Under siege inside Megatron's floating fortress, the Maximals must protect the captive sparks against Megatron's final attack.
- Japanese title: The All-out Attack from Hell (地獄の総攻撃 Jigoku no Sōkōgeki)
Legions of drones roll across Cybertron, while still more of the things are created at an automated plant. But it's not enough: Megatron orders an immediate attack to regain his base. After the Generals depart, Megs reflects that he needs a better body than a puny Diagnostic Drone, but with no time to design a new one, he requires a template. He finds one that's suitably ironic.
Aboard the big floating head, Silverbolt and Nightscream try to convince Optimus to restore the Sparks to their bodies. But Primal won't risk having Megatron recapture them. Botanica announces that she has changed the defense grid so Megatron can't remote-access it; Rattrap sets to work on getting the weapons working. Cheetor asks, logically, how they're supposed to reformat the planet; Op isn't sure, but says the missing piece of the puzzle lies with the Oracle. He further explains the Oracle knew about Megatron downloading it, and wanted it to happen... though he hasn't the faintest idea why. Rattrap announces that the weapons are keyed to Megatron's Spark and are totally inaccessible, as hundreds of drones arrive.
Rattrap whips out his handy disks again, and tosses one at each Maximal. Each affected Maximal suddenly sees the others as a different Maximal. Silverbolt, Blackarachnia, and Nightscream move out with the disks to buy the group some time.
Three pods deploy from the big head, revealing Maximal signatures when the drones scan them. But when they're shot down, the pods are empty, a distraction while the Maximals slipped down to the surface.
As Obsidian observes that it's some kind of trick, Nightscream tags him with a disk. Obsidian spins to find Blackarachnia and Nightscream standing there. Though his computer reports no Maximal signatures, he quickly destroys three of them -- and comes to a puzzled pause as he sees Nightscream again, even though he just blew him away. As the smoke clears, he finds the ruins of three of his own drones; Thrust is having similar problems. As the Maximals exult in this triumph, Strika attacks.
Optimus radios Silverbolt, urging him to get his team inside the big head before they raise shields. Silverbolt tells him not to wait... and Optimus reluctantly agrees. Cheetor raises the shield in time for a number of helodrones to plow into it; the remainder surround the big head and attack.
Silverbolt's team uses one of the disks to send Strika chasing after Thrust; after briefly noting the battle going on above, they retreat underground.
Above, the big head's shields are holding, but they're also cutting Botanica off from the organic core, causing her to collapse and Rattrap to panic. Primal notes that if they lower the shields for an instant, they're all doomed.
Obsidian reports that they can't penetrate the shields, but Megatron is confident that their power will run out sooner or later.
Below ground, Silverbolt decides to go after Megatron's drone factories.
The Maximals still have no access to the ship's weapons; Botanica is still faltering. Rattrap comes up with a plan to slip a life pod through the shield by matching its harmonics.
The away team enters Megatron's factory and finds themselves face-to-scanner with Megs himself. Though he initially repels their attacks with ease, Nightscream uses another disk to distract him long enough to blast some kind of large box, which promptly overloads. The Maximals escape; Megatron tries to stop the inevitable with some controls, but finally just stares slack-armed as the plant goes BOOM.
Silverbolt reports that they've put Megatron out of business and buried him to boot, leaving only the remaining billion or so drones to be defeated. But the shields are sucking up a lot of the big head's power. Rattrap, elsewhere, has loaded Botanica into a pod, which launches from the big head. Silverbolt's group observes as the pod is hit, and springs into action to keep it from crashing. Inside, they find Botanica, who is desperate to rejoin the soil. Her pallor returns as she does so, as a relieved Rattrap observes from above. A squad of Vehicons appears down the road, and the Maximals split.
Megatron is with the squad, and his sensors locate Rattrap's harmonics-matching disk. He radios Obsidian, sending the harmonic frequency to the General.
The attack that follows goes straight through the shields, to Primal and Cheetor's surprise. Rattrap's reaction -- lowered head, slumped shoulders -- tells most of the story, but he defends his actions. Primal tries to salvage the situaton, but Cheetor bluntly tells him that the defense grid is finished. Rattrap uses the last of the ship's power to erect a statis field around the Spark containment unit, as the big head begins a long, slow crash that brings it smashing to a halt atop the Citadel.
The Maximals and the Sparks survive the crash, but they're surrounded and without power. Rattrap berates himself for his recklessness, but Primal dismisses it, and vows that Megatron will not retake the Sparks. But it looks grim as a wall of drones rises into the air around the fallen ship.
Writer: Michael Reaves
Original Air Date: April 19, 2000 (YTV); November 4, 2000 (FOX)
Major characters (in order of appearance): Characters
Minor characters (in order of appearance): Characters
- The Grand Mal is effectively grounded in this episode.
- Perhaps more than any episode of Beast Machines, this one calls out some of the illogical concepts driving much of the series. Primal won't risk releasing the Sparks until Megatron is defeated, because Megatron might recapture them; yet by passing up the chance to have thousands of additional troops on his side, Primal seems to be making their recapture all the more likely. The real-life answer is that the show's CGI format made it prohibitive to have thousands of extras running around.
- Likewise, why have the Maximals not been targeting the drone factories from Day 1? Real-life answer: it'd be a very short show if they did.
- Cheetor berates Rattrap as if he's caused a total reversal in their situation. Megatron, however, seems quite confident that they'd manage to bring down the Grand Mal regardless. And the Maximals themselves had already noted that the shields were rapidly depleting the ship's power.
- How the heck did Megatron survive being at ground zero without a scratch? (Well, his Spark is all red and evil and mutated and scary...)