Mikaela Banes
Portrayed by: Megan Fox
First Appearance: Transformers (film)
Appearances: Transformers (film)
Transformers: Revenge of the Fallen
Last Appearance: Transformers: Revenge of the Fallen
Species: Human
Affiliations: Autobots
Status: Unknown

Mikaela Banes is a former high school student. A beauty with brains, a penchant for fixing cars, and accepted Sam Witwicky offer to "ride" her home in his new car.


Mikaela learned how to fix cars from her father, a long-time car thief who has presumably been single for some time. When he couldn't find a babysitter, he'd bring young Mikaela along, and she thus learned how to hotwire and steal cars. Eventually, Mikaela's father was caught, and she earned a criminal record for refusing to turn her father in to the authorities. She hid her automotive knowledge from her boyfriends, for fear that they will be insecure around a girl who knows more about cars than they do.

Mikaela went to school with Sam Witwicky since first grade, but had failed to notice him at all during that entire time. After a spat with her boyfriend Trent, she dumped him, and Sam gave her a ride home in his new car. When the car suffered engine trouble, she took a look at the engine and was very impressed with the layout. Sam was more impressed with her. After Sam drove her home, Mikaela asked him if he thought she was "shallow", to which Sam awkwardly replied that he thought that there was "more than meets the"
Mikaela carfix

The next day, Mikaela was having lunch with her friends when Sam passed by on his mother's bike, saying that his car was following him. Concerned, she followed him on her moped, but just as she caught up, Sam knocked her off. Angry, she demanded to know what his problem which point the Decepticon Barricade came charging out from under the bridge where Sam had just been. Sam's Camaro, Bumblebee, knocked Barricade down and then urged them to get in. After a hectic chase, the two teens arrived at a deserted chemical plant, where Bumblebee and Barricade transformed and battled. However, Barricade unleashed Frenzy that went after Sam and pantsed him. Heading to an abandoned tool shed, Mikaela found a power saw and attacked Frenzy, decapitating it. Mikaela then watched with trepidation as Sam tried to communicate with Bumblebee, learning that he could only speak through the radio and that he was an alien who had summoned others of its kind to Earth. Mikaela remained unsure about re-entering Bumblebee's Camaro mode, until Sam asked her a simple question: "Fifty years from now, when you're looking back at your life, don't you wanna say you had the guts to get into the car?" Mikaela reluctantly agreed...unaware that Frenzy's decapitated head had slipped into her purse.

She still refused to sit in the driver's seat, as Bumblebee was driving, so Sam argued that since he had the only other seatbelt, she should sit in his lap. Mikaela agreed, then admitted that it was a smooth move on Sam's part. She then asked why Bumblebee turned back into a piece-of-crap Camaro if it was such a super-advanced robot. Insulted, Bumblebee forced the two teens out, only to return moments later as a sleek and shiny 2009 model. Bumblebee then took them to a local observatory, where they watched our more Autobots entering Earth's atmosphere. Mikaela instinctively reached for Sam's hand as this spectacle took place. Bumblebee then brought them to an abandoned alley, where the four newly-arrived Autobots joined them. After inquiring Sam's identity, the lead robot introduced himself as Optimus Prime, the leader of the Autobots. Prime introduced Jazz, Ironhide, Ratchet, (who revealed that Sam's pheromone levels indicated that he wanted to mate with Mikaela, something that embarrassed both teens); and identified Bumblebee as Sam's guardian. When Mikaela asked their intentions, Optimus explained their mission to find the AllSpark, the betrayal of Megatron and the Decepticons, and how Archibald Witwicky's glasses played a role in finding their target.

Heading to Sam's house, Mikaela was told to stay and watch the Autobots, though they eventually headed to Sam's backyard and proceeded to cause some havoc. Losing patience with Sam's inability to locate the glasses within a couple of minutes, Optimus gave Mikaela a boost up through Sam's window so she could help. Further difficulties arose when Ratchet accidentally hit some powerlines, causing a blackout. The blackout and their shuffling around attracted the unwanted attention of the parents, and Mikaela hid before they came in. This led to some awkward conversation as Sam tried to explain what was going on, until Mikaela finally stood up, revealing her presence as "a friend" of Sam's. This genuinely delighted his parents, and his mother rather awkwardly apologized for their family discussion. Mikaela commented that she thought Mrs. Witwicky was nice.

When Sector Seven forcibly detained Mikaela and Sam's family, Agent Simmons revealed that she had a police record, confirmed that she was a criminal, and threatened her father's upcoming parole hearing. This strategy nearly worked, until Optimus Prime ripped off the roof of their SUV and demanded that the agents get out of the car and release the two teens. After the Autobots rescued the pair, Sam expressed misgivings about Mikaela's history. She huffily confided to him that her record stemmed from her refusal to turn her father over to the authorities. Sector Seven soon recaptured both teenagers (along with Bumblebee) and brought them to Hoover Dam. There Sam negotiated with Simmons to have Mikaela's criminal record expunged as part of his reward for helping Sector Seven with the information he had about the Transformers. Mikaela was pleased with and grateful for Sam's change in attitude toward her.

Inside Hoover Dam, the teens, along Defense Secretary Keller, two hackers, William Lennox and Robert Epps, were shown the frozen body of Megatron, whom Sam and Mikaela recognized, as well as a demonstration of the AllSpark. However, Frenzy, hiding in Mikaela's purse, slipped away and contacted the other Decepticons. Sam, with some help from one of the soldiers, managed to convince Sector Seven to release Bumblebee, who reformatted the Cube.

Mikaela and Bumblebee after killing Brawl

They group fled to Mission City, soon joined by the Autobots. During the Decepticon attack at Mission City, Bumblebee was injured by Starscream, and Mikaela strapped the injured Bumblebee to an abandoned tow truck. Sam told her to get Bumblebee (and herself) away from the battle, while he took the All Spark to a building to be extracted by the military. They left, but Mikaela was soon overcome with guilt and frustration for having left. Looking at Bumblebee, the injured robot gave a simple nod, and Mikaela decided to go back. She drove the tow truck backwards through the battle while Bumblebee shot at Brawl, destroying the Decepticon.

After the death of Megatron, Sam and Mikaela began dating, even making out on Bumblebee's hood.

Two years after Megatron's death and the destruction of the AllSpark, when Sam was preparing to leave for college, Mikaela called him and attempts to break up with him while working over a motorcycle. Sam could tell her lack of conviction and after some flirting between the two, she agreed that they were not breaking up. Mikaela's father had been released from prison and they were both working in a motorcycle repair shop while Mikaela successfully kept him from stealing cars and going back to jail. Mikaela drove to Sam's house and found it badly damaged. Sam gave her the shard of the Allspark and told her to keep it hidden. After Sam went to break to Bumblebee the bad news about him not being able to accompany Sam to college, Mikaela went outside and put on a wedding-like dress. The two said their goodbyes, but Mikaela was frustrated by Sam's inability to admit he loved her. Mikaela left, but unknown to her, was stalked by a Decepticon.

That night, Mikaela got annoyed when she tried to do a webcam chat with Sam and failed due to him being at a frat party. When he called the next day, she was angry at him, but grew worried at his babbling. She discovered Wheelie trying to break into the safe for the AllSpark shard and captured him. Mikaela decided to fly to Sam's college after seeing this. She successfully boarded the plane carrying Wheelie in a box, despite his attempts to get attention by yelling out.

Mikaela arrived at Sam's dorm with Wheelie to find him kissing another girl, Alice. Mikaela broke up with him on the spot and left, angry and not letting him explain, but after hearing banging coming from Sam's room, she returned to find Alice, revealed to be a Decepticon Pretender who was attacking Sam. Her arrival along with Leo, Sam's roommate, distracted Alice and Sam escaped. The three ran from Alice and eventually escaped in a car which Mikaela hotwired. Alice continued to attack them, but Mikaela killed her by crushing her against a lightpole and running her over, saying "kiss this, bitch!" Unfortunately, their escape didn't last long and the three were captured by Grindor, who took them to a recently-resurrected Megatron.

Mikaela watched Sam helplessly as Megatron had the Doctor try to dissect Sam, but they were rescued by Optimus Prime and Bumblebee. Mikaela and Leo went with Bumblebee while Sam went with Optimus. They only arrivde at Optimus Prime's battle in time to see him killed by Megatron. Mikaela went on the run with Sam, Leo, Bumblebee, and the Twins.

While hiding out, she tried to comfort Sam with Bumblebee's help and ultimately succeeded. At Leo's suggestion, she and the others went looking for his rival "RoboWarrior". Mikaela and Sam were shocked to find out that RoboWarrior was their old friend, Seymour Simmons, the former agent of Sector Seven. Sam managed to convince him to help, and Simmons showed them his proof that the Cybertronians had been on Earth for a long time. Mikaela brought out Wheelie in an attempt to try to translate the symbols Sam kept seeing. Wheelie, who saw her as a warrior goddess, helped out. Although unable to translate the symbols, he was able to lead them to a Seeker, one of the only beings who could translate the symbols.

The group, now including Simmons, infiltrated the National Air and Space Museum, and led by Wheelie, found one of the Seekers. Sam revived him with the AllSpark shard, but too late Mikaela saw by his symbol that he was a Decepticon. The Decepticon, Jetfire, proved to be very old and just disregarded them. After exiting the hanger, he revealed that while he did used to be a Decepticon, he defected. After hearing this, Wheelie defected to the Autobots side. Sam scratched out the symbols he kept seeing in the ground, and an excited Jetfire teleported the group to Egypt.

In Egypt, the group listened to Jetfire's story about The Fallen and the Matrix of Leadership. Jetfire, after giving them the clue he deciphered from Sam's writing, passed his mission on to Sam, who planned to use the Matrix to resurrect Optimus Prime, the only one who could defeat The Fallen. The group left Jetfire behind and headed off to find the Matrix.

The group managed to get past a checkpoint thanks to Simmons' sweet-talking his way past a guard, but were forced to hide out from further cops. After Sam had Simmons call Lennox to set up a rendezvous point to get Optimus Prime to Egypt, the group hid out in a building near the Great Pyramids of Giza. Sam and Mikaela shared a romantic night on the building, but Mikaela was frustrated that Sam still couldn't say he loved her. Their conversation caused Sam to figure out the rest of Jetfire's clue, and the group headed for the Mountains of Petra to find the Matrix. There, thanks to the Twins' antics, they found the Tomb and the Matrix, but it crumbled to dust in Sam's hands. With the rest of the Autobots and NEST arriving, Sam became determined to try still and they headed off to meet up with them.

On the way, the group came under attack by Megatron and Starscream. Simmons, Leo and the Twins drew them off while Sam and Mikaela made their way to the soldiers to try to resurrect Optimus Prime. The two hid out in a building, but were discovered after Sam killed an Insecticon drone. The two were cornered by Rampage who held Sam's parents hostage, but were rescued by Bumblebee who killed both Rampage and Ravage, saving them. Mikaela refused to go with Sam's parents when he sent them to safety with Bumblebee. They then headed to where the soldiers were. Sam and Mikaela met up with Lennox and Epps. A massive battle began and the four tried to reach safety, but were cornered by Mixmaster. Mikaela and the others were rescued by Jetfire who returned to help and killed both Mixmaster and Scorponok, despite being mortally wounded by the latter.

Mikaela with Sam after the Battle of Egypt

Mikaela was stunned when Sam was killed by Megatron. She watched as Lennox and a medic desperately tried to revive him, but failed. Terribly distraught, Mikaela finally admitted she loved Sam and begged him to come back, but he didn't. Mikaela was shocked when Sam suddenly revived and was happy as he finally admitted he loved her. Mikaela watched as Sam successfully resurrected Optimus Prime and was then horrified by The Fallen's arrival. Mikaela watched as Jetfire sacrificed himself to give Optimus Prime his parts which gave Optimus the power he needed and he killed The Fallen and saved the Earth.

After Transformers: Revenge of the Fallen Edit

Mikaela broke up with Sam sometime after the second wave of Autobots refugees arrived on Earth, leaving him with Bonecrusher, Wheelie and the diminutive newcomer Brains. It is unknown of what became of her since then.


  • The line "I'll Drive, You Shoot" is also the title of Mikaela's brother's self-produced rap album.
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