After the success of ReBoot, the first television show made entirely with CGI, Mainfraim Entertainment partnered with Hasbro to create the second generation of Transformers. The result was Beast Wars, which saw Maximals and Predacons —descendants of the Autobots and Decepticons —battle for control of an alien planet after going back in time and space. Thanks to its brilliant writing and strong characters, it set a baseline that every subsequent Transformers show has built upon.
One of the ways Beast Wars showed respect toward its audience was by having the heroes lose every now and again. This helped to establish that the Maximals weren't invincible and introduced kids to the reality that sometimes, not everything goes the way you want.
10 "The Probe" - (Season 01, Ep 11)
The Maximals on Cybertron launch several transwarp probes to look for the missing Axalon crew. As one passes by, the Maximals try to build a transmitter array to get its attention. Unfortunately, Tarantulas (Alec Willows) has created a new ray that can force the Maximals into their beast modes, making it harder for them to defend the tower from Predacon assault.
This episode really ups the tension in its final act, as Maximals are taken out one at a time by Tarantulas' ray. They come within an inch of contacting Cybertron, only for Megatron (David Kaye) to destroy the array in a slow-motion replay. While the heroes escape with their lives, this defeat has them questioning if they'll ever make it home.
9 "Victory" - (Season 01, Ep 12)
While spying on the Predacons, the Maximals witness a mutiny against Megatron that results in the destruction of their base. They ecstatically raid the base for parts and begin repairing the Axalon for a return trip to Cybertron. However, Dinobot (Scott McNeil) has reservations about returning to Cybertron due to his role in Megatron's theft of the golden disk.
It's revealed that the Predacons were aware of the spying and faked their deaths, so they could take control of the repaired Axalon. While the Maximals are able to defend their ship, it is damaged again in the fight, and this time will never fly again. It's a poignant ending that dashes the hopes of the Maximal's leaving on their own accord, forcing them to hold out for any rescue from Cybertron.
8 "Spider's Game" - (Season 01, Ep 18)
When another stasis pod lands, Tarantulas disrupts communications on both sides, so he can reach it first. Suspicious of his actions, Blackarachnia (Venus Turzo) decides to tag along with him. They reach the pod and reprogram the protoform inside into a Predacon named Inferno (Jim Brynes), his beast mode overtakes his logic circuits, so he thinks he is an ant defending his colony.
When Tarantulas and Blackarachnia are the protagonists of an episode, you know it won't go well for the heroes. Both Tigatron (Blu Mankuma) and Airazor (Pauline Newstone) have their hands full trying to stop the spider-bots and ultimately need Optimus Primal (Garry Chalk) to help them get back to base. Meanwhile, Inferno bonds to Megatron, giving the Predacons a new flyer and Megatron his most loyal soldier.
7 "Other Voices Part 2" - (Season 01, Ep 26)
When the mysterious aliens who seeded the planet with energon arrive, they decide the Transformers have compromised their experiment and prepare to wipe the slate clean. They activate the planet's second moon, which turns into a planet buster. Running out of time, the Maximals and Blackarachnia prepare a desperate plan to destroy the buster by launching Optimus Primal into space through a modified stasis pod.
Unfortunately, Megatron was watching the whole thing and hacks into the pod as it's blasting off. When Primal attempts to evacuate before impact, Megatron locks him in and gloats that the Maximals have lost the Beast Wars. Season one then comes to a close as Primal lets out a furious, "Megatron!" before blowing up with the planet buster.
6 "Maximal, No More" - (Season 02, Ep 05)
With the second moon destroyed, Dinobot realizes that the planet they are on is a prehistoric Earth. This means that the information Megatron learned from the golden disk he stole was correct, causing Dinobot to question if he is even in control of his destiny. Believing that Megatron is destined to win, he defects from the Maximals and returns to the Predacons.
Dinobot decides that he would rather keep his honour than share in Megatron's victory, Dinobot explains his betrayal and returns to the Maximals. However, the damage has been done: Megatron regained the golden disk and the Maximal's trust in Dinobot is forever shaken. This would lead him to seek atonement in the best episode of the show, "Code of Hero."
5 "Bad Spark" - (Season 02, Ep 08)
The Maximals and Predacons converge on an oversized stasis pod that crashed in a swamp among unstable energon. Primal explains that it belongs to Protoform X (Campbell Lane), a dangerous protoform with an immortal spark. When both factions are scattered by an energon storm, X awakens as a transmetal and begins to hunt them one at a time.
Megatron, ever the opportunist, watches all of this and comes up with a plan. When the Maximals retreat back to their base for repairs, he approaches an injured X and cuts out half of his spark. With leverage over his newest immortal soldier, Megatron renames him Rampage and welcomes him into the Beast Wars.
4 "Transmutate" - (Season 02, Ep 10)
When the Maximals and Predacons fight over a stasis pod, the Transformer who emerges is a unique being dubbed Transmutate (Susan Blu). Though they cannot transform, they possess the power to defeat multiple Transformers simultaneously. Rampage and the Fuzor Silverbolt (Scott McNeil) both bond with Transmutate and face each other and their teams to defend this new life.
The ending sees Transmutate sacrifice themselves to stop the battle between Rampage in Silverbolt, which is a powerful representation of the death of innocence in war. Rampage takes the loss especially hard as he saw within Transmutate a kindred spirit. As he cradles Transmutate's lifeless head, Silverbolt tells the other Maximals to let him go, as they are brothers in their shared grief.
3 "The Agenda Part 3" - (Season 02, Ep 13)
The arrival of Predacon covert agent Ravage (Lee Tockar) gave the Maximals a glimmer of hope that the war might be ending soon. Unfortunately, Megatron was able to convince the former Decepticon to join his side. As he engages the Maximals in his advanced stealth ship, Megatron heads towards the Ark to enact his true plan: kill Optimus Prime and change history.
"The Agenda Part 3" manages to top "Other Voices Part 2" in terms of epic season finales. After delivering an epic speech befitting of his megalomanic nature, Megatron fires a full-power blast into Prime's face. As time begins to rip itself apart, Megatron gloats to the fading Maximals that they no longer exist, leaving audiences waiting until season three for a resolution.
2 "Changing of the Guard" (Season 03, Ep 03)
With the Axalon destroyed, the Maximals set up a new base outside the Ark to defend it. They decide to use Blackarachnia's newest diving vessel to try and retrieve Sentinel, their security program, from the wreckage of the Axalon. Rattrap (Scott McNeil) is chosen to pilot it, but he soon finds himself caught in a battle between Rampage and his rival, Depth Charge (David Sobolov).
Despite their best efforts, the Maximals lose Sentinel to the Predacons. With its installation, the Predacon base is protected by powerful energy shields, destroying any hope of the Maximals going on the offense. Their only saving grace is that Primal was finally able to convince Depth Charge to be more of a team player than a lone wolf.
1 "Master Blaster" (Season 03, Ep 10)
When the Predacons attack the Maximal base, Tarantulas infects Primal with a virus that grants the Fuzor Quickstrike (Colin Murdock) control of his body. He disposes of the Maximals with ease and grants Megatron access to the Ark and the spark of the original Megatron. Since absorbing Optimus Prime's spark gave him an upgrade, Megatron hopes to gain one as well by absorbing his namesakes'.
Though Tarantulas and Quickstrike try to kill Megatron, he successfully transforms into a Transmetal 2 dragon. Although the Maximals are able to escape and free Primal from the mind control, Megatron escapes back to his base. Now not only do they have to contend with his powerful body, but if they destroy him, they risk altering the future.