List of Beast Wars episodes

The episodes listed below are from the animated television series Beast Wars: Transformers. The series premiered on September 16, 1996 and ended on March 7, 1999, with a total of 52 episodes over the course of 3 seasons.

Series overview

SeasonEpisodesOriginally aired
First airedLast aired
126September 16, 1996 (1996-09-16)April 1, 1997 (1997-04-01)
213October 26, 1997 (1997-10-26)March 13, 1998 (1998-03-13)
313October 25, 1998 (1998-10-25)March 7, 1999 (1999-03-07)

Episodes

Season 1 (1996–97)

No.
overall
No. in
season
TitleDirected byWritten byOriginal air dateProd.
code
11"Beast Wars, Part 1"Ian PearsonBob ForwardSeptember 16, 1996 (1996-09-16)01
On the planet Cybertron, a gang of Predacon criminals steal an ancient Maximal relic known as the Golden Disk and flee in a stolen warship, the Darksyde. The Maximal exploration vessel Axalon pursues the Predacons across space and time, emerging from a transwarp portal in an unknown star system. Both ships are heavily damaged in the subsequent space battle and crashland on a nearby world; the Axalon’s captain, Optimus Primal, ejects their cargo of stasis pods containing dormant Maximals into the planet's atmosphere before impact. The two crews scan organic alternate forms to protect themselves from overexposure to the planet's raw Energon deposits. As Optimus and the other Maximals Cheetor, Rhinox, and Rattrap admire their new beast modes (a gorilla, cheetah, rhinoceros, and rat, respectively), Velociraptor Predacon first officer Dinobot berates his Tyrannosaurus rex leader Megatron for crashing their ship on the wrong world. In response, Megatron blasts Dinobot away and orders the other Predacons to destroy the Maximals. The overeager Cheetor attracts the attention of the Predacons, which soon escalates into a major confrontation between both sides. The Maximals rescue Cheetor and return to the Axalon, where they find Dinobot waiting for them, who challenges Optimus for leadership of the Maximals.
22"Beast Wars, Part 2"Steve BallBob ForwardSeptember 17, 1996 (1996-09-17)02
Optimus reluctantly accepts Dinobot's challenge despite the other Maximals' objections. Although both fighters are impressed by the other's skill and honorable tactics, the other Predacons interrupt the duel and nearly blast them into a ravine. Rhinox saves Optimus and Dinobot while Megatron notices an extremely large Energon deposit inside a nearby mountain and calls the Predacons away. Optimus includes Dinobot in their pursuit of Megatron's team despite the other Maximals' protests. Both sides reach the mountain's peak and attack in their beast modes; although Megatron manages to injure Optimus, his missile is deflected by Dinobot and starts a chain reaction that destroys the mountain. Watching the explosions, Optimus proclaims that the Maximals will continue battling the Predacons on this strange prehistoric world in the "Beast Wars."
33"The Web"C. Michael EastonLarry DiTillioSeptember 18, 1996 (1996-09-18)06
Cheetor enthusiastically volunteers to test one of Rhinox's new long-range comlinks but is quickly distracted by the scorpion Predacon Scorponok attempting to retrieve one of the Darksyde’s mega-cannons. Cheetor surprises Scorponok but is ambushed by the mad tarantula Tarantulas, who heavily damages the young Maximal and buys Scorponok enough time to escape with the mega-cannon before Optimus arrives. Cheetor reawakens on the Axalon and is scolded for his impetuous behavior; he immediately sneaks out again to retrieve the mega-cannon but is once again ambushed by Tarantulas, who kidnaps him and takes him to his underground lair. Tarantulas attempts to drain Cheetor's energy but is stopped by Rattrap, who destroys the lair and reluctantly covers for Cheetor's absence back on the Axalon.
44"Equal Measures"T. W. PeacockeGreg JohnsonSeptember 23, 1996 (1996-09-23)04
The Maximals attempt to set up a Predacon detection system around their territory, but a powerful lightning storm forces Optimus to scrub the mission. Dinobot encourages Cheetor to outrun the storm and place the sensors, but the young Maximal is struck by lightning while planting the last sensor and is accidentally teleported into the Darksyde. The treacherous Pterosaur Terrorsaur attempts to capture Cheetor but is transported to the Axalon, where he attempts to ally himself with Dinobot, while Scorponok and the jittery wasp Waspinator lose Cheetor in the ship's ventilation systems. Dinobot quickly disposes of Terrorsaur, and Cheetor is captured after discovering that a massive Energon vein runs under both ships, meaning that an explosion at either end would destroy all the Cybertronians. Not realizing this, Dinobot convinces Optimus to send a bomb to the Darksyde, and Megatron reluctantly releases Cheetor to disarm it; Cheetor escapes and destroys the survey posts, severing the teleportation link.
55"Chain of Command"Andrew DoucetteJesse WinfieldSeptember 24, 1996 (1996-09-24)03
The Maximals and Predacons gather at a strange, unnatural stone formation to claim an Energon cache, but Terrorsaur accidentally destroys the cache and activates a mysterious signal. Later, a probe of unknown origin emerges from transwarp space and lands at the stones; the Cybertronians again gather at the stones to claim the probe, but it seemingly disintegrates Optimus. The other Maximals squabble over leadership before receiving a signal from Optimus, who informs them he is trapped inside the probe and appoints Rattrap leader in his absence. Rhinox attempts to build a device capable of saving Optimus as the other Maximals confront the Predacons at the stones, but Waspinator accidentally reactivates the stones during the subsequent fight and releases Optimus. The probe then vanishes into transwarp space again, leaving the Maximals to wonder where it came from and who – or what – built it.
66"Power Surge"Nicholas KendallLarry DiTillioSeptember 25, 1996 (1996-09-25)08
Terrorsaur discovers a floating mountain rich with unstable red Energon, which supercharges his systems. As Cheetor watches, Terrorsaur returns to the Darksyde and challenges Megatron for leadership of the Predacons, easily destroying him. However, the red Energon's effects quickly wear off, and Tarantulas secretly follows Terrorsaur back to the mountain while Scorponok and Waspinator repair Megatron. Acting on Cheetor's information, Optimus and Rattrap destroy the mountain while fending off Terrorsaur and Tarantulas; defeated, the two Predacons return to base, where Terrosaur is confronted by an extremely angry Megatron.
77"Fallen Comrades"Steve BallBob ForwardSeptember 30, 1996 (1996-09-30)05
One of the Maximal stasis pods in orbit crash-lands in the planet's icy northern wastelands, attracting both the Maximals and Predacons. Megatron decides to ambush the flight-capable Optimus before retrieving the pod and reprogramming the blank protoform within into a new Predacon; Dinobot saves Optimus from the attack, but the Maximal leader's injuries force Rhinox, Cheetor, and Rattrap to head for the pod on foot. The other Predacons successfully block their path and reach the pod first, but Dinobot secretly activates the pod and the Maximal within from the Axalon. Not knowing the pod is empty, Megatron attempts to blackmail the Maximals by threatening two white tigers, but one of them transforms into a Maximal and introduces himself as Tigatron. Although he helps the other Maximals defeat the Predacons, damage sustained during the crash landing makes Tigatron prefer his beast mode and the planet's natural wilderness. Tigatron agrees to support the Maximals in any way possible before departing with the second white tiger.
88"Double Jeopardy"Mark SchiemannJesse WinfieldOctober 7, 1996 (1996-10-07)07
Optimus and Dinobot's attempt to retrieve another fallen stasis pod fails when Terrorsaur and Waspinator ambush them and steal the pod, the latest in a series of failed missions. As Optimus accuses intelligence supplier Rattrap of treachery, Tarantulas reprograms the captured protoform into the black widow spider Predacon Blackarachnia. To prove his loyalty, Rattrap is sent on a dangerous scouting mission into Predacon territory, where he is ambushed by Terrorsaur and agrees to switch sides, devastating his crewmates. With Rattrap's help, Terrorsaur deposes Megatron as Predacon leader and imprisons him, but the other suspicious Predacons also imprison Rattrap. The Maximals attack the Darksyde as Megatron and Rattrap independently escape; Rattrap destroys a Maximal codebreaker inside the Predacon communications system and blasts Tarantulas while returning to his cell, while Megatron allows Terrorsaur to lead the Predacon counterattack against the Maximals. Rattrap turns on Terrorsaur and escapes with Optimus, who informs the other Maximals that Rattrap's betrayal was merely a ploy to for him to infiltrate the Darksyde and destroy the codebreaker.
99"A Better Mousetrap"J. FalconerKaren Willson & Chris WeberOctober 8, 1996 (1996-10-08)09
Rhinox finishes construction on an advanced defense program for the Axalon named Sentinel, but Rattrap and Dinobot's squabbling prematurely activates the system, forcing the Maximals to flee the base. As Rattrap stays behind to deactivate Sentinel, Optimus and Tigatron find Waspinator acting strangely in Maximal airspace, but he disappears during the pursuit. Optimus returns to base as Tigatron continues following Waspinator's scent, discovering a hidden cave underneath the Axalon where Blackarachnia and Terrorsaur attempt to use a sonic bomb to destroy the Maximal base. Tigatron foils their sabotage while Rattrap continues evading Sentinel's defenses, eventually arriving at its control unit; although Sentinel nearly destroys Rattrap, he manages to deactivate the system and retake control of the base.
1010"Gorilla Warfare"James BoshierGreg JohnsonOctober 14, 1996 (1996-10-14)11
While examining flowers on a reconnaissance mission, Optimus and an irritated Dinobot are ambushed by Scorponok, who infects Optimus with one of his cyber-bee drones. Although Dinobot informs the other Maximals that the cyber-bee reprograms its victims into cowards and will explode if removed, Optimus instead becomes a crazed berserker whose increased aggression is rapidly draining his Energon reserves. As the Maximals discuss how best to retrieve the cyber-bee's antidote from Scorponok, Optimus attacks the Darksyde alone and singlehandedly tears his way through the Predacons until reaching Scorponok's laboratory, where Megatron has the antidote. Megatron attempts to trade Optimus' loyalty for the antidote, but Optimus tears the drone off and is cured by the other Maximals as the drone explodes inside the Predacon base. Optimus awakens to find Dinobot at his bedside, who leaves him one of the flowers from their earlier mission.
1111"The Probe"Ezekiel NortonCraig Miller & Marv WolfmanOctober 15, 1996 (1996-10-15)10
On Cybertron, the Maximal Elders dispatch a fleet of temporal probes to scour time and space for the missing Axalon; one of them successfully finds the mystery planet the Maximals and Predacons are stranded on but moves out of communication range before a signal can be sent. However, Rhinox informs the group the probe will pass by the planet once more before returning to Cybertron, so the Maximals hurry to build a signal array powerful enough to make contact. Dinobot confesses he is not excited to return to Cybertron, where Predacons are treated as second-class citizens under Maximal rule. Meanwhile, Tigatron and Cheetor fall victim to Tarantulas's latest invention, a transformation lock lens that traps them in beast mode, and Cheetor accidentally informs Megatron about the probe and signal array. The Predacons storm the site and use the lock lens to trap all the remaining Maximals in beast mode; although Tigatron and Cheetor repair themselves on the Darksyde and arrive in time to save their comrades, Megatron destroys the array and gloats that the Beast Wars will continue until the Predacons win. The despondent Maximals can only watch as the probe leaves the solar system and returns to Cybertron.
1212"Victory"Steve BallWendy ReardonNovember 1, 1996 (1996-11-01)13
The Maximals have set up a spy camera inside Scorponok's laboratory and activate it just in time to watch the Predacons revolt against Megatron and accidentally detonate an Energon crystal, seemingly vaporizing them. Shocked, they infiltrate the Darksyde only to confirm that no trace of the Predacons remain, and they begin stripping the ship for enough parts to repair the Axalon. Dinobot decides to stay on the mystery planet, fearing that he will be executed on Cybertron as a Predacon criminal, but soon discovers the rest of the Predacons hiding in a crevasse. As the Axalon prepares for liftoff, Optimus and Cheetor leave the ship to help Dinobot escape, but Scorponok blasts Optimus away from reentering the departing vessel. Megatron boards the Axalon and dispatches most of the Maximals but is ejected from the ship by Rhinox, but his tail weapon destroys the console and sends the ship crashing to the ground. Optimus manages to slow the Axalon’s descent with his jetpack and safely returns the ship to its original position, but Rhinox reports it will never fly again.
1313"Dark Designs"Owen HurleyIan WeirNovember 4, 1996 (1996-11-04)12
The Predacons ambush the Maximals inside a canyon, but Rhinox singlehandedly dispatches them with his intelligent tactics, brute strength, and heavy weaponry. Impressed, Megatron orders Tarantulas to kidnap Rhinox and use him as the test subject for his latest invention, a "Transmuter" that reprograms Rhinox into a Predacon. Although the other Maximals immediately call for an assault on the Predacon base, Optimus decides to wait, as Rhinox's new aggressive and devious personality drives him to threaten, brutalize, and dispatch all the other Predacons until only Megatron remains. As Rhinox gloats about his victory, Megatron lures him onto the Transmuter and reverts him to his standard programming, at which point the other Maximals breach the Darksyde and retrieve him.
1414"Double Dinobot"John PozerRowby GorenNovember 5, 1996 (1996-11-05)14
Megatron and Scorponok bring to life a non-transforming clone of Dinobot as part of their latest plan to destroy the Maximals. Terrorsaur lures the real Dinobot into a cave and collapses the roof, while the clone's attempts to convince Optimus to investigate a false Predacon sighting end with Rattrap accompanying him to its supposed location. The clone kicks Rattrap off a cliff into a lava river and finally gets Optimus to leave the base and rescue him. As the clone repeatedly tries and fails to bypass Sentinel's security, Optimus and Cheetor find Rattrap and the real Dinobot digs himself out of the cave and returns to the Maximal base. He discovers the clone and attacks it but agrees to fight it in beast mode upon discovering it cannot transform. Megatron approaches the Axalon only to be met by the real Dinobot, who reactivates Sentinel and blasts the Predacon leader away. Dinobot explains the situation to the other Maximals once they return and reveals he ate the clone after killing it.
1515"The Spark"Colin DaviesLarry DiTillioNovember 11, 1996 (1996-11-11)15
Another orbiting stasis pod is clipped by a piece of debris and crashlands in Predacon territory. Although Megatron immediately sends troops to the crash site, Rhinox and Cheetor arrive first only to discover that the damage sustained to the pod and the high levels of Energon radiation threatens to extinguish the protoform and its spark – the Cybertronian equivalent of a soul. Cheetor agrees to donate some of his components to help Rhinox stabilize the protoform and takes on Blackarachnia, Waspinator, and Terrorsaur to buy him as much time as possible. Although Rhinox successfully saves the protoform, he absorbs too much Energon radiation and collapses, while Cheetor manages to dispatch Blackarachnia and Waspinator but is taken down by Terrorsaur. Just as Terrorsaur attempts to claim the pod, the protoform comes online as the flight-capable falcon Maximal Airazor, who easily bests Terrorsaur in aerial combat. Airazor returns to the Maximal base with Rhinox and Cheetor and is happily accepted into the team.
1616"The Trigger, Part 1"J. FalconerBob ForwardNovember 18, 1996 (1996-11-18)16
While exploring a snowy mountain range, Tigatron's report to the Axalon is disrupted by an aerial attack from Terrorsaur and Waspinator, who succeed in knocking him off a cliff. The Maximal falls into a strangely fast cloud and vanishes, and the two Predacons follow him as Optimus arrives at the battleground. Although the Maximals conclude that Tigatron has been destroyed, Airazor witnesses a badly-damaged Terrorsaur and Waspinator limping back to the Darksyde, where they inform Megatron that the cloud is really a flying island armed with a massive energy weapon, and Tigatron has taken refuge within the island's ecosystem. Desiring the weapon for himself, Megatron sends Blackarachnia and Scorponok to secure the island, and Airazor follows them but is quickly shot down. The three Cybertronians quickly discover that the island is populated with traps and hidden defenses while Tigatron commandeers one of Scorponok's cyber-bee drones to warn the Maximals about the island's power.
1717"The Trigger, Part 2"Michaela ZabranskaBob ForwardNovember 19, 1996 (1996-11-19)17
Tigatron decides to remain on the flying island as its guardian and saves the injured Airazor from another trap while the Predacons move closer to the central obelisk. Optimus and Rattrap fly towards the island but get into an aerial scuffle with the repaired Waspinator and Terrorsaur. The four crashland on the island and rendezvous with their respective allies, and Rattrap theorizes that the island's creators intended it to be a survival test for whichever intelligent species encountered it. With the obelisk weapon on cooldown, Blackarachnia breaches the structure and takes the island's power for herself; Scorponok attempts to stop her but is quickly ejected from the island by another trap. The other Maximals scramble to evacuate the Axalon as Tigatron sneaks into the obelisk and regretfully destroys it, obliterating the entire island and its natural splendor. The fallen obelisk sends a signal that bounces off one of the planet's two moons and vanishes into transwarp space, leaving the Maximals to wonder how the island's creators will react to its destruction.
1818"Spider's Game"James BoshierLarry DiTillioJanuary 6, 1997 (1997-01-06)20
As another orbiting stasis pod falls to the planet's surface, Tarantulas deactivates the Maximal and Predacon sensors to claim it for himself, but Blackarachnia catches him and offers her help. Tarantulas and Blackarachnia successfully reprogram the protoform into a Predacon but are unable to make its beast form another spider. The fire ant Inferno emerges from the stasis pod, but his damaged programming convinces him that he is an actual ant, and he attacks everyone in sight for approaching the "colony" (his stasis pod). As Blackarachnia and Airazor distract Inferno, Tarantulas completes his real objective and steals the stasis pod. Upon discovering the disappearance of the "colony," Inferno flies into a rage and pursues Tarantulas, but Tigatron arrives and destroys the pod first. He is nearly killed by the combined firepower of Inferno, Tarantulas, and Megatron, but the three Predacons are driven back by Airazor and the other Maximals. As Inferno pledges his fanatical loyalty to Megatron, Blackarachnia questions Tarantulas as to why he wanted the pod; he informs her that the planet is doomed and meant to convert the pod into an escape shuttle but refuses to tell her anything else.
1919"Call of the Wild"Jonathan GoodwillBob ForwardJanuary 7, 1997 (1997-01-07)21
The Predacons mount a full-scale assault on the Axalon, distracting the Maximals long enough for Waspinator and Terrorsaur to steal the rectifier coil from the ship's external shield generator. Without the coil, the base is no longer protected from Energon radiation, and the Maximals are forced to stay in beast mode at all times, an act that Megatron correctly predicts will cause their bestial instincts to overwhelm their internal programming. The Maximals soon succumb to their primal tendencies and flee into the wilderness, and Megatron organizes the other Predacons into a traditional hunting party to destroy them. A freshly repaired Airazor sneaks into the unoccupied Predacon base to retake the rectifier coil while Tigatron, already at one with his beast mode, rounds up the other Maximals and helps them restore the balance between their organic and technological bodies. Their minds restored, the Maximals use both their robot and beast modes to defeat the Predacons.
2020"Dark Voyage"Steve BallSamuel Warren JosephJanuary 27, 1997 (1997-01-27)18
Cheetor, Rattrap, Dinobot, and Rhinox are out mining Energon when they are ambushed by Scorponok and Waspinator; one of Scorponok's missiles detonates the Energon and the two Predacons return to base, unaware that the Maximals are still alive but completely blind. Rhinox takes command of his panicking teammates and attempts to guide them back to the Axalon before the Energon poisoning kills them. As the four blind Maximals fend off a large snake and attempt to cross a waterfall, Waspinator returns and sends them over the falls. Left with no other options, the Maximals use Rhinox's keen senses to fend off Waspinator and Terrorsaur and are saved when Tigatron and Optimus arrive and return them to the Axalon for repairs.
2121"Possession"Owen HurleyIan WeirFebruary 3, 1997 (1997-02-03)19
As a violent storm knocks out power to both the Maximal and Predacon bases, Waspinator is suddenly possessed by the ghost of the ancient Decepticon Starscream. Starscream claims to the shocked Predacons that his immortal spark was unbound from space and time when his body was destroyed by Unicron the Chaos Bringer, and pledges himself to Megatron. Intrigued, Megatron allows Starscream to lead an attack on the damaged Maximal base, who successfully drives the Maximals from the Axalon. As the Maximals attempt to plan a response, Blackarachnia reveals to Starscream that she knows he was really destroyed when his commander Galvatron murdered him after his betrayal. She agrees to help Starscream destabilize both factions and capture Optimus and Dinobot after they request access to their base's repair center, but the two Maximals use the opportunity to arm themselves and blast Starscream and Blackarachnia away. Optimus defeats Starscream in aerial combat and Blackarachnia betrays the Decepticon and destroys his body, freeing Waspinator and sending his spark back into the depths of space.
2222"The Low Road"J. FalconerBob ForwardFebruary 10, 1997 (1997-02-10)22
As the Maximals attempt to prune an infestation of wild bean vines around their base, Tarantulas infects Rhinox with an "Energon discharge virus" that forces the Maximal to violently sneeze his Energon reserves dry. To save Rhinox, the bickering Rattrap and Dinobot are sent to find Tarantulas and obtain the antidote, eventually dispatching the scheming spider and discovering his underground laboratory. However, the Predacons have beaten them to the lair and the antidote; Dinobot attempts to use the unconscious Tarantulas as a hostage, but Rattrap sneaks past the Predacons and steals the antidote. The other Maximals arrive to find the situation resolved until Rhinox, who had been eating the wild beans to calm his stomach, releases a massive Energon-infused fart that sends the Predacons flying.
2323"Law of the Jungle"John PozerMark Leiren-YoungFebruary 17, 1997 (1997-02-17)23
Cheetor and Dinobot are ambushed on patrol by Inferno, Terrorsaur, and Waspinator. During the battle, Tigatron arrives and foils Waspinator's attempt to drop heavy explosives on the combatants, but a stray shot from his gun detonates the Predacons' explosives cache and kills Tigatron's tiger companion Snowstalker in a rockslide. Distraught over the loss of his friend, Tigatron buries her body and quits the Beast Wars to the other Maximals' shock. As the three Predacons regroup, Tigatron refuses to listen to Dinobot and Optimus' arguments as to why he should return to the battlefield; Inferno's team ambushes Dinobot again and heavily damages Optimus, but Tigatron changes his mind and returns to save them.
2424"Before the Storm"Adam WoodBob ForwardFebruary 21, 1997 (1997-02-21)24
Tigatron and Megatron both observe a mountain emitting a strange energy pulse of alien origin; the latter sends Inferno to investigate, who finds a second Golden Disk inscribed with alien runes inside the mountain. Later, Optimus receives a transmission from Megatron, who surprisingly requests a truce between the Maximals and the Predacons. Although Optimus is skeptical, the two leaders meet and Megatron affirms his genuine desire for a truce, stating that he no longer has time to worry about Maximal antics. The other Maximals immediately conclude his hesitancy is connected to the alien energy pulse and send Rattrap and Airazor to distract Megatron while Tigatron infiltrates the Predacon database. Although he successfully downloads the necessary information, he is caught by Terrorsaur and escapes; the two factions hold a weaponless battle at both Optimus and Megatron's insistence, and the Maximals defeat the Predacons through a variety of primitive traps and tricks. Back at the Axalon, Tigatron informs the others of his shocking discovery – the aliens who seeded the planet with Energon and constructed the stone formation, probe, and flying island are on their way...and they are not happy.
2525"Other Voices, Part 1"Colin DaviesLarry DiTillio & Bob ForwardMarch 31, 1997 (1997-03-31)25
A flash of energy emerging from transwarp space alerts Rhinox that the aliens have arrived. As Optimus, Rattrap, and Airazor rendezvous at the landing site, Tarantulas breaks into the Darksyde’s engine room and steals one of the transwarp cells, dispatching Waspinator as he does. Blackarachnia confronts him and offers to help obtain another stasis pod from the Axalon as the aliens spawn a massive biological dome and capture Airazor for study. Megatron and Scorponok meet Optimus and Rattrap outside the dome and allow them to enter and save Airazor while Optimus is restrained in her place. Inferno follows Tarantulas and Blackarachnia as they sneak aboard the Maximal ship while the aliens address Optimus; using the visage of Unicron's head, they inform Optimus that the warring Cybertronians have contaminated their experiments and will be accordingly sterilized along with the rest of the planet. As Optimus breaks free and Rattrap and Airazor overpower the Predacons, the dome erupts with a beam of energy that activates one of the planet's two moons and knocks the remaining stasis pods out of orbit. Rhinox and Dinobot are ambushed by Blackarachnia and Tarantulas, who watch as the moon's surface burns away to reveal an endless sea of weapons.
2626"Other Voices, Part 2"Ezekiel NortonLarry DiTillioApril 1, 1997 (1997-04-01)26
Tigatron and Cheetor return to base and the aliens' Planet Buster finishes charging. Megatron and the other Predacons watch as Tarantulas and Blackarachnia finish converting the transwarp cell and the stasis pod into an escape ship, but Inferno arrives and dispatches them both. Blackarachnia recovers and knocks him out, then scans the unconscious Tarantulas's mind for the necessary information to complete the escape ship as the other Maximals return to the Axalon to find Rhinox and Dinobot webbed to the ceiling. The Planet Buster fires a massive heat ray onto the planet's surface, intending to ignite the Energon deposits and destroy the entire planet. The other Maximals discover Blackarachnia, and Optimus orders her to surrender the ship's control codes; he plans to destroy the Planet Buster by detonating the transwarp cell inside the machine. Left with no other option, Blackarachnia complies, but Optimus realizes too late that the ejection sequence has been disabled. Megatron then appears on screen and gleefully informs the doomed Optimus he added his own special programming to the transwarp cell unbeknownst to Tarantulas. The other Maximals can only watch in horror as the transwarp cell explodes, obliterating the Planet Buster, the escape ship...and Optimus Primal.

Season 2 (1997–98)

No.
overall
No. in
season
TitleDirected byWritten byOriginal air dateProd.
code
271"Aftermath"Colin DaviesLarry DiTillioOctober 26, 1997 (1997-10-26)27
Optimus Primal's death is met with grief from the Maximals and elation from the Predacons, but their attention is quickly drawn to a quantum surge created by the Planet Buster's destruction, which hits the planet at full force and begins affecting several of the Cybertronians. Cheetor, Rattrap, Megatron, Tarantulas's unconscious body, Scorponok, and Terrorsaur take the brunt of the surge's effects, but the latter two fall into the lava pits beneath the Darksyde and are swiftly killed. The remaining three awaken only to discover that they have been upgraded into new Transmetal forms; Rattrap's rat mode now possesses supercharged wheels while Cheetor and Megatron can fly in their upgraded beast modes. As Megatron attacks the leaderless Maximals and squares off against Rattrap and Cheetor, Tarantulas activates a psychic link between himself and Blackarachnia and forces her to take his unconscious Transmetalized body with her as she flees the Axalon. Megatron retreats as two stasis pods activate elsewhere on the planet, their DNA scanners experiencing severe malfunctions.
282"Coming of the Fuzors, Part 1"Steve SacksBob ForwardNovember 2, 1997 (1997-11-02)28
Megatron and Inferno leave to claim the two malfunctioning stasis pods while Waspinator regards the planet's remaining moon. Dinobot breaks into the Predacon base to steal the two Golden Disks and confronts Waspinator, who has made the same realization: the mystery planet they are stranded on is in fact prehistoric Earth, and the two Disks, therefore, contain information about the future. Waspinator is crushed into a small cube as Dinobot escapes and Blackarachnia returns with Tarantulas's body, reluctantly reviving him. The Maximals discover a stasis pod with a spark-less protoform inside as the two malfunctioning pods give birth to two mismatched mutant Cybertronians – the wolf-eagle hybrid Silverbolt and the scorpion-snake mutant Quickstrike. Megatron inducts the two Fuzors into the Predacon faction as Dinobot decides not to destroy the two Disks, hiding the original and secretly keeping the alien one. Rhinox utilizes a strange machine to project his core consciousness into the temporal rift created by the Planet Buster's destruction as the Predacons prepare for a full-scale assault on the Axalon. Since any disturbance to the ship would instantly kill Rhinox, Rattrap, Cheetor, and Dinobot are left with no choice but to hold the line against six fully armed Predacons.
293"Coming of the Fuzors, Part 2"Cal ShumiatcherBob ForwardNovember 9, 1997 (1997-11-09)29
As the battle commences, Silverbolt repeatedly questions Megatron's ruthless strategy and is harshly reprimanded for his words. Waspinator and Silverbolt fly ahead to the Maximal base, with Cheetor in hot pursuit and closely followed by Rattrap and Dinobot; Tarantulas attempts to psychically force Blackarachnia to search Megatron's databanks for information on the Golden Disks, but she refuses to reveal her discovery and instead trashes the computer. Sentinel shoots down the approaching Silverbolt, who surrenders to the Maximals and is taken inside for repairs. As Rhinox returns to the land of the living, the Axalon’s shields fail and the Maximals run out of ammunition. The Predacons close in on their defeated foes but are suddenly stopped by the surprise return of Optimus Primal! Rhinox had retrieved Optimus' spark from the afterlife and transferred it into the blank protoform, which had also undergone the Transmetalization process. With his new flight mode and increased firepower, Optimus defeats the Predacons, and Silverbolt kicks Megatron off a cliff and is accepted into the Maximals. Back at the Darksyde, Megatron rages at the recent string of failures while Blackarachnia mulls over the secrets she downloaded from Megatron's computer.
304"Tangled Web"Craig McEwenLen WeinNovember 16, 1997 (1997-11-16)30
Megatron instructs Waspinator and Inferno to construct a jamming tower to disrupt Maximal communications and orders Tarantulas, Blackarachnia, and Quickstrike to convert a recently discovered supply of stabilized Energon into a refueling station. Tarantulas secretly broadcasts their location to the Maximals and attracts the attention of Rattrap and Silverbolt; once the Predacons arrive at the cave, though, Tarantulas decides to construct a new lair inside and attempts to sway Blackarachnia and Quickstrike to his side. Desperate to be free of his psychic influence, Blackarachnia nearly detonates an Energon cube and forces Tarantulas to sever the link; Rattrap and Silverbolt attack the cave, but the latter chivalrously refuses to strike the female Blackarachnia. The cave entrance suddenly explodes, and both parties assume it was destroyed and retreat to their respective bases. However, Tarantulas merely collapsed the entrance to claim the cave and its Energon supply for himself.
315"Maximal, No More"Trenton CarlsonPatrick BarryNovember 23, 1997 (1997-11-23)31
Noting that the Predacons installations correspond to the runes on the original Golden Disk, Dinobot begins to suspect that Megatron is playing a much larger game than previously anticipated. He, Rattrap, and Silverbolt are later ambushed by Inferno, Quickstrike, and Waspinator, and Dinobot is captured and taken to the Darksyde. However, he surprises all the Predacons by requesting to rejoin their faction, having concluding that Megatron's victory is inevitable. Skeptical, Megatron orders Dinobot to prove his loyalty by defeating Quickstrike in single combat and returning the original Golden Disk, which he reluctantly does. However, Dinobot cannot pass Megatron's final test and kill the imprisoned Rattrap. As Optimus and Silverbolt arrive, Dinobot confesses his betrayal and reaffirms his allegiance to the Maximals, and Rattrap reluctantly allows him to stay.
326"Other Visits, Part 1"John PozerLarry DiTillioFebruary 8, 1998 (1998-02-08)32
With Dinobot's help, Rhinox notes a concerning pattern between the runes on the alien Golden Disk and the various alien installations the Maximals and Predacons have encountered. The next such point seemingly coincides with Tigatron and Airazor's scout patrol, but they are unable to warn them thanks to the Predacon jamming stations. As Tarantulas and the other Predacons detect the alien presence, Tigatron and Airazor are captured and abducted after professing their love for each other. Cheetor arrives too late to save them, closely followed by the other Maximals, but Megatron, Inferno, and Blackarachnia attack the understaffed Axalon and steal the alien Golden Disk from Rhinox. The Maximals return to base and agree that stopping Megatron is their priority, while Tarantulas secedes from the Predacons but offers to help stop the aliens. The Predacons and Maximals confront each other at the abduction site, but an alien ship materializes in front of them and disables everyone with an Energon surge.
337"Other Visits, Part 2"Colin DaviesLarry DiTillioFebruary 15, 1998 (1998-02-15)33
The Transmetalized Cybertronians quickly recover from the alien weapon's attack and Tarantulas activates a force field around it, locking the Maximals outside. As Cheetor and Silverbolt return Rhinox and Dinobot to the Axalon for repairs, Megatron, Tarantulas, and Quickstrike access the weapon using the alien Golden Disk, where Megatron takes control of its systems. Outside, Megatron retrieves the other Predacons, betrays Tarantulas, and captures Optimus; Rattrap avoids detection and reluctantly secures Tarantulas' help in retaking the weapon as the other Predacons begin transferring the Darksyde’s remaining transwarp cells to the alien machine. Optimus awakens, and Megatron informs him that he will use the alien weapon to conquer Cybertron, but they are distracted by a Maximal attack just long enough for Rattrap and Tarantulas to board the ship, free Optimus, and activate a self-destruct mechanism. Everyone flees as the alien machine explodes harmlessly in space, and the Maximals resolve to save Tigatron and Airazor if possible.
348"Bad Spark"Steve Sacks & Jonathan GoodwillGreg JohnsonFebruary 22, 1998 (1998-02-22)34
While on patrol, Cheetor finds a massive stasis pod emblazoned with a large yellow "X," alarming the other Maximals and attracting the interest of the Predacons. Optimus and Silverbolt arrive to find the protoform inside dead, to the former's relief; when questioned by Cheetor and Silverbolt, Optimus informs them that the Axalon’s real mission was to dispose of Protoform X, an insane, sociopathic serial killer created while attempting to replicate Starscream's immortal spark. Blackarachnia and Waspinator attempt to claim the pod, but a violent Energon storm kicks up and scatters everyone across the jungle; Blackarachnia and Silverbolt agree to work together and escape, while Protoform X reactivates and tears the newly-arrived Tarantulas limb from limb. As Blackarachnia develops romantic feelings for Silverbolt, Protoform X attacks them with his giant crab and tank alternate modes but is defeated with Optimus' help. Silverbolt heroically saves Blackarachnia and Megatron steals a piece of the dazed Protoform X's spark to control him, forcibly inducting him into the Predacons and renaming him Rampage.
359"Code of Hero"Bob ForwardIan WeirMarch 9, 1998 (1998-03-09)35
Dinobot, still haunted by his dishonorable betrayal of the Maximals, contemplates suicide as Rhinox reports that the space-time quantum surge from the Planet Buster's destruction will reach present-day Cybertron soon. Dinobot resolves to mitigate his past misdeeds and captures Tarantulas, who reveals that Megatron always keeps the original Golden Disk on him. Megatron and Rampage, meanwhile, conduct an experiment using the Disk's historical records and realize that the future can be changed. With this in mind, the Predacons lay siege to the valley from which the human race is destined to emerge, planning to erase humanity from existence and alter the outcome of the Great War between the Autobots and Decepticons. Dinobot has no choice but to defend the valley and singlehandedly takes down Tarantulas, Blackarachnia, Inferno, Waspinator, Rampage, and Quickstrike, sustaining mortal injuries in the process. Dinobot uses the last of his strength to destroy the Golden Disk before collapsing, and Megatron is forced to retreat as the other Maximals arrive. Surrounded by his friends and safe in the knowledge that humanity's future is assured, Dinobot succumbs to his wounds and dies.
3610"Transmutate"J. Falconer, Sean Osborne & George SamilskiChristy MarxMarch 10, 1998 (1998-03-10)36
The Maximals' attempt to destroy another Predacon jamming station is foiled by a powerful earthquake, which reveals a buried and badly malfunctioning stasis pod. A fight ensues over the pod, which opens to reveal a misshapen skeletal Cybertronian named Transmutate. Struck by an odd sense of kinship with the damaged creature, Rampage befriends it and Megatron reluctantly gives it the chance to destroy the Maximals, despite the fact that it cannot transform. Rampage and Inferno ambush Silverbolt, but Transmutate refuses to kill him and instead knocks Inferno away with a powerful sonic scream. Silverbolt brings Transmutate to the Axalon and is angered by the other Maximals' decision to return the mentally damaged creature to its pod, while Rampage lures Transmutate outside again. A fight ensues between Rampage and Silverbolt for Transmutate's allegiance, and it sacrifices itself to protect its two friends. As Rampage collapses with grief holding Transmutate's body, Silverbolt advises the other Maximals to leave him be.
3711"The Agenda, Part 1"Cal ShumiatcherBob ForwardMarch 11, 1998 (1998-03-11)37
The Planet Buster's quantum surge finally reaches Cybertron; the Tripredacus Council prevents the Maximal Elders from detecting it and sends a secret agent to track its source and eliminate Megatron. With his time and options running out, Megatron decides to implement one last risky plan as Silverbolt and Blackarachnia secretly meet to exchange components and a kiss. The other Predacons commence a full-scale assault on the Axalon but are soon driven away by an invisible attacker; the attacker disarms the Maximals and introduces himself as Ravage, an ex-Decepticon working with the Tripredacus Council to arrest Megatron. Waspinator is sent on a secret mission as Blackarachnia finishes building a hovercraft to follow him, and the Maximals accompany Ravage as he breaks into the Darksyde and captures Megatron.
3812"The Agenda, Part 2"Owen HurleyBob ForwardMarch 12, 1998 (1998-03-12)38
With Megatron imprisoned and the Predacons scattered, Optimus reprimands Silverbolt for his infatuation with Blackarachnia and sends Cheetor to arrest her; however, Silverbolt knocks Cheetor out and flees. On Ravage's ship, Megatron attempts to trade his freedom for a secret supply of Energon cubes, but Ravage has already learned of the supply from Tarantulas, a mole for the Predacon Secret Police. Optimus and Cheetor attempt to retrieve the Energon supply only to be ambushed by Inferno, who detonates the Energon and is seemingly vaporized. Silverbolt catches up to Blackarachnia by a mountain and saves her when her hovercraft crashes into Waspinator. Although irritated, Blackarachnia allows him to stay and requests his help digging into the mountainside. Megatron reveals to Ravage that the real reason he traveled to prehistoric Earth was at the command of the original Megatron, Ravage's old commander; he uses the last shard of the Golden Disk to play a fragment of the original Megatron's message, instructing any Decepticon descendants to travel back in time to prehistoric Earth using transwarp technology, and Ravage releases him. Optimus and Cheetor return to the Axalon to find that Ravage has switched sides.
3913"The Agenda, Part 3"Asaph Fipke & Colin DaviesBob ForwardMarch 13, 1998 (1998-03-13)39
The Predacon assault on the Maximal base renews with Ravage's support, and the shields quickly fail; as Rampage accidentally runs over Quickstrike, Rattrap sneaks aboard Ravage's ship and destroys it, Tarantulas, and the former Decepticon. Rampage is taken out by the ship's final missile, but Megatron strangely flees in a different direction than the Predacon base. Blackarachnia and Silverbolt dig into a cave system inside the mountain and discover the Ark, a crashed Cybertronian ship containing the offline bodies of the greatest Autobot and Decepticon warriors who will one day awaken and renew the Great War on Earth. Megatron arrives, seals the cave's entrance, and shoots Silverbolt, forcing Blackarachnia to give up the Ark’s access codes to save him. The Maximals arrive and frantically start digging as Megatron enters the Ark and finds the body of Optimus Prime, the legendary Supreme Commander of the Autobots. With one final grandiose speech glorifying the Decepticons and Predacons, Megatron destroys Optimus Prime's head and creates a temporal storm that begins erasing the Maximals from existence.

Season 3 (1998–99)

No.
overall
No. in
season
TitleDirected byWritten byOriginal air dateProd.
code
401"Optimal Situation"Steve SacksBob ForwardOctober 25, 1998 (1998-10-25)40
As the Maximals and Blackarachnia fade out of existence, the former Maximal protoform activates the Ark’s computer Teletraan-1 and the ship's defense systems, blasting Megatron away. She and Silverbolt manage to connect Optimus Prime to a life-support system, but the repair trauma still threatens to extinguish his spark. Optimus Primal merges Optimus Prime's spark into his own body to allow Rhinox enough time to heal the Autobot leader, but the power of two sparks mutates the Maximal commander into a gigantic new form. Megatron attempts to attack again but quickly flees upon seeing the new "Optimal Optimus," shooting Blackarachnia on his way to the unprotected Axalon. Optimus and Cheetor catch him but arrive too late to stop Rampage and a legion of Tarantulas's small spider drones from dragging the Maximal base off its perch and into the lake below. The repairs on Optimus Prime's body are completed, and Optimus Primal returns his ancestor's spark to its rightful place, while Blackarachnia joins the Maximals and helps salvage their former base to fortify the Ark against any further Predacon attacks.
412"Deep Metal"Owen HurleyLarry DiTillioNovember 1, 1998 (1998-11-01)41
Back in the present day, a mysterious Cybertronian hunting Protoform X is suddenly sucked into a transwarp portal, Transmetalized, and transported through space and time to prehistoric Earth. Rampage notes the mystery Maximal's arrival and abandons a planned ambush at the fortified Ark, while the new arrival scans a manta ray for his beast mode and continues searching for Protoform X. Cheetor arrives at the crash site but is knocked into the water by Rampage; the mystery Maximal saves him and introduces himself as Depth Charge before stranding Cheetor on an island. Rampage ambushes Depth Charge underwater, but their fight ends with the two giant Transmetals unconscious on the beach; although the two continue battling, Quickstrike distracts Depth Charge long enough for Rampage to escape. Optimus Primal and Cheetor bring the new arrival back to the Ark, where Optimus informs the others that Depth Charge was the lone survivor of one of Protoform X's mass killings, who successfully captured him after years of searching but was unable to secure his execution. Depth Charge awakens and immediately shows contempt towards the other Maximals before leaving to hunt Rampage on his own as the Predacon destroys his crashed ship.
423"Changing of the Guard"Steve SacksEvan SomersNovember 8, 1998 (1998-11-08)42
With Rhinox unable to connect Maximal technology with Teletraan-1's forcefield to protect the base, Optimus sends Rattrap on a mission to salvage Sentinel from the Axalon’s wreckage using Blackarachnia's hand-powered submarine. Although Rattrap successfully retrieves Sentinel, Rampage catches the submarine but is blown away by the timely arrival of Depth Charge, who agrees to keep Rampage occupied long enough for Silverbolt to extract Rattrap. Waspinator ambushes the two and steals Sentinel, and Depth Charge refuses to help them retrieve it. Although Rattrap and Silverbolt nearly manage to retrieve their defense system from Inferno, Depth Charge changes his mind and inadvertently allows the Predacons to escape. Back at the Ark, a furious Optimus berates Depth Charge for costing the Maximals a major strategic advantage, and he reluctantly agrees to join the team to prevent any further miscommunications as the Predacons install Sentinel into the Darksyde.
434"Cutting Edge"Trenton CarlsonIan WeirNovember 15, 1998 (1998-11-15)43
An anthropoid village is suddenly attacked by a group of Predacon cyber raptors as part of Megatron's attempts to further advance Transmetal technology. Rattrap notices Blackarchnia stealing parts from the classified area of the base as Cheetor develops an infatuation with her, drawing Silverbolt's ire. Cheetor and Blackarachnia are assigned to escort two young anthropoids back to the village but are attacked by more cyber raptors and lose contact with the other Maximals. As the Predacons send more troops to ambush the stranded Cheetor and Blackarachnia, the two Maximals bond while working together to destroy the raptors and safely return the anthropoid children to their village. Despite this, Blackarachnia reaffirms her love for Silverbolt and spurns Cheetor, while Megatron realizes he can perfect the Transmetal technology by combining the raptors' technology with the other half of Rampage's spark.
445"Feral Scream, Part 1"John PozerGreg JohnsonJanuary 24, 1999 (1999-01-24)44
One dark and stormy night, Megatron and Waspinator successfully steal a stasis pod containing a blank protoform from Optimus and Cheetor. Using the protoform, Rampage's half-spark, cells from Dinobot, and a mysterious Transmetal driver of alien origin, Megatron brings another clone of Dinobot designated Dinobot II to life. Depth Charge and Cheetor arrive to steal the Transmetal driver, but Megatron knocks Cheetor into the cloning machine, which overloads and seemingly destroys the young Maximal. Blackarachnia secretly saves the Transmetal driver when Depth Charge throws it into lava, and the giant Maximal is later ambushed by Dinobot II and the Predacons while on patrol. Suddenly, a feral monster attacks and violently dispatches the Predacons, saving Depth Charge, and Optimus and Rhinox later find Cheetor collapsed outside the Maximal base.
456"Feral Scream, Part 2"Steve SacksJules DennisJanuary 31, 1999 (1999-01-31)45
Since returning to the Maximals, Cheetor has been acting strangely; he refuses to use the repair chambers, grows a strange green appendage in his sleep, and suffers from nightmares of the other Maximals tormenting him. When Rattrap attempts to check on the sleeping Cheetor, he is attacked by a large feline monster who he assumes has eaten Cheetor. However, Megatron realizes that the monster is Cheetor, who has been upgraded to a feral Transmetal II form, and sends Waspinator and Dinobot II to capture him as the Maximals come to the same conclusion. Cheetor awakens in an unfamiliar cave in his normal Transmetal body and returns to base, but a Predacon attack causes the Transmetal II beast to reemerge; Optimus helps Cheetor reassert control and master his new body, and Blackarachnia resolves to acquire the Transmetal II technology for herself.
467"Proving Grounds"William LauArthur SellersFebruary 7, 1999 (1999-02-07)46
After undergoing one of Rhinox's medical tests to find the location of Tarantulas' Predacon shell programming, Blackarachnia angrily flees the Maximal base feeling unaccepted. Dinobot II follows and ambushes her but angrily leaves when Blackarachnia refuses to fight and instead escapes. As Silverbolt tries searching for Blackarachnia, she and Dinobot II clash again but is surprised by his Transmetal II healing properties as she tries to call for backup. Silverbolt arrives, but Blackarachnia convinces Dinobot II to continue their duel, giving Silverbot enough time to trick the Predacon clone and shoot him off a cliff. Blackarachnia attempts to leave the Maximals, but Optimus and the others arrive and convince her that the choice to remove the shell program is hers, convincing her to stay.
478"Go With the Flow"Cal ShumiatcherBob ForwardFebruary 18, 1999 (1999-02-18)47
Tarantulas' latest invention is a bi-polar disruptor cannon capable of destroying Maximals and Predacons while sparing Autobots and Decepticons, but Inferno prematurely activates the weapon before its completion. No longer able to approach it, Megatron sends Waspinator to kidnap one of the anthropoid children, named Una, to finish the weapon instead. As Una is brought to the Predacons, Megatron uses the cannon on the approaching Rattrap and Depth Charge, damaging all the Predacons and knocking the two Maximals out of the sky. Rattrap leaves the damaged Depth Charge behind as Una barely comprehends Megatron's instructions to complete the cannon. Eventually, though, she installs the final pieces, and Rattrap arrives to save her as Una secretly steals the cannon's stabilizing crystal. The two reunite with Depth Charge and sail off into the sunset as the now-unstable cannon explodes.
489"Crossing the Rubicon"Trenton CarlsonD.C. FontanaFebruary 21, 1999 (1999-02-21)48
Blackarachnia attempts to convert herself into a Transmetal II with the alien driver, but Silverbolt inadvertently ruins the experiment. Rhinox realizes that her Predacon shell program is degrading and threatens to extinguish her core consciousness, and Blackarachnia agrees to have it removed, transferring the Ark’s access codes to Optimus. Tarantulas detects the intrusion and leads a squadron of Predacons to attack the base, disrupting Rhinox long enough for Blackarachnia to die on the operating table. An absolutely livid Silverbolt attacks Tarantulas and nearly executes the unconscious mad scientist but is stopped when Rampage ambushes him. He is saved by Blackarachnia, who was revived and upgraded into a Transmetal II by the Transmetal driver, and she finally accepts herself as a Maximal.
4910"Master Blaster"Steve SacksEric TorinFebruary 28, 1999 (1999-02-28)49
With Waspinator acting as a distraction, Tarantulas infects Optimus with a small drone that burrows into his nervous system and hijacks control of his body. Using a control harness linked to the drone, Quickstrike uses Optimus' body to dispatch all of the Maximals and allow Megatron access to the Ark once more. Instead of attacking Optimus Prime again, though, Megatron decides to absorb the spark of the original Megatron in hopes of replicating the power boost that mutated Optimus into his "Optimal Optimus" form. Once he does so, however, Quickstrike drops Megatron into a lava pit on Tarantulas' orders, who plans to destroy the Ark and wipe out Autobots, Decepticons, Maximals, and Predacons alike. However, Megatron emerges from the lava, now reborn as a monstrous red dragon, and fries Tarantulas while Blackarachnia uses telekinesis to escape from Rampage and help free Optimus from Quickstrike's control. As Optimus and Megatron battle, Blackarachnia stops the Ark’s self-destruct, frees the other Maximals, and helps them drive Megatron away, who still holds the original Megatron's spark.
5011"Other Victories"William LauLarry DiTillioMarch 5, 1999 (1999-03-05)50
The Predacons place Quickstrike on trial for betraying and attempting to assassinate Megatron, but the event is disrupted by a massive surge of energy heading for the Predacon base, which Tarantulas and Rhinox know means only one thing: the aliens have returned. With their defenses ineffective against the latest alien anomaly, the Predacons evacuate as the Darksyde is completely destroyed, and a horrified Optimus brings Cheetor to the crash site, fearing that the original Megatron's spark is gone as well. Once there, they find a massive winged Cybertronian who introduces himself as Tigerhawk, emissary of the Vok and the resulting fusion of Tigatron and Airazor's deactivated bodies. Tigerhawk and his Vok masters mean to eliminate Megatron for meddling with the time stream, but Optimus inadvertently distracts the alien creation long enough for an army of Tarantulas' spider drones to attack him and drag him away. An unconscious Cheetor dreams of meeting Tigatron and Airazor's disembodied sparks, which fuse together, and he awakens to find the fused spark leading him to Tarantulas' lair. There, he overhears Tarantulas explain his grand plan to an imprisoned Tigerhawk: using the emissary's immense power, the Autobots, Decepticons, Maximals, and Predacons will be wiped from existence in one fell swoop, and he and the Tripredacus Council will be unaffected by the resulting temporal storm due to having "other origins." However, Tarantulas accidentally exorcises the two Vok inhabiting Tigerhawk and detonates an Energon crystal, killing both himself and the aliens. The fused spark of Tigatron and Airazor retakes control of Tigerhawk, who agrees to join the Maximals.
5112"Nemesis, Part 1"Ezekiel NortonBob ForwardMarch 6, 1999 (1999-03-06)51
The Maximals begin searching for the Predacons, now on the run without a base or a stable foothold; as Inferno leads Waspinator and Quickstrike to search for a new "colony," Megatron, Rampage, and Dinobot II search the shattered remains of Tarantulas' lair for anything useful. Dinobot II discovers an underground tunnel leading to an intricate underwater railway system, and the three Predacons depart as the Maximals pick up their trail. Inferno and Quickstrike plan to take over an anthropoid village as their new base, but Waspinator finally tires of the abuse suffered during the Beast Wars and quits, renouncing the Predacon faction and getting blasted away by his former comrades. Silverbolt is injured by a bomb left behind on the tunnel's hatch and is returned to base for repairs as Optimus and Depth Charge discover Tarantulas' final gambit: the location of the Nemesis, a legendary Decepticon warship that shot the Ark down and crashed on Earth alongside it. Depth Charge immediately follows the rail system as Optimus sounds the alarm, but it is too late; Megatron and Dinobot II arrive to find the Nemesis refurbished with a Predacon control system and a transwarp cell. Rampage ambushes Depth Charge on the ocean floor outside the warship as Optimus and Tigerhawk fly to their coordinates, and Depth Charge detonates an Energon crystal in a fit of rage, killing them both. Although the two Maximals mourn Depth Charge's sacrifice, their relief quickly turns to dread as the Nemesis rises from the ocean, fully operational and helmed by Megatron.
5213"Nemesis, Part 2"Cal Shumiatcher & Steve SacksSimon FurmanMarch 7, 1999 (1999-03-07)52
Megatron directs the considerable firepower of the Nemesis across the prehistoric landscape in a maddened random attack; Tigerhawk bravely attempts to hold the ship off to buy the Maximals enough time to prepare, but he is destroyed by the warship's fusion cannon. Megatron destroys the anthropoid settlement, killing Inferno and Quickstrike, while the Maximals frantically try to reactivate the Ark’s systems and fight the Nemesis head-on; the warship arrives above the mountain, but its depleted power reserves allow Optimus to board and battle Megatron one last time. The Ark’s engines fail to come online and the other Maximals accept their deaths, but Dinobot II unexpectedly informs them of a detachable Autobot shuttle stored within the Ark. Having regained some vestiges of the original Dinobot's honorable personality with the destruction of Rampage's spark, Dinobot II distracts Megatron just long enough for Rhinox to crash the Autobot shuttle through the Decepticon warship's bridge and eject him. Dinobot II bids farewell to the Maximals as the Nemesis explodes and crashes elsewhere on the planet. Optimus returns the original Megatron's spark to its rightful place (although this scene was cut from the episode), and the Maximals modify the Autobot shuttle with a transwarp cell and depart prehistoric Earth for Cybertron, with Megatron restrained on the shuttle's hull. As the anthropoids celebrate their new leader Waspinator, who declares that he is finally happy, the Beast Wars come to an end.
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