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His plans crumbling, Megatron takes a final stab at winning the Beast Wars and changing history.
With Ravage and his Transwarp Cruiser backing them up, the Predacons unleash a full assault on the Maximal base. It doesn't take long for Ravage and Rampage to bring down the base's shield. Ravage has Tarantulas transfer all the cruiser's power into one enormous missile. Before it can fire, Rattrap bursts into the ship's weapons hold and tosses a pair of magnetic bombs that adhere to Tarantulas's hands. The bombs obliterate Tarantulas, the ship's interior, and Ravage—who faces the onrushing fireball with a stoic cry of "Decepticons forever!" The cruiser falls out of the sky, coming to rest mere feet from Rampage—who is then blasted by the still-armed missile.
With the cruiser destroyed and his minions out of commission, Megatron flees. Optimus notes that he's not headed back to base, realizes where he's probably going, and orders the Maximals to pursue.
Meanwhile, Blackarachnia and Silverbolt make their way into the caves of the volcano, uncovering the object of Blackarachnia's quest—the Ark. Blackarachnia explains to Silverbolt that the ship contains the Autobots' "finest heroes", but was attacked by Decepticons, with members of both factions stored inside, who will awaken in the distant future to re-start the Great War. Blackarachnia is concerned only with the power it possesses—but Megatron arrives just then, blasting Silverbolt offline and sealing the entrance to the caves behind him.
The Maximals arrive hot on his heels, find the sealed entrance, and start digging their way in. Inside, Megatron threatens to vaporize Silverbolt, convincing Blackarachnia to use the access codes to gain access to the Ark (though she vehemently maintains it's only so they'll have some cover in the face of the imminent Maximal attack). The Maximals burst through in time to see the two Predacons sealing the Ark behind them.
Blackarachnia activates the ship's defenses to hold off the Maximals, while Megatron goes to "effect a more permanent solution." Entering the main bridge of the ship, he hovers among the fallen Autobots and Decepticons, eulogizing the Decepticons and cursing the Autobots, until he comes face to face with his intended target—Optimus Prime, the original leader of the Autobots, who kept the Decepticons from victory (and therefore left their Predacon descendants in a subservient position to the dominant Maximals). Megatron charges his main weapon and prepares to fire.
In the caves, the Maximals are pelted by fire from the ship's cannon, till Rattrap manages to force a backblast that deactivates the cannon and shields. Rhinox struggles to open the mighty doors of the Ark. But the Maximals are too late—Megatron unleashes a full-power blast at Optimus Prime's head, destroying it.
A time storm immediately wells up, spreading outward from the Ark and into space. The Maximals find themselves phasing in and out of past bodies—as well as out of existence—as Megatron emerges from the Ark, triumphant.
(Numbers indicate order of appearance.)
"What're you looking at?"
"That star. Well, planet, actually. Venus. It reminds me of you."
"You mean hot, poisonous, and deadly? Aww, you're sweet."
- — Blackarachnia and Silverbolt with a ref to the former's voice actress
"I think we're almost through."
"Then, stand back."
"Wait, we just-"
Silverbolt blows the rocks away
"Uh, nevermind. What is it with guys and high explosives?"
- — Blackarachnia and Silverbolt. (Guys really don't know either)
"Aw, man! That ship wasn't built; it was poured!"
"Die-cast construction!" [He looks at the audience.] "It's a lost art."
- — Rattrap and Optimus Primal comment on the sturdiness of the Ark
- — Famous last words from Ravage.
"Now I enter these hallowed halls... a conquerer... yesss. Autobots and Decepticons, still frozen in emergency stasis, awaiting the moment, four million years hence, when they will awaken to start the Great War. Hmmm, a Great War, when the Autobots defeated the Decepticons, and thus their descendants the Maximals that rule we Predacons... archaic energon guzzlers! How dare they? Unwilling, though I was to follow my namesake's instructions, it has all come down to this: the ultimate risk, for the ultimate prize. A day of reckoning, with those who made us slaves!"
- — Megatron enters the command bridge of the Ark
"So, we are now face to face, Optimus Prime. In one future you awaken and become the great leader of the Autobots. But time shall take a different track, now... computer! All available power to primary weapon! ... And now, Optimus Prime, in memory of the Decepticons... for the glory of the Predacons... for the Cybertron that is rightfully ours, and mine to rule! ... I unleash this storm of vengeance -- farewell!"
- — Megatron rewrites history
"TIME ITSELF IS ALL BEING DESTROYED!!!!!"
- — Optimus Primal in disastrous pain
"Say goodbye to the universe, Maximals! The future has changed. Yessssss. The Autobots lose, evil triumphs, and you... YOU! NO LONGER EXIST!"
- — Megatron claiming his ultimate victory
- Despite every other multi-part episode in Beast Wars using Arabic numerals in their titles (including the first two parts of "The Agenda"), this episode opts for the Roman numeral for whatever reason.
- Megatron, to no one's surprise, is perfectly willing to sacrifice most of his team to defeat the Maximals. Blackarachnia, Inferno, Quickstrike, and Rampage were all originally Maximal protoforms (or, in Rampage's case, the product of Maximal science). If his plan to retroactively destroy the Autobots and Maximals had worked, he would have been left with a team consisting of Waspinator and Tarantulas. (Tarantulas' precise origins are unclear, but he's definitely not a descendant of the Decepticons.) He might, however get back his original crew (Scorponok, Terrorsaur, and maybe Dinobot) which isn't much of a gain really.
- In any event, Megatron's plan would seem to be temporally problematic, since such a drastic change could've wiped out the Predacons (and himself) just as easily as the Maximals. Small wonder he "was reluctant to follow my namesake's instructions" and regards it as "the ultimate risk". Megatron's ending in the "Beast Wars: Transmetals" video game further elaborates on this, stating that with Optimus Prime dead, there would be no Matrix, and, as such, nothing to stop Unicron from destroying Cybertron, an act that would wipe out Autobots and Decepticons (and, in so doing, the Maximals and Predacons.) Apparently, long-term planning isn't one of this Megatrons strong points, nooo.
- Apparently, Rhinox is afraid of heights. While sitting on Primal's Hoverboard he looks straight ahead, occasionally looking down and immediately snapping straight up with what looks like pure horror on his face.
- This episode marks the commencement of an ongoing error, whereby Teletraan 1 is frequently pronounced "Teletron 1". The issue is resolved with extreme subtlety in "Nemesis Part 2".
- The word "suckers" is written on the giant missile in Cybertronix.
- Rattrap's reaction to being caught by Rhinox after destroying the stealth ship seems a bit...suspect. Either it was a deliberate attempt to get Rhinox's goat, or Rattrap's not telling us something.
- Ravage dies.
- Oddly enough, this is the first time the Autobot ship is actually called The Ark in any Transformers continuity.
Animation and/or technical glitches
- After Ravage's ship goes down and the Maximals decide to chase after Megatron, Optimus transforms to flight mode. Watch his transformation, you will see that his front, back, and every part of his upper torso is all messed up, to the point that he has to spin around a few times after transforming. (While this is happening the scene mostly switches to Rattrap climbing on Cheetor). Optimus is normal again when he tells Rhinox to "Get on."
- After Megatron blasts the entrance shut and the Maximals get off and find it covered, in a split second the colors on Rattrap's wheels on his back and his rat legs are reversed.
- Nemesis appears only for few seconds, but it looks rather different than in later episodes.
- This episode called into sudden question the location of the Maximal and Predacon bases. The events of "Code of Hero" seem to firmly place the series somewhere in Africa, where some believe humanity evolved; the templates for the Maximals' beast modes (gorillas, cheetahs, rhinos) would seem to back this up. However, the Ark is traditionally seen to have crashed in the Pacific Northwest of the United States. If this is the case, the Maximals pursued Megatron across the Atlantic Ocean and over an entire continent! Even if the Ark touched down in Africa in this continuity, in "Possession" Starscream's spark is clearly shown landing in the Southwest United States. Also, the early humans still appear after any therotical 'crossing of the Atlantic' took place.
- Either way, it doesn't make much sense that the Maximals make no attempt to shoot down Megatron while he's still on the run, rather than waiting till he reaches his destination. Neither does Rampage's attempt to escape from Ravage's ship - why didn't he run to left or right, but right into rocks, which were apparently dead end?
- Seemingly, Blackarachnia knows a lot about Solar System's planets. How else would she know that Venus is "hot (high temperature on surface), poisonous (atmosphere filled with acidic materials) and deadly (mostly pressure)"?
- Kup can be seen over Prime's right shoulder just before Megatron shoots him in the head.
- In reference to the strength of the Ark, Rattrap claims, "That ship wasn't built, it was poured!". Primal replies "Die-cast construction. It's a lost art." This is a reference to the original Transformer toys, which featured some die-cast parts.
- We get to see the Ark launch from Cybertron, along with a brief glimpse of Optimus Prime, Ratchet, Prowl and Ironhide moving about, as well as a glimpse of the Nemesis attacking the Ark.
- The final act features a bonanza of cameo appearances by the original Generation One Transformers, including Prowl, Optimus Prime, Megatron, Ironhide, Skywarp, Soundwave, and Starscream.
- Rattrap refers to his vehicle mode as Knievel mode, a reference to Evel Knievel.
- As Rattrap rides the missile connected with Ravage's ship, he lets out a cowboy yell. This is a homage to Stanley Kubrick's Dr. Strangelove or: How I Learned to Stop Worrying and Love the Bomb.
- When Rattrap's torch goes out and he has to break through the ship with his beast mode's teeth, he calls himself the Stainless Steel Rat.
- Blackarachnia's line "Slag him if you want to. He means nothing to me" is a parody of Natalya's quote "Shoot him. He means nothing to me" from the 1995 film GoldenEye.