Soundwave is the spy master of the Decepticons. One of Megatron's earliest followers, and, many believe, instrumental to his rise, he uses his tentacles and a veritable army of Mini-con Deployers to learn everything there is to know about his allies and his enemies. He was never very chatty, but these days, on Earth, he's become near silent, communicating by playing back recordings of other people's conversations. He just sneaks about, patiently looking for Autobot transmissions and creeping you out.

Tarantulas was the scheming mad scientist of the Predacon crew. Though now, He is desperate for a change. His research is getting nowhere. With a few screws loose, and looking like a giant halloween prop, he continues to look for that fire that he once had all those years ago.