As usual the Autobots get the most characters with over seventy of them appearing in the series at various points, from old favourites like Optimus Prime and Hound to all the new Headmasters, Targetmasters, Trainbots and more.

Afterburner is part of the Technobot team and can transform into a Tron-like motorcycle. He and the other members of the Technobots can also transform into the giant robot Computron.







Aerialbot member Air Raid can transform into a black jet. He can also unite with all of the other Aerialbots to form Superion. Air Raid doesn't have any lines in this series I believe, whilst all of the other Aerialbots do.







The spirit of Alpha Trion appears in the second and third episodes of Headmasters. If you remember, Alpha Trion merged with Vector Sigma in the season 2 episode The Key to Vector Sigma but he was seen in the third season a few times. In this series, Trion appears before Prime to help him get past the computer's many defences, and eventually he merges with the matrix to transform Hot Rod into Rodimus Prime.





Arcee was one of season 3's major characters, and whilst she is in this series a lot, she never really gets to do much apart from just report things to the other Autobots. I don't actually think she ever gets into a fight in this series, or even ever hold a gun of any kind. Later on in the series she seems to just try and make sure Daniel and Wheelie don't do anything stupid whilst the Autobots are trying to stop the Decepticons from steeling energy from planets, and after that she has a few minor appearances in later episodes.





Blades is part of the Protectobot team, and can transform into a helicopter. When the Protectobots transform into Defensor, Blades forms Defensor's right arm.







Blaster first appeared in the second season of Transformers and turns into a cassette player, just like Soundwave. Whilst their rivalry was kept to a minimum in the US series, they have a final battle in Headmasters but unfortunately Blaster dies. However, he is bought back to life and given a new body, and is re-named Twincast (see below).

Blaster's tape deck holds four tapes, these being Rewind, Ramhorn, Steeljaw and Eject. When Blaster dies they are left without a boss for a while, but are soon re-united with their old friend when Twincast is created.



The super-fast talking robot Blurr seems to have become a complete wimp in this series and always panics whenever the Decepticons attack, and never wants to go into battle. He doesn't appear in the series much as he leaves with Rodimus Prime and Kup to find a new planet for the Transformers to live on after Cybertron is destroyed and is never seen again.






Brainstorm is an Autobot Headmaster and is the more laid-back one of the bunch with him sometimes complaining about Chromedome's eagerness to get into a battle. That said I think he's the least shown one in the series and doesn't get as many lines as the others, but he does his bit and can fight Decepticons no problem. He can transform into a space fighter.






One of the Autobot triple changers, Broadside can transform into a boat or a plane and is the most seen triple changer in this series, as he transports the Headmasters to Earth in a couple of episodes and also takes Spike through the wreckage of Mars in another. In Operation: Cassette, he joins up with Springer and Sandstorm to distract the Decepticons whilst Twincast gets inside Trypticon.






Chase is a member of the useless Throttlebot team, which means he basically gets to be beaten up by the Decepticons, just like the other Throttlebots. He almost gets killed with Wideload in the sixth episode of the series along with all the other Throttlebots, but they all survive and appear much later on in the series.






Chromedome is one of the major characters in this series and is a hot-headed Autobot who will usually go straight into a fight without thinking it through first, which annoys Fortress although the other Autobot Headmasters don't seem to mind. He can transform into a car which has a couple of guns on the roof.

He has a grudge with Sixshot, as Sixshot killed his friend Abel on planet Master millions of years a go. Sixshot later kills more of his friends, these being Jack and Ultra Magnus. The two eventually have a one on one duel but due to certain events in the battle, they have to call it off.



Cloudraker is one of the two Autobot clones, who basically looks exactly like Fastlane in his robot mode but he has a very different vehicle mode as he can transform into a jet.







The combined form of the Technobots, Computron was the third gestalt that the Autobots got in the third season. In this series, he continues his rivalry with Abominus as the two often fight each other.







Crosshairs is a member of Pointblank's little squad, and he, like the others, eventually becomes a Targetmaster. Crosshairs never really develops much of a personality although he's shown to be quite a strong warrior and that's all the Autobots really need. Like Pointblank and Sureshot, he can transform into a car.






When the Protectobots unite, they form into Defensor. As seen in previous episodes, Defensor has a rivalry with Bruticus and whenever there are gestalt battles there is a good chance that they will fight each other. Defensor also seems to be the unluckiest gestalt in this series, as he gets beaten up the most, although he does get one last hurrah when he saves Daniel and Wheelie from Battletrap in the last episode.






Doublecross is one of the Monsterbots, and he's the one seen the most in this series. He spends most of his time in his twin headed dragon mode, which leads to some funny moments as the dragon heads have separate minds, often leading to them confusing each other and turning Doublecross into an easy target for the Decepticons.






One of Blaster's cassette robots, Eject can transform from a tape to a little robot and helps Blaster out on espionage missions or in battles. After Blaster is killed, he and the other cassette's are unwilling to help the Autobots but this all changes when Twincast is created.







Fastlane is the other of the two Autobot clones, and whilst he looks the same as Cloudraker in robot mode he transforms into a racing car rather than a jet.







Fireflight is a member of the Aerialbots and can transform into a red plane. He also forms Superion's right arm whenever the Aerialbots combine.







Protectobot member First Aid took Ratchet's place as the Autobot's medic in the third season, and also didn't seem to like shooting Decepticons in one episode. In this series however, he never gets to heal anyone and is seen blasting Decepticons with the other Protectobots several times. As well as being able to transform into an ambulance he can also form Defensor's left arm.






Four million years a go, Fortress Maximus lead a group of Autobots away from the war on Cybertron. Now, he and four others have returned to help out the Autobots and stop the evil Zarak and his Decepticon Headmasters. Whilst it's only ever shown in one episode, Fortress is actually a small robot who transforms into the head of a larger body (this is pictured to the left). However, he can also merge with his spaceship and transform into a gigantic robot, which is the only thing that can take on Scorponok.

Fortress eventually becomes the new leader of the Autobots after Rodimus Prime leaves to find a new planet for the Autobots to live on.



Freeway is a Throttlebot member and like all the other members of the team he just gets thrashed by the Decepticons in every episode he appears in.







Easily the most boring of the Trainbots, Getsui doesn't really ever get a chance to talk and his robot mode is just plain and uninteresting. His claim to fame is that in Cybertron is in Grave Danger part 1 he leads the Trainbot team to attack the Decepticons, rather than Shouki, but other than that he doesn't do anything special.






As anyone who has seen the return of Optimus Prime knows, Goldbug is the recreated Bumblebee. Whilst Goldbug isn't actually a Throttlebot, he spends most of his time hanging around with them and seems to lead them all around. However his group is easily the weakest one of the series and the Throttlebots continue their season 3 role of standing around being beaten up and being used as cannon fodder.

Goldbug transforms into a car that looks identical to a Volkswagen Beetle.



Dinobot leader Grimlock only appears in the first two episodes of this series, and he and the other Dinobots are sent out to fight the Decepticons when they launch their initial attack on Cybertron. Later on he and his team help to defend the entrance to Vector Sigma along with Hot Rod and Jazz.






Protectobot member Groove can transform into a motorcycle and also forms Defensor's left leg whenever the Protectobots unite. As he was in season 3, he's one of the more minor team members and I don't think he even gets any lines of dialogue in this series.







Grotusque is one of the Monsterbots and is the least used of the three, and he can transform into a horrible looking dragon type monster thing.







Hardhead is another Autobot Headmaster, and can transform into a battle tank type vehicle. He's probably even more hot-headed than Chromedome and always wants to go into a fight with the Decepticons, although as one episode reveals he's a bit good on the old Autobot karaoke.






Highbrow is the brainy one of the Autobot Headmasters, and whilst he's not bad at fighting he's clearly the one who would rather think first than just run out without a plan. During the later episodes of the series he is given the plans for Scorponok's weak spot which he spends ages trying to find, although he never actually manages it and Chromedome is the one who saves the day. Highbrow can transform into a helicopter.





At the end of the third season, Rodimus Prime became Hot Rod again since he needed the Matrix to stay in his Prime mode, and the Matrix was given back to Optimus. Hot Rod is only seen in the first three episodes where he searches for the Matrix on Earth to help Optimus Prime on Cybertron. He finds the Matrix and takes it to him, and thanks to Alpha Trion, Hot Rod becomes Rodimus Prime once more.






Hot Spot is the leader of the Protectobots. His team is usually called upon for helping out in rescue missions and he can transform into a fire engine and can also form Defensor's torso.







Whilst he is only in one episode of this series, I'm going to mention Hound anyway. Hound was one of the very first Autobots to be shown in Transformers, with him being in the very first episode of the first season. His last appearance in the US cartoons was in the movie, where he most likely survived the battle of Autobot city as he was seen outside of Prime's shuttle just before Prime went off to take on the Decepticons by himself. He can transform into a military jeep.

Hound is in the first episode of Headmasters and offers advice on what the Decepticons could be planning to do with Vector Sigma.



Jazz is another character who hasn't been seen in a while. The reason for this was because his voice actor - Scatman Crothers - died just after the release of the movie. However, he's back with speaking roles in this series as his Japanese voice actor was still alive, and Jazz helps Optimus Prime fight the Decepticons in the first episode. He's later seen defending the entrance to Vector Sigma along with Hot Rod and the Dinobots, and then he makes a few more appearances in later episodes. He transforms into a car.





Kaen is a member of the Trainbots, and he actually gets a few lines in the eighth episode where he argues with the Autobot Headmasters, although they all become friends again in the end. He and the other Trainbot members can unit to form Raiden.







One of the longest serving Autobots, Kup continues to tell old war stories and not much else. He makes a few appearances throughout the first eleven episodes of this series, but after Cybertron is destroyed he asks Rodimus if he can go with him to find a new planet for the Transformers to live on. Rodimus lets him and he is never seen again.






Technobot member Lightspeed can transform into a red sports car and also forms Computron's left leg.








Metroplex is the second largest Autobot in the team, and he can transform into part of Autobot City on Earth, and can also change into an attack vehicle. As in the previous series, he is seen fighting Trypticon a lot and after Ultra Magnus is killed, he seems to take over as Earth Autobot commander.






Nosecone is a member of the Technobot team and can transform into a drilling vehicle. He can also transform into Computron's right leg.








After being bought back to life at the end of the third season, Optimus Prime once again leads the Autobots. He sets up a secondary Autobot base on Athenia and has the Matrix hidden away on Earth to recharge after all of it's energy was released to cure the hate plague. However, the Decepticons soon return to Cybertron and Optimus heads over there to fight them, and then has to go to try and save the Vector Sigma computer. He manages to do it, but he cannot save himself and dies in front of Rodimus Prime and the Autobot Headmasters.




Pointblank is a very powerful Autobot who comes to Earth to meet up with Fortress Maximus after been contacted by Wheelie. He brings Sureshot and Crosshairs along with him, and the three of them all become Targetmasters after an accident in space. This makes them all even more powerful than before, with Pointblank demonstrating this in one episode where he manages to defeat Predaking with one shot.

Pointblank gets the most lines out of the three Autobot Targetmasters, and initially he annoys the heck out of Chromedome, but the two eventually respect each other. Pointblank can transform into a sports car.



Whilst he ended up getting killed very early on in the movie, Prowl is alive and well in this series, showing up in the first episode taking on the Decepticons in a Autobot squad led by Ultra Magnus. This is extremely odd as in the Japanese version of the season 3 episode Dark Awakening, Prowl is listed among the other dead Autobots. Um. Anyway, Prowl later helps Magnus and Sideswipe defeat Sixshot and the Decepticon triple changers, and his last appearance in the series is in the third episode.





Punch works as a spy for the Autobots, and has a alternative robot mode where he is known as Counterpunch and mostly finds out what the Decepticons are up to in that mode (see the Decepticon list below). He's a quite important character in the episodes he appears in as the Autobots would have no idea what the Decepticons were up to if it wasn't for him.






Whenever the Trainbots merge, they form Raiden, the newest Autobot gestalt. Since he's a new character Raiden is seen often throughout the series and he seems to have a grudge against Predaking as he fights him the most.







Ramhorn is another of Blaster's cassette robots and he transform into a little robot rhino. Due to a mistake in the second episode, his size was increased so he seen as being the same size as the Predacons, which simply shouldn't be. When Blaster is killed and remade into Twincast, Ramhorn is often sent out with the other cassettes on spying missions.






Whilst he never got to appear in the US cartoons, Repugnus appears early on in this series. He can transform into this strange looking crab type thing with nasty looking pincers and is part of the Monsterbot team, along with Grotusque and Doublecross. That's really all I can say about him as he never gets to do much in the series.






Rewind is another of Blaster's cassette robots, and he's basically the same as Eject but with a black colour scheme. Eject goes around with the others on spying missions to help the Autobots gain information on Decepticon activity.







Hot Rod is turned into Rodimus Prime once again after Alpha Trion merges with the Matrix. Soon after this event Rodimus becomes the leader of the Autobots after the death of Optimus Prime. Rodimus doesn't really get to stay in the leader position for long though and after the destruction of Cybertron, he puts Fortress Maximus in charge and leaves with Kup and Blurr to try and find a new planet for the Transformers to live on. Whilst he never appears again in the series after this, he does appear in the last issue of the manga that ran alongside the series.




Rollbar is another member of the Throttlebot team, so guess what? He's useless and rubbish. From what I can tell he's the least used of all the Throttlebots, making it difficult for me to get a good screenshot of him and even having to revert to using Google just to check if it had any (it didn't) but it did have a picture of his toy. I mean, look at it! No wonder nobody likes the Throttlebots.






Sandstorm was only in the third season a few times, and unsurprisingly he makes even less appearances in Headmasters. He's seems to be no longer friends with Octane as the two fight each other in Operation: Cassette, and he's been put in a squad with Springer and Broadside, the other Autobot triple changers. Sandstorm can transform into a dune buggy or a helicopter.






Technobot leader Scattershot can transform into a space fighter and is seen in a few episodes, although usually he and the other Technobot members end up into forming Computron to fight Decepticon gestalts. Scattershot doesn't just fight all the time though as he's shown to be observing seismic activity with Ultra Magnus in one episode. He also forms Computron's torso.






Searchlight is part of the Throttlebot team, so just like the other members he's not really any good and is just there to get beaten up by the Decepticons.







Trainbot member Seizan can transform into a train or will transform into Raiden's right arm whenever the Trainbots merge.








Shouki is the leader of the Trainbots and form Raiden's torso. Being the leader of the team he gets the most screen time and lines of the Trainbots, who were all new characters introduced in this season of Transformers.







Sideswipe only appeared in one episode of this series but that's enough for me for him to warrant a proper place in the list. Sideswipe was one of the first Transformers introduced in the cartoons, appearing in the first episode of the first season. He made plenty of appearances in the first and second seasons, but wasn't in the movie (although he was due to appear at one point) and was never seen again, Until Headmasters, that is, where he is seen battling Decepticons on Earth with other Autobots in the first episode. He can transform into a sports car.




Aerialbot leader Silverbolt can transform into a concorde type plane, and can also form Superion's torso. Being the commander of his team he leads the Aerialbots whenever they are called out on a mission and gets the most lines out of all the team members.







Aerialbot member Skydive can transform into a gray plane. He can also unite with the other members of the Aerialbot team to turn into the giant robot Superion.







Slag is part of the Dinobot group and is the only other Dinobot to actually speak in the series (with Grimlock being the other one). He tries to ram into the Decepticons in the first episode but is put to sleep by Mindwipe. However in the second episode he helps the other Dinobots along with Hot Rod and Jazz to defend the entrance to Vector Sigma.






Slingshot is part of the Aerialbot team and can transform into a fighter plane. He can also unite with the other Aerialbots to form Superion. He only gets one line of dialogue, from what I can tell, in the second episode of the series.







Whilst he was a major character in the third season of Transformers, in Headmasters, Springer is only in a couple of episodes in this series and I think he only has one line of dialogue. The main reason for this was that he was yesterday's news in terms of the toy line and he had to be moved out of the way to give space to all these new characters. He can transform into a car or helicopter and he is seen hanging out with Broadside and Sandstorm, the other Autobot triple changers.





Autobot cassette robot Steeljaw is mostly seen in his lion mode and he works with Blaster (later Twincast) and the other cassette robots in espionage missions. Due to a mistake in the second episode, Steeljaw is shown to be the same size as the Predacons, and takes them on despite the fact that really, he should be quite a bit smaller than them. His last appearance in this series is when Twincast sends him and all of the other Autobot cassettes to attack Mindwipe.





Technobot member Strafe can transform into a space fighter and can also merge with his fellow Technobots to form into Computron.








Streetwise is part of the Protectobot team, and can transform into a police car. Whenever the Protectobots transform into Defensor, he will form Defensor's right leg.







A member of the Trainbots, Suiken can not only transform into a train but also into Raiden's left arm. Since he's a special team member he doesn't get to step in the limelight much, although though in one episode he gets to fight alongside Metroplex.







The combined form of the Aerialbots, Superion was the first gestalt the Autobots ever got, first introduced in the season 2 episode The Key to Vector Sigma part 2. Superion is often seen whenever the Aerialbots are around, and continues his rivalry against Menasor in the second episode where they battle at the North Pole.






Sureshot is in Pointblank's squad and he becomes a Targetmaster after an accident in space involving several smaller robots from planet Master. Sureshot can transform into a car and due to his Targetmaster power-up, he is quite strong, although he doesn't let this get to his head as he never shows off or anything like that.






When Blaster is killed in battle, it seems that that's the end for him. But thanks to Fortress Maximus, Blaster is bought back to life and given a new blue colour scheme along with a new name -Twincast. Twincast basically is Blaster again but with a new paint job, other than that he's exactly the same as before. The reason for him to die and come back so early on was just to advertise the new Twincast toy in the series.





Ultra Magnus seems to have decided that Earth is a much better place than Cybertron in this series, as he only ever appears on Earth here. He's the Earth Autobot commander and spends a lot of his time at Autobot City, although the first episode shows him leading a squad of Autobots in battle against the Decepticons.

Later on in the series Ultra Magnus is killed after a long battle with Sixshot. Magnus' body is buried on the Earth by the Autobot Headmasters a few hours after his death.



Hated by just about every Transformers fan ever, Wheelie is the youngest and most immature of all the Autobots, and is always hanging around with Daniel and generally getting them both into trouble. In one episode, he decides he wants to become a Headmaster and ends up getting captured by the Decepticons, and due to this the Autobots end up losing their master sword data to their enemies, all thanks to stupid Wheelie.

Wheelie is only ever shown firing a laser gun in the last episode, although he at least shoots Scorponok so he's not a complete wimp.



Wideload is another Throttlebot team member, which means he pretty much useless. He can transform into a dump truck.








Junkion leader Wreck-Gar is rather strangely only seen in the first episode of this series, and alerts Spike to the fact that the Decepticons are invading Cybertron. I can imagine he thought to himself "oh dear, the Decepticons are back again? Screw these guys, I'm off home" and then he returned to Junkion to live in peace.






Yukikaze is a member of the Trainbots and doesn't get to do much in the series other than fight Decepticons whilst not getting to say anything or forming with the other Trainbots into Raiden.

CAMEO APPERANCES

The following Autobots make very short appearances in Headmasters at some point that I couldn't quite just write a whole proper line or two for:

Inferno: Is seen in the third episode in an Autobot squad led by Ultra Magnus.
Ironhide: The back of him can be seen early on in the first part of the miracle warriors, despite being killed off in the movie.
Red Alert: Can be seen in Kup's flashback in the first episode.
Skyfire: Seen in the same episode as Ironhide, and you can only see the back of him.
Smokescreen: He can be seen in the first episode at the Athenia base with the Aerialbots.
Snarl: Dinobot Snarl can be seen for a second in the first episode with Grimlock and Swoop, seeing the Decepticons invade Cybertron.
Sludge: Another one of the Dinobots, he's in the second episode defending the entrance to Vector Sigma.
Swoop: Another Dinobot, Swoop can be seen with Snarl and Grimlock in the first episode.
Sunstreaker: Appears in Kup's flashback in the first episode and is later seen in a chase with Blitzwing on Cybertron.
Tracks: Is seen in the third episode and is part of Ultra Magnus' squad along with Inferno, Jazz and Prowl.

M.I.A

Here's some characters who never made an appearance in this series but were major characters in season 3:

Perceptor: Nowhere to be seen and never mentioned. He isn't dead though as he later shows up in Transformers Victory.
Sky Lynx: He wasn't available as a toy in Japan, so the writers for Headmasters decided not to use him. Which is good because I hate snobby Sky Lynx.





Whilst not getting as many characters as the Autobots, the Decepticons still have plenty of robots in their force, with over 60 characters.

Abominus is the combined form of the Terrorcons, and was first seen in season 3 where he quickly developed a rivalry with Computron. This continues in Headmasters, although Abominus also gets to fight Superion in a few episodes.







One of the two Horrorcons, Apeface can transform into either an ape or a jet fighter, which you'd think would make him a triple changer but he's actually a Headmaster, and was banished from planet Master along with Snapdragon. However the find the Decepticon base on Charr in one episode and serve under Galvatron.






Astrotrain is one of the three Decepticon triple changers and can transform into either a train or a space shuttle. The latter mode is usually used as a transportation mode for the other Decepticons, as seen in the first part of Cybertron is in Grave Danger. He makes several appearances throughout the series, and can be seen in the last shot of the Decepticons in the final episode.






Battletrap is one of the two Duocons. Duocons get their name from the fact that they are two separate vehicles which combine into one robot. Battletrap can transform into a helicopter and a car.







Blast Off is a member of the Combaticon team and can transform into a space shuttle. He also forms Bruticus' right arm whenever the Combaticons unite.







Another Decepticon triple changer, Blitzwing can transform into either a tank or a jet fighter. If you remember he was banished from the Decepticons early in the third season but due to Hasbro requesting that happening to Octane instead Blitzwing was bought back in. Like Astrotrain, Blitzwing can be seen in the last shot of the Decepticons in the final episode.






Terrorcon member Blot can transform into a mole like creature (no-one really knows what it is exactly) and can also unite with all of the other Terrorcons to form Abominus.







Constructicon member Bonecrusher is always shown fighting alongside the other Constructicons and can also transform into the left arm of Devastator whenever the Constructicons unite.







Brawl is a Combaticon and can transform into a tank, and he forms Bruticus' left leg.








Stunticon Breakdown is always fighting alongside all of the other Stunticons and can transform into a car. He can also merge with the rest of his team to form into Menasor.







Bruticus is the combined form of the Combaticons, and is one of the most seen gestalts the Decepticons have in this series, and often fights Defensor. Unlike most of the other Decepticon gestalts Bruticus actually gets several lines of dialogue throughout the series.







Buzzsaw is one of Soundwave's (later Soundblaster) cassette robots and looks exactly the same as Laserbeak, although he has different colours.







The Decepticons do not know that Counterpunch is a spy for the Autobots. Counterpunch can transform into a car and of course can also transform into his Autobot form Punch. Counterpunch is an extremely important character for the Autobots for several episodes as without him the Autobots would have no idea about what the Decepticons are up to. The only Decepticon to find out that Counterpunch is a spy is Galvatron, but he is disposed of before he can tell anyone else.





Cutthroat is a Terrorcon and can transform into a griffin like monster, and can also form Abominus with the other Terrorcons.








Whilst he seemed to be the second in command for the Decepticons and command a lot of respect, Cyclonus has had a personality change from the third season and is now a bumbling wimp idiot who ruins Decepticon plots and goes around failing at things with Scourge, who never succeed at a single plan they have.






Dead End is another Stunticon, and whilst he was seen to be quite a depressed robot in previous seasons of Transformers, he doesn't get any lines of dialogue in Headmasters and seems quite happy to fight Autobots with all of the other Stunticons. He can transform into a car and also forms Menasor's left arm.






When the Constructicons unite, they form into Devastator, who was the first gestalt the Decepticons had, introduced in the first season of Transformers. In this series he isn't seen as much as the other Decepticon gestalts but he does make a few appearances and is present at the final battle between the Autobots and Decepticons on Earth.






Dirge was a popular character in the second season, but he only appeared a few times in season three. Dirge appears in the first episode of this series, in the introduction flashback sequence. He then makes a proper appearance in the fifteenth episode where he fights alongside Thrust as they fight back against Twincast's cassettes.






Divebomb is a member of the Predacon team and is mostly remembered for his toy being one of the most simple Transformers to transform ever. In this series he's always shown fighting alongside all of the other Predacons and can transform into a eagle and can unite with them to form into Predaking.






Drag Strip really got in in the shorts in terms of character development in the previous seasons he was in, and like all of the other Stunticons he doesn't even get any dialogue in Headmasters. He can transform into a race car and can also form Menasor's right arm.







Flywheels is the other Duocon, robots who have two separate vehicle modes which unite into one robot. He can transform into a tank and fighter plane.







Frenzy hasn't been seen in quite a while leading to fan rumours that he might have been rebuilt into one of the Sweeps, but he's back in Headmasters. Frenzy looks exactly like Rumble but has a different colour scheme and works with all of Soundwave's cassette robots on missions.






Still the leader of the Decepticons, Galvatron starts off the series by leading a Decepticon assault on Cybertron in an attempt to gain control over Vector Sigma and take over the planet. His side has been bolstered after having met up with Zarak and the Decepticon Headmasters, who have decided to help him out. As the series goes on however it becomes apparent that Zarak has it in for Galvatron and wants to take his place as leader. Galvatron is later seemingly destroyed by the Autobot Headmasters in a large battle.





Headstrong is a member of the Predacons and can transform into a rhino. He can also unite with all of the other Predacons to form Predaking.







Hook is another member of the Constructicon team, and as you can see he never really gets a decent close up in the series, with this being the best I could get. He can transform into a crane, and can also unite with all of the other Constructicons to form Devastator.







Terrorcon leader Hun-Grrr can transform into a two headed dragon and also forms Abominus' torso. Strangely, in the first episode he was missing from the first moments we see the Horrorcons, with Rippersnapper seemingly taking command instead, but he is the true leader of the team.






Laserbeak was one of the first of Soundwave's cassette robots to be shown in the cartoons, and after hardly being in the third season at all he has been bought back in Headmasters, working with Soundwave's cassettes on spying missions. Laserbeak saves Soundwave's head after Soundwave is destroyed, and this head is attached to a new body which becomes Soundblaster.






Another member of the Constructicons, Longhaul can transform into a dump truck and also forms Devastator's lower torso whenever the Constructicons unite. He is also the one who shoots down the Trainbots in the first episode and actually has a line of dialogue, unlike most of the other Constructicons.






When the Stunticons unite, they form into Menasor, who was the second gestalt the Decepticons got and was first introduced in the second season. In Headmasters, Menasor is seen several times and continues his rivalry with Superion in a few episodes.







Mindwipe is another Decepticon Headmaster, and can transform into a bat. He has developed the ability to read the minds of others and can also put robots to sleep or even get them to fight each other, although despite having all of these powers he often ends up being soundly beaten by the Autobots.






One of Slugslinger's troops, Misfire becomes a Targetmaster and usually fights the Autobot Targetmasters. He can transform into a space fighter.







Mixmaster is another Constructicon, and can transform into a concrete mixer and also forms Devastator's left leg.








Stunticon leader Motormaster was shown to be a bit of a loud mouth in previous seasons, but since he never gets a chance to speak in this series I'll just mention that he always fights alongside the other Stunticons and can transform into a truck. He also forms Menasor's torso whenever the Stunticons unite.






Whilst Octane was banished from the Decepticons in the third season, he's back with them in Headmasters, so Galvatron must have let him off. Octane fights alongside the other Decepticon triple changers in the fourth episode and is later seen making sure the Battlebeasts are working on Scorponok in the dormant volcano mysteriously erupts.






Onslaught is the leader of the Combaticons and can transform into a missile truck. He also forms Bruticus' torso.








Pounce is one of the two Decepticon clones, who both have identical robot modes but have different transformations. He and Wingspan used to be friends with the Autobot clones but after they met up with Galvatron they became Decepticons. Pounce is seemingly destroyed by Sixshot in the penultimate episode along with Wingspan, but they both appear again later on.






When the Predacons unite, they form into Predaking. Predaking quickly develops a rivalry with the new Autobot gestalt Raiden, who he often fights against throughout the series.







Rampage is another Predacon and can transform into a tiger, and also forms Predaking's right arm.








Ratbat is one of Soundwave's cassettes and can transform into a bat. He is often used on espionage missions and always manages to gather some information about what the Autobots are up to, despite always being found out by them.







Ravage is another of Soundwave's cassettes and transforms into a panther. He can actually talk properly in the Japanese continuity and in the second episode he fights Steeljaw. When Soundwave is destroyed he and the other cassettes are left without a commander until Soundblaster is created.






Predacon leader Razorclaw can transform into a lion, and also form Predaking's torso. Razorclaw does all the talking for the Predacons, since he's the only one of the team to get any lines of dialogue.







Rippersnapper is a member of the Terrorcons and can transform into a land shark. He also forms Abominus' left arm when the Terrorcons unite.







One of Soundwave's cassettes, Rumble has been around since the first season of Transformers, although he kind of just vanished in the third season. He's back in Headmasters though and goes along with Soundwave (later Soundblaster) and the other cassette robots on espionage missions.






Scavenger is a member of the Constructicons and can transform into excavator. He also forms Devastator's right arm whenever the Constructicons unite.







Zarak has been working on the ultimate Decepticon weapon, and it is revealed about a third of the way through the series. Scorponok can be a Decepticon base or a giant scorpion which the other Decepticons have to pilot, but it can also transform into a gigantic body which Zarak can transform into the head of. Scorponok is the biggest Decepticon and only the giant mode of Fortress Maximus can stand up to him. Scorponok is then finally destroyed in the last episode, although Zarak escapes.





Like Cyclonus, Scourge has now become a bit of a loser who fails at everything. He transforms into a space fighter type vehicle and sometimes has several clones follow him around, although most of the time he's alone.







Constructicon leader Scrapper can transform into a loader and also forms Devastator's right leg. In Operation: Cassette, Scrapper leads the other Constructicons and gets them to defend the Decepticon Earth space bridge, but they are all defeated by Twincast.







Sinnertwin is another Terrorcon and can transform into what appears to be a orthrus type monster. He can unite with all of the other Terrorcons to form Abominus.







With six different transformation modes, Sixshot quickly proves to be one of the most powerful and dangerous Decepticons, and to top it all off he's trained in robot ninjitsu and has several special powers, such as being able to create shadows of himself. He can transform into a wolf, a space fighter, a car, a tank, a gun and a robot. He also has a special seventh transformation mode where he uses the best bits from all of his other transformations. Sixshot eventually leaves the Decepticons due to Zarak's treachery and helps the Autobots save the Earth.





Decepticon Headmaster Skullcruncher is the dopey one of the bunch, although the other Decepticons never really mock him or anything. He can transform into an alligator. He serves under Zarak and always goes into battle with Weirdwolf and Mindwipe.







Slugslinger first appears in the first part of The Miracle Warriors, and becomes a Targetmaster in the second part. Slugslinger seems to take great pleasure in killing things, as seen in one episode where he laughs at the fact that killing the inhabitants of planet Master is so easy. Slugslinger also leads the other Decepticon Targetmasters against their Autobot counterparts.






Completely unhappy that Soundwave was killed, Galvatron had Zarak use his technology to rebuild him, creating Soundblaster. He's pretty much the same as before but now has a black colour scheme. As in his previous life, Soundblaster goes off on espionage missions with his cassette robots to try and find out what the Autobots are up to. As before, he can transform into a cassette player.






Soundwave is only in the first two episodes of the series. He and Blaster fight each other in the second episode, but he is completely obliterated after his body explodes. However, as noted above, he is bought back to life with a new body and a new name: Soundblaster.







Snapdragon is the other Horrorcon, and can transform into a dragon or a jet fighter. He was another Decepticon Headmaster who was banished from planet Master with Apeface, but the two managed to reunite with all of the other Decepticons much later on.







Swindle is a Combaticon and can transform into a yellow military jeep. He can also unite with the other Combaticons to form into Bruticus, and Swindle forms the right leg.







Predacon member Tantrum can transform into a bison and can unite with his fellow Predacons to form into Predaking.








Thrust is another Decepticon jet who looks a lot like Dirge, and is also seen defending the Earth Decepticon base from Twincast's cassette robots.







The third and final Decepticon Targetmaster is called Triggerhappy. He becomes a Targetmaster in the second part of the miracle warriors, along with Slugslinger and Misfire. He can transform into a space fighter.







The Decepticon answer to Metroplex, Trypticon is a gigantic robot dinosaur who can transform into a base for the Decepticons. Trypticon is often seen fighting Metroplex throughout the series, although strangely he wasn't present at the final battle even though Metroplex was.







Vortex is a Combaticon and can transform into a helicopter, and also forms Bruticus' left arm.








Decepticon Headmaster Weirdwolf was another Decepticon to be exiled from planet Master and is one of Zarak's loyal troops. He usually gets to lead Mindwipe and Skullcruncher around and often battles the Autobot Headmasters with them. He can transform into a wolf type creature.






Wildrider is a Stunticon and can transform into a car. He can unite with all of the other Stunticons to form Menasor.








Wingspan is the other Decepticon clone and in robot mode looks identical to Pounce, but he can transform into a hawk. He and Pounce are destroyed by Sixshot in the penultimate episode, but are then back again in the final episode.







Having been kicked off planet Master with the other Decepticon Headmasters, Zarak wants revenge against Fortress Maximus and he teams up with Galvatron to try and destroy the Autobots. However, Zarak actually has plans of his own and eventually becomes the leader of the Decepticons, and then turns his attention to destroying the Earth. His plan is ruined in the end, though but this won't be the last time we see him as he returns in Transformers Super God Masterforce. Zarak transforms into the head of Scorponok, which is his own creation.

CAMEOS

Megatron: Appears in the first episode's special intro and in one of Kup's flashbacks.
Starscream: Appears in the same episode as Megatron.
Thundercracker: You can just about make him out in Kup's flashback in the first episode.



OTHER CHARACTERS

I'll only cover the main other characters here, who either appear in more than one episode or are a bit important to the plot.

Abel was one of Chromedome's friends on planet Master. He worked in a security team, and one day a almost entirely black robot appeared demanding that they hand over all of their energy to him. Abel refused and he was his team were all killed by the unidentified robot (who turned out to be Sixshot). Chromedome has never forgotten Abel's death and wants to avenge him.






Whilst she made the odd appearance in season 3, Carly Witwicky makes many more appearances in Headmasters, although she doesn't ever get to do anything exciting. She first met Spike in the second season of Transformers and has been one of the main human characters ever since.






Mostly hated by the Transformers fanbase, Daniel Witwicky is Spike and Carly's son and was first introduced in the movie, and then appeared quite a few times in season 3. He's in Headmasters even more and is usually seen teamed up with Wheelie, although to be fair he does prove to be fairly useful to the Autobots in some episodes, managing to save the Athenia base from destruction by a meteorite in one episode and helping Chromedome though all of Scorponok's internal defences in another. Otherwise he just gets into trouble, mainly because of Wheelie.




Another one of Chromedome's friends from planet Master, Jack trained to be a Headmaster but failed and instead became a scientist, who designed Fortress' master sword and spaceship. He is seen in the second part of the miracle warriors, but ends up being captured by Sixshot who installs a time bomb and sends him off to destroy Fortress' ship. Jack ends up being shot by Chromedome, and he then explodes which kills him instantly.





Spike Witwicky has been around since the first season of Transformers and makes plenty of appearances in Headmasters. Working with the Autobots to try and create a good energy production program, Spike just wants to make the Earth a better place. He's nearly killed in one episode but his life is saved thanks to Fortress Maximus.

M.I.A

Marissa Faireborn: She was in the third season a few times but is only mentioned once by name in Headmasters.