The Fallen cue serves as the main theme for the main antagonist, "The Fallen" as well as the Decepticons in this film. The track begins with a low synthesizer beat, slowly building. It quickly goes into a surreal version of the Fallen's theme, a four-note harmonic melody. It seems as if the human voice and a synthesizer were mixed in order to give it it's "surreal" quality. It builds, and finally the theme is followed by hard electronic pulses, found in the Decepticon's cue from the first film. It ends with a bass roll.