|Full Name||Ghost Bot|
|Defeated By||Panty, Stocking|
|Heaven Coins||Thousand of foreign coins|
Fallen was the merged ghost form of the robots Masculimus Surprise and Femitron. He was an evil spirit, born from aliens who lived to fight but were never able to settle things once and for all, because their home planet was destroyed, and after traveling through the depths of space, it finally reached planet Earth.Initially, the two halves of the Ghost were locked in eternal combat with each other. However, Brief convinced them to stop their fighting... which promptly caused them to join forces to destroy mankind. The robots merged into a single Ghost, which started chasing after Brief but was killed rather easily by Panty and Stocking. Upon exploding, Fallen left thousands of foreign blue Heaven Coins behind (which turned out to be nearly worthless).
- Fallen's design was based off of the Fallen from the American film, Transformers: Revenge of the Fallen.