starscream starts thinking a bit more logically and acting more loyally, which is taken to a hilt when he openly mourns Megatron after Bumblebee kills him.
  • Chest Insignia: A small Con symbol.
  • The Chew Toy: His life slowly falls apart over the entire course of the first season, and nearly all of it is his fault.
  • Classic Villain: Ambition, Greed, Pride, and Wrath.
  • Clipped-Wing Angel: In "Shadowzone", Starscream boasts about his power after imbuing himself with Megatron's original shard of Dark Energon and facing down a squad of Autobots by himself. He immediately gets his arm blown off and is sent scrambling for a rescue GroundBridge.
  • Co-Dragons: As of Beast Hunters, he's this with Shockwave. Starscream handles military matters while Shockwave attends to the scientific, though Starscream doesn't enjoy sharing his position.
  • Combat Pragmatist:
    • When Arcee tries to get him to agree to a fair fight, he refuses and begs for mercy... so she'll get close enough for him to cause her serious wounds before actually fighting.
    • He kills two Vehicon guards when sneaking aboard the Nemesis by distracting them with small talk, then shooting one and impaling the other.
  • Combat Stilettos: A design choice that has not gone unnoticed in the fandom or in-universe, being lampshaded by Smokescreen in "New Recruit". Its presence is downplayed through specific camera angles, though.
    Smokescreen: Starscream? I heard about that stiletto-heeled creep back on Cybertron!
  • Composite Character: of the original Starscream and several other characters.
  • Cool and Unusual Punishment: His punishment of Knock Out is to scratch his car finish.
  • Cool Plane: He transforms into an F-16 Fighting Falcon jet.
  • Creepy Long Fingers: He can use them as weapons, too.
  • Dangerous Deserter: From "Partners" until "Patch". He went rogue and deserted Megatron, but then got hungry being starved of Energon, tried stealing it from Megatron's fridge in "Orion Pax, Part 1", and finally crawled back to him reinstated as the military commander.
  • Darker and Edgier: He gets this treatment in the sequel show Robots in Disguise, apparently having become more hostile and aggressive as a result of being the punching bag of the Decepticons for the duration of the Prime continuity.
  • Deadpan Snarker: He has his moments of this.
  • Dirty Coward: Especially when he lacks a shipfull of Vehicons at his command.
  • The Dragon: To Megatron, as is tradition.
  • Easily Forgiven:
    • In a contrast to Generation One Starscream (who was never really punished for his blatant insubordination) and Animated Starscream (who Megatron actively tried to kill once his treachery was found), this Starscream is neither easily forgiven nor are his skills and talents ignored by Megatron as an asset. After operating as a third party against both Decepticons and Autobots, he is only accepted back in their ranks as part of a greater plan by Megatron to curtail the infighting by making it clear any hint of insubordination would no longer be tolerated.
    • When Shockwave returns in "Scattered", he initially questions why Starscream abandoned him after the Spacebridge explosion, which meant he spent years trapped alone on Cybertron; however, he relents when Starscream explains that nobody thought he could've survived the explosion, deeming Starscream's explanation logical.
  • Even Evil Has Loved Ones:
    • He comes to genuinely care for Knock Out as a friend and sees Megatron as a kind of father figure when the latter gives him the forgiveness that he frankly is undeserving of, enough so to be torn by genuine grief and rage when Bumblebee kills him.
    • In Robots In Disguise's last issue, it is revealed that one squad of three Vehicons (including Steve) survived to the war's end because he assigned them to a mission. These three are very loyal to him and betray Steeljaw when they realize that Steeljaw wasn't sent by Megatron.
  • Even Evil Has Standards:
    • In "Darkness Rising, part 2", Starscream is horrified by Megatron's use of Dark Energon. By the time of "Shadowzone", however, he has gotten past this, instead coveting such power for himself.
    • In "Crisscross", he proves that he's not completely ungrateful, freeing Arcee as repayment for her earlier mercy.
    • He's genuinely horrified and repulsed when Unicron reveals that he's possessed Megatron's body, and then resurrects a legion of undead Predacons.
  • Evil Gloating: He doesn't ever shut up about killing Cliffjumper.
  • Evil Sounds Deep: Not as deep as Megatron's voice, but still pretty deep since thanks to his voice actor.
  • Evil Virtues: Ambition, Determination, and surprisingly enough, Gratitude.
  • Fantastic Racism: He doesn't think much of ground-based alternate modes.
    Starscream: [to Knock Out] Yes, right, you' of those.
  • Faux Affably Evil: While he can be polite and servile, he's always conniving and lives up to his namesake trope.
  • Four-Temperament Ensemble: Choleric.
  • Fragile Speedster: He's basically like Arcee in this regard. He hits strong and quick, but goes down down easily when he’s hit.
  • Genre Blind: He has his moments. Seems to be a particular problem in the third season.
  • Glowing Eyes of Doom: Both in red and purple.
  • Good Scars, Evil Scars: He's been left with a slash on his face, just below his left eye, after his encounter with Arcee in "Partners" when she tried to kill him. He even comments on it when he introduces himself to Silas, who has some facial scars of his own.
  • Green-Eyed Monster: Towards Shockwave. And he's not shy about it either.
  • Guttural Growler: Comes with being voiced by Steve Blum.
  • Handicapped Badass: Loses his ability to transform early into season 2, though he regains it when Knock Out gives him a new T-cog towards the end of the same season.
  • The Heavy: For most of season 1 until Megatron's return.
  • Heel–Face Door-Slam: He tries to join the Autobots during "Partners" after becoming a pariah to the Decepticons, but Arcee tries to kill him after discovering that he killed Cliffjumper. He winds up striking out on his own instead.
  • He's Back: After being gone for several episode "Orion Pax, Pt. 1" shows him sneaking onboard the Nemesis to make off with some pilfered Energon Cubes, and along the way, brutally killing the two Vehicons guarding said Cubes.
  • How the Mighty Have Fallen: In season 2, though he is starting to get better. See Ineffectual Sympathetic Villain below.
  • Hypocritical Humor:
    •  When Bulkhead, who can't fight back due to holding a collapsing cave ceiling up, tells him he's not going to beg for mercy, Starscream nervously agrees that begging would be rather pathetic. Hours earlier, Starscream was begging for his life with Megatron's cannon to his head.
    • He considers Shockwave an arrogant glory hog. Keep in mind that he was opposed to letting him interrogate Arcee and Cliffjumper because he was annoyed that Shockwave would take all the credit.
    • He bitterly calls Airachnid a "showoff", about a minute after getting smug about how his altmode has thrust capacity and hers doesn't.
  • Hypocrisy Nod: While he won't admit it out loud, Starscream's embarassed reaction does indicate that he acknowledges the hypocrisy in his response towards Bulkhead's defiance.
  • Ineffectual Sympathetic Villain: When he loses his ability to transform thanks to MECH taking his T-Cog, Starscream becomes little more than a bum scavenging for Energon scraps and selling information to Autobots in exchange for medical treatment. This ends as of "Triangulation" where, throughout the remainder of Season 2, he gains the Apex Armor, loses it but acquires Red Energon which he uses to retrieve all four Omega Keys, which he uses as bargaining chips to return to the Decepticons.
  • The Informant: His role in season 2, selling information to the Autobots in exchange for medical treatment.
  • Insistent Terminology: "It! is! 'LORD'!"
  • Irony:
    • In "Operation Bumblebee, Part 2", Starscream mocked Bumblebee with his lost T-Cog and how being unable to transform must have been a terrible experience. Upon destroying it and being subjected to dissection by MECH following, he finds his own T-Cog missing.
    • He always sought after Megatron's throne. And yet in "Predacons Rising" when it seems he gets to have it for good, the Predacons arrive and Starscream is last seen cowering on top of the throne before they attack.
  • It Has Been an Honor: Said almost verbatim to Knock Out in Thirst when he thought they were going to die. The moment is lost when they're confronted by Megatron and he pins the blame on Knock Out.
  • I Owe You My Life: The reason for his sudden Undying Loyalty to Megatron in late second season and the entire third season, after when Megatron not only allows him back to the Decepticons, but also saves his life from a vengeful Dreadwing by killing him before he can kill Starscream.
  • Jerkass: He's not the nicest Decepticon around, to say the least. Though he does have his Pet the Dog moments as mentioned below.
  • Jerk With A Heart Of Jerk: This exchange in "Triangulation" puts it best:
    Starscream: ...and I cannot believe you would take our alliances for granted; helping to restore your memories, saving Arcee's life...
    Optimus: While you have, at times, proved beneficial to us, it has been only to further your own interests.
    Starscream: Well, we all can't be as selfless as you now, can we?
  • Kill 'Em All: The chief architect of the Predacon clone genocide in season 3.
  • Klingons Love Shakespeare: Starscream at one point surfs the internet to see if the human datanet would be useful. His search results are... interesting.
    Starscream: A trillion gigabytes of data, none of it useful! [Watches animated .gif of a monkey dancing in a tophat and diaper] Though some... oddly engrossing.
  • Kneel Before Zod: To the point where even other Decepticons get annoyed by it.
  • Lantern Jaw Of Injustice: It may even rival Animated Screamer's chin!
  • Large Ham: On occasion.
  • Laser-Guided Karma: A frequent victim of this. His manipulation of events leading up to the Predacon genocide, as well as his treatment of the three Predacons in the series (Predaking throughout the third season, Darksteel and Skylynx in "Predacons Rising") culminates in the trio cornering him in a confined space in the finale. What happens to Starscream isn't shown, but it most likely wasn't pleasant and Robots in Disguise implies he barely escaped with his life.
  • Last Villain Stand: When Megatron is killed by Bumblebee, Starscream attempts to do this to avenge him, but is stopped by Shockwave.
  • Laughably Evil: Zigzags between this and Knight of Cerebus.
  • Lean and Mean: He's even worse than Soundwave in the "mean" department, too. Soundwave's at least pragmatic, while Starscream is just plain sadistic.
  • Manipulative Bastard: He tries, but it doesn't always work.
  • Mighty Glacier: Thanks to the Apex Armor.
  • Mister Big: Downplayed Trope. He's still a giant robot and no shorter than the average Vehicon. Still, when compared to everyone else, especially Megatron and Optimus, he really isn't all that physically imposing. Until he gets the Apex Armor.
  • Mythology Gag: When Starscream loses an arm, Knock Out offers a replacement equipped with a Null Ray, one of G1 Starscream's signature weapons. Starscream immediately declines.
  • The Napoleon: Isn't the tallest of Decepticons, but is certainly one of the most ambitious.
  • Nice Job Fixing It, Villain!: In Thirst, he has Knock Out infuse Cylas with Dark Energon, which not only leads to Cylas causing havoc around the ship and freeing Airachnid, but also costs Megatron all of the Insections under his control, as well as a significant number of his Vehicon soldiers. Megatron is not happy about it.
  • No-Holds-Barred Beatdown: He's victim to many of these from Megatron. Whatever Predaking, Darksteel and Skylynx did to him was probably this at best.
  • No One Could Survive That!: Optimus and Dreadwing both write him off as scrap after Dreadwing detonated a series of bombs that sent Starscream plummeting through the Antarctic ice. Of course, he was wearing the Apex Armor at the time.
  • Not-So-Harmless Villain: Whenever he seems to fall into Ineffectual Sympathetic Villain territory, he finds a way to snap back to being a threat again.
  • No-Sell: Once he gains the Apex Armor, he casually shrugs off everything Optimus and Dreadwing could throw at him.
  • Open Mouth, Insert Foot: Starscream's silver tongue might sometimes get him what he wants, but his big mouth puts him in trouble just as often. When he's just deserted and Arcee starts bonding with him over their hatred for Airachnid, he blurts out that he, not Airachnid, killed Cliffjumper. Later when he causes Silas to lose Bumblebee's T-cog, he just stands and talks and eventually gets stunned and robbed of his own T-cog.
  • Pet the Dog:
    • Starscream may have no sense of honor, but it appears he's not without a sense of gratitude, as shown when he repays Arcee's mercy towards him in Season 1 by sparing her life when he could have killed her instead. More details in Villainous Virtues below.
    • In "Thirst", he also tells Knock Out that It Has Been an Honor when he thinks they are both about to die. Even though he tried to blame Knock Out for the incident going on at the time straight after when caught by Megatron (he can't help who he is), it doesn't change the fact that when there's nothing else left to lose, even Starscream of all people is capable of showing friendship towards another being.
    • In "Deadlock", Starscream seems genuinely distressed and enraged when Megatron is killed by Bumblebee. This is a far cry from earlier in the series when he genuinely desired to see Megatron perish so he could take command of the Decepticons for himself.
  • Power High: Whenever he gets any new power, physical or political.
  • Pride: His fatal flaw. Starscream is competent at leadership, can deliver a pretty impressive veneer of charisma to keep the rank and file in line, and he's a good enough Combat Pragmatist that he can get by in combat, but he tends to overestimate just how good he is at all of these when facing off with the Autobots or other Decepticons.
  • Psychotic Smirk: He rarely isn't doing it.
  • Puppy-Dog Eyes: For a backstabbing psychopath, he's disturbingly effective at this. Case in point.
  • Put on a Bus: Disappeared for a time after "Partners" and The Bus Came Back in the second season premiere "Orion Pax".
  • Red and Black and Evil All Over: His color scheme.
  • Red Eyes, Take Warning: Like most Decepticons.
  • Red Oni, Blue Oni: The Red to almost anybody you pair him with, but especially his Foil Soundwave.
  • Remember When I Killed Cliffjumper?: Time and time again, he brings up the fact that he killed Cliffjumper. Since it's one of few times in the series when we see a Decepticon kill an Autobot, he's pretty proud of it.
  • Scars Are Forever: Never shown to get them fixed, even though theoretically he should be capable of having it done.
  • Screams Like a Little Girl: As time goes on, Starscream starts doing this more often.
  • Send in the Clones: He does this, in an effort to assassinate Megatron. It almost works, but Bulkhead kills a clone that gets too arrogant; three more find Megatron, but are killed after Airachnid's Insection attack distracts them. The last tries turning on the original and gets brutally dispatched.
  • Self-Surgery: He comes close in the beginning of "Triangulation", when he tries to put the T-Cog he recovered from his dead clone into himself.
  • Sensitive Guy and Manly Man: His cowardice and relative lack of power in combat contrast him with Megatron's Manly Man.
  • Shapeshifter Mode Lock: MECH stole his T-Cog and left him stuck in robot mode for a time. He swiped a new one from one of his dead clones, which Knock Out surgically implants when he rejoins the Decepticons.
  • Sissy Villain: He's mocked for his stiletto heels.
  • Slasher Smile: The few times he isn't doing a Psychotic Smirk, and he's fairly good at them, to say the least.
  • Slouch of Villainy: The way he's often animated.
  • Smug Snake: A legitimately threatening antagonist, but still not nearly as smart, charismatic, or deadly as he thinks he is.
  • The Sociopath: Despite a few Pet the Dog moments aside, he shows many symptoms of sociopathy; his inflated sense of self-worth, disregard for everyone but himself, and habitual lying/manipulation being the most prominent ones
  • Spanner in the Works:
    • Unknowingly, to Megatron's attempts to deceive Orion Pax. Megatron told Orion that Starscream is dead. When Starscream snuck aboard the Nemesis and came across Orion, he referred to him as Optimus Prime. Needless to say, a dead bot calling you by another name was the first dent in Megatron's deception and if not for his sudden appearance and subsequently passing information to the Autobots about the Space Bridge, Optimus would likely have remained Orion Pax.
    • In "Hard Knocks", Starscream uses Red Energon and steals the third Omega Key, hampering both teams' efforts and causing them to both believe that the other stole it first. This causes Megatron to speed up his plan to flush the Autobots out.
  • The Starscream: He's a great deal subtler about this than the other fellow, blurring the line between this and the Bastard Understudy at times.
    • By the end of the first season, he seems genuinely humbled and willing to give up his treachery and declare his Undying Loyalty to Megatron. Until he's betrayed by Airachnid and captured by the Autobots, then nearly killed by Arcee which convinces him to ditch both sides.
    • By the time of the third season, it's completely averted and Starscream is completely loyal to Megatron. Most notable is in "Deadlock" after Megatron is killed by Bumblebee, Starscream genuinely vows to avenge him.
  • Super Speed: Gains Red Energon in "New Recruit", then refines and uses it in "Hard Knocks" to gain this.
  • Take a Third Option: After becoming a pariah to the Decepticons and not being welcomed into the Autobots as a form of revenge, Starscream basically says "screw the both of them" and decides to be part of neither faction.
  • Those Two Bad Guys: Becomes this with Knock Out later in the series.
  • Tempting Fate: Starscream probably shouldn't have gloated too much about his ability to transform to Bumblebee before he flew back to Silas.
  • Too Clever by Half: His plans are often reasonably well thought out, but owing to his arrogance, he often leaves out miniscule details which end up unravelling the entire plan.
  • Took a Level in Badass: Things finally seem to go his way in "Triangulation", as he obtains the Apex Armor, and throws Optimus and Dreadwing around like ragdolls. And even though he loses it to a Phase Shifter-wielding Smokescreen, he gets a shard of Red Energon in exchange, which he uses to steal three Omega Keys from the Autobots. And when he gets his T-Cog back and rejoins the Cons, he leads an airborn armada and even shoots down Wheeljack.
    • In Season 3, when things stop going his way for a while, he eventually engineers a perfect plan to eliminate the Predacon clones, and hinder Shockwave's efforts in the process. Then he's seen saving Megatron from Predaking and in the final fight onboard the Nemesis he's actually holding his own and refusing to run.
  • Took a Level in Kindness: Has some. In "Operation: Breakdown" episode, he comes to Breakdown's rescue while Megatron did not allow him to do. He also saves Arcee from Airachnid and has some Pet the Dog moment with Knock Out in "Thirst".
  • Torture Technician: Took this position in Season 1 and in a Season 2 flashback. Shockwave ultimately proves better at it than he does.
  • Tsundere: Type A toward Knock Out. They always argue with each other though Starscream cares for him.
  • Twin Telepathy: Of a sort. Starscream feels all of the pain that his clones experience. This doesn't dissuade him from killing the last one before he could betray him.
  • Uncertain Doom: It's unclear whether he survives his encounter with the Predacons by the end of Predacons Rising. Georgia Ball, writer of the sequel series's comic tie-in jokingly asked if she could ressurect him for it. ''Robots in Disguise reveals he did in fact survive, and even managed to inadvertenly kill Skylnyx and Darksteel in the process (at least, so he claims).
  • Underestimating Badassery: Has a VERY bad habit of this. Then again, this is Starscream we're talking about here. Ruthlessly lampshaded in the episode "Patch".
  • Undying Loyalty: Yes, when shown genuine forgiveness (however final) for his treachery, Starscream becomes this towards Megatron in late Season 2 and the entirety of Season 3.
  • Unexplained Accent: Sometimes has a British-ish accent, despite no other Transformer having one. Also oscillates between a British accent and an American one, seemingly randomly.
  • Uriah Gambit: In "Evolution", he didn't tell Shockwave that his Batman Gambit was underway in hopes that the Autobots would scrap him. When Shockwave questions this, Starscream tells him that it was to make it seem genuine. It doesn't work, but it does force Shockwave to retreat without saving his research, thus lowering his usefulness to Megatron. Also, the whole thing with Predaking himself.
  • Villain Ball Magnet: He really shouldn't have taken credit for Cliff's death in Arcee's presence.
  • Villain Team-Up: With MECH in "Operation Bumblebee". It doesn't end well for him.
  • Villainous Breakdown: Had one after Megatron's return.
  • Villainous Friendship: Type 1 with Knock Out; on the level of both being sarcastic Sissy Villains, they are able to relate to and understand each other perfectly.
  • Villainous Rescue: Saves Arcee from Airachnid in "Crossfire".
  • Villainous Virtues: Gratitude. What makes this particular Starscream stand out amongst his multiverse counterparts is that once you show him genuine friendship and kindness, he will repay you fully in kind. This is demonstrated in him sparing Arcee whe she was bound and helpless, ("Consider us even") his close friendship with Knock Out, and his genuine sorrow-and-rage at the death of Megatron, whom not only granted him the final forgiveness that he didn't deserve, but saved his life by killing someone (Dreadwing) who was better in every way to him.
  • Weak, but Skilled: He can't take a hit and his striking power has never been shown to be particularly impressive either. However, he's a Combat Pragmatist with enough skill and cunning to rise up to leader of the Decepticons.
  • Welcome Back, Traitor: Megatron allows him to rejoin the Decepticons in "Patch", albeit only after plugging into Starscream's mind and raking him over the coals, making it very clear that if Starscream's thoughts and memories don't illustrate that he's learned his lesson about loyalty then he'll find himself on the chopping block.
  • What Happened to the Mouse?: Did he survive the beatdown that Predaking and his lackeys gave him, or did he just die from it? Robots in Disguise reveals he did.
  • When He Smiles: The just plain... sincere look he gives to Knock Out in "Thirst" was rather jarring in this regard.
  • Wild Card: It's stated that while Megatron is crazy and genocidal, he's still predictable in that way. Starscream, on the other hand, is so unpredictible that he's generally the one to be more careful around.
  • Winged Humanoid: And they actually do something, too.
  • Wolverine Claws: His fingers resemble talons and he has no qualms about using them as weapons. It's funny, considering one of Steve Blum's most famous roles.
  • Would Hurt a Child: Displayed as he terrorizes Miko in "Rock Bottom," and again during "Darkest Hour".
  • Xanatos Gambit: His Batman Gambit in "Evolution." The Autobots either destroy Predaking and the Predacons or Predaking will destroy them. Either way, they lose an enemy.

    Soundwave & Laserbeak 

Click here to see his Alt-mode 
(Quoting Starscream) Must bear witness…

Voiced by: Frank Welker
First Appearance: "Darkness Rising: Part 1"

One of Megatron's earliest followers and a fellow gladiator of Kaon, Soundwave is absolutely loyal to Megatron, providing communication and technical skills that gives Megatron's strategies a precise edge. While capable of talking, he prefers to stay quiet and observant, talking only by repeating certain phrases back to explain his point. His extreme competence and significant skill give any troops with delusions of grandeur (such as Starscream) second thoughts.

  • Ace Pilot: Technically he's piloting himself, but he's still one of the best flyers in the show. Only Optimus' upgraded form from the third season has had any real success in fighting him in the air.
  • Adaptational Badass: This is likely the most threatening incarnation of Soundwave to date, even down to his altmode. Soundwave's flight mode is patterned after an MQ-9 Reaper drone, which is designed for endurance, not speed. The top cruising speed of a Reaper is about 200 miles per hour. Soundwave, however, can easily keep up with Starscream, a jet fighter capable of supersonic flight. Justified, in that Soundwave is only imitating the form of a Reaper, but doesn't need the fuel-efficiency compromises of the real thing.
  • Almighty Janitor: Downplayed as the role of Communications Officer is an important role, but it doesn't quite encapsulate Soundwave's skills. Given his battle record, reputation and closeness to Megatron, he could easily fulfill the role of second-in-command and do a much better job than Starscream, Airachnid, or even Dreadwing. Even when Megatron appeared dead, Starscream (who at the time technically outranked Soundwave) had to convince Soundwave that he's worthy of command. Airachnid later found out exactly why this step was important.
  • And I Must Scream: Gets trapped in the Shadowzone in "Deadlock", similar to the zombified Skyquake. Robots in Disguise shows that he seems to be doing pretty well for himself there, though...
  • Auto-Tune: Whenever he plays back a person's voice, they're given the same electronic echo his classic voice was known for.
  • Badass Baritone: When he finally speaks in "Minus One".
  • Badass Boast: The only four words he spoke in "Minus One" (and the entire series) before shutting down. And he later backs them up.
  • Badass Bookworm: The Decepticons's communication chief who once served as a former gladiator of Kaon that almost bested Megatron.
  • Badass in Distress: In "Minus One", the Autobots manage to capture him, but he manages to break himself out with a little help from Laserbeak. He also ends up trapped in the Shadowzone, but as of the end of Predacons Rising he hasn't been freed yet.
  • Beware the Quiet Ones: Don't be fooled by his background appearances and slow-moving nature. He delivers a Curb-Stomp Battle to Airachnid when she tries to usurp Megatron's command in "One Shall Rise, Part 3". The only step he takes in the entire fight is on her head. This causes Knock Out to quote the trope almost word for word.
  • Big Brother Is Watching: He, uh, "sums up" this trope visually by taking a photograph of the kids even as Miko is taking a photo of him, as if to say, "I've got my eye on you." He's in charge of intercepting all sorts of radio transmissions and spying, but most of all, he keeps the rest of the Decepticons in line because they all know that he's spying on them. It was this that kept Starscream from abandoning a comatose Megatron on numerous occasions. His altmode even looks like a spy drone.
  • The Blank: He doesn't seem to have any facial features as far as we can tell.
  • The Bus Came Back: He eventually returns in Robots in Disguise, many years after his master's original defeat. It has yet to be seen whether he knows the Decepticons have officially disbanded.
  • Chessmaster Sidekick: Soundwave not only keeps an eye on everything, he's also feared by almost everyone (with Airachnid learning exactly why you shouldn't pick a fight with him), to the point where Starscream kept trying to tiptoe around him/gain his approval whilst attempting to usurp Megatron. Also, according to one of the background novels, Soundwave almost bested Megatron in gladiatorial combat. Megatron.
  • Combat Pragmatist: Calls in Laserbeak to distract opponents when fighting, and when an enemy's sufficiently dangerous he will use a Ground Bridge to send them away.
  • Combat Tentacles: Yet another callback, though he prefers radio telescopes to satellites this time around.
    • And he's able to use them to pick Wheeljack up and throw him around like a ragdoll. By the head.
  • The Comically Serious: Put him in a room with Starscream or Knock Out, have some popcorn on hand and enjoy the show.
  • The Confidant: Sometimes he is this to Megatron.
  • Composite Character:
    • Of several Soundwaves throughout the franchise. Notably, he has the movie version's tentacles. In Robots in Disguise, he also gains a body and voice closer to his G1 counterpart.
    • He's a Hypercompetent Sidekick to a faction leader who has both expert technical skills and very formidable combat prowess. He isn't in command simply because he doesn't want to, but he's second in command in all but name and even the people officially picked for the role have to gain his approval. That sounds like an Evil Counterpart to Rhinox, specifically.
  • Convenient Coma: Self-induces one by crashing his hard drives to prevent the Autobots from accessing his data. Laserbeak apparently carries a back-up of his data for just such an occasion.
  • Cool Plane: A Reaper drone, to be exact.
  • The Cracker: Shown to effortlessly take control of military computers as soon as he reaches them; also, he's the Decepticon given the task of continuing decrypting the Iacon archives.
  • Crazy-Prepared: Turns out Laserbeak has copies of all of Soundwave's data should his systems crash. Still think storing that seemingly comatose robot in your base was a good idea?
  • Creepily Long Arms: His arms are long and thin
  • Creepy Long Fingers: They can interface things.
  • Creepy Monotone: In "Minus One", he briefly speaks in a deep, monotonous voice before shutting down.
  • The Creon: He's been with Megatron since the Decepticons' original beginnings in the gladiatorial pits of Kaon and while officially only his communications officer he's consistently been given trust and responsibilities that make him Megatron's second-in-command in all but name. Not once has he ever shown any desire to be anything more, even despite there being implications he's just as strong as Megatron.
  • Curb-Stomp Battle: He's the undisputed master of this trope. To put it into persepctive, the only fight with him that didn't end in an out-and-out Curb-Stomp Battle was his fight with Wheeljack, and he still won that one.
    • Delivers one to Airachnid in "One Shall Rise, Part 3" when she tries seizing command of the Nemesis, and their fight literally ends with his foot on the back of her head. To put this further in perspective, this fight marks him as the only character in the entire series to win a physical confrontation without moving from the area he was standing. He only takes one step in the fight, that step being planting his foot on Airachnid's head.
    • Manages to Ground Bridge Arcee out of the Nemesis during "Orion Pax, part 1".
    • Delivers another one to Smokescreen in "Hard Knocks" with a single shot from the Resonance Blaster.
    • Knocks Optimus Prime out of the fight by having Laserbeak electrocute him in "Project Predacon."
    • Delivers another one to Airachnid in the same way he dealt with Arcee, by Space Bridging her and the Insecticons onto Cybertron's moon.
    • Deals yet another one to Bulkhead, Agent Fowler, and Smokescreen in "Minus One", electrocuting Bulkhead and Smokescreen and knocking Fowler aside when he captures Ratchet.
    • And deals one last one to Magnus, Bulkhead, and Wheeljack during the series finale where he Groundbridges them into a pit full of waiting Vehicons.
  • Deadpan Snarker: Despite not even talking.
  • Defiant to the End: In "Minus One," he crashes his own drives to prevent the Autobots from accessing them, and even delivers a familiar taunt moments before going off-line. It wasn't a permanent death, of course, more like a self-induced coma, but it still fits.
  • Detachment Combat: His chest-mounted Deployer, Laserbeak.
  • The Dragon: While he's mainly the Evil Genius of the group, he's also the most loyal to Megatron, having personally thwarted several attempts to depose of or abandon his leader. Although several other Decepticons take the official title of First Lieutenant, Soundwave is comfortable enough in his own position to not care.
    • Co-Dragons: First with Starscream, then Airachnid, followed by Dreadwing. Currently, Soundwave shares relatively equal standing with Megatron's two First Lieutenants, Starscream and Shockwave.
  • The Dreaded: By the other Decepticons, funnily enough, and for good reason. His role as Communications Chief and his Undying Loyalty to Megatron means that no one can even think about overthrowing Megatron while he's around. And as Airachnid learns the hard way, only a fool with a death wish would even dream of fighting him.
  • Drone Deployer: Owing to the fact that he's Laserbeak's master.
  • Enigmatic Minion: Due to his silent nature, it's really hard to know what's going on in his head..
  • Even Evil Has Loved Ones: Aside from his genuine loyalty to and Villainous Friendship with Megatron, he seems to care for Laserbeak.
  • Evil Genius: Shares this role with Knock Out and Shockwave, though he specializes in espionage and surveillance.
  • Evil Sounds Deep: In Minus One, he briefly speaks in a deep, almost Voice of the Legion like voice before shutting down.
  • Expressive Mask: He doesn't really use facial expressions (barring a time when he posts a Smiley to mock Optimus) but instead his faceplate displays maps, soundwaves, photographs or other data. So he doesn't need to say out loud "I'm downloading data," he can just have a progress bar on his faceplate. Or "The Autobots are here, Starscream!" He just shows a map.
  • Expy/Shout-Out: Hmm. A tall, lanky, faceless, silent, enigmatic figure with long arms and tentacles? Sounds like a certain suit-wearing horror-story villain.
    • To further drive the comparison home, his Fan Nickname? Slendercon.
  • The Faceless: The visor seems to be his only facial feature.
  • Fate Worse than Death: After using the Decepticon Ground Bridge numerous times to defeat the Decepticons' various enemies, Soundwave is ultimately undone by a similar trick when the humans use two Ground Bridges to trap him in the subdimension from "Shadowzone". As Robots in Disguise shows, he was still alive and conscious the whole time, though it's not shown if his imprisonment had any long-term effects before he goes back in.
  • Feels No Pain: He barely reacts when Wheeljack cracks his visor in a fight — which, for all we know, may well be closest thing he has to a face. Being tackled off the side of a cliff doesn't seem to do much either. His gladiator background may have something to do with all this.
  • Foil: For at least of two characters:
    • Starscream. Both are Decepticons with jet based vehicle modes, but while Starscream is an Ineffectual Sympathetic Villain whose loyalty to Megatron is shifty at best; Soundwave is a stalwart, Hypercompetent Sidekick whose skill at communications give Megatron an edge. Soundwave represents what Starscream could be if he'd stop letting his pride get in the way of his missions.
    • Dreadwing. Likewise, both are Decepticons with jet based vehicle modes, are equally loyal to Megatron, and have loved ones (Laserbeak and Skyquake respectively). However, whilst Dreadwing couples his loyalty with integrity and a sense of honour, Soundwave has no such boundaries and will complete his missions by any means necessary.
  • Foreshadowing: His combat capabilities and status as The Dreaded were foreshadowed as far back as near the first episodes as Starscream is almost never seen berating him like Knock Out or Breakdown and at times he even seems outright terrified of Soundwave (such as when he realized Laserbeak was approaching after removing Megatron's Dark Energon shard from his chest and went from gloating about killing Megatron to ordering a rescue and medical team be dispatched to recover him).
  • Four-Temperament Ensemble: Phlegmatic.
  • Gale-Force Sound: The Resonance Blaster.
  • Genius Bruiser: Of the espionage and surveillance variety.
  • Guttural Growler: When he finally speaks in "Minus One", it's in a deep, growling tone.
  • Hoist by His Own Petard: His go-to move, GroundBridging threats away, is used against him to send him to the Shadowzone.
  • Hypercompetent Sidekick: Soundwave doesn't fight or talk much, but is feared by almost everyone. Megatron wouldn't be nearly as effective without Soundwave's eye for detail and Starscream knew he couldn't replace Megatron without gaining Soundwave's approval. Airachnid learned first hand not to cross him. It's very clear that as long as Soundwave is around, no one can come close to taking Megatron down. Unless you count Predacons.
  • Invincible Villain: For most of the series, Soundwave was flat out unstoppable. In every situation he was in, be it fighting, searching for relics and Predacon bones, or getting captured by the Autobots, he always found a way to snatch victory. He loses this status when he's trapped in the Shadowzone.
  • Ironic Echo: Almost all of his "dialogue".
  • The Juggernaut: Nothing has ever actually stopped him. Be it searching for relics and Predacon bones, fighting enemies, or getting captured by the Autobots, he always comes out on top. It takes trapping him in the Shadowzone to finally stop him.
  • Klingons Love Shakespeare: If the Hub's take on 'behind the scene' is any indication, Soundwave, of all people ,is a brony, along with Megatron.
  • Lean and Mean: One of the thinnest Decepticons on the show, though he's not as mean as the others.
  • Let's Get Dangerous!: During "One Shall Rise Part 3" Airachnid tries to seize command of the Nemesis and abandon Megatron. Soundwave quickly changes her mind.
    • And in "Thirst" the sight of Airachnid and the Insecticons causes him to clench his fist, showing that he means business.
  • Make Me Wanna Shout: While being held captive by the Autobots, he responds to their interrogation by emitting a sonic pulse to make the Autobots and humans alike temporarily double over in pain.
  • Menacing Stroll/Unflinching Walk: Soundwave rarely, if ever, runs towards things. He always walks in that slow, even pace.
  • Nerves of Steel: Nothing scares him. Whether it be an Autobot rampaging inside his base, a Wrecker charging him head on, a series of Terrorcons running round the base, or Airachnid and her horde of Insecticons running at him, he handles it with a cool and collected head. Consider that for the last two of that list, Starscream and Knock Out were scrapping themselves and Megatron was extremely pissed off. Further demonstrated in Minus One where despite being captured and interrogated by the Autobots, he never panics or loses his cool, and doesn't divulge any information to them.
  • No-Nonsense Nemesis: Though Soundwave prefers to sit on the sidelines and monitor communications, if he's given a mission, he'll complete it with terrifying precision and ruthless efficiency. Especially demonstrated in Minus One. The moment Laserbeak uploads his directive to capture Ratchet, he immediately gets to work, effortlessly electrocuting Bulkhead and Smokescreen and knocking Fowler out of the way when they try to interfere.
  • Not Even Cybertronian: In Minus One, after the interrogation goes nowhere, Ratchet suggests cutting Soundwave open to access his hard drives, claiming that Soundwave is "No ordinary Cybertronian, inside or out". Exactly what is meant by that is unclear, though he does display multiple abilities the other Tranformers don't, such as an inbuilt ground bridge.
  • Number Two: To Megatron.
  • Oh, Crap!: Occasionally communicated through body language and always downplayed. Usually accompanied by a shift in tactics designed to give him the upper hand, such as discreetly getting a tentacle around the Resonance Blaster or summoning a surprise Ground Bridge portal. It's clear he was genuinely surprised to see Airachnid and the Insecticons revolting against Megatron in Thirst.
  • Only Sane Man: Along with Dreadwing and Shockwave, he seems to be the only calm and reasonable Decepticon. Even then, he's far less fettered than Dreadwing.
  • Paranoia Fuel: In-universe for both the Decepticons and the Autobots. For the Decepticons, his Undying Loyalty to Megatron and his job as communications chief means that he's always watching. No matter what you do, he's always there. If you have a secret, he will find out. Any insubordination will be snuffed out. And for the Autobots, just one slip up could let Soundave pinpoint the location of their base. Especially demonstrated in "Darkmount, NV" where he managed to track down Jack when he sent a text to June.
  • Pet the Dog: He passes up an opportunity to kill Wheeljack in order to try and save Laserbeak from Ratchet uploading a virus into him. Earlier in the series, he also permits Starscream to confess and vow to start anew, despite the two of them not agreeing for obvious reasons.
  • Pragmatic Villainy: Wouldn't be caught dead with the Villain Ball. So far, this policy has worked very well for him.
  • Punch-Clock Villain: Somewhat. Soundwave is a villain and is as equally dangerous as the rest of the Decepticons. However, he's not driven by delusions of grandeur nor is he sadistic. The only reason he does any of the things he does is out of his loyalty to Megatron and the Decepticons.
  • Purple Is Powerful: Parts of his armor are colored purple, and he has more than enough skill and competence to back up the "powerful" part.
  • Red Oni, Blue Oni: The Blue Oni to pretty much anyone you care to compare him to, but especially to his Foil Starscream.
  • Retired Badass: This silent and unassuming bot was once a gladiator who almost killed Megatron in the arenas of Kaon. Yes, the same Megatron who can go toe-to-toe with Optimus Prime. Let that sink in for a moment. And as his fights throughout the series are any indication, he hasn't lost his touch.
  • Screens Are Cameras: His faceplate functions as a display screen and camera.
  • Shock and Awe: His tentacles can electrocute opponents just like Laserbeak's.
  • Signature Move: Fond of Ground- or Space-Bridging objects or would-be opponents out of the fray. It ultimately becomes his undoing.
  • Silent Antagonist: He "speaks" by replaying clips of other characters' voices, and that's when he's really feeling chatty. More often, he just plain doesn't speak at all. It's finally subverted in "Minus One" where he briefly speaks before shutting himself down.
  • Sinister Surveillance/The Spymaster: Essentially his primary purpose. He rarely gets involved in combat, but serves as the Decepticons' "eyes and ears".
  • The Spock: Despite whoever might be in charge of the Decepticons at any given point, he's always this. Currently shares the role with Shockwave.
  • Stupid Statement Dance Mix: Makes one out of Optimus's question during the Autobot's interrogation. Lampshaded by Miko.
    Miko: Whoa. Optimus Prime, the remix.
  • Suddenly Voiced: After two and a half seasons, Soundwave finally, briefly speaks in "Minus One" before going offline.
  • The Stoic: Never speaks in his own voice and barely shows any sign of emotion. Though he's not above Tranquil Fury.
    • Not So Stoic: A non-sadness-related version—in "Darkest Hour" when Megatron, Knock Out, and Starscream are laughing a truly Evil Laugh while using the Omega Lock to cyberform the Earth in the face of the Autobots, if you look at him in a shot where Megatron is laughing you will see that his head is bobbing as if he were laughing too. Whether this is actually revealing that he's really as sadistic as the other 'Cons or is just a freak animation error is ambiguous.
  • Teleporters and Transporters: He's directly wired into the Decepticons' Ground and Space Bridge arrays, allowing him to summon portals with great speed and accuracy. Clever use of this system in battle has eventually become his Signature Move.
  • This Is a Drill: He can use his tentacles as this, whether for digging or for offense.
  • Tranquil Fury: Actions speak louder than words, and a calm, precise application of violence towards Airachnid makes his opinion crystal clear.
  • Troll: Comes off as this during the Autobots' interrogation in "Minus One". When Optimus asks him about Megatron's plans, his response is to make a Stupid Statement Dance Mix out of Optimus' question and later gives a smiley face afterwards. When Optimus asks him again and threatens to use less civil methods, he responds by emitting a sonic pulse that has everyone doubling over in pain, and then he breaks his vow of silence just to proclaim his superiority to the Autobots before shutting down as a last "screw you".
  • Tron Lines: He’s filled with black lines.
  • Undying Loyalty: The most stalwart and loyal member of Megatron's ranks, bar none. Especially evident in "Minus One" where despite being captured and interrogated by the Autobots, he chooses to crash his drives rather than divulge information.
  • The Unfettered: For all that he's not sadistic, don't ever assume Soundwave won't do what's necessary to accomplish his mission, unlike Dreadwing who couples his lack of cruelty with integrity. He is not a Noble Demon; his lack of dog-kicking is only because the dog in question either isn't a threat or isn't part of the mission. God help the poor soul that's in his way or is the mission.
  • Vertical Mecha Fins: Though justified as it's his transformation kibble.
  • Villainous Friendship: With Megatron due to their gladatorial backgrounds.
  • Vocal Dissonance: He's tall, thin, and gangly with spidery fingers and eerily graceful limbs, and transforms into a slender unmanned aerial drone, but has the guttural, demonic voice of Doctor Claw.
  • Vocal Evolution: Of a sort. Frank Welker's still using the same underlying voice (the same as his Doctor Claw voice) as he did in Generation One, but with slightly less electronic distortion added post recording. This makes Soundwave's voice sound a bit deeper and more guttural, much like Frank's performance in the films.
  • Voice of the Legion: When he briefly speaks in "Minus One".
  • Weapon of Choice: Subverted. Despite the Resonance Blaster being a perfect match for Soundwave, he only uses it twice in the whole series, once during his fight with Wheeljack, and again when he captured Smokescreen.
  • Weaponized Teleportation: One of his go-to tactics in battle is to use this defensively by warping his enemies elsewhere to prevent them from participating in combat.
  • Would Hit a Girl: If his confrontations with Airachnid, Arcee, and later Miko are any indication.
  • Would Hurt a Child: In "The Human Factor" and in "Darkest Hour", he proves that the only reason he didn't hurt the children before was because it wasn't his objective. He didn't taunt or threaten Raf like Starscream and Knock Out did with their captives, but that's not saying that much.
    • All bets are off in "Deadlock." First he tries to Ground-Bridge Miko away, then when that fails he takes an actual swipe at her. Too bad he's trapped in the Shadowzone and thus can no longer hurt anyone.


First Appearance: "Darkness Rising: Part 3"

Soundwave's surveillance and attack drone, who rests on his chest when not in use. Widely feared among Autobots and dubiously loyal Decepticons alike as the "eyes and ears" of Soundwave, Laserbeak is one of his most effective tools in both espionage and combat.

  • Attack Drone: Soundwave's specifically.
  • Badass in Distress: For a good chunk of "Triage."
  • Chekhov's Gunman: In "Triage," Ratchet uses it to pass a virus into the Decepticon mainframe that transmits the rest of the Iacon entries to the Autobots. Then, in "Minus One," it frees Soundwave and reboots his systems.
  • Combat Tentacles: Used during its capture of agent Fowler and the fight with Optimus in "Project Predacon".
  • Detachment Combat: Folds out of Soundwave's chest when needed.
  • Glass Cannon: He can deal out quite a bit of damage, but can't take what he dishes out.
  • Highly Audible Spy Drone: Emits a constant whirring noise whenever flying, even in space. Possibly justified as it's a small drone, and a quieter flight system might be cumbersome. There's also nothing to suggest it doesn't shift to a quieter, "fly on the wall" mode while spying...
  • Hypercompetent Sidekick: To Soundwave. He even breaks his master out of the Autobot base for him.
  • It Can Think: Far from unintelligent, and it's shown to have some degree of sentience.
  • Killer Rabbit: Capable of doing a lot more damage than its fragile-looking form would suggest.
  • Shock and Awe: A fan of this from time to time.
  • Villainous Rescue: Rescues Soundwave during "Minus One".

Click here to see his Alt-mode 
I am here on a mission, assigned to me by my one master: Megatron.

Voiced by: Richard Green, Masami Iwasaki (Japanese)
First Appearance: "Masters And Students"

A member of the Seekers, an elite Decepticon unit, Skyquake is undyingly loyal and obedient to Megatron. Once sent to assassinate Optimus, he was later placed on Earth as a sleeper agent for when the time came to revive him. Dreadwing is his split-spark twin.

  • Affably Evil: He's actually rather polite. Notably, when Starscream demands that Optimus Prime bow to him, Skyquake's reaction is to punch the Decepticon, more concerned about him showing disrespect than he is about the presence of the Autobot supreme commander. It comes across as "shut up and let the real warriors talk".
  • Alas, Poor Villain: Invoked by Optimus as the Autobots bury him.
  • Aluminum Christmas Trees: "Skyquake" is a real-life phenomenon, manifesting in a sound from the sky similar to a sonic boom, but its cause remains unexplained.
  • Badass Baritone: Voiced by Richard Green, known for doing these kinds of voices.
  • Berserk Button: Skyquake pledges loyalty to Megatron and Megatron alone. Starscream's constant Kneel Before Zod attitude, even towards Optimus Prime, gets on his nerves to the point where he slugs him for it.
  • Body Horror: Bumblebee basically tore his innards out of him in vehicle mode, and when he finally died after crash-landing, he's a mess of his vehicle and robot forms.
  • Brains and Brawn: Skyquake's the "brawn" to Dreadwing's more pragmatic, tactical "brains". Nonetheless, both are recognized for their skills and sense of honor.
  • Came Back Wrong: He gets revived as a Terrorcon by Starscream... then he gets trapped in the Shadowzone with no way to get out and an arm missing.
  • Chekhov's Gunman: Though he dies in battle after awakening from stasis, his very presence and later zombification have ramifications on the plot even well into second season. He's semi-frequently mentioned, as well.
  • Cool Plane: Both him and Dreadwing scanned Earth vehicle modes from Fowler's jet, which is based on the F-35 Lightning II.
  • Disney Villain Death: He's killed after getting parts of himself forcibly removed and crash-landing from very high up.
  • The Dreaded: Known for being among Megatron's most loyal and deadly warriors.
  • Evil Sounds Deep: Voiced by Richard Green, a VA known for doing these kinds of characters.
  • Expy: He's Prime's version of the "big, powerful Decepticon who is loyal to Megatron and hates Starscream's guts" character archetype common across Transformers. (Other examples include Lugnut and Blackout.)
  • Gatling Good: His weapon of choice is a Predator-style minigun. It is actually one of the few weapons that is hand-held and stowed on his back, rather than transforming from one of his hands and/or arms. His brother Dreadwing prefers giant laser cannons.
  • Helping Hands: After being zombified and losing his forearm, it turns out to move much faster than the rest of him.
  • Lantern Jaw of Justice: Has quite a notable one.
  • My Master, Right or Wrong: He follows Megatron alone, to the point of him not having anything against Optimus but trying to kill him anyway because his master ordered it millennia ago.
  • Noble Demon: He's fiercely loyal to Megatron and dislikes Starscream based on his own principles.
  • Perpetual Frowner: His default facial expression.
  • Punch-Clock Villain: Bears no real grudge against the Autobots, but is loyal to Megatron above all else.
  • Robo Family: Has a brother, Dreadwing.
  • Sealed Evil in a Can: He is entombed in stasis on Earth to guard Megatron's energon spoils before being reactivated by Starscream.
  • Small Role, Big Impact: Skyquake only appears twice in the entire seriesnote , yet his death at Starscream's hands results in Dreadwing betraying the decepticons and giving the Autobots the means to reach Cybertron, inadvertently causing the destruction of the Omega Lock.
  • Undying Loyalty: Serving Megatron is his only ambition.
  • Walking Spoiler: To the point that he's now completely un-spoilered on this very wiki.
  • What Happened to the Mouse?: We last see him trying on Starscream's arm, and it's unclear if he eventually finally died or if he's still wandering the Shadowzone by the end of the series. It's safe to say he's not leaving any time soon, though.
  • Zombie Gait: He moves much more slowly after his death and zombification.

Let's get this party started!

First Appearance: "Con Job"

A rare "shifter" Cybertronian, Makeshift is able to easily and quickly impersonate other Cybertronians in both appearance and voice. This makes him an excellent spy and infiltrator.

  • Capture and Replicate: Makeshift's general shtick.
  • The Faceless: His actual face is only seen once, and even then, it's not actually shown.
  • Faux Affably Evil: He's quick to wisecrack and joke, but he is at heart a trickster and not a nice one at that.
  • Killed Off for Real: Thanks to a bomb strapped to him.
  • Master of Disguise: His ability to shapeshift makes him stand out, though he's only seen doing it for Wheeljack.
  • Monochromatic Eyes: The only known Cybertronian with white optics.
  • Spikes of Villainy: His undisguised form.
  • Robo Family: His abilities are described to be a result of being a descendant of Amalgamous Prime.
  • Retired Badass: External material reveals that he was also a gladiator in the Kaon pits, where he went by “777”, but by the time of the show he seems to only be deployed exclusively for infiltration missions rather than where there are expected to be any fights.
  • Story-Breaker Power: Word of God states that he was deemed overpowered, and therefore Killed Off for Real.
    • Adding to that, he was only killed off this quickly because of this. The writers openly admitted that introducing someone with Makeshift's powers so early was a mistake, and he would have limited the variety of stories that could be told if he'd survived
  • Voluntary Shapeshifting: While all Cybertronians are able to do this to some extent, Makeshift really takes it to the next level. If he can even roughly match it in mass then he can turn into it.
  • We Hardly Knew Ye: Heck, we didn't even see you undisguised.
  • Why Am I Ticking?: How he dies, courtesy of Wheeljack's bomb.

    Knock Out
Click here to see his Alt-mode 
I'm not only an automobile, I'm an automobile enthusiast.

Voiced by: Daran Norris, Yasunori Masutani (Japanese), Milton Wolch (Latin American Spanish)
First Appearance: "Deus Ex Machina"

A skilled Decepticon fighter and doctor, Knock Out is very particular about his specifications and appearance, choosing a European sports car alt mode because he preferred the look. Regardless, he is perfectly capable of mixing it up in a fight and provides a precision strike while his close friend and partner Breakdown provides the muscle.

  • 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.
  • Ambiguously Gay: Word of God more or less confirmed he was, though in the actual series itself it only really comes across via his somewhat flamboyant nature and his comments towards other bots.
  • Audience Surrogate/Greek Chorus: For the Decepticons, due to his preference for staying out of the line of fire and making smartmouthed comments from the sidelines.
  • Agent Peacock: He has a effeminate faceplate, and strikes many of the qualities.
  • Avenging the Villain: Knock Out takes a lot of pleasure from getting back at Silas for desecrating Breakdown's corpse.
  • Badass Bookworm: He's a combat medic and well read.
  • Becoming the Mask: His initial reasons for trying to defect were to try and save his own hide, even in the film. Eventually, he starts becoming more heroic, not running away from the team when they need his help and eventually showing regret that Optimus has to die to save Cybertron.
  • Berserk Button: He doesn't exactly appreciate having his paint job messed up.
  • Beware the Silly Ones: He acts goofy, but when he’s serious he gets dangerous.
  • Brains and Brawn: The Brains of his and Breakdown's outfit.
  • Breakout Villain: Knock Out is by far one of the most popular characters in the show, a fact acknowledged several times by the showrunners. It's likely a reason why he ends up pulling a Heel–Face Turn to join the Autobots and survive the events of the Grand Finale. This also resulted in his character being imported into G1.
  • Brilliant, but Lazy: If he really wanted to, he'd probably do a lot better in combat.
  • Bunny-Ears Lawyer:
    • Starscream is noticeably offset by Knock Out's vanity, but the 'good' doctor is a very capable medic and fighter, forming a dangerous duo with Breakdown. In his introductory episode, he nearly takes down Optimus Prime himself and on a later occasion fights him rather equally.
    • In "Tunnel Vision", he fought Arcee one-on-one for a few minutes until Vogel hit him with his sweeper train.
  • Butt-Monkey: No matter what happens, his paint job will almost always get damaged and he will always get angry. He also gets little to no respect from most of his own subordinates, and really went through hell during the relic hunt. Second to Starscream, Megatron seems to give him no respect.
  • Can't Kill You, Still Need You: Megatron still tolerates Knock Out's failures during the second season because of his scientific expertise.
  • Chainsaw Good: Makes liberal use of a circular buzzsaw deployed from his hand as one of his "surgical" tools.
  • Combat Medic:
    "I've done plenty of body work, Starscream, but I'm better at breaking 'em than fixing 'em."
  • The Confidant: Implied to be this to Starscream during season 3, where the latter is sometimes seen complaining about Shockwave to Knock Out.
  • Cool Car: Knock Out has stated that it's tough to get replacement parts for his alt mode. He strongly resembles an Aston Martin Vanquish, best known as James Bond's car in Die Another Day.
  • The Dandy: Knock Out is not only obsessed with his appearance, but also pays attention to that of other people's.
  • Deadly Doctor: His idea of surgery involves a hand-mounted buzzsaw.
  • Deadpan Snarker: With his "co-workers", it's understandable.
  • Defector from Decadence: After the Autobots win the war and restore Cybertron, he tries to join them, saying he's joining the winning team. Miko punches him in the face for his trouble. He eventually gets accepted for real.
  • Dirty Coward: Tends to flee rather than fight. In "Deadlock", his reaction to the warship being invaded is to try to escape, then try to defect after the Autobots win.
  • Disproportionate Retribution: Doing anything to Knock Out's precious finish will bring this upon you.
  • Dude, Where's My Respect?: The episode "Synthesis" has him bristling at how he's been reduced to being an errand boy when he used to run the lab.
  • Due to the Dead: Averted, sort of. When Starscream asks Knock Out if he has any reservations about turning Breakdown/ CYLAS into a lab rat for his experiments, Knock Out deadpans "Not really.", citing that Breakdown would feel the same way given the circumstances.
  • Even Evil Has Loved Ones: Considers Breakdown to be a good friend and a dab hand with a rotary buffer. It's finally confirmed in "The Human Factor", where his reaction to Silas in Breakdown's dead body is to take out his buzzsaw and beg for Megatron to let him at the human.
  • Evil Genius: Shares this role with Soundwave and Shockwave, though he specializes in Cybertronian biology and surgical medicine.
  • Everyone Has Standards: Knock Out displays anger and disgust when he sees Breakdown revived by Silas, using his body to the point of wanting to avenge his partner. He also seems to be a bit taken aback by Megatron's treatment of Starscream.
  • Evil Sounds Deep: Not as much as Megatron or Dreadwing, but his voice is still pretty low.
  • Expy: His design has a lot in common with Terrorsaur. In terms of personality, he's the Decepticon equivalent of Tracks. He also takes the role of the agile, not really evil bad guy to whom bad stuff happens for the sake of comedy from Waspinator. Such as having a car door ripped off by Optimus Prime ("Do you know how hard that is to replace???"), getting his paint scratched or being peppersprayed by humans.
  • The Fighting Narcissist: Most of his battles reflect his narcissism.
  • Force and Finesse: The finesse to Breakdown's force, opting to use precision-based weapons such as his electrostaff.
  • Four-Temperament Ensemble: Sanguine.
  • Heel–Face Door-Slam: He attempts to join the "winning team" in "Deadlock". Miko just punches him in the face after the Autobots can only stare in disbelief. However, he keeps at it, and the Autobots eventually accept him during the movie.
  • Humiliation Conga: During the relic hunts, first his disadvantage since the loss of Breakdown is mocked, then he gets rammed by Vogel's train twice and has his paint job utterly wrecked. To say nothing of the pain he had from the injuries and the annoyance of being partnered with an Insecticon. And when it's over, Megatron tells him to fix up Soundwave's visor, but deliberately doesn't mention repairing his own damage, even though it's much worse. This starts to change following a nice victory in "Hard Knocks".
  • Jerkass: Not as bad as the other Decepticons, but he has his moments.
  • Klingons Love Shakespeare: Unusual among the xenophobic Decepticons, he seems to be a big fan of human culture, making the most POP Culture references of any of the characters.
  • Laughably Evil: He's major comic relief for the Decepticons.
  • Mad Doctor: Arcee calls him this in "Hard Knocks".
  • Minor Injury Overreaction: He does not take damage to his appearance kindly.
    "You painted my paint job! Prepare for surgery!"
  • Narcissist: He's so deliciously self-absorbed that it borders on parody.
  • Nice Job Fixing It, Villain!:
    • Knock Out doesn't merit all the blame, but by keeping Silas alive and experimenting on him with Synthetic Energon, he causes all the havoc on the Nemesis to happen as well as costing Megatron half his military might.
    • And later in "Synthesis", he accidentally lets it slip to Ratchet that Megatron was the one that lured the Autobots to Shockwave's lab to destroy the Predacons. This later leads to Ratchet revealing it to Predaking.
  • Not-So-Harmless Villain: Though he's normally comic relief for the Decepticons, certain episodes such as "Hard Knocks" and "Plus One" show he can up his game when motivated.
  • Pointy Ears: To go with his rather impish appearance and that electrotrident he sometimes uses, he's got pointy ears too.
  • Pop-Cultured Badass: Of all the Decepticons, he's the one most enthusiastic about human culture...and it shows.
  • Pragmatic Villainy: In "Inside Job", the Decepticons find the final Omega Key inside of Smokescreen. To cut it out, Knock Out preps his buzzsaw and lowers it toward him menacingly... right before admitting to screwing with him, and using the phase shifter to get it out instead because it's faster and using the saw might damage the key.
  • The Precious, Precious Car: In a case only possible in Transformers, he's his own beloved car.
    "Not the finish! Anything but the finish!"
  • Pungeon Master: Dips into this from time to time.
  • The Quisling: Tries to align himself with the Autobots when Cybertron is restored. He gets punched in the face for this.
  • Redemption Earns Life: In Predacons Rising, he double-crosses Starscream and prevents him from abandoning Cybertron to Unicron. This earns him the Autobots' trust, which he doesn't betray. By the end of the film, he makes it out alive.
  • Red Oni, Blue Oni: In an ironic inversion of their colors, he serves as the blue to Breakdown and later Starscream's red.
  • Screw This, I'm Outta Here!: Whenever the going gets tough, Knock Out gets going. Averted however in Predacons Rising, though he was sorely tempted on multiple occasions, he stayed to fight Unicron alongside the Autobots, and even proved helpful on a few occasions.
  • Shock and Awe: One of his weapons is an electrostaff. It can even stun Optimus.
  • Simple Staff: As simple as it can be while also being electrified.
  • Sissy Villain: Downplayed- he's quite campy and lacks the bulk of Breakdown or Megatron, but he's not nearly as effeminate or cowardly as Starscream.
  • Slasher Smile: Sports a very unnerving one at the end of "The Human Factor".
  • Sole Survivor: Besides Megatron, he's the last known surviving member of the main Decepticon cast by the end of the series, note  even though by now he's switched sides to the Autobots.
  • Swiss Army Weapon: He can change his hands into many surgical-themed weapons.
  • This Is a Drill: One of the many, many things he can turn his arm into.
  • Those Two Guys: With Breakdown
    • Later, after Breakdown's death, he sports shades of this with Starscream, especially in the third season.
  • Those Two Bad Guys: With Breakdown, and later Starscream in the third season.
  • Throw the Dog a Bone: In "The Human Factor", he's positively gleeful about having Silas on his operating table, in contrast to previous episodes, where he often ended up on the receiving end of a Humiliation Conga.
    • In "Hard Knocks", he pays Arcee and Bumblebee back for his defeat in "Tunnel Vision" by using the Resonance Blaster to curbstomp them and retrieve the second Omega Key.
    • An almost literal example in "Plus One", where he gets to make off with a Predacon fossil despite June, Fowler, Arcee, and Wheeljack all trying to stop him, and gets to rub it in Starscream's face afterwards.
    • In Predacons Rising, his efforts to prove himself to the Autobots eventually pay off, and they accept his Heel–Face Turn as genuine.
  • Tron Lines: Red ones on his neck and torso.
  • Villain Decay: Averted. Knock Out's first episode's performance pretty much remains consistent with all of his other appearances. He's not the most powerful 'Con, and he has his moments of success and failure.
  • Villainous Friendship: Type 1 with Breakdown, and later with Starscream. On the level of both him and the latter being sarcastic Sissy Villains, they are able to relate to and understand each other perfectly.
  • Would Hit a Girl: He was more than happy to threaten Miko's life in "T.M.I." and "Darkest Hour".
  • Would Hurt a Child: Threatened Miko towards the end of "T.M.I." and then Jack during "Flying Mind." And then of course there's "Darkest Hour". Brr...
  • Wrong Genre Savvy: He thinks Terrorcons work the same way that human zombies do, citing human horror films as the source.
  • You Have Failed Me: A non-fatal and more humiliating example. When he's outwitted by Smokescreen and left stuck partway through a wall, Megatron refuses to remove him, intending to leave him there as an example to others. By the next episode, however, he's freed when he's needed by Megatron to look through Starscream's memories.

Click here to see his Alt-mode 
Never run when you can fight.

Voiced by: Adam Baldwin, Atsushi Imaruoka (Japanese), Arturo Cataño (Latin American Spanish)
First Appearance: "Deus Ex Machina"

A long time rival to Bulkhead, Breakdown is a tough bot whose loyalty to the Decepticons stems mostly from allowing him more opportunities to fight. When it comes to the actual Decepticon cause, he stands out as an enigma who doesn't care too much about it, and he's actually a pretty decent guy, even with his temper. A close friend of Knock Out's, they form a dangerous team and like to go off on their own agendas.

  • Adaptational Badass/Took a Level in Badass: In almost every Transformers continuity, Breakdown is a paranoid Dirty Coward who would rather flee than fight. Since he appeared in Transformers: War for Cybertron, he was also quite a capable fighter in this universe as well, but was certainly not The Brute of the Decepticons.
  • A Day in the Limelight: "Operation: Breakdown" and "Metal Attraction".
    • A Death in the Limelight: Ultimately subverted. "Crossfire" sets him up to be this, as he's one of the only three Decepticons featured in the opening of the episode, but he's immediately killed by Airachnid a few minutes into the episode.
  • Affably Evil
  • Anti-Villain: There are hints that Breakdown is a Decepticon because of opportunity only and has his own sense of loyalty and honor, even having a certain degree of respect for Bulkhead as his rival.
  • Arch-Enemy: To Bulkhead. Lampshaded by Miko.
  • Badass Baritone: His voice booms.
  • Benevolent Boss: To his subordinates. In "Orion Pax, Part 2", when Fowler posing as a Vehicon gives his fake report, Breakdown says to keep up the good work and comments about how the job can be thankless. This is in stark contrast to the normal Decepticon M.O. where the only contact subordinates get from their superiors are barked orders, beratings for failure, and (often carried out) threats for incompetence.
  • Body Horror: Being partially vivisected in "Operation: Breakdown." Being stitched back together after his death and used as a Soul Jar also qualifies, as do the Nested Mouths he gains later on as a zombie.
  • Boisterous Bruiser: Extremely boisterous in his dialogue.
  • Brains and Brawn: With Knock Out, as the impulsive, always-ready-for-a-fight "Brawn."
  • The Brute: His role is to fight the autobots. His personality seems to fit as well.
  • Came Back Wrong: His corpse is resurrected by Dark Energon in Thirst. Bizarrely, Silas is still alive inside of him while this is happening.
  • Composite Character:
    • Of the original Breakdown, from whom he takes the name and color scheme, but not the paranoia.
    • He's a big, thuggish blue Decepticon who's stronger than the average foot soldier but easily outclassed by the big-name heavy hitters, not to mention he's not the brightest. He's one of the few characters whose main weapon is a missile and not Fricking Laser Beams. He's also loyal to Megatron but has issues with the resident spider Fembot. And by the mid-second season, he's dead. Sounds like Scorponok.
  • The Dog Bites Back: Posthumously. Guess who infected Airachnid with Energon vampirism in the end?
  • Drop the Hammer: Can transform his hand into one for use in those CQB-type situations that don't require high explosives.
  • Dropped a Bridge on Him: His sudden death in "Crossfire" came out of nowhere, even if it was briefly foreshadowed during "Operation: Breakdown".
  • Even Evil Has Loved Ones: He has a genuine friendship with Knock Out to the point that Knock Out tries to avenge his death.
  • Even Evil Has Standards: In "Operation: Breakdown", after Bulkhead saves him from MECH, he's clearly grateful to the Autobot warrior and was visibly reluctant to turn on him, but when forced to choose on the spot, did so.
    • As mentioned, he's a pretty nice boss to his subordinates as well, noting that its thankless "down there".
  • Evil Sounds Deep: See Badass Baritone, it’s very deep.
  • Eyepatch of Power: After getting one of his optics ripped out by MECH.
  • Family-Unfriendly Death: Airachnid rips him apart.
  • Fatal Flaw: Wrath. This proves to be his undoing.
  • Force and Finesse: The force to Knock Out's finesse, preferring to smash the opposition with his hammer.
  • Four-Fingered Hands: His hand only has 4 fingers.
  • Four-Temperament Ensemble: Leukine.
  • Fun with Acronyms: CYbernetic Life Augmented by Symbiosis.
  • Grand Theft Me: Silas used Breakdown's corpse as his new body.
  • Hand Cannon: Carries around a giant, quad-barreled pistol that shoots missiles. Tragically, it's only appeared in the comic so far.
  • Jerk with a Heart of Gold: Villainous version.
  • Killed Off for Real: Airachnid tears him apart in "Crossfire." Doesn't exactly stop him from reappearing as the "Machine" half of Man in the Machine or as a crazed Terrorcon vampire later on, but Breakdown as we knew him is gone. It finally takes in "Thirst" when Airachnid finishes off the zombified CYLAS.
  • Leeroy Jenkins: He enjoys rushing into a fight, even against Starscream's orders, he helped stage an ambush against the Autobots with Knock Out in "Speed Metal." It's ultimately what got him killed by ignoring Dreadwing's orders.
  • Man in the Machine: Breakdown's corpse is used by MECH as life support for Silas.
  • Meaningful Rename: CYLAS, during the time the leader of MECH spent occupying his corpse.
  • Mighty Glacier: Not very fast or agile, but makes up for it by being tremendously strong and powerful.
  • Mutilation Conga: Starting with his vivisection and loss of his right eye at the hands of MECH and continuing with Airachnid's dismembering him, MECH turning his remains into life-supporting armour for Silas, being used as a guinea pig by Knock Out, being turned into a Terrorcon, and finally being killed by Airachnid again.
  • Nested Mouths: A mutation caused by Synthetic Energon while a zombie.
  • Nightmare Fetishist: Airachnid's extra arms and psychopathic sadism do nothing to dissuade his interest.
  • Noble Demon: Even though he's a Decepticon, Breakdown possesses the decidedly un-villain-like qualities of honor and respect for his enemies, not to mention gratitude towards those who serve under him. His rivalry with Bulkhead also seems quite respectful.
  • Patient Zero: Of the vampiric Terrorcon plague.
  • Proud Warrior Race Guy: Boisterous Bruiser and The Brute seem to reinforce his pride in Decepticons.
  • Red Oni, Blue Oni: In an ironic inversion of their colors, he serves as the red to Knock Out's blue.
  • Running Gag: Just how many times will he be used as a science experiment?
  • Sacrificial Lion: A rare villainous version, as killing him was the sign that Airachnid was cutting ties with the Decepticons.
  • Toyless Toyline Character: At least regarding non-Cyberverse figures in the West. For some reason, Hasbro left it up to Takara to make a Voyagey diminutive Legion-scaled figure, even for the size class. He later did get a non-transforming Happy Meal toy from McDonald's which scales well enough with Commander-scaled Bulkhead, however.
  • Soul Jar: What his corpse became for Silas when the MECH leader was brutally injured from having Nemesis Prime dropped on top of him.
  • Shoulder Cannon: It usually fires missiles, but in "Crossfire", it shoots ineffectual lasers. If it had shot missiles, Airachnid likely would've been the one in pieces.
  • Those Two Bad Guys: With Knock Out.
  • Toyless Toyline Character: At least regarding non-Cyberverse figures in the West. For some reason, Hasbro left it up to Takara to make a Voyager-scaled toy for Breakdown, and ultimately refused to import it to the West, citing cost reasons. Breakdown was left with an extremely diminutive Legion-scaled figure, even for the size class. He later did get a non-transforming Happy Meal toy from McDonald's which scales well enough with Commander-scaled Bulkhead, however.
  • Villainous Friendship: Type 1 with Knock Out, so much so that the latter actually mourns and grieves for the former's death.
  • Walking Spoiler: Both his death and transformation into CYLAS spoil some very big twists for the latter part of the story.

Click here to see her spider mode 
Click here to see her Alt-mode 
I fully intend to snuff out your Spark. And believe me, I will make it hurt. But that won't compare to the pain you'll feel knowing I'm adding your human to my collection.

Voiced by: Gina Torres, Ryoka Yuzuki (Japanese), Erica Edwards (Latin American Spanish)
First Appearance: "Predatory"

During the war on Cybertron, Airachnid operated as a mercenary holding no allegiances to either side and displayed a fondness for the hunting of prey. As the Decepticons are all for wanton destruction, she allied with them just so she could continue her sick games. After capturing and torturing Arcee, they share an enmity that has only grown with each encounter. While respected for her skills she doesn't mesh well with the other Cons, who find her arrogant, antagonistic even to her own side and far too confident in her leadership abilities.

  • All Webbed Up: What she does with her victims.
  • And Then Airachnid Was A Terrorcon: CYLAS may not have managed to suck out all her Energon, but the ending of "Thirst" reveals she was indeed infected during their battle.
  • Arachnid Appearance and Attire
  • Arch-Enemy: To Arcee.
    • Soundwave may also count. He humiliates her with no effort during her first play for power, and later convinces Megatron to finally go after her. During their final confrontation, Airachnid vows to make him scream for all he's done to her. She fails.
  • Ax-Crazy: Hunts, tortures, and kills for fun.
  • The Baroness: Dark, elegant and sadistic, she fits the trope well, either as a high-ranking commander in Megatron's army, or as a self-styled queen of an Insecticon horde.
  • The Beastmistress: She can control Insecticons and later found an entire hive of them.
  • Big Bad Ensemble: With Megatron and Silas.
  • Big "NO!": Her response to discovering she's about to be trapped inside a stasis pod.
    • She later lets out another one upon being sent to Cybertron's moon by Soundwave.
  • Black Helicopter: Her vehicle mode.
  • Breast Plate: Standard for female Transformers.
  • Chest Insignia: Her insignia is different than decepticons.
  • Classic Villain: Pride, Greed, and Wrath.
  • Combat Pragmatist: Fights in groups, with whatever she has at her disposal and would attack from behind.
  • Combat Sadomasochist: "When you extinguish my spark, make it hurt."
  • Collector of the Strange: Her victims are from this habit.
  • Combat Stilettos: Has stilettos that don’t slow her down.
  • Composite Character: She's a female Transformer initially allied with the Decepticons and has a spider-like form, making her somewhat similar to Blackarachnia. Personality-wise though, she's more like Lockdown and Tarantulas, with a little bit of the Predator thrown in.
  • Dangerous Deserter: Implied to be this after the war, though she still feels a sort of kinship with the Decepticons. Becomes one again following the events of "Crossfire" - with an emphasis on the 'dangerous'.
  • Dark Action Girl: An Action Girl who loves to kill people in extremely sadistic ways.
  • Dark Chick: Loves to sow dissent.
  • Deadpan Snarker: Unlike other examples, it serves to make her more menacing.
  • Dirty Coward: On the rare occasions that she isn't too smug to realise she's out of her league, she's this, running away from a fight that she could theoretically win.
  • The Dragon: She was gunning for second-in-command and bringing her in direct confrontation with Starscream and even inspiring him to cut ties with the Decepticons. Which is nothing short of amazing, since she royally pissed off Megatron at the time. However, when she tells everyone to run off and leave the Earth (and by extension Megatron) to die, Soundwave effortlessly defeats her and prevents her attempt to usurp authority, which is later the reason Megatron decides she wasn't worth the hassle.
  • Egomaniac Hunter: Her favorite hobby is hunting down and collecting endangered species (or pieces thereof). If the species wasn't endangered when they caught her eye, they will be by the time she's had her fun.
  • Everything's Better with Spinning: She can do some good tricks and attacks with her spider-legs spinning.
  • Even Evil Has Standards: Brief as it was, there's no mistaking her shock at learning of Cylas' true nature.
  • Expy: Of a certain Spider-themed Beast Wars character, but not the one you may think. While physically she resembles Blackarachnia, personality-wise she's far more like Tarantulas, with a bit of Lockdown thrown in for good measure.
  • Fangs Are Evil: Fangs in her very evil mouth.
  • Faux Affably Evil: She loves to make small talk with her victims, but her politeness is so fake even a blind person could see through it.
  • Fatal Flaw: The main reason she's a Smug Snake is her sadism being matched only by her arrogance. As such, without fail, Airachnid will celebrate early when things are going her way.
  • Femme Fatalons: Has these.
  • For the Evulz: Commits genocide for fun.
  • Hand Blast: She uses her blasters and webs this way.
  • Hate Sink: Though nobody in the Decepticons is exactly "good", Airachnid is the only one without any redeeming qualities whatsoever, being a sadistic bully who freaks out even her colleagues.
  • Hero Killer: Brutally murdered Arcee's partner Tailgate. Later kills the Noble Demon Breakdown.
  • Ineffectual Loner: Inverted. She works much better as a solo operative than in the Decepticons. She seemingly manages to impress Megatron enough to be made his second-in-command when she's reinstated into the Decepticons, but then not only fails a mission Megatron sent her to accomplish but made a tactically stupid decision that potentially could have compromised the Decepticons' operations. Then she tries to oust command from Megatron in front of Soundwave. Doesn't go so well for her after that. Megatron eventually decides she's not worth the hassle and orders her executed. She makes several attempts on his life afterwards, and whilst some of them do come close, they ultimately fail because she overestimated her own ability to accomplish them.
  • Insect Queen: Even though she's a spider. She can control Insecticons telepathically. All of them at once if they're within range (which presumably means just being on the same planet). It takes her getting herself locked in stasis by coincidence or teleported to a distant corner of space for the control to be broken.
  • Jerkass: Worse than Starscream in this regard.
  • Laser-Guided Karma:
    • In "Metal Attraction", her stated goal for getting the polarity gauntlet is to have an edge if the Decepticons try to force her to rejoin. By the end of the episode, she's been magnetized to Breakdown, who takes her back to Megatron as a consolation prize, forcing her to rejoin.
    • In "Armada", she uses a legion of Insecticons to try and take down Megatron, which releases them from stasis pods. During her fight with Arcee, she accidentally triggers one and is promptly put into stasis.
    • She's infected with vampirism in "Thirst" by Breakdown (or rather Silas piloting his corpse), whom she killed in "Crossfire".
  • Leitmotif: Yikes.
  • Loners Are Freaks: Even the other Decepticons are weirded out by her.
  • Meaningful Name: Her name is Airachnid and she has a helicopter alt mode, as well as spider-like features in her other forms.
  • Mercy Kill: A very unintentional one. Upon killing the zombified Breakdown, she prepares to tear out his spark only to find Silas, who thanks her for ending his suffering before dying. Shockingly, Airachnid doesn't care.
  • Nested Mouths: Revealed near the end to have been infected by Cylas after all when she starts draining one Insecticon of Energon.
  • Nice Job Fixing It, Villain!: Megatron thinks that Airachnid has done this by leaving Starscream with the Autobots, thereby giving them access to all the information held by the Decepticon second-in-command. Megatron is not happy.
  • Ninja Pirate Zombie Robot: She seems to add at least one aspect per season. She starts out as a giant alien robot spider huntress that turns into a helicopter. Later, she reveals that she's also an insect queen and is turned into vampire as well.
  • Omnicidal Maniac: She's out to make sure every species she encounters becomes either endangered or flat-out extinct.
  • The Only One Allowed to Defeat You: Towards anyone she designates as her prey, but especially Arcee.
  • Our Vampires Are Different: What she becomes after CYLAS infects her.
  • The Peter Principle: She was an excellent, terrifying solo operative, and her superiors rewarded her appropriately. Unfortunately, those skills didn't translate very well to commanding a Decepticon warship, especially since she's spent several thousand years out of the loop.
  • Poisonous Person: Like a spider she has poison that she injects through her spinners.
  • Psycho for Hire: Only worked with the Decepticons during the war for her own sadistic kicks.
  • Punch-Clock Villain: Unsympathetic variation. She's still a villain, but is definitely not loyal to the Decepticons. That said, she does seem rather offended when she hears of Silas butchering Breakdown, indicating some flicker of loyalty. Nevertheless, she's later perfectly happy to kill Breakdown, and only stuck with Megatron to save her own skin, and possibly mount a coup for the power.
  • Put on a Bus to Hell: Soundwave teleports her and the rest of the Insecticons to one of Cybertron's moons, where it's then revealed she was infected by CYLAS and must consume her own army to survive.
  • Robo Family: It's implied that she and the Insecticons have some sort of connection, although whether it’s familial or not is uncertain, especially as her own origins are unknown.
  • Running Gag: While stasis-locked, every now and then someone would wander by her pod and pause or jump in surprise.
  • Screw This, I'm Outta Here!: In "Crisscross", she calls off her rematch with Arcee and Jack and runs for it when Fowler's forces show up.
    • In "One Shall Rise", when it doesn't look like Megatron's coming back from meeting with Unicron, Airachnid moves to evacuate Earth, under the pretense of acting in the Decepticons' best interests. It's obvious she's only doing it to gain full control, however, it's not like she wanted to stick around while the Satan of the franchise awakened and returned to a physical form.
  • Sealed Evil in a Can: In "Armada", Airachnid is locked up in a stasis pod and becomes a prisoner of the Autobots for the remainder of the second season. In "Darkmount, NV", said pod is revealed to have survived the destruction of the Autobot base in the second season finale, with Airachnid still inside. The Deceptions recover and store it in the Nemesis, but in "Thirst," the pod is destroyed by CYLAS, setting her free.
  • Sixth Ranger: What she brought to the Five-Man band.
  • Sixth Ranger Traitor: She cuts ties with the Decepticons in "Crossfire". By slaughtering Breakdown.
  • Smug Snake: Like Starscream, she's a legitimately threatening and dangerous antagonist. Unlike Starscream, she seems to be forgetful of her limitations; specifically, that she is far from being amongst the top tier of the Decepticon hierarchy in terms of power. Soundwave quickly reminds her of this.
  • The Sociopath: Is worse than Megatron or Starscream in this regard in that she only cares about her sick games.
  • Spider Limbs: She can walk on two legs or more if she chooses to.
  • Spider People: She's basically a robotic Drider.
  • The Starscream: She pulls this off with Starscream in the episode "Partners". Megatron wasn't to happy about it though. Once the Trope Namer defects in the same episode, Airachnid, now Megatron's first lieutenant, tries to seep more power from her master in later episodes. Megatron does seem to appreciate her competence enough to grant her command in his abscence during the Unicron saga. During "One Shall Rise, Part 3" she attempts to take command of the Decepticons and tells the troops they may as well forget about Megatron and abandon Earth. Her attempt to usurp authority is swiftly prevented and dealt with by Soundwave. Though she went back to her facade of a loyal lieutenant, Megatron's well aware of her treachery and only decides some time later to deal with her. Following this, she had two nearly successful attempts on Megatron's life - both involving Insecticons - and tried to pull it again midway through the third season. It's clear that as long as Soundwave is around, she will never be able to take down Megatron.
  • Stupid Evil: Normally she's clever enough to stay out of this territory besides her inability to stop gloating before she wins, but towards the end of the first season, she slips into it. She tries to take command of the Decepticons and ditch Megatron while he was away, apparently unaware or unafraid of Soundwave's gladiator background. Soundwave quickly schooled her on her mistake.
  • This Is a Drill: She can arrange her legs into one of these, letting her tunnel through the ground with astonishing speed.
  • Torture Technician: Her main job during the Great War.
  • Underestimating Badassery: One of her flaws is that she tends to underestimate the capabilities of her opponents (barring Arcee). This starts as low as characters like Jack Darby and goes up to Megatron himself. Needless to say, this approach doesn't exactly work out for her.
  • The Unfettered: There's nothing she won't do to get what she wants.
  • Villain Team-Up: With Silas in "Crisscross".
  • Villainous Breakdown: Goes from calm, confident and smug when she sets an Insecticon on Megatron, to panicked and shrieking at it when Megatron starts seriously fighting back, and reminds her of the reason he's the leader of the Decepticons.
  • Villainous Crush: In the Japanese version, she has a very twisted obsession toward Jack to the point of wanting to "marry" him.
  • Weak, but Skilled: Her striking power and durability aren't particularly impressive by Decepticon standards, but her cunning and viciousness make her a deadly opponent capable of shredding bigger and tougher bots.
  • The Worf Effect: Spends much of the first season with her name being spoken with dread by Arcee, and her numerous clashes with Arcee, the other Autobots, and even Breakdown shown that she's an extremely dangerous 'Con. Soundwave flattening her ass in the season finale thus shows how powerful the until-then quiet and unassuming comm. officer really is and why Starscream always seemed so terrified of him whenever the risk of his treachery against Megatron being revealed came up.
  • Would Hurt a Child: She doesn't much care how young or old a human is - she just wants one for her trophy case, and intends to make the species endangered. When she finds out that Jack is Arcee's partner, she becomes very single-minded in trying to catch him specifically.
  • Yandere: In the U.S. version of the show, her obsession with finding and killing the one human who escaped could be considered a variant of this. The Japanese dub plays this trope more straight, as well as for laughs, where she collects "pretty boys" instead of rare species. As such, the Japanese version of "Predatory" largely consists of her calling Jack a pretty boy and hitting on him in an attempt to kidnap him.

Click here to see his Alt-mode 
Then by the Pit, every last Autobot on this accursed world will pay.

Voiced by: Tony Todd (series), Fred Tatasciore (game), Masami Iwasaki (Japanese), Juan Carlos Tinoco (Latin American Spanish)
First Appearance: "Loose Cannons"

A Seeker and Skyquake's split-spark twin, Dreadwing is similarly loyal to Megatron and came to Earth to seek revenge for his brothers' death. A powerful Decepticon warrior, he quickly rose through the ranks to eventually become Megatron's second-in-command. Unique among Decepticons is that Dreadwing possesses a strong sense of honor, and his word is his absolute bond, even to his enemies. Though Dreadwing may hate Optimus Prime for the death of his brother, they deeply respect each other and have formed alliances for common causes of honor.

  • A Day in the Limelight: Besides his introductory episode, "Triangulation".
  • Affably Evil: Polite, honorable and will always give respected opponents the ability to walk away while being loyal to a genocidal maniac.
  • Angsty Surviving Twin: It gets downplayed after his first appearance, but re-emerges towards the end of his character arc.
  • Anti-Villain: He's only in it out of loyalty and won't go out of his way to Kick the Dog.
  • Avenging the Villain: One of the principal reasons he came to Earth was to avenge the death of his brother, Skyquake. The other is to serve Megatron.
    • "Patch" and "Regeneration take this Up to Eleven. When he finds out that Starscream raised Skyquake from the dead with Dark Energon in the former episode, he goes absolutely berserk and, in the latter episode, tries to kill Starscream, even when Megatron orders him to stand down. Megatron is forced to kill Dreadwing first.
  • Backup Twin: Skyquake appeared first in the series in "Masters And Students" and is killed off by the end of the episode. Dreadwing appears in the later episode, "Loose Cannons" and is part of the Decepticon ranks for the rest of the second season.
  • Badass Baritone: Voiced by Tony Todd.
  • Beware the Honest Ones: In contrast with Starscream, Dreadwing is extremely loyal to Megatron and has a strong sense of honor, making Megatron believe him to be a more reliable second-in-command than his predecessor. However, it turns out that while Dreadwing would never betray his kind, he still has enough standards to be shocked by some extremes his comrades are ready to go through. When he learns Starscream is responsible for raising his brother from the dead and is still being reintegrated to the Decepticons, he loses faith in Megatron, delivers the Forge of Solus Prime to the Autobots and attempts to murder Starscream as an act of revenge. This, ironically, leads Megatron to kill him in order to save Starscream.
  • BFG: Carries an enormous laser cannon with a chainsaw-style grip, very similar to his twin Skyquake's machine gun. He discards it in favor of his sword to kill Starscream, and Megatron uses it himself to kill Dreadwing.
  • Booby Trap: He's a big fan of these.
  • Brains and Brawn: Skyquake's the "brawn" to Dreadwing's more pragmatic, tactical "brains". Nonetheless, both are recognized for their skills and sense of honour.
  • Bunny-Ears Lawyer: He's a bit of a Wild Card in that he'll pursue his own agenda and disobey orders, but he's an excellent warrior and unlike Starscream, his loyalty is always towards Megatron.
  • Character Development: It's safe to say that of all the 'Cons, Dreadwing got the lion's share throughout the second season.
  • Combat Pragmatist: His word may be his bond, but don't believe for a minute that that means he likes to fight fair otherwise. Expect him to try putting a bomb on you if you blink.
  • Composite Character:
    • As a blue-colored Seeker and an Anti-Villain, he's reminiscent of Generation 1 Thundercracker.
    • As a Proud Warrior Race Guy Decepticon who transforms into a jet and who takes the place of Starscream as the Decepticons' second-in-command, he's also similar to Generation 1 Cyclonus.
    • His sense of honor, mastery with a sword and blue-and-gold color scheme make him similar to Dinobot. He defects when he judges Megatron too dishonorable to follow, and dies defying him.
    • Appearance-wise, his face and color scheme bears more than a passing resemblance to Depth Charge. So does the way in which he's introduced in the series, crashing down on Earth to immediately seek a vendetta with a lone wolf in the enemy ranks.
    • A tragic character who pursues a vendetta with someone whose teammates he killed and there is someone with whom he shares a split spark. That's also similar to Beast Wars Rampage, making Dreadwing similar to both enemies in that particular feud.
  • Cool Sword: Revealed to have a collapsible sword.
  • Crazy-Prepared: This guy has bombs located everywhere.
  • The Dragon: Is promoted to this by the end of "Crossfire".
  • Even Evil Has Loved Ones: He clearly cared for his brother Skyquake. Avenging his death is his primary motivation for coming to Earth.
  • Even Evil Has Standards: Dreadwing's a warrior first, a Decepticon second. Megatron doesn't kill him for keeping his word to Optimus in "Loose Cannons" because of his extreme competence as the former, even though to Dreadwing, warfare is an affair of honor and not mindless murder.
    • Dreadwing also doesn't take Starscream's return well, especially when he learns about his zombified brother. He states to the Autobots that this has cast a shadow of disgrace on the Decepticons.
  • Evil Sounds Deep: He is voiced by Tony Todd, after all.
  • Evil Virtues: Honesty, Honor, Loyalty, Resourcefulness.
  • The Fettered: For Decepticon he is surprisingly this. He has honor and there are lines he won’t cross.
  • Four-Temperament Ensemble: Melancholic.
  • Genius Bruiser: Smart, well spoken, cunning and liable to kick your skidplate in seconds.
  • Graceful Loser: Another very un-Decepticon trait that Dreadwing posesses is an ironclad sense of gratitude. Twice already he has accepted a truce with Optimus Prime after having his life saved by him and fighting a common foe by his side. After all, reasons Dreadwing, betraying someone to whom you owe your life when he's at his weakest is the absolute lowest form of dishonor, one that no warrior should ever allow himself to sink to.
  • Guttural Growler: His voice is deep.
  • Heel–Face Turn: Optimus tries to recruit him to the Autobot cause, betting on his sense of honor to override his loyalty to Megatron, but it doesn't work. When Dreadwing learns of what Starscream did to his brother, he cuts ties with the Decepticons but he doesn't defect to the Autobots, he simply delivers the Forge Of Solus Prime to them before calmly stating:
    "Betraying my kind is not the same as accepting yours."
  • Honor Before Reason: And many times it's honor with reason, he acts with a sense of self-preservation and will restrain even his grudge against Optimus so long as his honor is intact. When he loses faith in Megatron, that's the tipping point when he acts with no sense of self-preservation.
  • Hoist by His Own Petard: In "Hard Knocks", Bulkhead stuck his own bomb onto him. Dreadwing just managed to throw it off, but was still blown back by the explosion.
    • In "Regeneration," Megatron is eventually forced to kill Dreadwing with his own cannon. Remember, in the previous episode, he is the only one who prevent Knock Out unplug the cable, save Megatron from stuck in Starscream's mind.
  • I Gave My Word: And he'll keep it, even to an Autobot.
  • In the Back: Megatron kills him by using his gun to blast a hole through his chest from behind.
  • Mad Bomber: Possesses a notable propensity for explosives, whether they be timed, proximity-based, attached directly to an Autobot's body... anything he doesn't shoot, he'll blow up with gusto.
  • Master Swordsman: One of the few characters in the show for whom this isn't a Blade Below the Shoulder variation.
  • Noble Demon: Much more pronounced than with Skyquake, as he got more episodes for his character to develop.
  • Noble Top Enforcer: To Megatron.
  • Only Sane Man: Shares this role with Soundwave, as well as being a lot more fettered then him.
  • Palette Swap: Of Skyquake. Justified due to the two being twins.
  • Pragmatic Villainy: While this can also be attributed to his honorable nature, he won't Kick the Dog if it won't benefit his faction either. Case in point; in "Triangulation", he eventually agrees not to fight Optimus after the Apex Armor has been lost to Starscream, after Optimus points out doing so would result in nothing good for either side.
  • Redemption Rejection: He pretty much gives up the Decepticon cause and steals the Forge of Solus Prime for Team Prime, but he turns down Optimus' offer to join the Autobots and is later executed by Megatron for trying to kill Starscream.
  • Red Eyes, Take Warning: Though he's a noble Con, he's still dangerous, and has red eyes which are almost as bright as Megatron's.
  • Revenge: He seeks to avenge the death of his brother Skyquake at the hands of the Autobots. When he finds Starscream in "Triangulation", he is seconds away from killing him due to Starscream being the one who led to Skyquake's death.
    • Come "Patch", when he finds out Starscream also used Dark Energon to bring him back as a Terrorcon (thus disgracing his honorable death in battle), he sets out to execute him as retaliation. Megatron is forced to kill Dreadwing first.
  • Robo Family: Has a brother named Skyquake.
  • Screw the Rules, I'm Doing What's Right!: While loyal, Dreadwing will only obey Megatron in as far as his code of morality allows him to, such as battling the Autobots to avenge Skyquake, disobeying Megatron's explicit orders not to rescue him, and keeping his word of honor to Autobots; the sort of behavior that Megatron would normally tear out your spark for.
  • Skyward Scream: In "Patch", when he learns of Starscream's desecration of his brother's corpse, and Megatron's advice to Starscream to keep quiet about it.
  • The Starscream: Averted and lampshaded; Dreadwing is completely loyal to Megatron, who points out that Dreadwing will make a fine second-in-command after he disobeys orders, though it was to save Megatron's life.
  • Sticky Bomb: Fond of attaching bombs to his enemies.
  • Trap Master: Generally favours sticky bombs or luring somebody in with a comrade or something they desperately need.
  • Twin Telepathy: Dreadwing reveals that via their split spark he was aware of his brother's awakening and death the moment those events occurred.
  • Undying Loyalty: To Megatron. When he realized Megatron has kept information about Skyquake and things that Starscream did with him he actually ends up betraying Megatron, surprising everyone.
  • Warrior Poet: An introspective, thoughtful, and honorable warrior who is possibly the only Decepticon to ever qualify for this trope.
  • Worthy Opponent: Optimus views him as one, and the feeling is sort of reciprocal.

Divide. And do not hesitate to conquer!

Voiced by: David Kaye, Mitsuo Iwata (Japanese)
First Appearance: "Toxicity"

An intelligent Insecticon that Megatron selects to hunt down one of the Iacon relics. Though it was destroyed, he still managed to grievously injure Bulkhead, prompting Wheeljack and Miko to undertake a revenge mission which culminated in his death.

  • Asskicking Equals Authority: Stands above the others Insecticons by being the biggest, meanest, and toughest of the swarm.
  • Ax-Crazy: "Your spark is mine!" comes to mind.
  • Berserk Button: Don't call Insecticons stupid or insult them. A pair of Vehicons, and later Wheeljack, learned this the hard way.
  • The Berserker: His fighting style may rely on overwhelming power but he's deceptively fast and as savage as Insecticons come.
  • The Brute: Does most of the heavy hitting for Megatron, admittedly not for that long. That's not to say he's stupid, though.
  • Casual Danger Dialogue: Despite engaging in it himself on occasion, he proclaimed to Wheeljack during their fight that mid-battle banter was nothing but a sign of weakness. Wheeljack mocked him by saying that perhaps that was only true for primitives who couldn't multitask. Hardshell responded by unleashing a No-Holds-Barred Beatdown on him.
  • Curb Stomp Cushion: His fight with Wheeljack in "Hurt". Hardshell initially struggles against the more agile wrecker but when Wheeljack calls him "too primitive to do two things at once", the Insecticon gains the upper hand and starts kicking his ass hard.
  • A Day in the Limelight: The episodes "Toxicity" and "Hurt" allow Hardshell to shine for the rest of the Insecticon hive.
  • Determinator: Has shades of this throughout "Toxicity"; Bulkhead beats him up, knocks out one of his mandibles, shoves Tox-En in his face, and even throws him into a volcano, and yet Hardshell manages to come back swinging in spite of each setback. He survives this too, by the way. It takes two missiles directly to his spark chamber to put him down.
  • Didn't See That Coming: Given his expression, it's rather clear he thought Miko was going to take Wheeljack's advice and run, not actually attack. By the time he realizes his mistake, she's fired two missiles directly into his spark chamber, killing him.
  • Disney Villain Death: Bulkhead manages to deal with him by knocking him into a volcanic crater. Unfortunately for Bulkhead, Hardshell manages to climb out just in time to shoot him in the back with a missile as he's GroundBridging out.
  • Distinctive Appearances: To make him stand out from the regular rank and file Insecticons, he has many large gashes in his armor and across his face.
  • Evil Sounds Deep: Basically, imagine Lugnut as an Insecticon, minus the metallic echo. Alternatively, imagine Beast Wars Megatron but with more of a growling voice and slightly less eloquent.
  • Expy: He's more or less an Insecticon version of Lugnut, right down to the same voice actor.
  • Family-Unfriendly Death: Not only do we see him take two missiles to the chest, we later get a nice view of his battered corpse as Megatron furiously questions who was responsible.
  • Genius Bruiser: Unlike the other Insecticons, he's pretty clever and quick-witted. One particular instance, is when he prevents Wheeljack from going for his grenade during their fight.
  • Good Scars, Evil Scars: The biggest visual difference between Hardshell and any other Insecticon, beside size, is the series of scars running along his face and torso.
  • Graceful Loser: Subverted. While upfront about being unable to retrieve the toxic energon and doesn't make excuses, this was only because he believed he'd killed Bulkhead, which was enough to appease Megatron. When Bulkhead turns out to be alive, Hardshell is quick to grovel for forgiveness.
  • Guttural Growler: Imagine Lugnut but growling a bit more.
  • Killed Off for Real: By Miko, of all people.
  • King Mook: Head of the Insecticon hive.
  • Knight of Cerebus: For Miko, whose Character Development was primarily kicked off by his introduction.
  • Lightning Bruiser: Despite his size, he's deceptively fast and hits hard enough to send bots flying.
  • Mauve Shirt: Villainous version - he gets just enough screen-time and personality for it to mean something when Miko kills him.
  • Near-Villain Victory: He came very close to killing Bulkhead, and would have certainly killed Wheeljack were it not for Miko.
  • No-Holds-Barred Beatdown: After Wheeljack calls him a primitive, Hardshell breaks the deadlock they were in before utterly thrashing the Wrecker with his bare fists, unleashing blows that caused visible shockwaves. If Miko hadn't stepped in, he would have added another Wrecker to his kill list.
  • Pride: He constantly gloats about his defeat of Bulkhead and frequently proclaims the Insecticons to be superior to ordinary Decepticons.
  • Proud Warrior Race Guy: He holds a high opinion of himself and his Insecticon brethren and takes a lot of pride in his supposed killing of Bulkhead, to the point he views the Vehicons as lower on the totem pole. Granted, they kind of are but his boasts didn't win him any points with the troops outside the hive.
    Vehicon 1: Pitbound scavengers.
    Vehicon 2: Scrap eaters!
  • Sacrificial Lion: His death is a major catalyst to Megatron realizing the true danger humans pose.
  • Took a Level in Badass: He used to be more reliant on heavy weaponry than physical combat.
  • We Hardly Knew Ye: Despite receiving a decent amount of characterization, he only sticks around for two episodes before getting slagged by Miko.

Click here to see his Alt-mode 
Your reasoning is hardly...logical.

Voiced by: David Sobolov, Kenta Miyake (Japanese), Jorge Badillo (Latin American Spanish)
First Appearance: "Out Of The Past"

One of Megatron's top lieutenants and his most eminent scientist. Shockwave is responsible for many technological advances such as reverse engineering space bridge technology from ancient Cybertronian data and the Cortical Psychic Patch is his own creation. He is fiercely logical and holds no grudges so long as the reasoning is sound. He is generally fascinated with using his science to create powerful new warriors, and is responsible for the creation of Predaking.

  • Actually a Doombot: Rage of the Dinobots has the Dinobots literally tear him limb from limb... only to find out moments later that what they'd destroyed was actually one of Shockwave's avatars, of which Shockwave had multiples of carrying out his will all over Cybertron.
  • Adaptational Badass: As noted under Composite Character, he retains the G1's "Mad Scientist and logical mindset", but now he's also a "hulking death machine" ala the film series capable of throwing down physically with the likes of Ultra Magnus and breaking even.
  • Adaptational Heroism: Sorta. Unlike his version in Exodus, his cruelty is a bit toned down. Furthermore, he doesn't plan to overthrow Megatron and is loyal to him instead.
  • Affably Evil / Faux Affably Evil: He comes across as rather polite even when experimenting on captives, in part owing to the fact that he is The Spock.
  • 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.
  • Attack Its Weak Point/Go for the Eye: He shrugs off every attack thrown at him without even flinching... until Arcee lands a shot right in his massive red glowing eye.
  • Badass Baritone: His voice is very deep.
  • Badass Bookworm: A scientist who can kick ass easily.
  • Barrier Warrior: Rage of the Dinobots depicts him as wielding a force field in battle.
  • Beware the Honest Ones: One of Megatron's most loyal followers and one of the calmer Decepticons for the most part — Primus help you if you succeed in making Shockwave angry.
  • BFG: His arm cannon.
  • Big Bad Duumvirate: He and Starscream briefly attempt to become this after Megatron's death by working together to rebuild the Decepticons and clone a new army of Predacons to conquer Cybertron. Unicron's arrival, among other factors, puts an end to it.
  • The Blank: No face, just a red eye.
  • Catch Phrase: Once an Episode, he will mention something about logic.
  • Co-Dragons: Promoted to the now shared rank of first lieutenant immediately upon his return. Starscream does not take this well at all.
  • The Comically Serious: While very sinister, some of his stoic retorts cross over into humorous, especially when paired with the hammy Starscream.
    Shockwave: Do you intend to whine for the entire trip?...
  • Composite Character: Visually, he takes cues from both his G1 incarnation and from the film series.
    • He retains his G1 characterization as a "Mad Scientist with a logical-mindset" and his Movie characterization of "hulking death machine".
    • Like the Diagnostic Drone, another Megatron's robotic (by Ridiculously Human Robot standards) science officer, Shockwave's head is elongated, adorned with antennae or fins which are his only way to emote, and most of it is taken up by a single, giant eye.
  • Crazy-Prepared: Has microchipped his Predacons for surveillance and built an off-site laboratory for the express purpose of cloning Predacons that couldn't fit in the Cybertronian-sized Nemesis.
    • Lampshaded by Starscream:
    Starscream: You think of everything, don't you?
  • Creepy Monotone: He very rarely emotes.
  • Cyber Cyclops: One, unblinking, red eye.
  • Deadpan Snarker: He has his moments, mostly of The Comically Serious variety due to his bluntness.
    Starscream: Shockwave! How was your journey?
    Shockwave: Long. Explain why you have summoned me to the middle of nowhere.
  • Determinator: He doesn't quit when he faced by an army of Terrocons, managing to fight his way out even as he appeared to be overwhelmed, then goes tell the living Predacons where to go to help against Unicron.
  • Disney Death: Turns into tank mode when the Terrorcon/Predacons advance on him, and blasts at them until they swarm him and start tearing into him. When Predaking is fighting the other Predacons, Shockwave reappears, beaten and grey, but alive.
  • Dramatically Missing the Point: Several times. For example, when using the cortical psychic patch on Arcee:
    Cliffjumper: Leave her alone! Use it on me instead!
    Shockwave: Do not worry. If her mind does not survive the procedure, you will be next.
  • The Dreaded: Starscream is visibly uncomfortable around him and even Cliffjumper notes that when he shows up, he and Arcee might be in serious trouble.
  • Even Evil Has Standards: It's very subtle, but when he sees Unicron raise a legion of undead Predacons he appears horrified.
  • Evil Genius: Shares this role with Soundwave and Knock Out. He invented the cortical psychic patch and reverse engineered the space bridge, in addition to upgrading the Insecticons, creating the Dinobots, and resurrecting the Predacons.
  • Evil Versus Oblivion: Unicron's arrival is enough for him to put his plans on hold in order to defend Cybertron..
  • Evil Sounds Deep: He's voiced by David Sobolov, who's well known for these kinds of voices.
  • Evilutionary Biologist: In the past he experimented on the Insecticons and the Dinobots, augmenting them into the vicious beasts they are today. Season 3 shows that he's also been working on resurrecting the Predacons, ancient Cybertronian beasts that resemble dragons and other mythical creatures.
  • Eye Scream: Takes a laser blast from Arcee right in his single eye, though even this doesn't slow him down that much.
  • Four-Temperament Ensemble: Leukine, mixed with a bit of Meloncholic.
  • Genius Bruiser: In addition to his technical skills, he's one of the toughest Decepticons in the show.
  • Heel–Face Turn: Debatable. He encourages the living Predacons to help the Autobots defeat Unicron, but we don't actually see him join up with them himself, leaving it unclear whether this is a true Heel–Face Turn or just him realizing that an Enemy Mine to oppose Unicron is in the best interests of both the Autobot and Decepticon factions.
  • Horrible Judge of Character: Despite his all-round intelligence, he's pretty easy to fool if you can appeal to his sense of logic, Starscream being able to do that has meant that Shockwave has failed to pick up that he wants him dead. Subverted in "Minus One" where he angrily reveals that he knew Starscream had intentionally left him at the Autobot's mercy in an attempt to kill him, though is still quickly swayed with another logical excuse.
  • Hypercompetent Sidekick: Megatron values his skills so much, that he orders him to remain in his lab to finish Project Preadacon. Shockwave also notably manages to avoid making Megatron angry despite Predaking failing to kill the Autobots in his first two appearences.
  • Hypocritical Humor: As stated by the guy who fell for Arcee's playing dead technique.
    Shockwave: Only Starscream could fail to dispose of a helpless prisoner.
    • And during his fight with Ultra Magnus in Persuasion, he makes a quip about Ultra Magnus having one hand. Taking his Arm Cannon into account, Shockwave's hardly in any position to call someone one-handed.
      • Even better when you realize it were Shockwave's creations that caused the loss of limbs (Grimlock and Predaking).
  • Implacable Man: Even when his weakpoint was hit, he recovered rather quickly.
  • The Juggernaut: This guy has survived everything from blaster fire to an exploding Space Bridge and it barely slows him down. He even survives getting overrun and mauled by a horde of undead Predacons in Predacons Rising.
  • Karma Houdini: Double subverted. After escaping from the Nemesis (along with Starscream) in Deadlock, in Predacons Rising he is dog-piled by a horde of undead Predacons awakened by Unicron. Despite the beatdown he receives, he manages to escape alive (albeit fairly damaged) and is last seen breaking up the fight between Predaking, Darksteel, and Skylynx; encouraging them to help the Autobots stop Unicron. Considering there was a freshly-cloned Predacon still in its stasis tank in one of his labs, this raises a few questions as to where he went.
  • Know When to Fold 'Em: When the odds fall out of favor, logic dictates a retreat. Notable in "Deadlock" when he grabs Starscream and runs, as Megatron's died, most of their troops are dead, and the remaining officers are MIA.
  • Left for Dead: Shockwave was marooned on Cybertron after he was caught in an exploding space bridge. He managed to repair himself and continued his research in isolation until some Decepticons returned to the planet on an unrelated mission.
  • Leitmotif: Has one that was probably supposed to be Dreadwing's at some point.
  • Made of Iron: Blaster fire does nothing to him unless properly aimed, and being buried under several tons of rubble barely slowed him down. He even survived an exploding Space Bridge, and leaped off Darkmount with no ill effects. Even being swarmed by undead Predacons just leaves him beaten and slightly grey, though how he survived it is unexplained.
  • Mad Scientist: Specializes in CNA manipulation and cloning, though he's handy with chemistry as well.
    Megatron: It does my spark good to see you once again tampering with creation.
  • Mighty Glacier: As shown during "Out Of The Past", he's slow, but can smack Cliffjumper around like a ragdoll.
    • In "Rebellion", he thrashed Bulkhead and Wheeljack with no difficulty.
  • Mind Probe: Courtesy of the cortical psychic patch, which he invented personally.
  • Moe Greene Special: Inflicted on him by Arcee in "Out of the Past". To date, it seems to be the only means of actually stopping Shockwave.
  • No Mouth: His head consists completely of his eye.
  • Offscreen Moment of Awesome: He somehow escaped the legions of undead Predacons without dying himself.
  • Oh, Crap!: See OOC Is Serious Business.
  • Only Sane Man: Along with Soundwave and Dreadwing, he's the only calm and logical Decepticon in the group.
  • OOC Is Serious Business: His reaction to Unicron in''Predacons Rising'. While he manages to mostly retain his composure, it's clear that Shockwave is terrified of the Chaos-Bringer.
  • Out of the Inferno: Do exploding oil rigs cause him any harm? Nope, he simply drives out of the inferno while on fire.
  • Papa Wolf: Downplayed due to his stoic nature, but he is coldly furious when the Autobots teleport Predaking to the polar ice cap to freeze him. The beatdown he gives to the Wreckers afterwards is savage.
  • Pet the Dog: Shockwave is generally a cold and calculating being, but when Starscream is about to go out on a Last Villain Stand in an attempt to avenge Megatron, Shockwave stops him from throwing his life away even though he dislikes him and has nothing to gain from doing so.
  • Purple Is Powerful: Has a color scheme that's predominantly purple, and he has the bulk to back up the 'powerful' part.
  • Red Eye, Take Warning: As the picture should show.
  • Red Oni, Blue Oni: The Blue to Starscream's Red, though he can dip into red territory (namely, anger) if pressed.
  • Reports of My Death Were Greatly Exaggerated: Spoken almost word for word upon his return.
  • Running Gag: His tendency to threaten Starscream and then back off when the latter appeals to his sense of logic.
  • Sixth Ranger: Doesn't actually join until the start of Season 3.
  • Soft-Spoken Sadist: He's disturbingly effective at this when he uses his cortical psychic patch. The Creepy Monotone helps.
    Wheeljack: Do your worst, Doc. I'm a Wrecker. I can take it.
    Shockwave: Trust me. You, in fact, cannot.
  • The Spock: As is tradition.
  • The Stoic: He's not above Tranquil Fury though.
    • Not So Stoic: The beginning of "Minus One" has him angrily accusing Starscream of trying to kill him and nearly driving the Seeker's eye through a jagged piece of cybermatter. Had Starscream not appealed to his sense of logic, he would have killed him.
    • He's also horrified (albeit in a much more subtle way) when Unicron appears with Megatron's possessed body, and then starts reviving Predacons as zombies.
    Shockwave: It is... not logical.
  • Super Strength: Gets engaged in a tug-of-war with Bumblebee and Smokescreen over a Predacon fossil. With one hand, he matches both of them pulling as hard as they can.
  • Tank Goodness: His altmode is a massive Cybertronian armored vehicle.
  • Torture Technician: Back on Cybertron, if you needed information out of a prisoner, you sent them to him. Also applies to present day, although he seems to prefer the Cortical Psychic Patch, and his experience with it allows for less Mind Rape and more Journey to the Center of the Mind, this at least leaves the prisoner alive, but seeing how they're in his captivity, that's not always a good thing.
  • Tranquil Fury: In "Rebellion", when the Autobots sent Predaking to the Arctic to freeze, he calmly makes his way down to the ground and hands them their skid-plates.
    • In Minus One, he makes it very clear that he is not happy with Starscream leaving him at the mercy of the Autobots, which resulted in the former's lab being destroyed the previous episode, and nearly forcing the latter to share his "perception of things", all without raising his voice. He only relents when Starscream made a logical argument that his error in judgement did provide him the means to create the Cybermatter.
  • Unflinching Walk: When Darkmount is blown up and large shrapnel is raining down on him, he looks up, radios Soundwave saying "I require a groundbridge," and calmly walks into it as the fortress collapses.
  • Unknown Rival: Seemingly oblivious to Starscream's efforts to show him up. Until "Minus One," anyway.
  • Verbal Tic: The Japanese version has him using "Shock" like it was the word "Smurf".
  • Villainous Friendship: Much like Soundwave, Megatron treats him with a great amount of respect and never abuses or shouts at Shockwave. Compare to how he treats Knock Out or Starscream. Shockwave in turn has no plans to betray Megatron and is far more loyal than most of the other officers. Apparently it's so genuine Starscream gets jealous.
  • What Happened to the Mouse?: Shockwave survives the Terrocon/Predacons tearing him apart, and is last seen convincing the Predacons to go and stop Unicron, after that he disappears.

    Other Decepticon Forces 

Click here to see their Alt-mode 

The basic Decepticon footsoldiers, they are basically a faceless mass who can be tough, but don't possess a lot of skill to properly challenge the Autobots despite their vast numbers. They come in three varieties, Miners, who have dual optical bands and are clearly smaller and lighter armed, Sports Cars who are more heavily armed and form the bulk of their forces, and the Aerial Fighters who transform into jets.

  • Airborne Mook: The jet Vehicons.
  • Arm Cannon: Their main means of ranged assault.
  • Attention Deficit... Ooh, Shiny!: Wheeljack and Arcee state Vehicons are very easily distracted.
  • Chest Insignia: The Decepticon emblem.
  • Conservation of Ninjutsu: The Vehicons' first appearances from "Darkness Rising" showed one of them being strong enough to fight Bulkhead hand-to-hand, and prior, two of them being on the winning side of a battle against Arcee and Bumblebee until Bulkhead showed up to assist. As the series has gone on, they have still managed to get a few odd lucky hits in here and there, but with the Autobots continuously facing larger numbers of them, their overall combat effectiveness seems to have decreased somewhat.
  • Cool Car: The ground-based variant's alt mode.
  • Cool Plane: The space-faring variant's alt mode.
  • Cyber Cyclops: With the exception of those in the miner class, they all have a single V-shaped optical band.
  • Elite Mooks: Starscream's Seeker Armada who are distinguished from the regular jet vehicons by their silver-paint. Although, while they may be elite, they still don't ever seem to stand too much of a chance against the Autobots.
  • Evil Minions: Civilian-class Vehicons.
  • Eva Fins: In addition to wings, the jet variants sport these as part of their kibble.
  • Faceless Goons: Unless they're just wearing masks, they seem to only have red visors and no mouths.
  • Good Old Fisticuffs: They're rather good with their fists, actually. They can even fight Bulkhead one-on-one, which really is saying something, since he's a good head taller than them and much bigger.
  • Heel–Face Turn: As of Predacons Rising, many Vehicon troopers could be seen under Bulkhead's command while helping to rebuild Cybertron.
  • Imperial Stormtrooper Marksmanship Academy: Not to say that they miss every time, but... on several occasions they're shown to miss stationary targets the size of Bulkhead.
  • Informed Ability: During "Thirst", Starscream calls them highly trained. They sure don't show it. You'd think the Description Cut of one being jumped by a zombified Breakdown was done to ram the point home.
  • Interservice Rivalry: With the Insecticons, there being an element of Fantastic Racism between the two services.
  • Kick the Dog: A couple of them beat up Orion Pax and keep doing so despite his pleas for mercy. It didn't end well for them.
  • The Klutz: Many of them are very clumsy and accident prone. The reformed Vehicons working under Bulkhead in Predacons Rising being some of the best examples.
  • Mecha-Mooks: The main infantry of the Decepticon army.
  • No Mouth: They appear to lack mouths.
  • Red Eyes, Take Warning: They each have red visors.
  • Send in the Clones: Word of God states that the endless hordes of identical Vehicons are clones, this is implied by the Vehicon-like faces of the protoforms Starscream uses to create his clones.
  • What Measure Is a Mook?: They're called drones and generally treated as cannon fodder, with there being no short supply of them to be beaten around by Megatron or Starscream or killed en masse by the Autobots. But, despite all that there is still evidence to suggest that they're not actually unsentient, as they've also been shown on more than one occasion to possess their own personalities and even opinions.
    • "Regeneration" proved once and for all that they are indeed sentient Transformers with sparks, when Smokescreen activates the Spark Extractor amidst a squadron of Vehicons and all of them fall lifeless when hit by the expanding energy wave.
  • Winged Humanoid: The aerial Vehicons' only obvious difference from the ground Vehicons is the presence of a large pair of wings on their backs, as a consequence of their alt-mode wings.


Basically Cybertronian beasts, Insecticons are largely allied with the Decepticons and are often placed in stasis pods until they are awakened. They appear to be savage beasts incapable of higher thought process, but they reveal themselves able to speak later.

  • All There in the Script: One of the Insecticons is given the name Bombshock, according to the credits of "Project Predacon". Bombshock's the one voiced by Steve Blum.
  • And Then The Insecticons Were Terrorcons: Were converted into vampiric Terrorcons by Airachnid.
  • The Berserker: They are more like animals than the regular characters and when pointed to attack something, just one Insecticon is able to give Megatron a hard time.
    • And then Airachnid finds an army of them...
  • Big Creepy-Crawlies: With an altmode of a beetle.
  • Conservation of Ninjutsu: In their early appearances they proved to be exceptionally powerful, the sentry on Cybertron easily shrugged off Arcee's attacks and bested her fairly easily, and later Airachnid's Insecticon from Crossfire proves powerful enough to go one-on-one against Megatron, and wounds the Decepticon leader to the point of exhaustion before he is able to kill it. Come "Armada", where a swarm of them are present, and they go down with surprising ease.
  • Disney Villain Death: The Insecticon left behind as a sentry in Kaon, which dies when it gets its limbs chewed off by Scraplets and falls into the bowels of Vector Sigma's chamber.
  • Elite Mook: First seen in "Orion Pax, part 3". Whenever they show up, it becomes a much more difficult fight for the Autobots.
  • Expy: Their design (especially the face) and behavior call the Ultralisks to mind.
  • Fragile Speedster: Their flight mode is consistently portrayed as being much, much more fragile than their ground mode. Even Arcee's guns have racked up a couple of midair Insecticon kills.
  • Fate Worse than Death: They all wind up stranded on one of Cybertron's moons with an infectious Energon vampire who can telepathically control them. Guess what happens.
  • Giant Mook: Their robot mode towers over most other robots.
  • Good Lips, Evil Jaws‎: Their fangs are set into their faces, contrasting with every other Cybertronian race.
  • Guttural Growler: Some take this trope Up to Eleven.
  • Interservice Rivalry: With the Vehicons.
  • The Juggernaut: It says something that the one in "Crossfire" has to have its head cut off by Megatron to finally die.
  • Lightning Bruiser: They aren't just bigger and stronger than Vehicons, they are also faster.
  • Meteor Move: Airachnid's Insecticon pulls a uniquely vicious variation of this move on Megatron: It launches Megs into the air, flies after him and rips a chunk of his shoulder off with its mandibles in mid air, then strikes him once more and opens fire as he hits the floor.
  • More Teeth than the Osmond Family: Their mouths are lined with fangs.
  • Off with His Head!: How Megatron finishes off Airachnid's pet Insecticon.
  • Put on a Bus to Hell: Though it's really more of Airachnid's Bus To Hell with them along for the ride, their collective fate is... unpleasant.
  • Red Eyes, Take Warning: The eye visor of an Insecticon is bright red.
  • Roar Before Beating: They tend to let out grating screeches before attacking their opponents.
  • So Last Season: Six Insecticons fight Optimus' second form in season 3, and get thoroughly trounced. Remember, just one of these gave Megatron a hard time in season 2.
  • Suddenly Voiced: At the end of "Armada", the remaining Insecticons swear loyalty to Megatron in actual speech instead of their usual shrieks.
  • Top-Heavy Guy: In bipedal mode, their frame has proportions closer to those of a gorilla than a humanoid.
  • Weaksauce Weakness: Insecticons, despite being Made of Iron and having Megatron-level strength, can be dropped by a single laser-blast even from less powerful Transformers. It goes a long way in explaining why Insecticons obey the Decepticons in the first place, but it's never really shown why they're so allergic to otherwise fairly weak lasers.
  • Why Did It Have To Be Scraplets?: The Cybertron sentry from "Orion Pax, Part 3" tries to flee in fear when it notices a swarm of Scraplets before it. Key word: tries.

The Nemesis/Trypticon
My mission assumes priority. Any Cybertronian who interferes... will be neutralized.

The former Decepticon monstrosity known as Trypticon, reconfigured into the Decepticon Warship known as the Nemesis after failing to destroy the Autobots during the Great War, as a means for the Decepticons to travel across star systems and plunder worlds for resources. The conversion robbed him of his former body and mind, leaving him a blank slate and allowing the Nemesis to serve as nothing but a vessel for eons. In present day, it serves as the main Decepticon base on Earth, constantly traveling around the globe and under heavy shielding to avoid detection. The ship very briefly regained a mind of its own when Megatron used the very unpredictable Dark Energon to repair its systems.

  • A.I. Is a Crapshoot: Even among Decepticons he is this, he caused Megatron trouble and wanted to killed them off.
  • All There in the Manual: It isn't really mentioned in the episode "Flying Mind", but this isn't exactly the first time the Nemesis has been alive in this universe. It used to be Trypticon.
  • Anti-Mutiny: It was very single-minded about completing Project: Iacon and put the Decepticons in stasis when they tried to retake control of it.
  • Ax-Crazy: His voice drops with homicidal rage.
  • Cool Starship: Looks pretty good for Decepticon.
  • Composite Character: This version of the Nemesis is Trypticon, whereas there was no connection in prior Transformers media.
  • Evil Sounds Deep: Has a deep voice.
  • Guttural Growler: Extremely guttural growler.
  • Killed Off for Real: The ship itself is still in one piece but its sentience has since been defeated, at least until it was accidentally reawakened using Dark Energon.
  • Mode Lock: Its current status. Transformers: Fall of Cybertron establishes that Trypticon's conversion into the Nemesis is a permanent change.
  • Living Ship: A Genius Loci type ship.
  • The Paralyzer: Paralyze his prey before he destroys them.
  • The Starscream: It ruled that Megatron and the Decepticons were a threat, and put them in stasis.
  • Wave-Motion Gun: Has a massive energy cannon which stows in the hold when not in use. This particular implement is used to destroy the Autobot base in "Darkest Hour."

Orion Pax

See Transformers Prime Autobots.


See Transformers Prime Predacons.


See Transformers Prime Other and Breakdown's folder.


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