Megatron Walther P38

For those of you who grew up in the 80s, you may remember the iconic villain from the Transformers TV show, Megatron. Megatron’s design was originally from a japanese toy line that predates the Transformers cartoon in America. Takara, before they merged to form Takaratomy, made a line of transforming toys. All the car robots like Optimus Prime and the rest came from Diaclone. Megatron came from the Microman series of toys. The premise was every day objects that would change into spy robots.


Plain Walther P38 “GunRobo”


Below you can see the iconic Megatron toy. Takara designers were influenced by the Man From U.N.C.L.E. TV show. Hasbro got the rights and used this design to create Megatron the character.


U.N.C.L.E. inspired P38 carbine.


Well it has been a dream of mine to own a Walther P38 and have it customized like Megatron. I traded my friend Bryan for his Walther P38 and ordered a pair of reproduction grips that look like the ones on the toy. Then I had my friend Ian Greene of Crossbone Custom Firearms paint it matte silver with gun kote. We decided to stray from toy accuracy and left the controls alone in original parkerized finish. Also it would make it easier to sight the gun.



Next up my friend Bryan, of Azzy’s Design Works, helped me to print the iconic Decepticon logo with his new Roland Versa UV printer. The printer can print directly onto the surface with no treatment other than making sure the surface is clean of oil.

IMG_0426 IMG_0428 IMG_0439


Below are comparison pics of the 2007 Japanese Masterpiece Megatron. The toy was scaled up so that when transformed as a robot, it would be the same size as the Masterpiece Optimus Prime toy.



Masterpiece Megatron vs Walther P38




Megatron and P38


I would like to continue modifying this Walther to more closely replicate Megatron. However mounting a scope is difficult. The toy just mounts the scope to the fake slide of the gun. If I try to mount it like the prop from The Man From U.N.C.L.E. TV Show the grips look different and are somewhat expensive.

There is a replica prop maker that sells theUNCLE  flat grips for blank guns and he wants $150 for the grips. They have a notch molded for the scope mount to attach to the grip. However when I mentioned I want to put these on a real P38 he recommended the machined aluminum grips. They are only $600. Yikes, that costs more than the gun.  Then there is the legality of adding a stock and trying to find a long barrel to make it a rifle. I think I will leave the gun alone and maybe consider trying to modify the grips and make a scope mount sometime in the future. For now I am geeking out over having a working Megatron Walther P38.


Edit: Here is a live fire test of my Megatron Walther P38.

Nicholas C

Co-Founder of KRISSTALK forums, an owner’s support group and all things KRISS Vector related. Nick found his passion through competitive shooting while living in NY. He participates in USPSA and 3Gun. He loves all things that shoots and flashlights. Really really bright flashlights.

Any questions please email him at


  • Zachary marrs

    That poor p.38

    • Matt

      exactly….and the silly logo printed OVER the walther banner…poor Carl (whose name is also partially hidden) will turn in his grave….

  • BattleshipGrey

    Out of curiosity, why didn’t you do the print forward of the Walther logo? There looks to be enough space so as not to clutter the engravings.

    • If you look at the the picture of the toy the logo is centered to the ejection port so that when in robot mode the log is centered on is chest.

    • TVOrZ6dw

      I had the same question. Look at the robot model, the logo is centered on the ejection ‘zone’ on the pistol.

      • BryanS

        This was the first gun I had printed, but we have the bugs worked out for placement. The ejection port on the toy is where the head comes out, so the logo is centered on the chest. One side is better than the other, but it was a cool project to work and learn on.

    • Nicholas C

      So that it matches the design of the character and toy.

  • DW

    Starscream has failed again

  • AD

    Awesome! I actually still have the toy packed away somewhere. The stock is of course an issue, but adding a fake extended barrel shouldn’t cause any legal issues should it?

    • Yeah that shouldn’t be a problem. If I get a spare barrel and have someone machine a barrel extension and pin and weld it on to make the barrel 16″ then I turned it into a rifle and could add a stock. However I am not sure if I would have to make the gun 922R compliant.

    • Xanderbach

      Just make it out of aluminum or as a solid cylinder, and it has to be removed for firing. Like the solid “display” barrels for UZI carbines.

  • David

    Well, thats a new way to ruin a piece of history I hadn’t thought of.

    • How is it ruined? It is a paint job. None of it is permanent.

  • thedonn007

    That looks pretty cool. I like the picture with the toy holding the P38.

  • Nicks87

    …and I thought I was a nerd for liking video games and Star Wars.

    • Bigbigpoopi


      At least it’s not Upotte….

      • LOL yes I am. Never watched Upotte though.

      • Chase Buchanan

        Except for the “fanservice,” Upotte is great. My favorite was the episode where M16A4 and L85A2 win the wargame with the power of friendship and perseverance.

        • Bigbigpoopi

          You do realize my avatar is Ichihachi, right?

          • Chase Buchanan

            Hahahaha, no I didn’t spot that! Awesome!

    • Xanderbach

      You’re in good company. My S&W Shield has the S.H.I.E.L.D. logo on the baseplate and striker cover, and I have an AR with the Mandalorian Mythosaur laser engraved on the side.

      • Nicks87

        I love Star Wars themed guns. The ones featured on TFB have been pretty cool and got me thinking about doing one of my own.

  • Henrik Bergdahl


  • ZF

    That just looks awesome. Nice job!

  • Several years ago, I stumbled across Takara’s patent for the design.

  • Spencerhut

    This the sort of thing you do and never tell anyone. I am stupider for having read this. Please refund my 30 seconds.

    • El Duderino

      You get what you pay for.

    • TheNotoriousIUD

      And think of all you could have done with the time spent typing that sentence.

  • Jeff Smith

    I want to give the person who made this a hug.

  • zippiest

    Ahhhh… The joys of childhood. It’s even better being an adult with the cash flow to have adult versions of our favorite toys as children!

    • YEP! there are even UNCLE enthusiasts that made working copies of the gun from the TV sow Man from UNCLE.

    • Bart

      I wonder if somebody has a “Soundwave” Walkman, or a “Laserbeak” cassette tape.

      • AD

        I have a Soundwave MP3 player. It takes a SD card in the “casette” slot.

        • Nicholas C

          Yep I got that one too! Along with the headphones that transform into Rumble and Frenzy.

  • Rock or Something

    In the original Transformers, when Megatron transformed into his P38 form, he always needed someone else to fire him, usually his lackey Starscream. I always thought that was kinda silly when I was a kid.

    • Yep. Magic of cartoons. Which is why I preferred the Microman series explanation. It is a Walther P38 that turns into a tiny robot and spies on people. Soundwave is the same thing. Normal sized tape player using micro cassettes and turns into small spy robot.

    • Quasimofo

      Whoa whoa whoa, Starscream! Let’s see your tax stamp for Megatron…

      • Nicks87

        I think he could use a defensive pistol course as well… Maybe James Yeager could hook him up.

        • AHill

          The hiding in a ditch part would really help when Megatron transformed back and was angry that Starscream tried to Starscream him at a “buyback” event.

      • BryanS

        Thats a phrase i never thought I would ever, ever read. Thank you for that.

  • smartacus

    very cool.
    very very cool

  • TheNotoriousIUD

    Good job, man. Looks cool.

  • PeterK

    Very nice.

  • Phil Hsueh

    Depending on whether you want to fire the gun with the scope or not you could always simply mount using rare earth magnets, they might not be enough to hold it in place after firing but for display and basic handling it should be more than enough. And if you don’t use the scope while shooting then the stock and barrel extension could also be attached in some similar non-permanent fashion so you can take them off when shooting, that should get around any potential legal issues I’d think.

    • Not sure about that. But if I modifiy this it is so I can shoot bullets out of it. If I wanted just a display piece I would use the toy or a replica.

  • Bill

    I’m too old: I just remember Ultraman, and always thought the department should have a unit called the Science Patrol.

    I gotta get one of those printers.

    • BryanS

      Obtainable, but not cheap to get 🙂

      If you have a project, hit me up, we can see what we can do for you.

  • SP mclaughlin

    It looked good until you decaled over the Walther logo. That ruined the aesthetics.

    • Beauty is in the eye of the beholder. I was going to toy/character accuracy and that is where the logo is placed by Hasbro who designed the character.

    • Nicholas C

      To each his own. I was going for replica accuracy to the character.

  • ozzallos .

    Kind of like the people over at Survivors who rage any time
    somebody refinishes one chinese SKS out of the 16 million in circulation, I guess.

    • Zachary marrs

      Last time i checked, the germans only made about a million p.38’s

      • Nicks87

        If that’s the case there must be a billion knock-offs because I think every gun store I’ve been in has at least one and they are usually dirt cheap.

        • Zachary marrs

          Probably p1’s

          • Anon. E Maus

            There’s a difference between bubba, sporterizing, and legit customization.

            Bubba is when “uncle Bubba takes the hacksaw to that there old Nagant/Enfield to dun make it better”, as in, a terrible klutz who doesn’t know what he’s doing trying to make “improvements” on his gun, think hacking off the barrel on an SKS to make it shorter, without understanding that this makes the gas system unreliable, and gives you awful accuracy due to lack of crowning on the muzzle.

            Sporterizing is when someone who knows what they’re doing takes a military surplus rifle and modifies it to be more useful for hunting/sporting, this was very popular after the World Wars, since it was often MUCH cheaper to do this than to buy a purpose built bolt-action sporting rifle. Also worth noting is that the US Military sold off unused/surplus Krag Jörgensen actions to gunsmiths who would use them as bases for making affordable sporting rifles.

            Customization is when someone who knows what they’re doing does deliberate and well understood changes to a weapon for a purpose, usually a competent gunsmith.

          • Zachary marrs

            All of what you said is covered under “bubbaizing”

            Customizing, sporterizing, whatever you want to call it, all you are doing is taking a $500 gun, putting $200 worth of time, effort and parts into it, to get a $150 gun

            Painting a P.1 and putting a decal over the markings is firmly in the “bubba” territory.

          • BryanS

            Coating with a high temperature ceramic based coating, which will make the gun more durable and less prone to corrosion, and then directly printing onto the slide (isnt a decal) as a first try, which we or our printer manufacturer has not seen any shop do, is a few steps up from sporterizing.

            I bet when anyone puts an aftermarket part on a bland car you call it bubbaing and claim it to drop the value by 80%.

          • Zachary marrs

            Most cars aren’t C&R firearms

            Guns typically rise in value as they age, cars do not.

            “A few steps up from sporterizing” no it’s not

          • BryanS

            C&R status can be obtained by any museum curator asking for it to be applied. The gun in question here was bought to be a shooter, not a range queen. Your P38 is safe. It has similar historical significance to the Beretta M9.

          • Zachary marrs

            “It has similar historical significance to the beretta m9”

            What on earth are you smoking? I’m serious here, lay off the meth dude.

            Whether you like it or not, painting a gun, then putting an emblem over the markings is bubbaizng. He added a bunch of stuff that neither improves the functionality or value of the firearm. In fact, he did the opposite.

          • BryanS

            Not a P1.

          • Zachary marrs

            It is a p1

            This is a p1

            A p38 doesn’t have that little circle mark on the slide

            This gun has commercial proof marks, but no waffenampts.

            It has Walthers full commercial banner as well

        • Anon. E Maus

          They kept making and using them after WW2 (which makes sense at the time, because it’s really a perfectly alright 9mm pistol), as well as the later P1 pistols with the aluminum frames.

          It saw a lot of commercial and military use past the Wehrmacht, so there isn’t any shortage of them.

  • Don Ward

    I’m not saying – if I owned this – that I’d be quoting Megatron while shooting this. But I’d totally be quoting Megatron while shooting this.

    • Why throw away your life so recklessly. LOL. Thanks for the tip. I didn’t even think of doing that.

    • BryanS

      Wouldn’t It be more appropriate to yell like Starscream?

  • Broz

    I remember when I was a ‘kid’ back in ’64 and the Man from U.N.C.L.E came on NBC…Napoleon & Ilya carried ‘Franken’ P-38s with replaceable barrels, suppressors, removable scopes and extended magazines…there was even a Man from U.N.C.L.E p-38 with the accessories, along with all the other Bond-ish gadgets for sale at the Atlas 5 &10 on Main St in Fort Lee, NJ…just a couple of door down from my dad’s TV repair shop (how’s THAT for a trade that’s no longer a viasble profession???) and every chance I had I’d find an excuse to go into that store ahnd gawk at those wonderful toys…

  • Awesome! I loved Transformers as a kid. Your Megatron turned out great. Thank you for sharing these pics.

  • Tassiebush

    Very cool!

  • Blake

    Glad you didn’t monkey up your P38 to try to get a scope installed on there :-).

    Just ordered a set of P1 sights & walnut grips for ours. For whatever reason, of all the handguns we have I shoot the best groups with the Walther…

  • Cymond

    Somebody made a functional Man from. UNCLE SBR.

  • How durable is that Decepticon logo? Will it rub off over time?

    • BryanS

      If it was holstered, yes. With the guncoat as a base, it sticks pretty well, and we added a doming effect in clear which ads mechanical resistance to wear.

      The only thing is you do not want to use alcohol to clean it, as that will break down the UV ink (we clean the machine with spirits)

  • AHill

    I’ve recently learned that people in Australia require a licence to own a Megatron toy (something about being a replica firearm) and safe storage requirements apply to him (a locked cabinet and in a locked room only authorized people have access to). The slippery slope is real!

  • Evan

    Hey, let’s ruin a historical gun that they’re not making anymore so it can look like a toy I had when I was a kid!

    • BryanS

      Historical? Its a traded in aluminum framed walther used by a modern german police department and imported by century.

      And it still shoots, and now starts conversations.

  • Samael527

    that’s an unfortunate placement for the trigger

    • Nicholas C

      He likes you to jerk his trigger. LOL

  • Wow

    This is the most autistic thing I’ve ever seen. You could’ve atleast used a P1 and not a p38. Please keep your childish fantasies away from firearms.

    • Nicholas C

      Oh really? How many gun owners out there now own guns because it was something they saw in a movie, tv show, video game? How many people own guns because of “Historical Reasons” None of them were alive during what ever historical event they are fans of. Take WWII guns. People collect WWII guns for what ever reason. How is it any different? It is a passion. Don’t like it? Don’t get one.

  • candiduscorvus

    That is freakin awesome.

  • Michael McQuown

    First gun I ever owned was a P-38, which I bought for $25. Some years later, I traded it and $10 for a PP, which I later regretted. After the show came out, I wanted to get the 2″ barrel model used in “The Man From U.N.C.L.E.” but never found one.

  • M.Mitchell Marmel

    Had a Microman P-38 thirty years ago. Ah, memories… 😀

  • Stomper

    ALL of you are nerds, and HALF of you are still probably virgins.

    LOL (just kidding… Mostly) ;-P

  • Daniel the bruce

    I would have gone with the MAN from UNCLE my own self

    • Nicholas C

      The problem is age. I am a child of the 80s. Man from UNCLE is before my time so I don’t have much affection for it other than it was the inspiration for the Megatron toy.

  • Rock Island Auction

    Approved. Way to beat me to my project. 🙂 Between this and the Glock that looks like the Nintendo Zapper, I’m pretty much set.

  • RickOAA .

    My neighbor had the Megatron pistol. He was a super douche so I’d be all, “meh, it’s okay,” when it was secretly the coolest thing I had ever seen ’til then.