Beast Wars Second

Episode Guide

Credit goes to

Teletran2 Note: Transformers: Beast Wars Second started in April 1998 as a “season filler” program while Takara awaited more episodes of the American Beast Wars cartoon series. Occurring roughly at the same time as the Japanese Beast Wars: Super Lifeform Transformers, this series chronicles the adventures of LioConvoy and his Cybertrons as they stop the Destrons from stealing the powerful Angorumoa energy from the planet Gaea.

(34 episodes – first broadcast 1998 – 1999)

01. The New Army is Here! On space patrol, the Cybertrons Apache and Lioconvoy are ambushed in an asteroid field by a Destron ship, and Lioconvoy apparently sacrifices himself to save Apache. The Destrons soon arrive at the planet Gaea — they are searching for the planet’s Angorumoa energy, and begin to drain it with a black, toxic cloud. From the moon, the planet’s robot guardians, Artemis and Moon, sends outa distress signal. The arriving Cybertrons are shot down by the Destrons, but manage to escape planetside. But as Gaea proves harmful to the Cybertrons, they scan DNA from local creatures to give themselves protective beast modes.Approaching the Destrons’ dreadnought, the Cybertrons are trapped by its defense systems and attacked by the Destrons. Suddenly, a mysterious white lion arrives and disables the security system, allowing the Cybertrons to overcome the Destrons. Disabling the ship, the Cybertrons escape into the forest.

02. White Lion, Run! Following the white lion, the Cybertrons find their crashed ship relatively intact, and the lion reveals himself to be Lioconvoy. While repairing their ship, the Destrons find an alien computer that is linked to a sphere in Galvatron’s chest. He activates it, drawing power and two new forms, but falls in a coma from the overload. Megastorm takes command and produces four protoform robots, then uses the computer to make them into the Autorollers. While the Autorollers destroy the forest to make room for a fortress, Megastorm uses the computer to give the other Destrons vehicle modes. The devastation attracts the Cybertrons, who rescue animals and stop the fires. Lioconvoy finds that the white lion who saved him is injured and pursued by the Destrons; Lioconvoy takes his place, allowing himself to be captured by B.B. When Lioconvoy is taken to the Destron base, he escapes from his net and scares the Destrons away.

03. Bighorn’s Fury While the Destrons continue to drain Argonmoa energy, the Cybertrons patrol the jungle, looking for trouble. Bighorn’s restless temper irritates the others, and they try to gradually talk him into calming down. The Destrons’ activities worry Moon and Artemis, but they do nothing besides fretting over the situation. One by one, Bighorn finds the Destrons and challenges them, but most of them ignore him and fly away. He eventually confronts MegaStorm, the only Destron who can’t fly, and a battle ensues. Bighorn soon gets the upper hand and scares MegaStorm away.

04. Lake Trap While spying on the Autorollers, Tasmania Kid is inspired by a real tasmanian devil to burrow underground and plant explosives. He sets off a few, but is then caught by a defense system. The Destrons put him in a cell, but he escapes by using his beast mode to crawl through the ducts. Unknown to him, Starscream tracks his escape, even as the other Destrons harrass him. When some of the other Cybertrons arrive, they are caught by the security system, and Starscream threatens Kid to blackmail them into submission. Scuba and Diver sneak into the Destrons’ underwater base, free the Cybertrons, and fetch Kid. Duringthe escape, the Cybertrons activate the base’s self-destruct timer. Everyoneescapes unharmed, but the explosion destroys the lake and much of the forest. Lioconvoy berates Tasmania Kid for his impulsive behavior.

05. Galvatron Revived At the Destron base, Galvatron finally comes out of his coma, refreshed and rejuvenated — he is so powerful that Megastorm can’t even look directly at his Spark without being blinded. Galvatron goes out to fight the Cybertrons. He initially attacks in robot mode, but turns to his drill tank mode when the Cybertrons start to gang up on him. Scuba finally stops him by squeezing a watergeyser out of the side of a volcano; Galvatron is knocked into a crevasse, and the Cybertrons bury him with falling rocks. Galvatron then digs down and taps into a current of the Angorumoa energy being mined at the volcano. He accesses his third form, that of a dragon, and grows to immense proportions. He is delerious with power, but Megastorm blasts him from behind and knocks him into the volcano’s lava. Starscream watches the ambush, but says nothing. Eventually, a battered Galvatron staggers in to the Destron’s base, unsure of whathappened, and rests…

06. Mystery of the Ancient Ruins On Gaea’s moon, the robot Artemis is fretting over the Destrons’ presence whensensors report a strange energy source below. Planetside, the Cybertrons track the disturbance to a massive stone structure. They send a probe to survey it, but it is destroyed by a fast-moving blur. Lioconvoy decides to investigate;the Cybertrons draw straws to determine who follows, and Apache rigs the drawing so he wins. As they head for the ruins, Apache remembers when Lioconvoy saved his life with an emergency energy transfer, which is why he feels indebtedto Lioconvoy. They are spotted by Starscream and B.B., who bombs the forest. Apache falls while dodging the attack but is rescued by Lioconvoy. They run into the ruins; the Destrons destroy the entrance, and a nearby figure is unhappy about the damage to his lair. As the Cybertrons explore the ruins, Apache triggers a trap door. He falls into a chamber, and is greeted by a menacing giant praying mantis. Hearing Apache cry out, Lioconvoy doubles back and leaps into the now-empty chamber. Using tracking sensors, Lioconvoy follows a trail toa dimly-lit arena where Apache is held. Lioconvoy is struck down by a pair of flying blue discs; the praying mantis emerges from the shadows, transforms into a robot, hypnotizes Lioconvoy, and attacks him. Horrified, Apache breaks free, transforms to his gun-battery mode, and blasts the robot away. Lioconvoy thanks Apache for the rescue, but Apache has no recollection of his berserker rage. Just then, the ruins begin to crumble, and the Cybertrons dash for the exit. They encounter the mantis-robot as the floor beneath him collapses. Lioconvoy saves the robot from falling into an underground energy source, but the robot slashes at Lioconvoy, identifies himself as “Mantis” of the Insectrons, and flies off. Outside, Starscream gloats about how Lioconvoy is now dead and buried, then leaves with B.B. Lioconvoy and Apache reunite with the other Cybertrons. Lioconvoy thanks Apache for rescuing him, but Apache is confused, with little recollection of what he did…

07. The Insectrons Arrive Thrust, Dirge, and the Destron Autorollers are razing the forest when they aresuddenly ambushed by two giant insects. The insects easily defeat the Destrons, then transform and identify themselves as Big Mos (a mosquito) and Tonbotto (a dragonfly), members of a new faction called the Insectrons. When news ofthe new mechanoids gets out, the Cybertrons and the Destrons go looking for them. Starscream and B.B. set up a trap for the Insectrons in the forest; after accidentally getting Dirge and Thrust, they succeed in capturing the Insectrons. Starscream and B.B. free them, identifying themselves as Cybertrons, andprove their sincerity by stopping an “attack” by Thrust and Dirge. Getting adata disc from Starscream, the Insectrons return to their base and report to their leader, Mantis. They view the disc and learn that Convoy and his forcesare the “evil Destrons,” which saddens Tonbotto. Later on patrol, the Insectrons find Bighorn and Apache, and begin to attack them. But when Lioconvoy and Tasmania Kid appear, the Insectrons hesitate to fight them. From nearby, B.B. shoots a missile at them, causing an avalanche to separate the two factions. The Insectrons then retreat, uncertain as to who their allies and enemies really are.

08. Friend or Foe? Insect Robo Starscream continues his Cybertron disinformation campaign by planting anotherdata disc. Sure enough, the Insectrons find it and “learn” more about the crimes of Lioconvoy and his crew. Big Mos leads the flying Insectrons on a crusade against the Cybertrons. Though they are reluctant to fight, the Cybertrons defend themselves against the Insectrons, and eventually manage to ward off their aerial attacks. In the end, the Insectrons retreat, with a lot of suspicion about Starscream’s information.

09. The Strongest Tag Team? The day starts as the Insectrons Drillnuts and Scissorboy emerge from their tunnels and test out a Predacon Detector that Drillnuts has designed, avoiding anear disaster with Powerhug in the process. The detector detects something, which turns out to be Tasmania Kid, Diver and Bighorn in search of Insectrons. A light-hearted fight breaks out; Bighorn and the sumo wrestler Powerhug tussle, Kid and Scissorboy banter as they fight, and tech-heads Diver and Drillnuts interrupt their duel to examine one of Drillnut’s dud missiles. As things start winding down, B.B. drops a spread of missiles into the group. Too worn out from fighting each other to counterattack, the two sides scatter. By thispoint, however, everyone’s starting to realize that the Insectrons aren’t on the same side as Lioconvoy’s crew.

10. Galvatron Runs Wild Tired of being mistreated by the Destrons, the Autorollers walk out of a meeting. They then conceive a plot to take out the Insectrons, who seem to be moving closer to an alliance with the Cybertrons. While some Autorollers head outto deal with the Insectrons, the rest begin working on an energy pipeline. Scuba discovers this and infiltrates the base, but is soon discovered. At one of the pumping stations, Starscream deals with the Autorollers by having B.B. fully open the valve before the system’s ready. As a result, the pipes begin breaking, threatening to drown Scuba and the Autorollers in Angorumoa energy.But the ruckus awakens Galvatron, who charges out and bites into the pipeline. The Angorumoa energy powers him up; like before, he grows to enormous size and starts rampaging. Meanwhile, Tasmania Kid is looking for the Insectrons with a peace offering — a box of oil. He runs into Mantis, who’s suspicious, but Scissorboy vouches for Kid. They take him to the Insectron base, where he’s shown the disc Starscream displayed. Kid disputes its veracity, and everyone goes to see Lioconvoy. On the way to the Cybertron ship, the Autorollers attack and capture Kid and Scissorboy. Powerhug rescues them with an avalanchethat sends everyone over the cliff and into the river. At the Destron base, the Autorollers and Scuba work together to escape and turn off the flow, causing Galvatron to collapse back into his stupor. Finally, BigMos and Lioconvoy shake hands and celebrate their alliance.

11. Danger! Scissorboy Starscream has a clever plan — if he can’t convince the Insectrons that the Cybertrons are their enemies, he’ll use the last of his credibility to lure them into a trap. He sends a gift of tainted oil to the Insectrons as an “apology” gift. The Insectrons drink it, and are soon madly fighting each other. Into this mess comes Scissorboy and Mantis, who were away with Tasmania Kid at the time; their efforts to stop the fighting are futile. While Megastorm congratulates Starscream on his plan, Galvatron staggers in with a hangover. Seeing the leftover cases of tainted oil, but not knowing that they’re tainted, he pops open a few. This soon turns into a major disaster, and the Destrons quickly flee the ship while Galvatron goes on another rampage. Meanwhile, Scuba dunks the Insectrons in water to knock them to their senses, and the Insectrons recover just as Galvatron charges in. The Insectrons and Cybertrons finally manage to dunk him in the water when they combine their efforts.

12. Autorollers, Roll Out! The Autorollers have decided that maybe they need to form their own faction, but there’s one problem — doing so requires more muscle than they have. As a solution, Autostinger suggests using the Insectrons. Later, Autostinger confronts BigMos, and calls upon the favor that BigMos owes him. It’s revealed in flashback that, during a battle before the Destrons arrived on Gaea, Stinger (AutoStinger’s old name) had BigMos at his mercy and didn’t kill him — BigMos owes Stinger his life and loyalty. Reluctantly, BigMos and Tonbotto go along with the Autorollers. They proceed to attack the Cybertrons, to Lioconvoy’s dismay, who thought BigMos was an ally. The battle goes on for a while, but soon BigMos’ conscience overwhelms him. He calls AutoStinger to thrash out their differences in private, so Autostinger, Autojetter, BigMos and Tonbotto go away to settle the score. The four fight it out in a cavern, but the duel is interrupted when B.B. barrages the outside with missiles. Everyone survives the sneak-attack, but BigMos is finally free of his debt.

13. Predacon General Offense! The first half of the episode is an extended fight between the Cybertrons, theDestrons, and the Insectrons, literally spliced together from parts of previous fight scenes in previous episodes. After the dust settles, the Cybertrons get together to reminisce on how they met the Insectrons, leading to a clip show of episodes 6-12. Via exposition, it’s also explained that the Insectrons are moving to another part of Gaea to pursue their own agendas.

14. Combined Giant Tripledacus A mysterious new batch of Transformers has arrived from south of the border. With flippant amusement and lots of (bad) Spanish, they sneak-attack the Cybertrons and Destrons, taking weight of each side’s abilities. A series of thrust-and-parry skirmishes happen throughout the episode, culminating when they combine into Tripledacus and scaring the crud out of Starscream and BB. They’reD.J. Gimlet, and Motorarm — the Jointron Brothers!

15. The Cheerful Jointrons Deciding they like the Cybertrons, the hyper-happy Jointron Brothers have moved into the Cybertron ship, decorated it with stereotypical Mexican stuff, piped Salsa music on a cheap stereo, and dressed the other Cybertrons up in panchos, sombreros, and fake mustaches. The Jointrons try to get a conga line going, but Apache goes berserk instead. Goofing with the control panels, the Jointrons accidentally set off a signal flare — revealing the (invisible) base’s position to Thrust and Dirge. With surprise on their side, the two Destrons attack and take over the ship. But the Jointrons have destroyed the scout ship’s controls, so Diver is ordered to fix them. While Thrust and Dirge wait, theJointrons get them drunk on oil. A noisy fight breaks out, and this time theCybertrons send the Destrons running away. The episode ends with the Jointrons still partying.

16. A Terrible Combination Plan? Realizing that the presence of the Jointron Brothers (Tripledacus) gives the Cybertrons an advantage, Galvatron is busy at the Destron base trying to figureout how to get his Destrons to also combine. When he fails to come up with an answer, Starscream proposes another idea. Later, D.J., Motorarm, Gimlet, Diver, and Tasmania Kid are out on patrol. They have just finished dropping offsome of the other Cybertrons when they are attacked by B.B. and Starscream. B.B. fires a missile at Diver and TK; when it explodes, they are covered with ayellow goo that prevents them from transforming and traps them in their beastmodes. The Jointron brothers are the next to get hit, and the goo prevents them from combining into Tripledacus. This battle is seen on Gaea’s moon by the robot observer Moon, who beams down to the planet. Though his protective force field keeps the Transformers from seeing him, his efforts to free the Jointrons are futile. Before B.B. and Starscream can move in for the kill, however, a metal giant appears and intercedes. The unstoppable giant shrugs off theDestrons’ missiles, then breaks open and releases the other Cybertrons from within. At the same time, the goo has dried on the Jointron brothers, who quickly combine into Tripledacus. Hammered by the Cybertrons, Starscream and B.B.quickly retreat.

17. Who is the Leader!? Using computer-aided forecasting, the Destrons try to figure out how three of them could combine into a giant robot and counter the Jointron Brothers. Theyfail to find a solution, but Starscream has an idea — if they kidnape one ofthe Jointrons, they can’t form Tripledacus, and the Destrons can learn how the combining gimmick works. Meanwhile, at the Cybertron base, the issue of wholeads the Jointrons is brought up, something they’ve never considered before. Each has his good points, but it degenerates into a bad game of rock-paper-scissors. Heading out, they soon find a Destron base under construction. Theydecide to try and take it out, and whoever does the best job gets to be leader. They return to base and take one of the scout ships, but argue so much over who should fly it that it’s in danger of crashing. The other Cybertrons chase them in the remaining scout ship; Kid gets into the stolen ship just in time to crash-land it. As they emerge, B.B. arrives and captures Motorarm, whileThrust and Dirge snare the others. As the Destrons escape, the other Cybertrons chase them, and Artemis (watching from the moon) falls in love with Scuba. Eventually the Cybertrons rescue Motorarm; after tearfully promise never to fight each other, the Jointron merge into Tripledacus, drive off the Destrons,and destroy the new base.

18. Black Lioconvoy While searching through a ruined city, the Autorollers find a replication camera and take it back to headquarters. When B.B. activates it, it creates a replica of him, and they fight each other. Galvatron orders the duplicate destroyed, and the Destrons return the camera to the ruins. It is then found by Tasmania Kid, who takes it to the Cybertrons. After demonstrating it on one of Scuba’s books, Taz makes a double of Lioconvoy, who turns out to be malevolent. The two Lioconvoys fight each other, but the copy defeats the real Lio and runs off with the camera. While the Cybertrons send out a probe to find the duplicate, he encounters Starscream and B.B. The duplicate Lio is ready to join the Destrons, but he then sees the probe, attacks the Destrons, and runs off again. The probe finds the duplicate Lioconvoy again, and he uses it to tell the Cybeertrons to meet him. When the Cybertrons arrive, the fake Lioconvoy duplicates the other Cybertrons with the camera, and a fight ensues. When all seems lost, Diver appears from behind a nearby waterfall and blasts all the doubles. Leoconvoy then destroys the camera, making his own double disappear.

19. Space Pirate Seacons! The Seacons, a band of intergalactic pirates, reach Gaea in their spaceship toseize the Angorumoa energy beneath the ocean. They land their ship and beginpumping energy, unaware that the Cybertrons have detected their arrival and are heading out to investigate. Scuba and Diver are sent to spy on the Seacons; they’re intercepted by the female Seacon squid Scylla, who starts flirting with Scuba. Diver and Scuba escape, using Scuba’s ink cloud as cover, and thisraises the suspicions of Halfshell, the Seacon leader. On shore, Taz is fishing as Scuba and Diver return; Taz gets a bite on his line, but when he and Bighorn reel it in, they’re stunned to see that they’ve hooked Halfshell! Halfshell fights the Cybertrons, and during the fight, Lioconvoy orders Scuba and Diver to sieze the Seacon ship. It seems like the Cybertrons have quickly defeated Halfshell, but he quickly spins back to life and summons the other Seacons. They merge to form GodNeptune, who attacks the Cybertrons with superior size and strength. But then GodNeptune sees Scuba and Diver trying to take overthe ship, and chases after them. They flee, and GodNeptune reaches the ship just as it explodes from the bombs planted by Diver and Scuba. The Cybeertrons are relieved to learn that Scuba and Diver survived the blast, while Halfshell vows revenge from the bottom of the ocean…

20. Who is the Strongest Warrior!? This is another “clip show” that summarizes recent events from earlier episodes. The format is that Artemis and Moon are holding a teleconference from their moonbase, as they try to decide who’s the best of the transformers. In the end, it comes down to Scuba versus Starscream. When the prize is revealed to be a date with Artemis, they both take a dive.

21. Scuba is Saved Bighorn is lamenting his lousy love life when he finds a four-leaf clover. Hetakes it as a sign that things will improve, and makes it into a pendant to wear on his tail. Meanwhile, the Seacon Scylla has written a love letter for Scuba, and as she delivers it, Artemis fumes with jealousy on Gaea’s moon. When Scylla finds Scuba, he flees in panic, and she’s devastated. Bighorn arrives just in time to see her crying, followed by Sea Phantom grabbing her to takeback to the ship. Bighorn rushes in to save her, but when Scylla sees him, she opens fire. He chases the Seacons all the way to their ship, and Scylla blasts him with a plasma energy kiss (literally). Bighorn falls in the water, losing his pendant and getting more depressed. Attracted by the noise, the other Cybertrons arrive, and the Seacons try to form GodNeptune — a plan that fails when when Scylla runs off AGAIN to cuddle with Scuba. After Scuba blasts her, she returns to form GodNeptune with the Seacons, and eventually the Cybertrons drive them off. The episode ends with Scylla pining for Scuba and Bighorn pining for Scylla.

22. Megastorm’s Reckoning Megastorm meets privately with Halfshell to propose an alliance between them to deal with the Cybertrons. When he gets back to the Destron ship, however, Megastorm learns that the plan is to eliminate the Seacons before they can get all the Angorumoa energy first. The idea is to drop six mines, each one giving off a fake Angorumoa energy signature. This will draw in the Seacons and the Cybertrons; if they don’t finish each other off, the mines can be detonated to destroy them. While Thrust and Dirge plant the mines, Megastorm goes to warn Halfshell. Sure enough, the Seacons and the Cybertrons detect the energy signatures and investigate. While each Seacon is fighting a Cybertron, Lioconvoy shoots down Dirge and Thrust, who lose the controls for detonating the mines. Through a complicated series of events and trajectories, Megastorm ends up on top of five of the mines as they are (finally) detonated, including one that’s stuck to Sea Phantom’s head. The last one blows up harmlessly, and Megastorm is repeatedly hoist on his own petard.

23. Showdown in the Sea At the Seacon ship, Galvatron confronts the Seacons with a nasty ultimatum to help him or else. Reluctantly, the Seacons agree to destroy the Cybertrons, crying so hard in the process that their tears sink their ship. Manipulating the lovesick Bighorn, Scylla lures him and Tasmania Kid into a trap. Scuba soon comes to their rescue, but the Scuba-Scylla-Bighorn love triangle soon degenerates into a silly free-for-all, and Scylla escapes. Later, the Seacons attacks the Cybertrons, and manage to give the Cybertrons a hard time. Watching from Gaea’s moon, the guardian Moon transforms, flies to Gaea, then gets an idea when he sees the Seacons’ pirate ship flag. Meanwhile, the battle gets worse for the Cybertrons when the Destrons arrive and increase the pressure. Justwhen all hope seems lost, the Insectrons BigMos and Tonbotto arrive to help — they distract GodNeptune with a face-full of acid, then carry Lioconvoy up to GodNeptune, where he uses two barrages of missiles and his LioCyclone to scatter the Seacons. In the end, Moon reveals that he used the flag as a messageto attract the Insectrons.

24. To Face the Setting Sun Bighorn discusses his lovelife with the Jointrons. This is a bad idea, since the Jointrons are not only incurable goofs, but they’re also incurable romantics. Dressing up as squids, they lure Scylla out with a faked letter from Scuba, then capture her. While the Seacons go looking for her, the Destrons go looking for the Seacons, who’ve stolen something of Galvatron’s. Eventually, the Jointrons end up in the middle of a whole big mess; they stay on top of things for a while, but eventually Scylla gets free, and the Seacons form GodNeptune. GodNeptune and Tripledacus fight; Tripledacus wins, and the villans all retreat. And for their troubles, the Jointrons end up running away from an annoyed Bighorn in the end…

25. The Last Battle Scuba determines that the situation with the Seacons has become intolerable, so Lioconvoy goes to the Seacon ship to try and come to a resolution. While Starscream and B.B. spy from a submarine, the two sides agree to settle their differences with a duel. The strongest warrior on each side fights, and the losers have to leave the planet. Deciding to cheat, the Seacons arrive as GodNeptune, who’s twice as big as Lioconvoy. While the two fight it out, the Destrons try to interfere, and the other Cybertrons are kept busy stopping them. Megastorm finally tries to shoot Lioconvoy, but he misses and sets off a geyser of Angorumoa energy that sends everyone scattering. Finally, admitting defeat, the Seacons leave the planet — and once in orbit, they’re suddenly sucked up by a mysterious black force…

26. Enter LioJunior! The dark force that captured the Seacons last episode is revealed to be Nemesis, a powerful weapon of Galvatron’s. It looks vaguely like a rocky, spiky submarine with a giant eye in the front, and is being pursued by two Cybertrons,Skywarp and Santon. Meanwhile, Angorumoa geysers are appearing all over Gaea, and is hurting LioConvoy’s energon Matrix. He encounters another lion near where he was first healed by Gaea, but it runs off. Tasmania Kid and Diver catch up to the lion; after a short fight, it claims to be the son of Lioconvoy,and Taz names him LioJunior. When the other Cybertrons arrive, LioJunior causes some confusion by calling Lioconvoy “mama.” Before anything can be sortedout, Galvatron starts to attack, but is quickly followed by Skywarp and Santon. The two new Cybertrons reveal that they’ve been looking for LioJunior; they force a merger with him, forming Magnaboss. But before the battle can be joined, Lioconvoy doubles over in pain from his Matrix…

27. Megastorm Reborn After a recap of the last episode, Galvatron attacks. He briefly catches Magnaboss by surprise, but the combiner recovers, then stabs Galvatron’s chest, opening a gaping wound. As the Destrons retreat, Skywarp and Santon explain that Galvatron is summoning Nemesis to Gaea to drain all of its Angorumoa energy. Enough damage has been done already that energy geysers are erupting. LioJunior feels abandoned by his father, but then finds out that his Matrix is linked to Lioconvoy’s — while it was healing Lioconvoy (in the first episode), the spirit of Gaea duplicated his Matrix and infused the copy into LioJunio’s body. LioJunior could then grow slowly, becoming a tightly-integrated part of Gaea. LioConvoy and LioJunior open their Matrix housings to exchange energon streams, which stabilizes Lioconvoy. Meanwhile, Starscream and B.B. successfully save Galvatron’s life. But the Cybertrons clearly have the advantage now, so Megastorm takes action and dips himself in Angorumoa. He panics at the last second, but falls in anyway, and is reborn as Gigastorm, a gigantic robotic dinosaur. He blunders about as he gets used to his new body, and nearly knocks Liojunior into the Angorumoa current. Lioconvoy saves his son; the two reconcile, then work together to drive Gigastorm back into the pit, where he drifts off.

28. New Weapon: The Tako-Tank At the start of the episode, Gigastorm has shrunken down to Galvatron’s size and enters the ship. He checks on a few things, then uses his new power to boss everyone around before going on another rampage. Magnaboss is sent out to find Gigastorm and stop him. They lure him into an ambush in a box canyon, then shoot at the ground and the walls, burying him. Elsewhere, Starscream and B.B. are tracking the arrival of a spaceship. When it lands, a protoform called Ikard steps out, and asks them where he can find Scuba. The Destrons shoot at him, and he flies off. Meanwhile, Thrust and Dirge are using the Destron ship to winch Gigastorm out of his hole — but he’s knocked back in when Ikard crash-lands nearby. He steps out and greets his cousin, Scuba, then copies his beast mode and delivers Scuba’s new Takotank. Trying out the Takotank’s features, Scuba easily trounces Gigastorm, and then Magnaboss uses his “Magnablade” poer to blast Gigastorm away. Ikard then takes off, warping out of the system just before Nemesis arrives.

29. Dark Planet Nemesis While Galvatron is busy studying ancient books for a way to defeat Magnaboss, the Seacons encounter the Nemesis and are pulled into its gravity well. They send out a distress signal, which is received by both Artemis and Navi (the Cybertrons’ ship’s computer). The Cybertrons then spend most of the rpisode remembering their previous encounters with the Seacons, illustrated with clips from earlier episodes. Eventually, Galvatron contacts the Seacons and describes how powerful the Nemesis is, which cowers the Seacons into submission.

30. Gigastorm’s Treachery On a beautiful day, Scuba and LioJunior are out (separately) enjoying the day; detecting a disturbance in the Angolmois flow, LioJunior sets out to investigate. At Destron HQ, Galvatron is slepping off a feast of Angolmois energy. Gigastorm attempts to kill him with a chainsaw, but fails spectacularly. Starscream and B.B. then arrive and try to stop him; Gigastorm breaks free and tries to overdose Galvatron with Angolmois, but this simply reawakens him … just in time to see that the Cybertrons are now attacking their latest Angolmois pumping station. Galvatron seals the base, trapping the Cybertrons inside, then orders Nemesis to devour the rings of a nearby planet. Thus energized, Nemesis fires on the pumping station and destroys it. Galvatron and Gigastorm check for survivors, and are greeted with a free-for-all. During the fight, Gigastorm backstabs Galvatron, and the two struggle with each other. Before Gigastorm can win, however, the Destron ship arrives, and Galvatron uses its shrink ray to shrink Gigastorm to a harmless size. Victorious, Galvatron and the Destrons retreat, while Nemesis continues to approach Gaea.

31. The End of Starscream Feeling ambitious, Starscream decides he wants some Angolmois energy for himself, and plots to sieze some from a recently-discovered source. Dirge, Thrust, and Gigastorm overhear his plans, and Gigastorm decides to lay a trap for Starscream. Meanwhile, Tasmania Kid has “borrowed” the Takotank for a joyride, but soon loses control and sends it careening towards the Destrons at high speed. And sensing a new source of Angolmois, LioJunior runs after it, followed by Cybertrons worried that he’s going to get into trouble. At the new Angolmois vein, Gigastorm has just laid explosive charges when everyone arrives, so he hides behind a mountain. Scuba deactivates the runaway Takotank, but then Starscream and BB show up. The jets bombard the area, but the Cybertrons burst free and fight back. After a quick rout, Starscram and BB surrender and plead to change allegiances. Angered at this, Gigastorm triggers his bombs, dropping the two traitors into the Angolmois. They emerge as Hellscream and Max B, and re-attack the Cybertrons with their newfound powers. The Cybertrons are on the ropes until Scuba grabs them with the Takotank and hauls them into the Angolmois. Hellscream and Max B emerge near Gigastorm, but Galvatron arrives before a fight can break out. The Destrons retreat, while Artemis becomes even more infatuated with Starscream’s new mecha-beast looks.

32. LioConvoy Assassination Plan With the other Destrons getting more powerful, Dirge and Thrust are feeling inadequate, and decide to kill Lioconvoy to prove themselves worthy. They capture LioJunior, but Skywarp saves the cub and Magnaboss drives them off. They then attack Lioconvoy directly, but he soundly routs them. Autostinger and Autocrusher haul them off to Gigastorm, who makes them an offer. In return for their allegiance, Gigastorm gives them some of his own Angolmois energy, transforming them into Dirgegun and Thrustol. The two test their new powers on the Cybertrons, and quickly defeat Scuba, LioJunior, and Bighorn. They then try to tackle LioConvoy, but are scared off when LioJunior runs over them with the Takotank’s cycle. But while the Cybertrons celebrate their victory, they still feel that they’re losing the war…

33. The Great Angolmois Freezing Operation While Bighorn and LioJunior play in the forest, Lioconvoy is developing a massive cannon, and the Insectrons are designing a freeze ray to freeze the Angolmois energy. Working with the Jointron brothers, they go out to stop new geysers of Angolmois by freezing them or corking them with rocks. This preemptive action irritates Galvatron, who orders the Nemesis to consume a gas giant planet and fire on Gaea, aggrivating the eruptions. The Cybertrons’ efforts are further hampered by Dirgegun, Thrustol, and Gigastorm, but the Cybertrons turn the tide by freezing Gigastorm. After a few minutes of silly fighting, Dirgegun and Thrustol manage to free Gigastorm, who melts the frozen Angolmois. Magnaboss uses his Magna Blade to patch things up and scatter the Destrons.

34. Knock Out Nemesis! Artemis, Moon, and Navi determine that Gaea will be destroyed if Nemesis reaches the planet. The Cybertrons unveil the big cannon they’ve been building, which is designed to use Angolmois to fire a beam capable of destroying Nemesis. Dirgegun and Thrustol spot the Cybertrons moving the cannon; Hellscream convinces Galvatron that it could indeed destroy the Nemesis, so he orders them to destroy it first. Hellscream, playing a hunch, orders Max B use his Max Vision to look through the ground … where he sees the Takotank hauling the real cannon through an underground river. While the two Destrons attack the underground cannon, Dirgegun and Thrustol attack the decoy, but are routed by an ambush from the other Cybertrons. Hellscream destroys the second cannon, but it turns out both were decoys. Magnaboss merges, grabs the real cannon, and races for an Angolmois source. Gigastorm and Galvatron attack and almost stop the Cybertrons, but LioJunior charges the gun and fires it. The beam lances out towards Nemesis, but the gun overloads before it hits. The Destrons leave, gloating over their victory, while the Cybertrons sulk over their loss.

35. Lio Junior’s Revolt!? Now able to throw balls of Angolmois energy, LioJunior is now actively attacking the Destrons’ mining operations. Out to neutralize him, Galvatron sends Hellscream to stop his latest attack and dump him into a stream of Angolmois. While submerged, LioJunior converses with Galvatron on the mental plane and debate about their struggle. Galvatron’s arguments are clever, but LioJunior rejects them. LioJunior eventually crawls out and returns to the Cybertrons’ base, where he promptly attacks LioConvoy on sight. The others try to stop him, but LioJunior is more powerful than before, and claims to be loyal to the Destrons. Santon and Skywarp force a merger into Magnaboss, but LioJunior quickly siezes control of the combiner. Eventually, LioJunior’s spirit breaks out from behind the evil shell, and he meets Lioconvoy on the spirit plane. After an explaination, Lioconvoy uses his Matrix to draw the darkness out of LioJunior, curing him. A vision of Galvatron then appears, drawing the dark energy out of LioConvoy, who is left exhausted. Galvatron leaves while proclaiming victory, having shown that the Angolmois can corrupt them just as well.

36. Emissary of the Fourth Planet As the Nemesis travels towards Gaea, a pyramid on a nearby planet releases a glowing energy ball that races ahead of it. On Gaea, the Cybertrons note the arrival of the energy ball; Navi investigates it, and reports that it is another floating computer. Unknown to the Cybertrons, Hellscream has been spying ont them, and Galvatron orders him to get the sphere. Hellscream and Max B attack the Cybertrons while the alien computer is leading them to an alien artifact, but Magnaboss helps keep the Destrons at bay. LioConvoy, Apache and Navi eventually follow the emissary to an underground complex. Moon flies to Gaea to warn the Cybertrons, but he’s now invisible and can’t be heard over the battle. LioConvoy and the others are led to a giant computer, which tells them Gaea’s hisstory. An ancient civilization invented Angolmois as an energy source,but it became evil and attacked them. They fled the planet, leaving Artemis and Moon behind as sentinels. During this tale, LioJunior uses his link to Gaea and notices Moon. After the story is finished, everything begins to shake; Magnaboss and Moon enter the cavern just as the computer activates its doomsday protocols — to prevent Nemesis from capturing the Angolmois, the ancient computer will crash the moon into Gaea and destroy the planet and the Angolmois…

37. Crisis of Planet Gaea LioConvoy, Apache and Magnaboss fight the suicidal computer, but can’t defeat its regenerating claws. Navi goes for help, but is temporarily thwarted by the Destrons until Galvatron calls them off. Sending the others away, Galvatron sneaks into the cavern and watches from the shadows. The Cybertrons try attacking a weak point in the computer’s defenses so Navi can get through, but are unsuccessful. Unseen by the Cybertrons, Galvatron unleashes a Matrix Blast that breaks through. Immediately, Navi goes in and frees the alien emissary, who puts the moon back in its orbit. Afterward, LioConvoy confronts Galvatron and reveals that he knew about Galvatron’s help. Galvatron sneers that he helped only to save himself, then shoots LioConvoy. Galvatron retreats before the other Cybertrons can arrive, then uses his ship to bombard the computer to prevent a future calamity.

38. Fly Out! Planet Gaea With Nemesis approaching Gaea, the Insectrons are building a starship capable of reaching Nemesis. Hellscream learns of their plans, and the Destrons attack the secret hangar. The battle turns against the Cybertrons, forcing them to jury-rig a booster rocket and launch the ship immediately. Magnaboss, the Takotank and the original Cybertron crew manage to get into the ship, leaving the Jointrons and Insectrons behind. As the Cybertrons prepare to launch, the Destrons attack the launch ramp, and only a last-second save by Tripledacus enables them to take off. Now the Cybertrons are in space, with the Destron ship in hot pursuit…

39. Assemble, 39th Warrior This is another “clip episode”; the events of the last dozen episodes are summarized, along with the origins of the Destrons and their new forms, and the characters’ different transformations. At the end, Artemis reaffirms her love for Starscream/Hellscream, to Moon’s annoyance.

40. Revenge of the Space Pirates As the Cybertrons fly towards Nemesis, the Seacon ship comes out and fires on them. Shocked and outgunned, the Cybertrons crash-land on an asteroid for repairs. The Seacon ship lands nearby, but when LioConvoy investigates, he’s attacked by the Angolmois-corrupted Seacons. Magnaboss challenges God Neptune, but the Seacons are winning until the Cybertrons pile onto them. Magnaboss fires an Angolmois ball that un-mesmerizes the Seacons; Halfshell then reveals (while Scylla searches for her sweetheart, Scuba) that Galvatron plans to destroy Gaea after draining it of Angolmois. The Cybertrons now have insufficient fuel to reach Nemesis; Artemis uses the Great Computer to calculate a slingshot orbit, and Moon tells LioJunior of the plan. With Artemis’ help, the Cybertrons slingshot around the moon with enough speed to reach Nemesis, leaving the Seacons behind on the asteroid.

41. Breaking Into Nemesis The Cybertrons reach Nemesis as it reaches high orbit over Gaea, but Galvatron fires Nemesis’ defense cannons and blasts the ship down. Gigastorm and the Cyborgs check for survivors, but the ship is empty — and explodes in their faces. Meanwhile, the Cybertrons reach Nemesis with the Takotank, far away. They find an entry into Nemesis, whereupon LioConvoy selects Scuba and the Takotank to follow him in on a suicide mission. The Destrons then attack; Scuba and LioConvoy duck inside Nemesis, but are quickly trapped. While the others battle outside, Galvatron appears and attacks LioConvoy. Though outmatched, LioConvoy sends Scuba to destroy the Nemesis while he holds off Galvatron. Scuba soon finds the power core, but then Galvatron breaks off the fight and mindlinks with Nemesis. On Gaea, Angolmois energy surges towards Nemesis, flooding the ship and temporarily stopping the fights. LioJunior senses that Lioconvoy’s spark is in danger, and rushes in…

42. Legend! The Green Warrior Struggling through corridors of Angolmois, LioJunior finds Galvatron, who warns that Lioconvoy is beyond help. Ignoring him, LioJunior rushes on, while Galvatron goes topside and tells everyone the Lios are as good as dead. Santon and Skywarp try to rescue LioJunior, but Galvatron blocks them; full of Angolmois, Galvatron easily shrugs off the Cybertrons’ attacks. In desperation, Artemis uses the Great Computer to move the moon and blocks the Angolmois flow from Gaea, as the energy starts to kill Moon. LioConvoy is now seething with green energy but trapped in a sphere of evil Angolmois; LioJunior finds him, and leaps into the sphere. As the Destrons topside slowly defeat the Cybertrons, one of the Angolmois collectors glows green, then erupts as the Lion of Gaea, the Green Warrior, arises! Galvatron orders Gigastorm to attack, but the attacks don’t affect the green lion, who brutally counterstrikes.

43. Farewell! Lio Convoy Mortally wounded by the green lion, Gigastorm apologizes to Galvatron for failing with his last breath. Swearing vengeance for his brother, Galvatron rams the Green Warrior, splitting him into Lioconvoy and LioJunior. Before the fight can continue, the Takotank bursts through and Scuba quickly announces that he’s rigged Nemesis to explode. Galvatron doesn’t care; he flies off to another part of the Nemesis, and the Lios follow to finish their duel. Things turn from bad to worse: Artemis’ control center disintegrates from the Angolmois, Dirgegun and Thrustol destroy the Seacons on the asteroid, and Hellscream and Max B kill Santon and Skywarp. At their dueling ground, Galvatron charges with evil Angolmois and grows to gigantic size, but the Lios merge into the Green Warrior, then fill the area with good Angolmois to counterattack. Nemesis starts to shake in its death throes, and Scuba steals the Destron ship to rescue the remaining Cybertrons. A jolt of Angolmois reawakens Gigastorm, and the Destrons ride him to escape as well. Back at the dueling ground, Galvatron is defeated, and the Green Warrior seals the Angolmois in capsules to prevent its future use. But Galvatron reveals that the spark crystal in his chest has a self-destruct device, and he will activate it to destroy the Lios. The two sides fight again, and Galvatron seriously wounds both Cybertrons. The Lios merge again into the Green Warrior; with a final thrust, they drive their swords into Galvatron’s chest, causing a cataclysmic explosion. In the end, Nemesis is destroyed, along with the Cybertrons, who heroically follow LioConvoy and LioJunior into the Matrix. Artemis and Moon barely survive, and Gigastorm and the remaining Destrons are left arguing as they drift helplessly through space…