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Sam! No matter what happens, I'm really glad I got in that car with you.
~ Mikaela to Sam in case they don't survive the war

Mikaela Banes was Sam's first girlfriend and the one of the two deuteragonists (alongside Bumblebee) of the first two films in The Transformers film series. She helped the Autobots to defeat the Decepticons. She was replaced by Carly Spencer in the third film, due to how she broke up with him.

She is portrayed by Megan Fox who also portrays April O'Neil from the first two TMNT Live Action Films.


Mikaela Banes is one of the human characters in the film. She is a female who embodies cuteness and soft feelings, and she is the girl friend of the protagonist Sam Witwicky. She is valiant and is also embodied with hopeful feelings. That was her assenting temperament which made her help Bumblebee in Transformers 2007. She took him with her by tying him with a vehicle just in the middle of the battle without considering the life danger she was facing herself, right at the time when Bumblebee was hurt and direly needed help. She is marked with the fondness for fixing cars. She is recognised as 'the prettiness with brains'. She is mechanically trained because of her father. In the first part of Transformers, it was exposed that her father was a car thief. The Transformers is marked with the accord of development of a new connection between a teenager boy and girl. Her character is marked with courage and bravery, She gives complete hand to her boy friend in helping Autobots. She is not scared off by the Decepticons, which somewhat gives her a mechanical touch.



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 learned his trade. 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.

She 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 eye...with...you".

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 was...at which point a monster cop car came charging out from under the bridge where Sam had just been. Sam's Camaro knocked the monster down and then urged them to get in. After a hectic chase, the two teens arrived at a deserted chemical plant, where the Camaro transformed into a giant robot. However, the monster unleashed a spastic abomination that went after Sam and pantsed him. Heading to an abandoned tool shed, Mikaela found a power saw and attacked the smaller robot, decapitating it. Mikaela then watched with trepidation as Sam tried to communicate with his now-bipedal car, learning that it could only speak through the radio and that it was an alien who had summoned others of its kind to Earth. Mikaela remained unsure about re-entering the vehicle, but then 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 the decapitated robot had slipped into her purse.

She still refused to sit in the driver's seat, as the car was driving, so Sam argued that since he had the only other seatbelt, she should sit in his lap. Safety first, after all. Mikaela agreed, then admitted that it was a smooth move on Sam's part. She then asked why the car turned back into a piece-of-crap Camaro if it was such a super-advanced robot. Insulted, the car forced the two teens out, only to return moments later as a sleek and shiny 2009 model. The car then took them to a local observatory, where they could see four meteors entering Earth's atmosphere. Mikaela instinctively reached for Sam's hand as this spectacle took place. The Camaro then brought them to an abandoned alley, where four more cars joined them, then transformed into robots. After inquiring Sam's identity, the lead robot introduced himself as Optimus Prime, the leader of the Autobots, a race of sentient robots from Cybertron. Prime introduced Jazz, his first lieutenant; Ironhide, his weapons expert; Ratchet, their medical officer (who revealed that Sam's pheromone levels indicated that he wanted to mate with Mikaela, something that embarrassed both teens); and identified the Camaro as Bumblebee, 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 "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 hot, and threatened her father's upcoming parole hearing. This strategy nearly made Mikaela cry...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, and some soldiers, were shown the frozen body of N.B.E.-1, which Sam and Mikaela recognized as Megatron, as well as a demonstration of the AllSpark. However, the robot hiding in Mikaela's purse had 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.

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 AllSpark 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 the tank, destroying the Decepticon.

After the death of Megatron, Sam and Mikaela began dating, even making out on Bumblebee while the Autobots watched. That's kinky

Transformers: Revenge of the Fallen

Two years after the battle of Mission City, Mikaela was working at a garage, owned a bulldog named Bonecrusher and was tending to her recently bailed manchild of a father. Her relationship with Sam had complicated as neither had summoned the courage to say to one another "I love you." As Sam was packing for college, she called to announce that she was breaking up with him, mostly so she wouldn't have to say goodbye. Sam, however, had already gotten her a long-distance relationship kit, including a webcam. This convinced her not to dump him, though she was grossed out to learn that he offered to leave her his Mission City shirt. While they were talking, Sam discovered a shard of the AllSpark in the preserved clothes he wore the day he destroyed it, and it brought his kitchen appliances to life. Mikaela arrived after Bumblebee destroyed the Appliancebots, and as Sam bid farewell to his car, she got changed in an effort to impress him into saying the magic words: unfortunately, as he left, he could only say that he adored her. She was then entrusted with the AllSpark fragment.

Mikaela got ready for her first webcam date with Sam, but he was absent, having been taken by his new roommates to a party. The day after, she got a call from Sam saying he had a nervous breakdown in class and was seeing Cyberglyphics everywhere, and asked her to bring the AllSpark fragment to him. Mikaela overheard noises and found a Decepticon named Wheelie trying to crack the safe with the shard in it. She grabbed him with a pair of tongs and burnt out his optic with a blowtorch before chaining him inside a box. She flew to Princeton University with Wheelie and the fragment, entering Sam's room to find symbols scribbled all over the walls, and Alice on top of Sam. Mikaela left, proclaiming their relationship was over. She burst back when she overheard struggling noises, as did Leo Spitz, and found Sam being strangled by Alice's long mechanical tongue. Mikaela threw the box containing Wheelie at Alice, but she was too quick and ducked, making the box go through the window. Seeing the girl transform, she ran with Leo and her shrieking boyfriend into the library. Mikaela snapped at Sam for what had happened, but he protested he had not enjoyed Alice's seduction due to her unnatural strength. The organic Decepticon burst in, blasting at any movement the three of them made, eventually blowing a hole in the library wall. The trio broke into someone's car that Mikaela hotwired, with Leo complimenting on her skills, she got it started just in time to pin Alice to the hood and run the villainess into a lightpost before taking off and running over her.

As they fled, Grindor dropped a hook into Mikaela's car and dropped them at an abandoned factory. Starscream sawed the car in half, and Megatron raised his head up behind Mikaela. The resurrected and clearly vengeful commander threw Sam to the floor. Mikaela was distressed as Megatron grasped at him, professing his desire to kill him painfully, but he had work to do. Scalpel came, creating a projection of the symbols in Sam's mind, and decided to remove his brain. Optimus Prime and Bumblebee burst in, ending the experiment. Mikaela and Leo were driven away by Bumblebee, while Optimus took Sam to a forest where he sacrificed himself to protect the boy. Sam, Mikaela and Leo were driven to an abandoned factory by Bumblebee, Skids and Mudflap, as The Fallen broadcast a demand for Sam's head.

Leo suggested they figure out Sam's hallucinations by meeting his online rival Robo-Warrior, who turned out to be Seymour Simmons, now working in a deli in New York City. Simmons was aggressive towards Sam and Mikaela, blaming them for the loss of his job, but was intrigued by his problems and revealed similar symbols had been spotted in ancient sites across the world, indicating Transformer activity. Mikaela decided to free Wheelie, who was in Bumblebee's trunk, promising not to harm him if he decoded the symbols. Wheelie recognized them as the language of the Dynasty of Primes, but needed a Seeker to read them. The group found their Seeker, Jetfire, at the Smithsonian. When Jetfire revealed he was once a Decepticon, Wheelie was pleased to understand one could defect, and humped Mikaela's leg in joy. Sam was disgusted, but she didn't mind, joking he was more faithful than her boyfriend.

Jetfire opened a space bridge that teleported himself, Sam, Mikaela, Leo, Simmons, Bumblebee and the Twins to Egypt. Mikaela landed on Leo's crotch. Jetfire explained nineteen thousand years ago, The Fallen built a Star Harvester on Earth, but the necessary component—the Matrix of Leadership-was taken and hidden in the Tomb of the Primes. Sam suggested the Matrix be used to resurrect Optimus, and found its remains in Petra after decoding the only clue. Returning to the pyramids of Egypt, Mikaela ran with her boyfriend and dodged Decepticons left, right and center to bring the Matrix to Optimus. Despite a successful strike by the United States Air Force, Megatron appeared and shot at Sam. As he drifted between life and death, Mikaela went out of control, finally proclaiming that she loved him. The sparks of the original Seven Primes came to Sam and revived him, and the Matrix was restored as they deemed him worthy of it. Optimus was restored, and defeated The Fallen. Mikaela and Sam cradled each other following the battle, as she slyly noted all it took for one of them to admit their feelings was an alien war.

Dark of the Moon

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. Sometime later, when Wheelie expressed concern that Sam's new girlfriend Carly Spencer would dump him like Mikaela did, Brains commented that he didn't like Mikaela, as she was mean, but Sam rebutted that Carly was somebody who appreciated him for who he was.

After Sam and Carly had an argument over his deepening involvement in the latest Transformers crisis, his mother Judy was in disbelief that after breaking up with a "world class hottie" like Mikaela, he would then break up with Carly. To his chagrin, she thought it was unlikely that he would find another beautiful girlfriend.

Skills & Abilities

  • Expert Mechanic: Banes is mechanically taught by her father and learned how to fix cars, as she knows about the parts that are needed for machinery such as cars, motorcycles, and engines to work excellently including being able to use her barehands to Hotwire one to start them up without a car key.
  • Expert Driver: She demonstrated to be a very skilled and professional driver thought out the films, during the battle in the city while Bumblebee shot many Decepticons she drove a tow truck and evaded their attacks without any damage successfully reaching safety with allies. Then in the second film, she was able to ride away when the Decepticon pretender Alice was attacking the car until Mikaela ram her against a metal pole killing her.
  • Peak Human Beauty: Mikaela is a beautiful woman in her teens, she has light brown skin, black hair and blue eyes which was enough to mesmerize Sam. And in Dark of the moon, Mrs. Witwicky stated to Sam that she was a "World-class hottie".
  • Athletics: She was shown to be in top shape capable of performing athletic traits during war zones. As in Revenge of the Fallen, she outran many Decepticons alongside Sam without any signs fatigues.
  • Strong-Willed: Mikaela displays great feats of courage and bravery, giving her a complete hand to her boyfriend in helping the Autobots, not being scared off by the Decepticons, which somewhat marks her a good representation as a mechanic.
  • Lockpicking: Being raised by her father who was a long-time car thief it was presumably stated he'd bring her along his trade. This gave Banes the ability to learn how to break out of handcuffs as shown when she got Sam out of his in the first film.



  • Transformers (2007)
  • Transformers: Revenge of the Fallen (2009)


  • Transformers: Robots in Disguise (2007, 14 appearances)
  • Transformers: The Movie Adaptation (2007, 4 appearances)
  • Transformers: Movie Adaptation (2007, 1 appearance)
  • Transformers: Revenge of the Fallen Movie Prequel: Alliance (2008, 1 appearances)
  • Transformers: Revenge of the Fallen (2009, 1 appearance)
  • Transformers: Revenge of the Fallen - Official Movie Adaptation (2009, 4 appearances)
  • Transformers: Dark of the Moon Movie Prequel: Rising Storm (2011, 1 appearance)


  • Transformers: The Game (2007)
  • Transformers: Revenge of the Fallen (2009)

External Links



           TransformersTitle.png Cinematic Universe Heroes

Optimus Prime | Bumblebee | Jazz | Ironhide | Ratchet | Sideswipe | Jetfire | Jolt | Skids & Mudflap | Arcee | Chromia | Elita-One | Wheelie | Brains | Mirage | Wheeljack | Crosshairs | Drift | Hound | Hot Rod | Canopy | Daytrader | Sqweeks | Breakaway

Dynasty of Primes

Leadfoot | Roadbuster | Topspin

Grimlock | Scorn | Slug | Strafe | Slash | Slog | Snarl

Knights of Iacon
Stormreign | Dragonicus | Steelbane | Skullitron |

Sam Witwicky | Mikaela Banes | Maggie Madsen | John Keller | Glen Whitmann | Leo Spitz | Dutch | Carly Spencer | Cade Yeager | Tessa Yeager | Shane Dyson | Edmund Burton | Viviane Wembly | Izabella | Charlie Watson | Memo Gutierrez

General Morshower | William Lennox | Robert Epps | Charlotte Mearing | Hardcore Eddie

Sector Seven
Doctor Powell | Jack Burns | Tom Banachek | Seymour Simmons

Commander Santos | William Lennox | General Morshower

Joshua Joyce | Gill Wembley | Su Yueming | Darcy Tirrel