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Character Bios: Decepticons


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Megatron [voiced by Hugo Weaving]
Alternate Mode: (TFTM) Cybertronian Jet. (ROTF) Cybertronian Tank/Flying Tank
Appearances: Transformers the Movie; Revenge of the Fallen
Weapons: (original body) right arm transforms into a flail, right arm transforms into an energy weapon, both arms combine into fusion cannon. (second body) right arm is a 'death-lock pincer' claw weapon, which can also fire off shots from a built-in fusion cannon.

"You still fight for the weak! That is why you lose!"
Megatron founded and led the evil Decepticon faction. In pursuit for the AllSpark, the ancient artifact that gave their planet life, Megatron followed it to Earth thousands of years ago. However, he crash landed on the Arctic, and was buried in ice. There he remained, comatose, until Archibald Witwicky accidentally plunged into Megatron's icy prison during his expedition in 1897. Captain Witwicky accidentally activated Megatron's navigational systems and the coordinates of the AllSpark was burnt into his glasses. It also had the side effect of driving Captain Witwicky mad, unfortunately. In the 1990s, Megatron was dug out of the Arctic by Sector Seven, and was transported to the Hoover Dam and kept under constant cryogenic conditions. Lots of technology were reverse-engineered from Megatron, dubbed N.B.E.-One, the Ice-Man or Mega-Man by the humans. In 2007, the Autobots and Decepticons have tracked the AllSpark to Earth. With sabotage courtesy of Starscream and Frenzy, Megatron was released from his icy prison. Screaming his name, Megatron transformed his arm into his mace weapon and crushed the walkways built around him. He transformed into his jet mode and shot out of the Dam, meeting Starscream, who had taken charge of the Decepticons in his absence. Megatron berated Starscream for letting the humans take the Cube, and flew towards Mission City. After Starscream and Devastator began their attacks, Megatron landed, crying out his name again as he charged at the Autobots. Ratchet called for a retreat at the sight of the larger Megatron. Jazz tried to hold Megatron off, but his attacks proved ineffective and insignificant compared to Megatron's. Snatching the smaller Autobot, Megatron took him onto the top of a building. Jazz defiantly still fired at Megatron, and the Decepticon leader tore the Autobot into two. He observed the battle from his perch until Optimus Prime arrived, upon which he tossed the halves of Jazz's corpse aside. Seeing his arch-enemy, Megatron flew straight at him. Optimus hung on to Megatron, and they drove through a building before crashing onto another part of the street. It was a battle of words and fists. Megatron combined both his arms to form his fusion cannon, and blasted Optimus onto a building, putting the Autobot out of commission temporarily.

Megatron then chased Sam, who had the Cube, tearing through a dilapidated building and bursting into its roof. Despite him having nowhere to run, Megatron offered Sam a chance to live as his pet. Sam refused, and Megatron tore the side of the building with his mace. Optimus saved Sam, but Megatron tackled him and sent them to the ground below. Megatron flicked off a human, before engaging Optimus Prime in a fierce battle. It was apparent that Megatron had the upper hand, but he was attacked by the Air Force and Lennox's men, attacking with sabot rounds. Optimus Prime then attacked Megatron again. Despite his damages the deraged Megatron reached out for the AllSpark. Sam pushed the AllSpark into Megatron's chest, overloading him and metling his already destroyed chest armour. Megatron convulsed, before collapsing to the ground dead. Optimus told his 'brother' that he had left him no choice. Later Megatron's corpse was dumped in the Laurentian Abyss.

"Even in death there is no command but mine!"
Megatron's death did not last long, however. A mere two years after his death, Soundwave engineered a chain of events that resulted in Megatron's revival via the AllSpark shard that was stolen from Diego Garcia. Megatron was reformatted into a new body, and he flew up to the surface, tearing through a submarine in the process. Megatron immediately flew to the crashed Decepticon warship on one of Saturn's moons. Megatron met up with Starscream again, and beat him up a bit for leaving him on Earth and assuming command, accidentally killing a hatchling in the process. Megatron then reported to his master, the Fallen, and informed Fallen of his failure. The Fallen, however, told Megatron that all is not lost and that the information could be gleaned from the information transferred to Sam Witwicky. Fallen also told Megatron to kill Optimus Prime, the only being who could defeat him. Megatron traveled to Earth with Starscream again, and Grindor brought the humans to an abandoned foundry where the two were waiting. Megatron pinned Sam down on a table with his fingers, promising Sam that he would be killed painfully... but after some business first. Doctor was dispatched, and after he did his stuff, Megatron was intrigued by the glyphs in Sam's brain. Doctor wanted to cut out Sam's brain, something Megatron encouraged. Optimus and Bumblebee arrived to rescue the humans, however, and Megatron immediately moved to engage his nemesis. However, a shot from Optimus sent him crashing through the wall of the foundry. Megatron transformed into tank mode and pursued Optimus and Sam. The two leaders battled, exchanging blows. Megatron called Starscream and Grindor in to catch Sam, and the battle began in earnest as Optimus took on all three Decepticons at once. At one point Megatron kicked Optimus in the face, ripping off his faceplate. Megatron asked Optimus if the survival of their race isn't worth a human life... to which Optimus responded that Megatron wouldn't stop at one. Megatron got chunks out of his knees torn out by Optimus. But when Optimus was looking for Sam after killing Grindor, Megatron got the drop of him, stabbing Optimus Prime through the chest with his gigantic claw-like right arm, and opening fire, killing Prime.

However the rest of the Autobots arrived and drove Megatron and Starscream away. The two Decepticons rendezvoused on top of a skyscraper. Megatron berated Starscream for losing the boy, but decided that they have no need to hide anymore... and since the boy had hidden in the mass of humans, Megatron decided to let the humans do their work. Megatron helped Fallen broadcast a message to a humans by commandeering the Empire State Building's radio tower. Megatron flew to Egypt, landing on top of the pyramid that contained the Solar Harvester, where he was informed by Starscream that the humans have brought Prime's body. Megatron ordered the Decepticons to begin their assault, and later ordered Devastator to assault the pyramid. He later shot down the second Jordanian helicopter. When Sam neared the NEST position, Megatron flew in and killed several NEST soldiers while pursuing Sam. He survived the airstrike, and literally tore the ground apart with his firepower and killed the boy. However, he was driven off by the massed fire from the Autobots and humans. Megatron flew up to the now-uncovered Solar Harvester and met up with the Fallen, who activated the doomsday weapon. However, Optimus had combined with Jetfire and knocked both Megatron and Fallen off the Harvester before blowing the Harvester up. When Fallen battled with Optimus, Megatron headed to help his master. However, Optimus Prime broke his death claw ensemble, and made him eat a shot from his own cannon. Megatron was then blasted with Optimus' afterburners, sending the damaged Decepticon through some ruins. Megatron could barely call for Starscream, and the two watched as Optimus killed Fallen. Starscream suggested that they would survive if they run away. Megatron followed his lieutenant's suggestion, but promised the Autobots that it isn't over.
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Starscream [voiced by Charlie Adler]
Alternate Mode: Lockheed Martin F22 Raptor Fighter Jet (in ROTF he has tattoos all over the jet mode)
Appearances: Transformers the Movie; Revenge of the Fallen
Weapons: Missiles in vehicle mode. Right arm can transform into a six-barrelled missile launcher. Left arm-mounted has a gatling gun. Right arm transforms into a buzzsaw. Able to release EMP burst.

"I live to serve you, Lord Megatron."
Starscream took command of the Decepticon forces after Megatron's disappearance. He was lying in wait in an air force base when Frenzy reported to him about the location of the AllSpark... and Megatron. Despite himself Starscream mobilized the Decepticons on Earth and headed towards Hoover Dam. He was the first to arrive, and he transformed and opened fire onto the generators with his missiles, allowing Megatron to be freed from his icy prison. Soon, with help from Frenzy, Megatron flew out of Hoover Dam, upon which Starscream swooped in and greeted him. Starscream immediately affirmed his (ahem) loyalty to Megatron, but the Decepticon leader was more concerned about the AllSpark Cube, and berated Starscream for his failure upon learning that the humans have taken it. During the battle in Mission City, Starscream proved very effective, fooling the humans into believing that he's a jet from the Air Force although it failed to fool the Autobots. Ironhide and Bumblebee tried to provide cover for the humans but Starscream opened fire, blowing Bumblebee's legs off. Later he swooped down to attempt to steal the Cube from Sam, landing and using his massive size to block the traffic. Starscream exchanged fire with Ironhide and Ratchet and managed to beat them rather effortlessly with his firepower, but the Autobots drove Starscream away. Starscream's attack caused the two Autobots to be unable to continue and protect Sam, however. Starscream later perched on top of a building as Megatron confronted Sam, and Starscream blew up the Blackhawk helicopter that tried to rescue Sam and the AllSpark. When the real Air Force arrived, Starscream made use of his disguise and masqueraded as one of the F22 Raptors, successfully destroying three of the Raptors during the resulting battle, but the Raptors regrouped and drove him off. After Megatron's death Starscream flew away from Earth, promising that he'll be back.

"In your death, someone had to take command."
Starscream wasted no time in assuming leadership of the Decepticons. Two years after Megatron's death, Starscream found himself in the crashed Decepticon warship on one of Saturn's moons, under orders from the Fallen to help spawn the hatchlings. Soundwave later engineered Megatron's revival. Starscream (who may or may not know of this) greeted Megatron, but Megatron quickly gave Starscream a beating for leaving him for dead and assuming the position that was rightfully his... even when he's dead. During this confrontation, one of the hatchlings was hatched prematurely when Starscream was slammed onto its stasis pod. Later, when Fallen and Megatron were discussing their moves, Starscream confirmed that they had set sights on Sam Witwicky, as well as the fact that the hatchlings will keep dying without energon. Starscream later accompanied Megatron to Earth, waiting in the abandoned foundry as Grindor delivered the humans to them. Using his buzzsaw arm, Starscream bisected the car that the humans were delivered in. When Optimus Prime and Bumblebee arrived, Starscream traded fire with Bumblebee. Starscream followed Megatron to the forest, and began to run after Sam, but Optimus Prime tackled him and kicked him right in the mouth. Starscream opened fire onto Optimus Prime, but at one point he was used as a shield, sending his fire spreading wildly. Prime later sliced off his arm, and used it as a club to beat him. Optimus was killed by Megatron, but the other Autobots' arrival forced Starscream and Megatron to beat it. Starscream and Megatron rendezvoused on top of a skyscraper. Megatron wasn't really pleased that Starscream lost track of the boy, and hit Starscream with his own arm and ground him under his feet. Megatron then decided to reveal the Decepticon presence to the world. Starscream reattached his arm, and later stood openly on top of another skyscraper. After Soundwave discovered Sam's location, Starscream was contacted and rained fire on Bumblebee's group, forcing them to split up.

At this point, Starscream has covered himself in Cybertronian glyphs, announcing to the NEST team that he wasn't a friendly... before unleashing a EMP pulse that scrambled all the communications in the area. Starscream saw Optimus Prime's body and reported this to Megatron atop the pyramid. During this battle he constantly took to the air, circling the area. He later took Long Haul, Ravage and two Protoforms in search for Sam, opening fire randomly.. Insecticon located the humans, and Starscream blew up the roof of the building they were hiding in, and after Scrapper failed to stop them Starscream began to open fire at the rooftops. He took to the air and ordered Rampage to spring the trap with Sam's parents... but it failed. Starscream continued flying around, but played a minor role until Megatron, defeated by a resurrected Optimus, called for him. Starscream accompanied Megatron and they both watched as Optimus killed the Fallen. Starscream suggested to Megatron that cowards to survive, and the two surviving Decepticons took off.
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Blackout
Alternate Mode: MH-53 Pave Low IV Military Helicopter
Appearances: Transformers the Movie
Weapons: Machinegun and missile launcher mounted on wrists, rotor blades can be used as hand-held weapons, chest-mounted cannon, electronic shockwaves from weapons or feet, Scorponok.

"All hail Megatron!"
In the recent past, Blackout (or possibly Starscream) was presumably responsible for the destruction of the Beagle 2 Rover on Mars. When the Autobot-Decepticon war spread to Earth, Blackout was the first Transformer to reveal himself. He took the form of a helicopter with the serial number 4500X, which was shot down in Afghanistan a couple of months ago (possibly by Blackout himself). Blackout was radio silent as he approached the SOCCENT base, and as a result was surrounded by the military forces. Blackout's holographic pilot disappeared and he transformed, opening fire with his rockets and machineguns to blow up the forces immediately around him. Blackout then unleashed a sonic explosion that shattered all the windows and immobilized communications. He then began the assault on the base proper, sending waves of sonic energy to tear large chunks of the base apart. Blackout ripped open the roof to a data storage room and attempted to hack into the US database from there, but his efforts was thwarted by Colonel Sharp severing the hard lines. Thus foiled, Blackout then began to eliminate the witnesses — namely, the entire base, which was unprepared for him. He nearly stepped on Robert Epps, and realized that the sergeant took a thermal image of him. Blackout was about to open fire at the human with the cannon mounted on his chest, but Epps' partner Figueroa shot Blackout in the face, blinding him for their group to make good their escape. Blackout dispatched Scorponok to hunt down these humans, and he devastated the rest of the base.

Much later, Starscream rallied the Decepticons. Blackout, flying above a desert, was the last to respond to Starscream's rallying call, adding with him the message 'all hail Megatron!', making it clear where his true loyalties lay. Blackout arrived on Mission City shortly after Devastator, perching on top of a building and freaking the hell out of Lennox. When Sam tried to run away with the AllSpark Cube, Blackout swooped down in an attempt to obtain the AllSpark. Ironhide opened fire, throwing a car at Blackout, but the Decepticon blew it up, knocking down Ironhide. Blackout activated his rotor blade weapon, and tried to slice apart the nearby vehicles, but Sam eluded him. Massed fire from Ironhide and Ratchet forced him to retreat. Blackout flew away, but returned again soon after when Optimus Prime and Megatron are battling. Ever loyal to Megatron, Blackout landed and prepared to support his master. He was in the midst of reloading his wrist-mounted rifle when he noticed a green dot of light dancing around his hand. Blackout turned and saw the human survivors from his attack in the SOCCENT base. Blackout began to open fire, but Captain Lennox, riding a motorcycle, drove towards Blackout and shot him with a missile launcher under his chest (a thinly-armoured spot) and on his crotch. At the same time, the Air Force launched missiles and the combined attack killed him. His remains were visible among the Decepticons whose corpses were dumped into the Laurentian Abyss.
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Scorponok
Alternate Mode: (always a Scorpion), possibly a General Electric T64 Engine of Blackout's alternate mode. The toyline gives him a robot mode.
Appearances: Transformers the Movie; Revenge of the Fallen
Weapons: Pointed tail and claws, energy blasts from claws, ability to dive and move in the sand.

After Blackout lost sight of Epps, he launched the bestial Scorponok from his back to hunt them down. Diving into the sands, Scorponok trailed Major Lennox's party. As he burrowed through the sand, however, he gave away himself when he inadvertently knocked down a billboard. Scorponok then let his tail jut out of the sand, ready to impale Lannox, but the other soldiers opened fire. Scorponok moved fast, impaling Donnelly through his back and dived back into the sand. Scorponok then alternately burst in and out of the sand as he pursued the humans. The chase reached a village, and Scorponok opened fire at the villagers and soldiers, fatally wounding Figueroa in the process. The humans' weapons fire didn't do much than annoy Scorponok. However, the humans managed to contact the Pentagon and then the Air Force. While Scorponok survived the first salvo, the second strike was much stronger, blowing off the tip of Scorponok's tail and forcing him to retreat, burrowing into the sand. Scorponok's tail was taken by the military, but it spasmed, nearly taking Epps' hand with it when it suddenly leapt upwards.

Scorponok remained in the desert for two years, presumably regenerating his tail during this period. He participated during the battle in Egypt, bursting out of the sand and attacking Jetfire, burrowing into the Autobot's chest and stomach, mortally wounding him. Jetfire managed to pull Scorponok out and crushed his head with his fist.
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Frenzy [voiced by Reno Wilson]
Alternate Mode: GPX Portable Stereo (full body); Nokia 8800 (head only)
Appearances: Transformers the Movie, Revenge of the Fallen (corpse)
Weapons: Arm-mounted machineguns, shuriken-like discs launched from his chest, head can survive independent of the body.

"Stupid insects tried to shoot me..."
The hyperactive Frenzy stowed aboard the Air Force One is his guise of a boom box. The roughly man-sized Decepticon snuck around the unsuspecting humans, piggybacking on a stewardess while she entered the secure rooms to get Ding Dongs for the President. Left alone, Frenzy merrily began hacking into the database to finish what Blackout couldn't do, whilst at the same time uploading a virus that would later wreak havoc with the US communications. However his efforts were thwarted when Maggie Madsen's team discovered his attempts to break in and disconnected the connection. In frustration Frenzy banged his head on the screen, although the sight of a report on Archibald Witwicky and Cybertronian glyphs caught his attention. The secret service agents came in, firing at Frenzy with their handguns. Frenzy returned fire with the machineguns mounted on his four spindly arms, as well as shooting shuriken-like discs that killed the three agents that saw him. When the others entered the room, Frenzy had already transformed, sitting innocently in his boom box mode whilst eyeing the humans. When the Air Force One was landed due to the attempt, Frenzy slid out of the landing wheels, and hiding his face, snuck past the humans and entered Barricade, who was waiting for him. Frenzy gave the humans the finger, before rapidly telling Barricade everything that had transpired. He did an search for Witwicky in the internet and from there found out about the glasses in Sam's eBay page. Barricade headed out to find the human.

When they finally encountered in the power plant, Barricade fought Bumblebee, but released Frenzy from his chest compartment. Frenzy assaulted Sam, tearing his jeans off. The Decepticon grappled with Sam, headbutting him and pinning him down, but Mikaela arrived with a chainsaw and hacked Frenzy's head off. Sam punted Frenzy's head away. However, having a decentralized nervous system Frenzy's head sprouted spider-like legs from his mandibles, and crawled over to Mikaela's abandoned purse and took the form of her Nokia mobile phone. Frenzy piggybacked to Sam's house, peeking out and being spooked by a goldfish during the process. Frenzy later scuttled out when Sam and Mikaela found themselves in the Hoover Dam, but he slipped and fell down the Dam's side, and ended up in one of the small ventilation tunnels that led into the Dam. Frenzy found his way to the AllSpark chamber, and the AllSpark regenerated his body back into its full form. Frenzy contacted their de facto leader Starscream, who soon assaulted the Hoover Dam. While Starscream took out the main generators, Frenzy killed the technicians manning the cooling console and deactivated the machines keeping Megatron on. Ice. Frenzy later assaulted Simmons, Keller, Maggie and Glen outside the alien archives chamber, trying to prevent them from sending an SOS to the Air Force. The humans held Frenzy away from the door with a flamethrower and several shotguns, but Frenzy found a way in through the ventilation shafts. He faced off against the humans, but while taking cover behind a pillar, one of his shurikens ricocheted. Frenzy turned to fire at the humans, and the ricochet cleaved his head apart. His last words were 'oh shit'.

Two years later, the dead Frenzy's head was apparently spirited away by Simmons alongside numerous S7 files, reconstructed and put in a trophy jar. Simmons claimed it was still radioactive.
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Barricade [voiced by Jess Harnell]
Alternate Mode: Saleen S281 Mustang Police Car
Appearances: Transformers the Movie
Weapons: Spiked blade-like melee disc weapons mounted on hands, extendable claws in vehicle mode.

"Are you username Ladiesman two-one-seven?"
Barricade, masquerading as one of the police cars responding when the Air Force One landed, picked up Frenzy. His smaller partner shared to him the findings from what he had hacked from the military base, and Frenzy suggested that they follow the lead of someone who had seen their language— Archibald Witwicky. A quick search in the internet heralded Sam's eBay page with the glasses, and Barricade drove off to get this from 'Ladiesman217'. He accosted Sam in a deserted parking lot, scaring him by revving up at him and extending those claw headlights, before transforming. Slamming his hands onto a car, he demanded to know about Sam's ancestral artifacts in that sort of 'bad cop' type of interrogation. The frightened Sam tried to run, and Barricade pursued the human but was sideswiped by Bumblebee. While Sam and Mikaela escaped in the Autobot, Barricade recovered, transformed and gave chase. The chase took place until day gave way to night, and Barricade came onto blows with Bumblebee, both transforming. Barricade deployed his spinning his blade-covered wheels like a flail at Bumblebee. Barricade and Bumblebee engaged in a hand to hand battle, but Barricade was felled, lying defeated on the ground. He got better just in time to respond to Starscream's rallying call, driving across a city and later rendezvousing with Bonecrusher and Devastator. Barricade and Bonecrusher pursued the Autobots through the highway, using his siren lights to break the traffic. However, he did not participate in the final battle.

Notes: Barricade was slated to be killed by Optimus just after his fight with Bonecrusher, but the scene was cut although it was included in many adaptations. His not-death was retconned into the comic continuities by both IDW and Titan comics.
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Bonecrusher [voiced by Jimmy Wood]
Alternate Mode: Buffalo MPVC Mine Clearing Vehicle
Appearances: Transformers the Movie
Weapons: Claw-like tail mounted on his back.

"Ah hate ya!"
Bonecrusher, hiding out in a military base (he hated hiding), responded to Starscream's call and drove away. The bundle of hate drove alongside Devastator and Barricade as they moved towards the Hoover Dam. When the Autobots raced for Mission City, Bonecrusher and Barricade pursued them. While Barricade is content to use his sirens to clear a path, Bonecrusher hates traffic and he hates humans, so he used his mine-clearing claw to toss human cars out of his way. He transformed into robot mode, rollerblading like an American Footballer as he charged straight through a bus and tackled the hated Autobot leader Optimus Prime. Roaring as they tumbled down through the overpass, Bonecrusher attacked Optimus with his long fists and jaw-like tail. Optimus Prime punched his face in, causing one of his eyes to fall out (he hated that). The battle proceeded to the base of the highway, where Bonecrusher began screaming that he hated Prime (no surprises) as he tried to trap Optimus within his jaw-like claws. However, Optimus used the cover of a pillar to unsheath his blade, and forced it into Bonecrusher's neck and tore his head off, killing the Decepticon. He hated that.
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Devastator a.k.a. Brawl
Alternate Mode: Modified M1 Abrams Main Battle Tank
Appearances: Transformers the Movie
Weapons: Tank turrets in both robot and vehicle modes, a machinegun mounted on right arm, two claws mounted on left arm, two sets of missile pods mounted on his shoulders, secondary turrets.

"Devastator reporting."
Devastator hid out in his tank alternate mode in a military base until Starscream mobilized the Decepticons. Devastator drove out, crashing through the fences and rendezvoused with Bonecrusher and Barricade as they made their way to the Hoover Dam. Devastator made his way to Mission City separate from the other two, and began shelling the Autobots and humans in his vehicle mode. Jazz and Ironhide headed to intercept, the former forcing him to transform by pulling at his turret, and the latter opening fire at him. Jazz knocked off one of Devastator's missile launchers, while Ratchet jumped up and sliced off Devastator's left arm with his buzzsaw. Devastator threw Jazz off him, and held back the other Autobots until they scampered off to help Sam. Devastator then continued his assault, pouring his incredible arsenal of weaponry on the Autobots and later Lennox's group of human soldiers, pinning them down and shrugging off any resistance the humans might muster. A simple creature, Devastator is more concerned about destruction than actually chasing Sam and getting the AllSpark. However, the crippled Bumblebee, with some assistance from a towtruck-driving Mikaela, opened fire onto Devastator, blowing up the main cannon on his right arm, and then killing him with a shot that hit straight onto his head, toppling the seemingly indestructible brute.

Notes: While the name used in the movie is Devastator, Hasbro had mandated that the tank Decepticon be named Brawl, and it was the name used in all the toys, games and merchandise for the tank Decepticon. Devastator was supposed to be changed to Brawl before the final cut, but Michael Bay loves the name Devastator, so it stayed. Although ROTF has its own Devastator, I like fiction better than toys and Hasbro mandates, so Deavastator it is.
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The Fallen [voiced by Tony Todd]
Alternate Mode: Protoform (Cybertronian Destroyer in the toyline)
Appearances: Revenge of the Fallen
Weapons: Command Staff, telekinesis, teleportation.

"Revenge is mine!"
The Fallen is one of the original Seven Primes, and the most powerful one among them. When the Primes arrived on Earth, they built a Solar Harvester but decided against using it because there was life in the form of humans. The Fallen callously crushed one under his feet and examined another, and wanted to activate the Harvester anyway. This sparked a battle between the Fallen's forces and the other Primes over the Matrix of Leadership. The other Primes stabbed Fallen and hid the Matrix. Details are sketchy for the thousands of years between, but it is known that the Fallen had a hand in founding the Decepticon faction. He also betrayed Jetfire and left him on Earth to rust. Upon Megatron's revival he immediately seeked out the Fallen, who was sitting in what appeared to be a life-support chair in a crashed Decepticon warship on one of Saturn's moons. The Fallen explained to Megatron that despite the AllSpark's destruction, the knowledge inside the AllSpark had merely been transported into Sam's mind. The Fallen also remarked that only a Prime can defeat him, and he orders Megatron and Starscream to seek out both Optimus Prime and Sam. The Fallen remained sitted in his chair until Optimus' death, which he senses. The Fallen rose from his chair, and later was among the Decepticons that sunk USS Roosevelt upon making planetfall. The Fallen made an global announcement to the 'human hive' to hand over Sam Witwicky to the Decepticons.

Fallen initially did not participate in the battle in Egypt, letting his minions battle until the Matrix has been formed. Upon seeing this the Fallen teleported to the recently revived Optimus Prime, knocked the other Autobots backwards and stole the Matrix. He teleported up to the Solar Harvester and activated the machine. The massed human forces opened fire at the Fallen, but he raised his arms, and using his telekinetic powers lifted the helicopters, tanks and missile launchers, blowing them up with their own weapons before letting them tumble down the sides of the pyramid to their doom. F22 Raptors tried to gun him down, but Fallen raised rocks that blew up several of the pitiful human fighter jets. However, Optimus Prime, empowered with parts from Jetfire, flew up and knocked Fallen off the Solar Harvester. The Fallen battled with Optimus, scoring a few hits until Megatron engaged the Autobot leader. After Megatron was defeated the Fallen and Optimus battled again, both verbally and physically. The Fallen managed to tear off one of Prime's afterburners and hit him with it, but while grappling Optimus Prime managed to wrestle Fallen's staff from him, impale him through the face and proceeded to rip it off. The Fallen tried to escape, but Optimus punched through the traitor Prime's chest, tearing Fallen's spark out and crushing it. The Fallen's corpse toppled down dead, dribbling molten metal from its mouth.
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Soundwave: [voiced by Frank Welker]
Alternate Mode: Cybertronian Jet-Satellite
Appearances: Revenge of the Fallen
Weapons: Ravage, tentacles to hack into human satellites.

"Soundwave acknowledges."
Two years after Megatron's death on Earth, Soundwave arrived in Earth's orbit in his satellite mode. Soundwave acted as the organizer of the meager Decepticon forces on Earth while Starscream was helping the creation of the hatchlings under the Fallen's orders. Wheelie reported to him about the AllSpark sliver in Mikaela. Soundwave later flew towards a US satellite, tapping onto it with his tentacles. This allowed him to eavesdrop on a audio communication between Diego Garcia and a NEST base. From this conversation Soundwave discovered the final resting place of Megatron, as well as the location of the larger AllSpark shard. Soundwave flew above Diego Garcia at night and deployed Ravage to steal the shard. This led to a chain of events that sparked Megatron's revival, and later Optimus Prime's death. Upon Prime's death, Soundwave was ordered to mobilize the Decepticons, calling in scores of Decepticons from space. Soundwave later hung on to the satellite again, and discovered Sam Witwicky's location when some CIA agents blabbed it out. He contacted Starscream and the other Decepticons of the boy's location, and the Decepticons soon arrived in Egypt. Soundwave was presumably responsible for the disabling of the satellites during the battle in Egypt.

Notes: a bit of speculation here. From the dialogue it seems that Starscream is unaware of Megatron's revival until it has happened, so Soundwave might've engineered the whole resurrection on his own, which might explain why the larger AllSpark shard wasn't combed for information first.
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Demolishor [voiced by Calvin Wimmer]
Alternate Mode: Terex O&K RH 400 Hydraulic Mining Excavator
Appearances: Revenge of the Fallen
Weapons: Missile launchers. Giant size and fists.

"This is not your planet to rule."
Demolishor was a large Decepticon that transformed into a mining excavator. He hid out in Shanghai, hoping that the high population if the area would present a high body-count when the Autobots finally tracked him down. Demolishor remained motionless beside a factory, and when NEST soldiers got close enough, he transformed into his gigantic two-wheeled robot mode, sending pipes flying towards the NEST soldiers and killing several. Demolishor then swatted one of the helicopters attacking him. He then took for the streets, gigantic wheels literally crushing the luckless human vehicles in his path. As he tore his way through Shanghai's highway, Demolishor was intercepted by Optimus Prime while bursting through an overpass. Prime hung onto Demolishor's head and shot his face repeatedly. Ironhide, having pursued Demolishor all the while, joined in the assault, attacking Demolishor's wheels. This ended Demolishor's rampage, toppling him from the overpass into the lower ground. As Prime, Ironhide and the NEST soldiers approached the dying Demolishor, he warbled out a threat that the Fallen will rise again. Optimus Prime cocked his gun and shot Demolishor in the head, killing him.

Notes: Demolishor is credited by the preliminary name Wheelbot.
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Sideways
Alternate Mode: Audi R8
Appearances: Revenge of the Fallen
Weapons: N/A.

Sideways was one of the two Decepticons stationed in Shanghai. Not one for battles, the cowardly courier drove off while NEST was distracted by his larger partner, Demolishor. However, he was spotted and was pursued by Arcee and the Twins. Sideways led them through a chase around Shanghai and managed to lose the Twins easily enough, but Arcee slowed him down with their agility and constant firepower. Sideways burst through a house whilst trying to escape, but he was intercepted by Sideswipe. Sideswipe roller-bladed towards him, threw one of his blades at his hood and backflipped, opening fire at Sideways before bisecting him into two equal parts.
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Alice [played by Isabel Lucas]
Alternate Mode: Teenage female human
Appearances: Revenge of the Fallen
Weapons: Arm mounted blasters, extendable tentacle-like tongue.

"How about tonight... you pretend I'm your girlfriend, and I pretend you're my boyfriend?"
The hot bombshell Alice seemed harmless enough initially... just a normal college girl, albeit a little aggressive. Well, a lot aggressive. However she is in reality a Decepticon Pretender, with She caught the attention of Leo Spitz immediately, but she had eyes for Sam Witwicky. Accosting Sam at a frat party, Alice saw Sam drawing Cybertronian glyphs on the table with cake icing, and tried to seduce him. Alice got so far as to ride into Bumblebee (who was unaware Alice's true nature) but her attempts to seduce Sam was thwarted by Bumblebee slamming her onto the dashboard and spraying her with antifreeze, and she left the car in a huff. Later on, Alice barged into Sam's room just as he was freaking out, painting the entire room with Cybertronian glyphs. She pushed Leo out, and pushed Sam onto the bed and got on top of him. Locking Sam into a passionate embrace, a scorpion like tail snuck out from under her skirt and aimed towards Sam's head unseen. Before she could kill or incapacitate Sam, however, Mikaela entered the room. Alice quickly retracted her tail and kept up the charade to drive off the jealous girlfriend, and the attacked Sam with her extendable tongue. Mikaela returned and tossed the metal suitcase containing Wheelie at Alice, forcing her to let go of Sam. She transformed, revealing her true form, and pursued Sam, Mikaela and Leo across the campus, blowing up part of Sam's dorm room and a huge chunk of the library in the process. Alice cornered them just as Mikaela was hotwiring a car. Alice smashed the windshield with her tongue, but Mikaela rammed her onto a lamp post, and then ran her down with the car as they drove away, presumably killing the Pretender.
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Ravage [voiced by Frank Welker]
Alternate Mode: Cybertronian Jaguar/Protoform (no robot mode)
Appearances: Revenge of the Fallen
Weapons: Machineguns, missile launchers, Reedman.

Ravage was ejected by Soundwave, and made planetfall on the shores of Diego Garcia. Racing against time, Ravage raced towards the bunker where the AllSpark shard was hidden and deployed a swarm of ball-bearing like Microcons. As the Microcons combined into Reedman and acquired the shard, Ravage stayed some distance away, providing covering fire with his missiles and machinegun when the NEST troopers arrived. Reedman ran onto him and the two Decepticons escaped. Ravage flew towards a cargo ship where four Constructicons were waiting, and dived into the Laurentian Abyss to revive Megatron. Ravagew swum like a fish to their leader's corpse, and ejected Doctor who revived Megatron with the AllSpark Shard they acquired. Much later Ravage participated in the battle in Egypt, bounding alongside Starscream, Long Haul and two Protoforms as they searched for Sam and Mikaela. Soon afterwards Ravage hung around Rampage, who was holding Sam's parents captive. When Bumblebee battled Rampage, Ravage intercepted the battle, leaping onto Bumblebee and snipping off some parts before Bumblebee pulled him off and tore his spine out, killing the Decepticon.
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Microcons/Reedman [voiced by Frank Welker]
Alternate Mode: Ball Bearings
Appearances: Revenge of the Fallen
Weapons: Sharp-edged blade like claws, near invisibility when viewed from the front.

Ravage tore off one of the tube-like ventilation shafts near the bunker holding the AllSpark shard, and hacked out the miniature Microcons from his mouth into the tube. These tiny, marble-like Decepticons passed undetected through the ventilation shafts, and transformed. Once in the bunker, the entire swarm began to pile up on each other, combining into a figure slightly shorter than a human. The mantis-like Reedman was so thin that he was transparent if seen from the front. All sharp edges, it cut through the AllSpark shard's container, and used its unique physiology to evade the NEST troopers, killing one before running away to meet up with Ravage.

Notes: Reedman's name was taken from the credits and the video games. The name 'Microcon' is given for the tiny ball bearing Decepticons in an interview, although they have been known in the fandom as 'Marblebot', 'Ball Bearing Bot' and other similar names.
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Scrapper
Alternate Mode: Caterpillar 992G Scoop Loader
Appearances: Revenge of the Fallen
Weapons: Flail.

Scrapper was one of the four Constructicons that waited in the cargo ship, and later dived down into the Laurentian Abyss alongside Ravage. However, poor Scrapper was used as the sacrificial lamb when the Doctor ordered the other Constructicons to kill the little one. Despite his protests, Scrapper had parts of him torn off by Mixmaster and Long Haul to repair Megatron. Despite this, though, Scrapper apparently got better, as he participated in the battle in Egypt, using his mace unsuccessfully to try and stop Sam and Mikaela from getting away. Scrapper later joined the Protoforms in assaulting the NEST position, but was destroyed by the airstrike.

Notes: Due to a cult following, many fans consider the Scrapper that dived down to be a separate character from Scrapper [dubbed 'Ze Little One' by TFWiki, and later dubbed as 'Scrapmetal' by Hasbro] with the alternate mode of a Volvo EC700C crawler excavator due to an error in ROTF. However, if we consider the guy that dived down as Scrapper and assuming that he wasn't killed and only mutilated would solve the sonar number problems. So I'm going with the theory that both Scrappers seen are the same Scrapper.
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Mixmaster
Alternate Mode: Mack Vision Cement Truck/Missile Launcher
Appearances: Revenge of the Fallen
Weapons: Missile Launcher mode.

"Listen up!"
Mixmaster accompanied the other Constructicons as they dived down into the Laurentian Abyss. The many-shielded Decepticon helped pull parts off Scrapper to provide parts for Megatron's revival. When Soundwave mobilized the Decepticons, Mixmaster stood on top of a bridges, defiantly knocking off a United States flag. He was among the thirteen Decepticons that landed in Egypt, driving off from his landing side astride Long Haul in his alternate mode. Mixmaster was among the Decepticon vanguard, and was very close to the NEST lines. Using the ruins that Sam, Mikaela, Lennox and Epps were hiding behind, Mixmaster transformed into his artillery mode and blew up a couple of tanks. However, Jetfire arrived and bisected Mixmaster across the waist. Mixmaster was forced onto the ruins, and Jetfire stepped onto his back, and snapped his head clean off.
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Long Haul
Alternate Mode: Caterpillar 773B Dump Truck
Appearances: Revenge of the Fallen
Weapons: Arm-mounted missiles.

Long Haul was the largest among the four Constructicons that dived down into the Laurentian Abyss to help revive Megatron, using his large headlights to help illuminate the dark depths of the ocean. When Doctor ordered them to, Long Haul gleefully turned upon Scrapper and began tearing parts off his smaller comrade. Long Haul was later among the thirteen Decepticons that landed in Egypt, driving off in his vehicle mode alongside Mixmaster as soon as he had landed. He stalked through the buildings in Egypt (which he towered over), helping Starscream to search for Sam. However, the human evaded their little group. Long Haul then blew up one of the Jordanian helicopters, as well as kill several NEST humans. However, when the airstrike commenced, Long Haul was one of the Decepticons hit first, was destroyed by the airstrike.
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Rampage [voiced by Kevin Michael Richardson]
Alternate Mode: Caterpillar D9 Bulldozer
Appearances: Revenge of the Fallen
Weapons: Arm-mounted whips, arm cannon.

"Sam Wit-wee-kyy."
Rampage was one of the Constructicons that dived into the Laurentian Abyss to revive Megatron. Jumping along on his pogo stick-like lower body, he witnessed as Doctor revived Megatron with the AllSpark shard. Some time later he showed up during the battle in Egypt, although he shied away from the main battles since he held Ron and Judy Witwicky captive in his bulldozer mode until Starscream ordered him to spring the trap. Along with Ravage, Rampage herded the two humans near Sam Witwicky, before transforming and leaping between Sam and his parents, holding them at gunpoint and demanding Sam give him the Matrix. Sam distracted Rampage long enough for Bumblebee to sneak up on him. The smaller Autobot engaged in a brutal melee battle with Rampage, and it was soon obvious that Rampage was at a disadvantage. Ravage intervened to help, but was also torn apart by Bumblebee. Bumblebee whipped Rampage's face with Ravage's spine, and finished him off, breaking off both his arms and launching him into the air. He was killed when his head snapped off during the impact with the ground.

Notes: Rampage was originally supposed to be yellow, as seen from every other appearance bar the movie — including the Rampage leg that Devastator has. He is credited under the preliminary name Skipjack.
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Doctor (a.k.a. Scalpel) [voiced by John Di Crosta]
Alternate Mode: Optical Lensometer Model 603
Appearances: Revenge of the Fallen
Weapons: Buzzsaw.

"Kill ze little one!"
When Ravage and the four Constructicons dived down into the Laurentian Abyss, Ravage ejected the tiny, spider-like Doctor from his chest compartment. Scuttling across Megatron's corpse, the spectacled Doctor demanded for parts, and told the Constructicons to kill their smaller companion. The Constructicons did so with pleasure, tearing bits off Scrapper. Doctor then pulled out the AllSpark shard stolen by Ravage and Reedman earlier, and stabbed it into Megatron's corpse, reviving and reformatting him into a new body. Later on, Doctor met up with Megatron and Starscream in their abandoned foundry, sitting around in his microscope mode until Megatron called him to examine Sam. Doctor crawled up onto Sam's chest and hit his face, examining the strange alien. He called his assistants, and inserted his worm-like assistant into Sam's mouth. After discovering that Sam's brain contained the Cybertronian glyphs, Doctor told Megatron that they needed to cut Sam's brain out, asking permission eagerly. Megatron prodded Doctor with two small fingers, and Doctor pulled out a buzzsaw from his back and was about to cut Sam's head apart. He wasn't able to do this, though, since the Autobots burst in soon afterwards.

Notes: Doctor was only ever referred to as 'Doctor' in his fictional appearances, but his toy was called Scalpel. As with Devastabrawl, I'm going by the fiction name here. His death was seen in the comic and novel and even animated, but was cut out in the movie.
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Grindor [voiced by Frank Welker]
Alternate Mode: CH-53E Super Stallion Military Helicopter
Appearances: Revenge of the Fallen
Weapons: Rotor blades mounted on arm, grapple gun in vehicle mode.

"Eeeeaaaaghhhh!"
When Alice failed to bring Sam in, Grindor was dispatched instead. The helicopter swooped in onto the car that Sam and his companions had appropriated, and used a harpoon gun to abduct the car and lift it into the air. Grindor was noticeably nonchalant on how he treated his 'guests', callously cutting the line and letting the car drop into the foundry that Megatron and Starscream are waiting in. Soon after, Grindor was called into action by Megatron when he faced Optimus Prime, and landed. However, while he did get a hit on to the Autobot leader with his helicopter blades, Optimus Prime attacked Grindor savagely, slicing off his right hand (which went spinning away with the rotor still attached on it), his side and his back with his swords. Optimus Prime then proceeded to attack Grindor, stabbing his face with energy hooks and proceeded to rip Grindor's head into two bits as he screamed.
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Devastator [voiced by Frank Welker]
Alternate Modes: Kobelco CK2500 Truss Crane (Hightower), Caterpillar D9 Bulldozer (Rampage), Terek O&K RH400 Hydraulic Mining Excavator (Scavenger), Caterpillar 773B Dump Truck (Long Haul), Mack Cement Truck (Mixmaster), Caterpillar 992G Scoop Loader (Scrapper), Komatsu HD465-7 Articulated Dump Truck (Overload), Small Payloader (Hightower Fist) Yellow Dump Truck (Rampage leg)
Appearances: Revenge of the Fallen
Weapons: Vortex Grinder that sucks everything into his giant mouth, grinders in his mouth, multiple grapple lines in each arm, Gigantic size, Missile Launchers.

When Simmons' group went off to distract Starscream, they arrived at a quarry near the pyramid. In that quarry was a truss crane (Hightower) and a gigantic dump truck (looking like Long Haul), which were in reality components of the gigantic Constructicon Devastator. When Megatron ordered the Decepticons to begin the assault, the rest of Devastator's components — a red articulated dump truck, a payloader (similar to Scrapper), a gigantic red excavator (similar to Demolishor), a mack cement truck (similar to Mixmaster), a yellow bulldozer (similar to Rampage), a yellow dump truck and a tiny payloader arrived. The nine already gigantic construction vehicles then began to transform and combine, forming a towering forty feet tall behemoth. Crushing a truck with one clawed hand, Devastator began his assault, opening and extending his maw to suck everything in sight. Sand, cars, boxes, trailers, random Egyptian men... Everything that was sucked into Devastator's mouth was destroyed by the grinders in his maw. When Devastator swallowed Mudflap, he stopped his suction assault, but Mudflap proved stronger than he looked. Punching his way out of the right side of Devastator's face, Mudflap began to open fire on the gigantic combiner. Devastator began to open fire at random, and tried to eat or crush Mudflap, but the smallish Autobot proved too agile for him. Skids clambered up Devastator and tried to help his brother, but the two Autobots shot each other instead. Devastator proceeded to ignore these tiny nuisances, and proceeded in climbing out of the quarry and began to scale up the pyramid with grapple lines launched from his arms. Devastator scaled up the pyramid with some difficulty, and knocked off the top of the historical monument, before using his suction pull to tear the pyramid apart, uncovering the Solar Harvester underneath. Devastator continued to tear the pyramid apart. However, the destroyer USS Kidd took aim at Devastator from the ocean, and opened fire with its experimental rail gun. The attack his Devastator on the right shoulder just as he reared his claw up for an attack, causing him to lose his balance and tumble backwards. The crash caused his head to be dislodged off and he was torn apart during the fall.

Notes: Devastator's red dump truck is called Overload in the toyline, while the Demolishor lookalike is called Scavenger. The other four has the same name as their non-combining doppelgangers. It seems like Devastator's components cannot transform into individual robot modes.
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Insecticon
Alternate Modes: (always a robotic insect, toy has a robot mode)
Appearances: Revenge of the Fallen
Weapons: N/A.

Insecticon was a tiny little Decepticon, no larger than a real Earth insect. He buzzed down into the makeshift view-hole that Sam made. Sam dragged out Insecticon with his finger, and easily tore the tiny, unarmoured Decepticon into two pieces. Before his death Insecticon let out a shrill screech, however, that allowed Starscream to know of their quarry's location.
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Decepticon Protoform Army
Alternate Modes: Protoforms
Appearances: Revenge of the Fallen
Weapons: Guns.

"Curse you!"
When Soundwave mobilized the Decepticons, a large number of Decepticon Protoforms landed on Earth. At least two landed on Paris, and kidnapped Sam's parents. A large amount of Protoforms landed alongside the Fallen on the USS Roosevelt, completely destroying the aircraft carrier. Presumably, these same Protoforms are the same ones that landed on Egypt later on when Megatron ordered the Decepticons to begin their assault. There were at least ten Protoforms (three of those that landed were Mixmaster, Long Haul and Clonecrusher, immediately rolling in their vehicle forms). These Protoforms were the vanguard of the Decepticon attack, engaging the NEST forces. Several Protoforms also assisted Starscream in searching for Sam. Many of these Protoforms were killed by the combined firepower of the humans and Autobots, and those that survived were blown apart by the airstrike.
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The Doctor's Assistants
Alternate Mode: (always robotic insects)
Appearances: Revenge of the Fallen
Weapons: N/A

When the Doctor was about to begin his little operation on Sam Witwicky, he snapped his fingers to summon his assistants. Two winged, insect-like Decepticons swooped down and handed over a gooey, worm-like Decepticon. This worm like Decepticon extended tentacles and immediately plopped into Sam's mouth. It probed around until it found a way to Sam's brain, and when it came out it projected images of Sam's recent memories to the Doctor. The Doctor tossed him away when he was no longer needed.
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Decepticon Hatchlings
Alternate Mode: N/A
Appearances: Revenge of the Fallen
Weapons: N/A

These young Decepticons were spawned on board the crashed Decepticon ship, nestled peacefully within watery blue cocoons. One hatchling was hatched prematurely when Starscream slammed into its pod, and this tiny Decepticon writhed around on the floor, before dying due to the lack of energon. Starscream later remarked that without more energon the other hatchlings will keep dying.
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"Bonecrusher Impostor"
Alternate Mode: Buffalo MPVC Mine Clearing Vehicle
Appearances: Revenge of the Fallen
Weapons: Arm-mounted blasters, claw-like tail.

During the battle in Egypt, one of the Decepticons who landed was very similar to Bonecrusher. This... 'Clonecrusher' was one of the Decepticons that attacked Arcee and Ironhide. Presumably he was either killed by Ironhide or by the airstrike.

 

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