Knock Out Nemesis! is the thirty-first episode of Beast Wars II. It first aired in Japan on November 18, 1998 on TV Tokyo.
Light reflecting off of the Nemesis is now visible from Gaea (it looks like a big star). Lioconvoy orders the crew to head to the falls, to show off the newest weapon. From behind the falls, the Cybertrons deploy a cannon that will be used to fire upon the Nemesis. Lioconvoy gives each Cybertron their orders. Lio Jr is angered that he is told to stay behind. He runs off in anger, but Lioconvoy catches up to him to discuss the arrangement. Lioconvoy tells him that staying behind involves a special project.
As most of the Cybertrons take to hauling the cannon across the forest, Dirgegun and Thrustol see them hauling the cannon. They contact Galvatron, who is assured by Hellscream that the cannon can destroy the Nemesis. He sends Hellscream and Max B to assist Dirgegun and Thrustol in destroying the cannon. En route, Max B uses his "Max Sight" X-ray vision on a hunch and views underground. He finds Scuba using the Tako-Tank to haul another cannon that may be the real one. Hellscream and Max B go to attack the underground cannon, and let the other Destrons handle the Cybertrons above ground. Above ground, Dirgegun uses his wings to create a high pitched noise to stun the Cybertrons. Dirgegun and Thrustol easily take care of the cannon, but find Lioconvoy inside upon ripping it open. The two sides start to fight. Meanwhile, Hellscream and Max B have taken care of the second cannon. However, neither cannon turns out to be real.
At the falls, the real cannon deploys at the hands of Lio Jr, Santon, and Skywarp. They merge into Magnaboss and take the cannon to a nearby Angolmois Energy pit. They place the cannon next to the pit. They scale down the pit to lay tubing that will energize the cannon with the Angolmois. While the cannon charges, Galvatron and Gigastorm arrive to destroy the cannon. Magnaboss tries to deflect the attacks at first, but splits for better odds. While Santon tries to keep Galvatron busy, Skywarp interferes with Gigastorm. Lio Jr is able to spontaneously create an Angolmois Energy ball through his connection with Gaea. He uses the energy ball to charge the cannon, and he fires it towards the Nemesis. The beam from the cannon reaches outer space and heads towards the Nemesis. Right before the cannon reaches the Nemesis, the cannon overloads and explodes. Before Galvatron and Gigastorm can continue their attack, the rest of the Cybertrons arrive. At the Cybetron base, Drillnuts wonders what went wrong with his calculations in building the cannon. Back at the battle, the Destrons claim victory for the day and retreat back to the ship.
As the sun sets on yet another day, Lio Jr is disappointed he wasn't able to save the day and Gaea. Lioconvoy arrives and informs Lio Jr that he did the best he can and that they will save Gaea before its too late.
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..