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. A total of 52 episodes were produced and it is split into the course of 3 seasons.

Series overview[]

	Episodes	Season Premiere	Season Finale
1	26	September 16, 1996	April 1, 1997
2	13	October 26, 1997	March 13, 1998
3	13	October 25, 1998	March 7, 1999

Episodes[]

Season 1 (1996–97)[]

No. overall	No. in season	Title	Directed by	Written by	Original air date	Prod. code
1	1	"Beast Wars, Part 1"	Ian Pearson	Bob Forward	September 16, 1996 (1996-09-16)	01
After travelling into the distant past via a transwarp drive, a small team of four Maximals aboard the Axalon battle a team of six Predacons and their ship, the Darksyde, in outer space, but both ships crash land on a mysterious planet. They scan for beast forms to protect their robot forms from the planet's large amounts of Energon due to the risk of an Energon exposure overload that could short out their bodies if they are not equipped with overload safeguards. Enraged by the apparent failure to land on Earth, Dinobot challenges Megatron for leadership of the Predacons in a bid to fulfil his desire to lead the Predacons properly to Earth, but is blown away by Scorponok. After the first battle on the planet between the Maximals and Predacons, Dinobot reappears to challenge Optimus Primal for leadership of the Maximals.
2	2	"Beast Wars, Part 2"	Steve Ball	Bob Forward	September 17, 1996 (1996-09-17)	02
After Megatron decides to use Optimus and Dinobot's duel to his advantage to deal with them both by destroying the surface they are fighting on, Dinobot agrees to serve under the Maximals, but the Predacons find an Energon-infested mountain. The Maximals and Predacons, now five for each side, have a battle to get the Energon, but the Energon explodes after Dinobot saves Optimus from Megatron. Knowing that the Predacons are not gone for good, the Maximals prepare themselves for the expected long-term conflict for control of the planet's Energon, which Optimus declares to name as the Beast Wars.
3	3	"The Web"	C. Michael Easton	Larry DiTillio	September 18, 1996 (1996-09-18)	06
After losing a prototype comm-link developed by Rhinox, Cheetor tries to redeem himself by sneaking into the Predacons' base. However, Tarantulas captures Cheetor, leaving it up to Rattrap to rescue him.
4	4	"Equal Measures"	T.W. Peacocke	Greg Johnson	September 23, 1996 (1996-09-23)	04
The Maximals try to place a Predacon detection system during an Energon storm and Cheetor somehow ends up in the Darksyde, while Terrorsaur ends up in the Axalon. Using Terrorsaur to discover how the transportation occurred, Dinobot goes to Optimus with a plan to beam a bomb to the Predacon base. Meanwhile, Cheetor discovers an Energon vein running between both bases.
5	5	"Chain of Command"	Andrew Doucette	Jesse Winfield	September 24, 1996 (1996-09-24)	03
An alien probe appears, and Optimus is seemingly disintegrated, leaving the Maximals bickering over who is in command.
6	6	"Power Surge"	Nicholas Kendall	Larry DiTillio	September 25, 1996 (1996-09-25)	08
Terrorsaur finds a floating mountain rich with Energon which makes him incredibly powerful, and he plans to overthrow Megatron and defeat the Maximals once and for all.
7	7	"Fallen Comrades"	Steve Ball	Bob Forward	September 30, 1996 (1996-09-30)	05
The first of the Maximal-allegianced 'blank'-Protoform-housing Stasis Pods ejected by the Axalon to land in this series lands and the Maximals and Predacons race to reach the Protoform inside in a bid to create it as a part of their faction. Tigatron is created and, after a short battle with the Predacons, he joins the Maximals with the preference to stay out in the wild rather than the base, so he asks the Maximals to call him when they need him - this is due to damage done to his Stasis Pod during the landing that has affected his mental behaviour slightly with an influence in his personality, and his Beast Mode, a white tiger, is also slightly influencing his behaviour and personality. This episode continues the introduction of Stasis Pods and Protoforms on from Part 1 of the 1st season premier, introducing Protoforms as well as more features of Stasis Pods.
8	8	"Double Jeopardy"	Mark Schiemann	Jesse Winfield	October 7, 1996 (1996-10-07)	07
Another Stasis Pod lands and Tarantulas gets there first, successfully changing the faction of the Pod's Protoform within from Maximal to Predacon and creating the first Predacon-allegianced Protoform of the series: Blackarachnia. Rattrap's loyalty to the Maximals is questioned by Optimus and he nearly joins the Predacons.
9	9	"A Better Mousetrap"	J. Falconer	Karen Willson Chris Weber	October 8, 1996 (1996-10-08)	09
Rattrap and Dinobot accidentally activate Sentinel, the Axalon's new defense system, before it has learned that the Maximals are friends. Feeling guilty for starting it, Rattrap stays inside the Axalon to shut down Sentinel. Meanwhile, Blackarachnia leads a Predacon mission, trying to break into the Axalon, leaving Tigatron the only one to stop them.
10	10	"Gorilla Warfare"	James Boshier	Greg Johnson	October 14, 1996 (1996-10-14)	11
Scorponok tries to infect Optimus with a virus meant to change him into a coward, but it malfunctions changing Optimus instead into a killing machine willing to take on the Predicons, not to mention his own team.
11	11	"The Probe"	Ezekiel Norton	Craig Miller Marv Wolfman	October 15, 1996 (1996-10-15)	10
The Maximals detect a Cybertronian probe, and try to contact it.
12	12	"Victory"	Steve Ball	Wendy Reardon	November 1, 1996 (1996-11-01)	13
Terrorsaur leads a rebellion against Megatron, and the ensuing fight accidentally blows up the Darksyde when an Energon sample is hit. Thinking they have won the Beast Wars, the Maximals decide to salvage parts from the Predacon ship and go back to Cybertron. But the destruction of the Predacons turns out to be an elaborate ruse planned by the Predacons themselves.
13	13	"Dark Designs"	Owen Hurley	Ian Weir	November 4, 1996 (1996-11-04)	12
Rhinox is converted into a Predacon by one of Tarantulas' machines after the Predacons strategize to use him to their advantage, but his new-found temper becomes dangerous to Megatron and his crew - the Maximals work fast to rescue Rhinox before the Predacons destroy him.
14	14	"Double Dinobot"	John Pozer	Rowby Goren	November 5, 1996 (1996-11-05)	14
Megatron uses a non-transforming clone of Dinobot to try to shut down Sentinel, while Terrorsaur traps the real Dinobot in a cave. Later, when the real Dinobot escapes his prison, the two Dinobots face each other in a battle of their beast modes and in the final scene, the real Dinobot reveals the fate of his clone to the Maximals: he ate the clone.
15	15	"The Spark"	Colin Davies	Larry DiTillio	November 11, 1996 (1996-11-11)	15
Rhinox and Cheetor must defend a crashed Stasis Pod from the Predacons, but the Spark of this Stasis Pod-housed Protoform is on the verge of extinguishing because of the crash, meaning the character yet to be created will die before they are born. They are successful through contributing some of their bodies' parts and Airazor is born. The concept of Sparks is introduced in this episode - it is a concept that is used in Transformer lore that is still used today.
16	16	"The Trigger, Part 1"	J. Falconer	Bob Forward	November 18, 1996 (1996-11-18)	16
A strange floating island appears - Tigatron and Airazor are soon stranded on it, while Blackarachnia and Scorponok attempt to seize control of it.
17	17	"The Trigger, Part 2"	Michaela Zabranska	Bob Forward	November 19, 1996 (1996-11-19)	17
The Maximals and Predacons battle for control of the floating island. But Blackarachnia gets it and plans to use it for her own agenda.
18	18	"Spider's Game"	James Boshier	Larry DiTillio	January 6, 1997 (1997-01-06)	20
Tarantulas and Blackarachnia attempt to make a third spider Predacon using the series' third Protoform-housing crashed Stasis Pod, but end up creating Inferno, an insane fire ant Predacon.
19	19	"Call of the Wild"	Jonathan Goodwill	Bob Forward	January 7, 1997 (1997-01-07)	21
The Predacons steal the Energon shielding system from the Axalon. The Maximals are forced to stay in beast mode, and the instincts of the beasts that their beast modes are scanned from begin to take over. Tigatron, having spent more time in beast mode, eventually teaches the Maximals to let their beast instincts 'help' them in and outside of battle.
20	20	"Dark Voyage"	Steve Ball	Samuel Warren Joseph	January 27, 1997 (1997-01-27)	18
Scorponok and Waspinator blow up a pit of Energon which Cheetor, Rattrap, Rhinox, and Dinobot are mining in. All four Maximals are blinded, and must somehow make it back to the Axalon.
21	21	"Possession"	Owen Hurley	Ian Weir	February 3, 1997 (1997-02-03)	19
A glitch aboard the Darksyde which Waspinator is ordered to look at is transformed into an entirely new and strange event: Waspinator is possessed by the Spark of Starscream who, now with a body once more, starts his intentions to destroy both the Maximals and Predacons at once - both factions are forced into joining forces once they both have an understanding that Starscream is forcing them to destroy each other so that he gains supremacy and power.
22	22	"The Low Road"	J. Falconer	Bob Forward	February 10, 1997 (1997-02-10)	22
Tarantulas infects Rhinox with a cold-like virus which causes him to expel his Energon supplies in the form of destructive hiccoughs. Eventually, he will not only destroy the Axalon, but himself as well. Dinobot and Rattrap must cooperate for once as they search for Tarantulas' lab, hoping he has the counter-virus. Eventually the Predacons are defeated through the rear of Rhinox's beast mode unleashing a powerful foul-like upon them.
23	23	"Law of the Jungle"	John Pozer	Mark Leiren-Young	February 17, 1997 (1997-02-17)	23
After accidentally killing a feline friend in a fight with Inferno, Tigatron feels guilty and almost leaves the Maximals. But Dinobot and Optimus are able to bring him back. Meanwhile, Inferno, Waspinator, and Terrorsaur are looking for a gift to give to the "Queen", with Tigatron and Dinobot at the top of their list.
24	24	"Before the Storm"	Adam Wood	Bob Forward	February 21, 1997 (1997-02-21)	24
Inferno finds a second Golden Disc, marked with alien runes. Megatron and Optimus supposedly agree to a truce which Megatron, in reality, is using to give the Maximals no chance of using their weapons, and Tarantulas is determined to get off Earth.
25	25	"Other Voices, Part 1"	Colin Davies	Larry DiTillio Bob Forward	March 31, 1997 (1997-03-31)	25
Optimus, Rattrap, and Airazor discover an alien structure. Meanwhile, Blackarachnia discovers Tarantulas' escape plans and forces him to let her tag along.
26	26	"Other Voices, Part 2"	Ezekiel Norton	Larry DiTillio	April 1, 1997 (1997-04-01)	26
The Vok, having had enough of their intentions being either interrupted or foiled permanently, unleash a monstrous weapon, 'Earth's second moon' as it is referred to as for a while revealing itself to actually be a planet-destroying device disguised as a moon, intending to destroy Earth and all Maximals and Predacons on it, having the belief that the continuation of their experiments is now pointless as long as the factions constantly learn about the Vok and their actions. Using a Stasis Pod equipped with transwarp cells, Optimus flies to the moon to destroy it, but Megatron, deviously tampering with the Pod's functions so that it could operate in line with his desires in a bid to take the situation to his advantage, seals the Pod shut, causing Optimus to be destroyed along with the moon.

Season 2 (1997–98)[]

No. overall	No. in season	Title	Directed by	Written by	Original air date	Prod. code
27	1	"Aftermath"	Colin Davies	Larry DiTillio	October 26, 1997 (1997-10-26)	27
The Transwarp explosion, which results in the destruction of the Vok's Planet Buster-hiding artificial moon, unleashes an Energon wave. Rattrap, Cheetor, Megatron and Tarantulas (who has had his Spark taken out of his body) are all mutated into Transmetal forms from the wave's irradiation properties while Terrorsaur and Scorponok, only beginning their transformation into Transmetals after the properties hit them, suffer from the Energon wave's impact and are never seen again.
28	2	"Coming of the Fuzors, Part 1"	Steve Sacks	Bob Forward	November 2, 1997 (1997-11-02)	28
Two Fuzors – Silverbolt, whose beast mode is a wolf-eagle combination hybrid and Quickstrike, whose beast mode is a scorpion-cobra combination hybrid – are created from a Protoform and Spark housed in a damaged Stasis Pod each, and Megatron is able to convince them to join the Predacons while their faction programming safeguard systems are still having issues following their Pods' landing. Meanwhile, Tarantulas is able to download his spark back into his body which has also become a Transmetal form during the events of "Aftermath". Dinobot steals the Golden Discs after he and Waspinator find out that the planet they are on is prehistoric Earth. During this episode Silverbolt was thought and believed to have been a Predacon and the only one that is based on a mammal, as he is a combination of a wolf and eagle.
29	3	"Coming of the Fuzors, Part 2"	Cal Shumiatcher	Bob Forward	November 9, 1997 (1997-11-09)	29
Thanks to the efforts of Rhinox's use of a Stasis Pod struck by the Energon wave from "Aftermath" that houses a Sparkless Protoform meant to serve as an emergency body, Optimus Primal is revived as a Transmetal and after a battle with the Predacons, Silverbolt disbands the Predacons and joins the Maximals, as he stated in the previous episode that "Terrorize" is a word he doesn't like "the taste of". This episode introduces another Protoform concept: Stasis Pod Protoforms that are created without Sparks by intention are meant to act as an emergency replacement body for when a character's body is damaged to an unusable extent, destroyed completely or perhaps, through certain events, lost.
30	4	"Tangled Web"	Craig McEwen	Len Wein	November 16, 1997 (1997-11-16)	30
Tarantulas, Quickstrike, and Blackarachnia are sent to secure a new Predacon post, but their conflicting intentions and the intervention of Rattrap and Silverbolt complicate things.
31	5	"Maximal, No More"	Trenton Carlson	Patrick Barry	November 23, 1997 (1997-11-23)	31
While on a reconnaissance mission, Dinobot is captured by the Predacons. Instead of fighting them he announces that he wants to be a Predacon again. He is able to prove his loyalty by defeating Quickstrike, but when he has to kill Rattrap, he starts to reevaluate his allegiance.
32	6	"Other Visits, Part 1"	John Pozer	Larry DiTillio	February 8, 1998 (1998-02-08)	32
Tigatron and Airazor are beamed into space after they discover a new alien device which the Maximals and Predacons battle for control of.
33	7	"Other Visits, Part 2"	Colin Davies	Larry DiTillio	February 15, 1998 (1998-02-15)	33
Megatron gains control of the alien weapon which he plans to use to conquer Cybertron. The Maximals are forced into an uneasy alliance with Tarantulas in order to stop him.
34	8	"Bad Spark"	Steve Sacks Jonathan Goodwill	Greg Johnson	February 22, 1998 (1998-02-22)	34
The psychotic Protoform X crashes on Earth and attacks Maximal and Predacon alike. Eventually, Megatron removes and uses his Spark to fatally blackmail him into joining the Predacons under a new name: Rampage. During this time, Silverbolt and Blackarachnia begin a relationship.
35	9	"Code of Hero"	Bob Forward	Ian Weir	March 9, 1998 (1998-03-09)	35
The Predacons attempt to annihilate a colony of pre-humans to change the outcome of the future war between the Autobots and Decepticons. With no other Maximals around, Dinobot faces the whole Predacon army alone in battle. He manages to prevent them from changing history, but at the cost of his own life. This episode is widely considered to be one of the best episodes in Transformers history and the Region 1 DVD describes it as the "powerful series centerpiece". It is also considered to be the episode which catapulted Dinobot into the Transformers Hall of Fame in 2010.
36	10	"Transmutate"	J. Falconer Sean Osborne George Samilski	Christy Marx	March 10, 1998 (1998-03-10)	36
A faulty Transformer named Transmutate is created from a damaged Stasis Pod's Protoform. Silverbolt and Rampage compete for its trust, but Transmutate is killed by its own power while it attempts to break up the fight between Silverbolt and Rampage.
37	11	"The Agenda, Part 1"	Cal Shumiatcher	Bob Forward	March 11, 1998 (1998-03-11)	37
The Tripredacus Council is hit by the explosion caused by the destruction of the alien device in Part 2 of "Other Voices" and recognize the signal as being from Megatron's ship - after blocking the wave from reaching the Maximals who are on Cybertron, they send a covert operative to capture Megatron: the agent turns out to be ex-Decepticon Ravage, who makes an alliance with the Maximals in order to capture Megatron.
38	12	"The Agenda, Part 2"	Owen Hurley	Bob Forward	March 12, 1998 (1998-03-12)	38
Optimus and Cheetor attempt to recover an Energon stash, but are damaged when it is destroyed by Inferno. Meanwhile, Silverbolt follows Blackarachnia to a mountain that Megatron has been interested in, and Megatron wins the loyalty of Ravage by showing him a message left by the original Megatron.
39	13	"The Agenda, Part 3"	Asaph Fipke Colin Davies	Bob Forward	March 13, 1998 (1998-03-13)	39
Rattrap manages to destroy the Predacon ship, taking Ravage with it. Rampage is damaged due to an automatic missile fire. Meanwhile, Blackarachnia and Silverbolt find what Megatron really came to Earth to find: the Ark, the ship that carried the Autobots and Decepticons who would go on to fight in the Great War of 1984. After breaching Teletraan I's defense system Megatron proceeds to the control room and fires an energy blast on the head of the dormant Optimus Prime, causing a time storm that begins erasing the Maximals and all elements associated with them from existence.

Season 3 (1998–99)[]

No. overall	No. in season	Title	Directed by	Written by	Original air date	Prod. code
40	1	"Optimal Situation"	Steve Sacks	Bob Forward	October 25, 1998 (1998-10-25)	40
As the Maximals, along with beings and objects all related to them, begin to fade from the time stream, Blackarachnia switches sides and saves Optimus Prime with a life-support machine. The time storm fades, but Prime is still in danger so Optimus Primal takes Prime's spark into his body to stabilize it until Prime's body is repaired. The energy from Prime's spark causes Primal's body to mutate from an ordinary Transmetal into a special Transmetal body which Megatron names as 'Optimal Optimus'. Meanwhile, Rampage destroys the Axalon's supports, causing it to fall into the water below. Optimus later returns his ancestor's spark to his body after the repairs are done. Realizing that Megatron will continue to target the Ark, the Maximals gather what they can salvage from the Axalon's wreckage and begin turning the volcano around the Ark into a new base which they can reside at while they stay with the Ark to continue safeguarding it against more of Megatron's attempts to tamper with time.
41	2	"Deep Metal"	Owen Hurley	Larry DiTillio	November 1, 1998 (1998-11-01)	41
Depth Charge, a Maximal from Colony Omicron, arrives on planet Earth looking for Protoform X, wanting revenge on Rampage for killing his comrades long ago, but during his flight to Earth he is struck by the transwarp wave first seen at the end of Part 2 of "Other Voices" and is transformed before both arrival on Earth and the scanning of a beast mode into a Transmetal. Depth Charge's frustration alienates him from the other Maximals.
42	3	"Changing of the Guard"	Steve Sacks	Evan Somers	November 8, 1998 (1998-11-08)	42
After failing to set up base defenses, the Maximals attempt to salvage Sentinel from the wreckage of the Axalon. Rattrap pilots a submarine into the submerged ship, where he is attacked by Rampage who will acquire Sentinel first for Megatron if Rattrap does not hurry. Depth Charge arrives, but only wishes to kill Rampage. Without Depth Charge's help, Inferno and Waspinator steal Sentinel from the Maximals and it is installed into the Predacon base.
43	4	"Cutting Edge"	Trenton Carlson	Ian Weir	November 15, 1998 (1998-11-15)	43
Megatron sends several prototype Transmetal II cyber-raptors to attack the early humans and the Maximals. Depending on who perfects it first, the new technology has great potential in determining the outcome of the war.
44	5	"Feral Scream, Part 1"	John Pozer	Greg Johnson	January 24, 1999 (1999-01-24)	44
Megatron creates a Transmetal II clone of Dinobot, using Rampage's Spark as the Spark of the clone and a sample of Dinobot's pre-Transmetal DNA as the influence of the clone's personality and well-being, and Cheetor and Depth Charge attempt to interrupt the process; instead, Cheetor is presumed dead after he is exposed to the machine in an explosion. The Predacons soon come under attack from a mysterious feral beast, as a heavily damaged Cheetor returns to Maximal base.
45	6	"Feral Scream, Part 2"	Steve Sacks	Jules Dennis	January 31, 1999 (1999-01-31)	45
After returning to base, Cheetor has nightmares and soon transforms into the beast from the previous episode. The other Maximals begin to hunt the creature, unaware that it is Cheetor. Megatron claims ownership of the new Transmetal II Cheetor and sends Dinobot II to capture him. Cheetor eventually harnesses his new form and the Maximals, as such, have now acquired their first Transmetal II Maximal.
46	7	"Proving Grounds"	William Lau	Arthur Sellers	February 7, 1999 (1999-02-07)	46
When Blackarachnia overhears Optimus and Rhinox discussing her Predacon reprogramming by Tarantulas, she comes to believe that Optimus has decided to surgically remove Blackarachnia's Predacon core without regard for the risk to her and she deserts the base. While on the run she is hunted by Dinobot II. Silverbolt pursues as well and confronts her on her desertion, at which point she reveals to him why she left. When she confronts Optimus with this, she is told that while the reprogramming could be beneficial to her, it is and always has been her choice to make whether or not to undergo the process. Feeling that the threat to her life is over, she returns to the Maximals.
47	8	"Go With the Flow"	Cal Shumiatcher	Bob Forward	February 18, 1999 (1999-02-18)	47
Megatron kidnaps a young protohuman, Una, to finish a giant disruptor ray that targets Cybertronians. Una follows her directions from Megatron but Rattrap and Depth Charge arrive and save her when the child destroys the machine unintentionally.
48	9	"Crossing the Rubicon"	Trenton Carlson	D.C. Fontana	February 21, 1999 (1999-02-21)	48
Blackarachnia attempts to become a Transmetal II with the help of the alien device she had stolen. However, thanks to the intervention of Silverbolt, the experiment takes a terrible turn and threatens her life. Rhinox travels into her subconscious to try to rid her of her Predacon makeup, but Tarantulas and the Predacons are successful in destroying Blackarachnia indirectly. However, as Silverbolt is out for revenge, the alien device reincarnates her body into a Transmetal II.
49	10	"Master Blaster"	Steve Sacks	Eric Torin	February 28, 1999 (1999-02-28)	49
During an attack on the Maximal base, Optimus is hit with a burrowing cyberbug that allows Quickstrike to take control of his body. Tarantulas and Quickstrike form an alliance in order to destroy the Ark and, in an unexpected surprise, Megatron. Tarantulas convinces Megatron to use the spark of the original Megatron to upgrade himself as Optimus did. Once Megatron absorbs his namesake's spark, Tarantulas has Optimus (controlled by Quickstrike) drop Megatron into the lava. Blackarachnia manages to stop Tarantulas, using her past knowledge of his work. After he was thought to have "died", Megatron rises from the lava, having now become a gargantuan red fire-breathing dragon beast mode.
50	11	"Other Victories"	William Lau	Larry DiTillio	March 5, 1999 (1999-03-05)	50
Quickstrike is put to trial for his betrayal of Megatron, but it is interrupted when the Vok send Tigerhawk, a supernatural fusion of Tigatron's and Airazor's bodies who they decide to assimilate for themselves by putting Tigatron's and Airazor's Sparks off to the side through Spark removal, to stop Megatron's interference with time - they do not realize, however, that Megatron has part of his predecessor's spark within him, thus destroying him would cause another timestorm. Upon his arrival, Tigerhawk destroys the Predacons' ship. Tarantulas captures Tigerhawk and proceeds to kill his Vok control - the experiment goes fatally wrong however and Tarantulas himself is killed. The Sparks of Tigatron and Airazor reunite with their now-merged bodies, taking the Vok's creation for themselves, and are welcomed back home to the Maximals.
51	12	"Nemesis, Part 1"	Ezekiel Norton	Bob Forward	March 6, 1999 (1999-03-06)	51
With the destruction of the Predacon base, Megatron is forced into a corner once again as the Maximals hunt for him. He sends Inferno, Waspinator, and Quickstrike to find a new base, while he goes with Dinobot and Rampage to search the debris of Tarantulas' lair for anything that may turn the tide for the Predacons - they find an underground passage that leads to a minisub that runs on a submerged track, which in reality leads to the Nemesis, the almighty Decepticon warship piloted by Megatron that first attacked the Ark on the way to Earth before being lost during the events of Generation 1's 3-part premier, "More Than Meets The Eye". Depth Charge is dispatched to destroy the submerged colossus, but inadvertently kills himself when he destroys Rampage with raw Energon - Rampage's death causes Dinobot II to scream in pain because elements of Rampage's Spark that Dinobot II possessed following his creation are now gone, leaving Dinobot II free to return to his rightful personality. Nevertheless, the Nemesis rises from the ocean, with Megatron at its helm. Meanwhile, Waspinator quits the Beast Wars.
52	13	"Nemesis, Part 2"	Cal Shumiatcher Steve Sacks	Simon Furman	March 7, 1999 (1999-03-07)	52
The Nemesis has proven to be powerful and dangerous under the now-insane Megatron, killing both Maximals and Predacons alike. Tigerhawk is destroyed with a large energy cannon which means Tigatron and Airazor are lost again and, this time, permanently, and Inferno and Quickstrike both get killed in Megatron's whimsical attempt at taking out a group of proto-humans. Optimus fights Megatron alone, while Dinobot II decides to aid the Maximals by sending them data about the Ark (a consequence from his spark now becoming independent, which apparently allows him to think more for himself and like the original Dinobot, though the episode hints that Dinobot II has become a conduit for the memories of the original Dinobot from beyond the grave as he recalls the last words spoken to the original Dinobot from "Code of Hero", though this is never outright confirmed. However the clone loses the metallic echo his voice originally possessed upon his creation and begins to show signs of Dinobot's personal code of ethics, citing the concept of honor, which up until that point the clone did not care about, to Megatron when he is about to unleash Nemesis' firepower on a single proto-human after physically stopping him from opening fire on him). The Maximals receive the data and discover an Autobot shuttle in the Ark, which Rhinox flies and crashes into the Nemesis control tower, taking out Megatron as it goes all the way through both sides. Optimus flies away while Dinobot II bids farewell and goes down with the ship. The Nemesis is now out of control and flies off toward South America, where it would be discovered during the Great War. The Autobot shuttle and the Transformers on board are safe to resume their original place in time. The remaining Maximals currently aboard then use the Autobot shuttle as a timeline-provided complimentary form of transportation to return to present-day Cybertron triumphant that Megatron now at last has been secured for returning by the Maximals who are all in both the past and present to Cybertron for charges. In a deleted scene, Optimus rips the original Megatron's spark from the descendant Megatron's chest and restores it within its rightful body ensuring the timeline is fully restored to its original state. Meanwhile, in a special epilogue scene meant only just for fun, Waspinator, who quit the Beast Wars in part 1 of "Nemesis", is shown to be worshipped by the protohumans, and declares he is "happy at last".