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Fly Out! Planet Gaea is the thirty-fifth episode of Beast Wars II. It first aired in Japan on December 16, 1998 on TV Tokyo.
As the Nemesis nears Gaea, the Cybertrons are talking about their next mission and the danger it will carry. Meanwhile, Hellscream and Max B are spying on Mantis and Tonbot. Mantis and Tonbot have been flying equipment into the nearby cave on the opposite side of the falls for some unspecified reason. Hellscream and BB wonder what is in the cave as they report back to Galvatron. Inside the cave, Drillnuts is looking at blueprints and talking to Lioconvoy under what appears to be some sort of ramp. Outside the falls, the Cyber Beasts and Gigastorm have gathered and start to attack the falls. Tasmanian Kid, Bighorn, and Scuba (with the Tako-Tank) begin to fight back, but Diver is resistant to fight near his beloved falls. Hellscream and BB decide that this fighting is futile and go off on their own to discover another entrance. Inside the cave, Powerhug is working on the wiring of the project and connects the wrong wires. The resulting explosion blasts a hole in the roof of the cave. Hellscream and Max B are coveniently flying overhead and can now see part of the ramp inside the cave. Lioconvoy sees them spying and begins to defend the cave along with Lio Jr and Apache. At that time, the Autorollers arrive to assist the two Destrons. The Jointrons then arrive and merge to become Tripledacus. While Tripledacus tries to hold them off, the other three Cybertrons return to the cave. Outside the falls, Lioconvoy commands the Cybertrons there to stand down and let Thrustol, Dirgegun, and Gigastorm enter. As the Destrons enter Diver's lab behind the falls, the lab explodes and sends the Destrons flying out of the enclosure. While Diver mourns the loss of his lab, Galvatron arrives and starts to attack. Lio Jr, Santon, and Skywarp arrive soon after and merge to form Magnaboss. Galvatron and Magnaboss start to battle, with neither getting an edge in the fight.
Inside the cave, it is discovered that the project is a ship to be used by the Cybertrons to reach the Nemesis and destroy it. Because time was short, Drillnuts had to rig a booster rocket to the ship to even give it a chance to launch. Lioconvoy, convinced that this is the last chance to launch, asks Apache to join him in this final battle, and Apache is determined to assist his leader in any way. They board the ship and Drillnuts launches it from the command module below the ramp. As soon as the ship exits the cave on the ramp (which has now deployed outside the cave), Hellscream and Max B see it and start to attack the ramp. Magnaboss uses an energy wave from his sword to blast Hellscream and Max B away for several seconds. Diver, Bighorn, Tasmanian Kid, Scuba (with Tako-Tank), and Magnaboss start to run for the ship. Meanwhile, Hellscream gets up and starts to fire agian. Magnaboss fires an Angolmois ball at Hellscream and knocks him down again. The Cybertrons make a massive leap for the ship and land on the wing. Bighorn is blow off by the velocity of the ship, but is grabbed by one of the Tako-Tank's tenticles. The Cybertrons fight the force of forward acceleration and reach a hatch to enter the ship. As the ship starts to reach the upward incline of the ramp that will allow them to take off into the air, Max B fires at the end of the ramp and destroys the curved part of the ramp. However, Tripledacus appears and holds the ramp up from underneath. Thanks to Tripledacus, the Cybertrons successfully take off and prepare to head off to the Nemesis. As the Cybetrons reach outer space and discuss the danger that lies ahead, the Destrons take off in their ship after the Cybertrons.
Last Appearance: Big Mos, DJ, Drillnuts, Gimlet, Motorarm, Powerhug, and Tonbot
In the episode
English dub changes
Note: All characters are listed in order of their first appearances in the episode. The time they appear is the time from the Japanese dub..