With the destruction of the Predacon base, Megatron is forced into a corner once again as the Maximals hunt for him. Megatron sends Inferno, Waspinator, and Quickstrike to find a new base, while he goes with Dinobot and Rampage to search the debris of Tarantulas' lair for anything that may turn the tide for the Predacons. They find an underground passage that leads to a minisub that runs on a submerged track – which in reality leads to the Nemesis – the almighty Decepticon warship piloted by Megatron that first attacked the Ark on the way to Earth. Depth Charge is dispatched to destroy the submerged colossus, but inadvertently kills himself when he destroys Rampage with raw Energon. Rampage's death causes Dinobot to scream in pain. Nevertheless, the Nemesis rises from the ocean, with Megatron at the helm. Meanwhile, Waspinator quits the Beast Wars.