Tony Todd voices The Fallen, the true leader of the Decepticons who was one of the Dynasty of Primes and Megatron's master and the main antagonist of the 2009 film Transformers: Revenge of the Fallen. Although in the film, he is initially shown to be in the Nemesis in some kind of stasis for an unexplained reason, the prequel novels for the film say the Fallen was imprisoned in another dimension thousands of years ago by his brethren as a punishment for his betrayal. During this time, he was able to communicate with the Decepticons via an interdimensional window, and it was the image of his face, seen through this wind, that served as inspiration for the Decepticon insignia. He is capable of opening Space Bridges at will. Although he does not transform in the film, his toy versions transform into a "Cybertronian destroyer" aircraft. The writers selected The Fallen after looking through various cartoons and comics for new characters, because he was the most "elemental" villain. At some point, Leonard Nimoy and Frank Welker (the original voice of Megatron) were considered for voicing the Fallen, before Todd came in (who had previously worked with director Michael Bay on The Rock).
Megatron crash-landed in the Arctic years ago in his quest to obtain the All Spark. When he is defrosted, he keeps his original alien jet form out of vanity. Frank Welker, who played the part on television opposite Peter Cullen, auditioned to reprise the role. Bay considered his voice too soft and felt it would be disrespectful to ask Welker to change it. Weaving's voice had been the inspiration Bay gave to his animators for the character, and the character's voice had become that of Weaving in the director's mind. Weaving recorded his lines in Australia, directed by Bay through iChat. The deviation from Megatron's 1980s Walther P38 pistol form was done to avoid morphing. Orci and Kurtzman also felt it would be "the equivalent to Darth Vader [becoming] his own lightsaber and having someone else swing him around". Fans disliked leaked images of the character's head design, so it was redesigned during filming. The prototype design had a much narrower face than the one seen in the finished film. Optimus calls Megatron his brother; Cullen interpreted this line literally, but while the writers state this was the case in early drafts, they consider the line in its final context to be metaphorical. Megatron serves as the primary antagonist of the 2007 film.
Two years later, Megatron is the secondary antagonist after his master, the Fallen. Despite Michael Bay's initial claims of him not returning after he was killed and thrown into theLaurentian Abyss in the 2007 film, Megatron is resurrected by the Decepticons with an AllSpark shard as a Cybertronian winged tank, although in some adaptations of the film he can also change into 2007's Cybertronian jet mode, making him a Triple Changer. He has become stronger as a result of absorbing the AllSpark that originally killed him. When reviving the character, the writers chose not to rename him Galvatron so as to not confuse the general audience.
In Dark of the Moon, Megatron changed his vehicle mode to an armored rusty Mack Titan 10-wheeler fuel tank truck equipped with heavy weaponry. After Optimus Prime destroyed half of his face in Revenge of the Fallen, Megatron sometimes hides it by using a cowl. Instead of using a Fusion Cannon integrated into his arm, he uses a handheld version of it. Megatron is finally killed by Optimus Prime, using his energon axe, which rips Megatron's head and spine from his body.
Frank Welker voices Shockwave, who transforms into a Cybertronian self propelled cannon (seen in the Dark of the Moon toyline). A scientist, Shockwave is a cruel and emotionless Decepticon who is also extremely logical.
Likes his original G1 appearance, Shockwave is purple, his head features a single eye, and has a gun in place of one of his hands, with a tube connecting it to his body. He commands a worm-like Cybertronian creature called the Driller, that is used for drilling purposes. He is killed by Optimus Prime when he punches straight through Shockwave's body.
Corey Burton, who voiced Shockwave in The Transformers and Transformers Animated was offered the role, but he declined it stating he does not want to be in a big budget movie, so actor David Warner was considered to voice him before the role was given to Welker.
Charlie Adler voices Starscream, the Air Commander and Megatron's second-in-command. Despite being a popular character, his role is limited because of the film's running time. A post-credits scene of him escaping Earth was added because audiences at test screenings wanted to know what happened to him. He transforms into a Lockheed Martin F-22 Raptor jet, which is the successor to his original form, the F-15 Eagle. This keeps the character's role as the powerful and technologically advanced air commander.
He flew into space at the end of the 2007 film, and returns bearing Cybertronian symbols on his body and commanding a new Decepticon army (actually gained in the pages of an IDW prequel comic book). Orci explained that it was their intention to let Starscream have more dialogue than in the 2007 film, and that dialogue additions made during post-production edged Starscream closer towards his G1 incarnation.
In Transformers: Dark of the Moon, Starscream is killed by Sam Witwicky who stabs in the eye with a small bomb that was designed and given to him by Wheeljack.
Frank Welker voices Soundwave, Megatron's Communication Officer. In the 2009 movie he doesn't adopt any robot or vehicle modes and is only seen in what the toyline calls "satellite mode", which he uses to attach himself to a military satellite to coordinate the Decepticons' movements around the world. His toy version, however, apart from this mode, has a proper robot mode and transforms into a Cybertronian craft. The concept artists also designed an Earth form of a Chevrolet Silverado for him to upgrade into, which was ultimately dropped.
The filmmakers had tried to work Soundwave into the 2007 film twice, and these roles eventually evolved into Blackout and Frenzy. The latter character was particularly thought to be too different from the original.
Early in production, he was meant to adopt a fish/submarine-like form right after he first falls into the ocean, and while this was ultimately left out of the movie, it can still be seen in the film's toyline.
Keith Szarabajka voices Laserbeak, Soundwave's minion that resembles a mechanical condor. An Infiltration Expert like Ravage, Laserbeak serves as a scout and spy for the Decepticons, and transforms into a Gyrodyne and a variety of electronic devices, such as a desktop computer, and an audio system and even a smaller pink version of Bumblebee. Laserbeak is killed when Sam holds his head in front of a gun barrel on a Decepticon ship which when fired, blows off his head.
Soundwave had been considered for this role, with Ravage as his minion, but Hasbro insisted Soundwave have a music-based role. During production, Blackout was preliminary named Incinerator, Grimlock, Devastator and Vortex, being referred to by Ben Procter as the Transformer with "the most name changes during development".
Air Force Maj. Brian Reece played Blackout's hologram pilot. Reece was talking to Bay while filming at Holloman Air Force Base in May 2006, when one of Reece's men "walked by singing that stupid Team America song." Reece gave what he called a "death glance," and Bay chose him to play Blackout's hologram when the robot makes his attack. Reece was later called to Los Angeles, where ILM scanned his head and took pictures of him in different costumes for other scenes. Reece wore a fake moustache.
Blackout features in the Mission in the battle against the Autobots. Towards the end of the battle he attempts to help Megatron finish off Optimus Prime; however, he is attacked by Captain Lennox and his team, the former racing underneath him on a motorcycle and firing at him with a sabot round, along with human pilots in F-22s firing a barrage of missiles from the air, eventually killing him.
Scorponok, a mechanical scorpion who is Blackout's minion. A Decepticon Tracker whose core programming is only a tiny bit more complex than pure instinct. Scorponok was chosen after the writers discovered him in the pages of The Ultimate Guide and felt he was appropriate to the setting. A model of his head and tail was built, while primacord explosiveswere used for his ripple movements in the sand. This was potentially dangerous to cast members, generating genuine terror in the actors' performances.
After the events of the 2007 film, it appears that Scorponok hid in the desert and repaired his tail. He participates in the battle in Egypt where he manages to wound Jetfire before the ancient Transformer kills him in response.
Jess Harnell voices Barricade, and Saleen S281 police car, which Frenzy Sam directs. Funktsiikachestve scout, Barricade is an ideal spy Earth and inquisitor.[175 ]
The character was inspired by the G1 Autobot Prowl, because the writers thought a Decepticon displaying authority would use the police car form. Barricade is able to house Frenzy in a compartment in his chest, ejecting him from his front grill. Takara and Hasbro had designed the flap for his toy and were unaware ILM had taken inspiration from their depiction of the character.
Barricade disappeared at the end of the first film, but in a short time reappears again in the dark of the moon during a battle in Chicago, soon gtting killed. However, soon, Michael Bay officially announced that in fact Barricade survived in battle of Chicago, and return to film Transformers: The Last Knight. 
Reno Wilson voices Frenzy, a small and vicious Espionage Expert who transforms into a GPX BCDW9815CNP boombox, and later into a mobile phone. For most of the film, Frenzy speaks in Cybertronian and has only a few English lines. He was primarily animated by one man, who gave the character quirky movements: Bay could tell which shots were not done by him and felt the character totally changed in those scenes. A puppet was also used on set. Frenzy was originally meant to be Soundwave, but the writers decided to rename him because he was significantly different from the original character. Other names given to him during production include Boombot and Soundbyte. Also, in early scripts, before Bay determined there would be no mass shifting in the movie, Frenzy — called Soundwave at the time — could turn into a humvee. His vehicle transformation eventually became the character we now know as Barricade.
Brawl, a robot turning into an M1 Abrams. For his portrayal, the crew chose to use an Abrams prop built for xXx: State of the Union. The character was intended to be named Brawl (which appears on all the merchandise), but a subtitled Cybertronian line in the film reads "Devastator reporting". Despite recognition of the error, the line was not fixed for the home media release of the film. Killed by Bumblebee.
Jimmie Wood voices Bonecrusher, who attacks Optimus on the highway to Mission City. The animators modeled his fighting styles on hockey and football players. His alternate form of the Buffalo H Mine-Protected vehicle had been chosen based on a promotional image in which the fork looked much bigger than it really was, so for the movie, the vehicle was modified to fit a larger fork. He is killed when he is decapitated by Optimus Prime. In Revenge of the Fallen, Bonecrusher's likeness is briefly seen in both vehicle and robot mode during the final battle in Egypt, it is unclear whether is actually meant to be Bonecrusher.
The Constructicons are a Decepticon sub-faction of robots that transform into construction vehicles.
Calvin Wimmer voices Demolishor, who transforms into a white and red Terex O&K RH 400 hydraulic mining excavator. In robot mode, his treads turn into huge wheels, enabling him to roll either on the two of them, or only on the front one, with the rear lifted behind his head. During production, the film writers simply called him "Wheelbot", and he is listed by that name in the film's credits. Also, he is referred to as "Demolishor" in the film novel.
Scrapmetal was an initially an unnamed Constructicon turning into a yellow Volvo EC700C crawler excavator fitted with a Stanley UP 45SV attachment, seen only briefly in vehicle mode in the freighter when the Constructicons first arrive. He joins Mixmaster, Long Haul and Rampage on the retrieval mission to recover Megatron, and being referred to as "the little one" by The Doctor, he is then ripped apart by the others in order to provide spare parts for Megatron. Hasbro has said they like to called him Scrapmetal.
Mixmaster, who transforms into a black and silver Mack concrete mixer truck. He is briefly seen to have a third "battle mode" which appears to be a gun emplacement.According to his toy bio, he is an expert in chemistry and explosives who makes explosives and poisons for the other Decepticons' weapons. Some of the concept art shows him as a McNeilus mixer truck.
Long Haul, whose alternative mode is a green Caterpillar 773B dump truck. Long Haul's robot mode was designed by freelance artist Josh Nizzi as fan art of the original character, by the time Revenge of the Fallen had just been greenlit. The fan art impressed Bay enough to hire him on to the film.
Although in the movie Long Haul's alt mode is a Caterpiller 773B, a relatively small truck, Nizzi had originally meant Long Haul to be a Caterpillar 797, one of the largest dump trucks in the world.
Long Haul's model was reused, appearing briefly in the background scenes during the battle in Chicago in Transformers: Dark of the Moon.
Kevin Michael Richardson voices Rampage, who transforms into a red Caterpillar D9L bulldozer. His robot mode resembles an upright-standing snake with his treads coming out of his hands, which he uses as whips. In the toyline, this mode is called "jackhammer mode", with his actual robot mode resembling a centaur with for spider-like legs.
He was originally intended to be yellow, but was later changed to be red, to improve the clarity of his fight with Bumblebee. Due to the fact that he moves around by jumping, during production he was known as "Skipjack", and is erroneously listed by that name in the film's credits.
Scrapper, a Constructicon that turns into a yellow Caterpillar 992G scoop loader. He is seen to be able to use his left arm as a chain mace similar to the one seen on Megatron in the 2007 film. He makes a brief cameo in "Dark of the Moon".
Frank Welker provided vocal effects for Devastator, a 46 feet (14 m) tall (hunched over) massive robot formed by several combining construction vehicles, who walks in a four-legged fashion resembling a gorilla. He is physically unable to stand upright, but would be 100 feet (30 m) to 120 feet (37 m) tall if he did. His jaws can open up to form some sort of suction vortex, and he has grappling hooks he is seen using to climb a pyramid. A Combiner, Devastator is the Decepticons' ultimate weapon.
In the 2007 film, the name "Devastator" was mistakenly given to Brawl, a tank.
Although Devastator was originally conceived to be made up of the other Constructicons (which is also reflected in the toyline) in the film Devastator was made to be independent from them, and his components are never seen to adopt any individual robot modes. As a result of this change, Overload and Hightower were dropped as robots, only their once-intended vehicle modes being seen in the movie. Both Overload and Hightower's robot modes can still be seen in toy form in Takara Tomy's EZ Collection DX Devastator.
The vehicles that make up Devastator are:
- A yellow Caterpillar 992G scoop loader forms the right arm. Called Scrapper in the toyline.
- A red Terex O&K RH 400 hydraulic mining excavator forms the torso. Called Scavenger in the toyline.
- A black and silver Mack concrete mixer truck forms the head. Called Mixmaster in the toyline.
- A green Caterpillar 773B dump truck forms the right leg. Called Long Haul in the toyline.
- A yellow Caterpillar D9L bulldozer forms the left leg. Called Rampage in the toyline.
- A yellow KOBELCO CK2500 crawler crane fors the left arm. Called Hightower in the toyline.
- A red Caterpillar 773B end dump truck forms the rear torso. At some point it was planned to be a Komatsu HD465-7 articulated dump truck. Called Overload in the toyline.
- A yellow track loader bearing model M930, first seen in the freighter where the Constructicons first land, forms the left hand.
A robot transforming into a CH-53E Super Stallion helicopter. Grindor is often known as the recreated version of Blackout. In Revenge of the Fallen, he is seen capturing Sam, Mikaela and Leo and delivering them to Megatron and Starscream. Later he fights Optimus Prime alongside Megatron and Starscream, ultimately getting killed by Optimus.
A Surveillance agent, Sideways prefers to lurk behind larger Decepticons to stay out of danger.
Frank Welker voices Reedman, a one-eyed razor-thin robot. Reedman appears when at a certain point in the film, Ravage is seen deploying a load of marble-sized "microcons" that adopt an intermediate bug-like robot form, and end up grouping together to form Reedman. Reedman's extremely thin frame serves him as his main ability, by making him virtually invisible as long as he is facing directly at his enemy.
John Di Crosta voices Scalpel (known as The Doctor in the film), a small spider-like robot who turns into a microscope. He is a medic and scientist equipped with tools he is seen using to extract information from Sam's brain. The packaging of his Scout-Class figure details he is skilled in dissecting and rebuilding almost any living organism. His fate isn't shown in the film, but the novelization and comic depict him being destroyed by Optimus Prime upon arrival.
Isabel Lucas plays Alice, a Decepticon Pretender. Though not covered in the film, the novelization and comic adaptation explains her adopted earth mode as her duplucating the appearance of a theme park animatronic figure of Alice in Wonderland.
Greg Berg voices Igor, a deformed Decepticon consisting of the decapitated head of Long Haul after his destruction in 2009 that scurries about Megatron at his base in Africa. Igor wasn't seen during the final battle, meaning his fate is unknown.
Crowbar specializes in getting into secured areas and systems. Crowbar is killed by the Autobot Ironhide.
In the toyline, Crowbar is depicted as turning into a Carbon Motors E7 police car.
Hatchet is a master strategist for the Decepticons, who has an animal-like robot mode. Hatchet is killed by the Autobot Mirage (who is called by the name "Dino" in the film.)
In the toyline, Hatchet is depicted to turn into a Eurofighter Typhoon.
The AllSpark is also shown giving life to a Decepticon's. Orci explained: "Prime intended to use the Allspark to repower Cybertron as it was intended. Megatron wants to abuse it by creating Transformers directly, which makes souless, primal Transformers."
- a Nokia N93i phone.
- an Xbox 360.
- an Mountain Dew vending machine called Dispensor.
- the steering wheel on a Cadillac Escalade.
A character named Stryker, with a M1126 Stryker ICV as his alt mode, had been designed, but eventually didn't get used in the film. Michael Bay also considered a character turning into an aircraft carrier, which was dropped for cost reasons. The character was included in one of Orci and Kurtzman's drafts of the script, and concept art was even created for it.
The 2009 film features other minor robots, including unnamed Decepticons with no earth modes, a small insect-like robot (called Insecticon in the toyline), Decepticon hatchlings, and some kitchen appliances from Sam's kitchen brought to life by the AllSpark shard. Among these kitchen bots, is a pyromaniac toaster bot, named Ejector in the toyline who had also appeared unnamed in Mountain Dew commercials tying in to the 2007 Transformers film. Several characters dead or disappeared in the 2007 film reappear in the 2009 film or in the 2011 film. One Decepticon is also seen scanning a Waste Management, Inc garbage truck.