After the destruction of the alien machine and the death of Optimus, the remaining Maximals are left to pick up the pieces and fend off the Predacons.
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At their respective bases, the two sides react to Optimus Primal's death. The Maximals are in a state of shock, whereas the Predacons laugh, jeer and generally have a good time. However, these moods are to be short-lived—the destruction of the planet buster has caused a quantum surge, which very soon hits the Earth. In the Axalon, Rattrap and Cheetor are affected by it in the control room, as is the dead body of Tarantulas down below. The surge severely rocks the Darksyde, causing Waspinator to fall into the CR pool while the other three Preds (Megatron, Scorponok and Terrorsaur) catch the surge's full effect. Megatron is thrown onto the floor of the base, whilst Scorponok and Terrorsaur lose control of their hover platforms and collide into each other. The collision causes both of them to fall into the lava pit, where they are terminated.
The aftermath of the surge sees a relieved Waspinator emerge from the CR pool, joyous to have survived. However, he starts when he sees Megatron in the shadows, having been upgraded by the surge into a new Transmetal body.
In the Maximal base, both Rattrap and Cheetor are startled at each other's new modes, until each realises the same has happened to himself. At Airazor's suggestion, both try out their new beast modes and vehicle modes—and both end up crashing. Tigatron and Airazor go off on the hunt for the spiders, who are partly responsible for Primal's death by knocking out poor ol' Rhinox.
Under Tarantulas's control, Blackarachnia begins to take her leave of the Axalon, with Tarantulas insisting she bring his body along. Unbeknownst to them, the eyes of Inferno's severed head glow back online...
Back upstairs, Rhinox and Dinobot come back online, with Rhinox ordering Rattrap to tell him everything. Dinobot announces that he should be leader, but after a stern throttling by Rhinox, he backs down.
Blackarachnia and Tarantulas escape the base, only to be intercepted by Tigatron and Airazor. However, help for the she-spider is on its way. Megs is never above kicking somebody while they're down, so he brings a full Predacon assault squad (in the form of Waspinator) to join the Tarantulas-possessed Blackarachnia in an assault on the Axalon. Airazor and Tigatron are blasted offline by Megatron.
The alert sounds inside the Axalon, so Rhinox sends the two new Transmetals outside whilst he and Dinobot try to set up the defenses. However, Inferno emerges into the room, and immediately blasts Rhinox backwards using a missile, which prompts Dinobot into a physical brawl with the Predacon.
Outside, Tarantulas forces Blackarachnia to retreat (against her and Megatron's wishes). Waspinator battles Cheetor, much surprised that the "cat-bot" can fly. After a bit of a beating, Waspinator retreats. Following some more shooting, Megatron transforms into vehicle mode and charges at Rattrap, who transforms into beast mode and uses his tail to trip the Predacon. Megatron is not spent yet, though, and he blasts Cheetor off the cliff. Cheetor transforms to flight mode to escape, but crashes into Rattrap. Megatron prepares to end the new bots...
Inferno and Dinobot are still locked in combat when Rhinox grabs Inferno and throws him out of the base lift. He then challenges Megatron with one of the "Chainguns of Doom".
Finally, Megatron realizes with only a broken Inferno in his army, he's no match for Rhinox and the Transmetalized Cheetor and Rattrap, so he calls a retreat.
Elsewhere, under one of the planet buster-generated storms, two stasis pods are shown lying in a barren area, their DNA scanners malfunctioning.
"Yes, I am good, aren't I?" [smacks Waspinator] "But we can discuss my brilliance later. Now, there is work to be done."
"What kind of work?"
"The Predacon kind. We must defeat the remaining Maximals while they mourn their dear, departed leader. This will be the final battle!"
- —Megatron wastes no time...delivering exposition to Terrorsaur.
"I'm here, inside your pretty little head, controlling your pretty little thoughts."
- —Tarantulas makes pretty little threats against Blackarachnia.
"What's with you two?" [gestures toward pants area] "Is my gear box hangin' out or somethin'?"
- —Rattrap, paragon of social graces...
[looking in reflective surface] "Hey! I'm, uh...gorgeous!"
- —...and modesty...
"And when we woke up, Cheetor and I were these...trans...metals."
- —...and commercialism
[Dinobot and Rattrap are about to have a fight]
"Enough. Stand down, Dinobot."
"By what right do you command me? With Optimus gone, I should be—"
[Rhinox grabs Dinobot by the neck and picks him up]
"I'm in a bad mood. Understand?"
- —Rhinox proves to Dinobot that Maximals can be scary too.
"Huh? Cat-bot cannot fly..."
- —Waspinator, just prior to being smacked into by a Cheetor missile
"New packaging. Same product. Losers."
- —Megatron, discusses reissues.
"Power, you got. Brains is another story."
- —Rattrap, not impressed with the Transmetalized Megatron's intelligence.
[to Cheetor] "You know, a few flying lessons wouldn't hurt."
- —Rattrap goes for the understatement of the series.
Writers: Larry DiTillio
Original Air Date: October 26, 1997
- Waspinator's "death"
- Waspinator got lucky, this is one episode where he DOES NOT GET SLAGGED!!!!
- Waspinator was originally intended to die in this episode, but due to fan popularity and the fact the writers needed a character for comic relief, he was granted amnesty. This is somewhat reflected in Waspinator's line as he emerges from the CR Chamber: "Waspinator is...alive! Hee hee!"
Animation and/or technical glitches
- When Inferno is in the brig, his head is detached from his body. In the previous episode, Blackarachnia shot him in the face with his own weapon, however his head was still attached to his body when it showed his wreckage afterwards. Not only that, but his weapon is restored in his body. Why would the Maximals lock up a prisoner without disarming him?
- Waspinator's gun is whipped out of his hand by Cheetor, but moments later, he transforms fully, including his gun forming his Beast Mode's abdomen.
- Rattrap is seen dropping his shield (which acts as a hubcap for his wheels in beast mode) before Cheetor crashes into him, but, upon impact, both hubcaps are seen on his back.
- Megatron threatens to execute Blackarachnia for her treacherous plans with Tarantulas, although he was the one that originally pointed her in that direction. He could have just been acting out punishment so that she knows not to betray him, or perhaps he meant to use her as a scapegoat?
- Scorponok and Terrorsaur are killed off in this episode.
- In the Beast Wars Sourcebook, however, Scorponok was revealed to have survived falling into the lava, although he was unable to actually get out until long after the series ended.
- Rather subtly, Scorponok and Terrorsaur's deaths might have been foreshadowed earlier in the series. Rhinox knocked them together and sent them falling in "Dark Designs", and they inadvertently crashed into each other while trying to capture Tigatron in "Before the Storm".
- There are methods to the madness that is Transmetalization. All of the original ten Transformers would have been made into Transmetals. (This excludes Airazor, Blackarachnia, Tigatron, and Inferno.) However, Terrorsaur and Scorponok were presumed killed, and Waspinator, Dinobot and Rhinox were in CR chambers. Thus, only five of the original Transformers (if you include Optimus) were Transmetalized.
- Terrorsaur and Scorponok were going through Transmetalization at the time of death. This was included in case the writers ever were to bring them back.
- When Terrorsaur falls into the lava, the last we see of him is his hand sinking into the lava, making him resemble T-800 from the film Terminator 2: Judgment Day.
- The bit with Cheetor and Rattrap trying out their vehicle modes may have intended to give kids something to cheer them up after the death of Optimus.
- At the end, Dinobot and Rhinox run over to check on Rattrap and Cheetor, who are staggering to their feet. Apparently everyone has forgotten poor Tigatron and Airazor who were shot at the start of the fight and should still be lying unconscious a few feet away.
- The recap of the last episode actually shows Optimus approaching the center of the moon before the explosion, a scene cut from the first season finale.
- Waspinator seems very happy about not dying for once. A day like this must be like Christmas for him.