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VOICE OVER: Ryan Wild WRITTEN BY: Michael Evans
These baddies are not to be trifled with! For this list, we'll be looking at times when movie villains either powered up, leveled up their evil, or literally transformed into something more powerful. Our countdown includes “The Dark Knight Rises”, “Rogue One: A Star Wars Story”, “Thor: Ragnarok”, and more!

#10: Bane Breaks the Bat

“The Dark Knight Rises” (2012) Bane’s fight with Batman beneath his armory is a study in one of the more subtle forms of beast mode. He simply indicates, through word and deed that he is a bad-ass. Throughout their fight, Bane is unfazed, monologuing, and sloughing off Batman’s tricks. When Bane notes that Batman is giving the fight everything he’s got, we know that he knows that Batman is tiring. The Bat's final trick is turning off the lights, but Bane’s calm reply shows that the move is hopeless ... Bane wonders aloud if Batman’s spirit or body will break first, and he provides the answer by dropping his foe across his knee, breaking the back of the Bat.

#9: The Beast Is Aptly Named

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“Glass” (2019) Here is a more literal example of beast mode. Throughout the movie “Glass” (2019), James McAvoy portrays The Horde through other, more timid or demure personalities. When we get to the parking lot fight at the end of the film, however, The Beast steps into the light, ready to battle Bruce Willis’ David Dunn. Living up to his name, The Beast lets out a primal howl and bounds toward Dunn on all fours. An immovable object meets an unstoppable force, until they’re separated by police. This just ramps up The Beast’s intensity as he bites down into an officer.

#8: Sauron Dominates the Siege of Barad-dûr

“The Lord of the Rings: The Fellowship of the Ring” (2001) The Dark Lord Sauron has shown off his power in a number of ways, including when he tricked the Elves into forging the Rings of Power so that he could control them. But his greatest Beast Mode moment came when the races of men and elves brought war to Mordor in an attempt to end his tyranny. In the battle, Sauron dons the One Ring and is an absolute wrecking machine. Knocking hapless enemies through the air with mighty swings of his weapon, Sauron devastates his foes. He is on the verge of victory when Isildur takes up his father Elendil’s broken sword and swings it desperately, severing Sauron’s finger and releasing the ring.

#7: Superman, But Evil

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“Brightburn” (2019) We are not in Smallville anymore. Brandon Breyer’s (rhymes with dryer and fire) origin story is much like that of Superman. As an alien infant, his ship crashes into the Kansas countryside and he’s rescued and raised by a childless couple. We first start to see the darkness and power in young Brandon when he spitefully breaks a classmate’s hand after she lets him fall during a trust exercise. Once his power is known to his parents, the Beast mode moments start to pile up. He begins a killing spree that sees him using his terrifying superpowers against those around him - including the people closest to him. This is Superman, but gone very wrong.

#6: Along Came a Pennywise

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“It Chapter Two” (2019) When it comes to a killer clown who terrorizes children and lures them into the sewers, is there even room for Beast mode? Turns out, there definitely is. In the first showdown between Pennywise and the Loser’s Club, he takes on some truly monstrous forms. But while the kids win that battle, they have to fight it again decades later. In this fight, Pennywise truly goes Beast mode, transforming into an enormous spider hell-bent on destroying its targets. For viewers with arachnophobia, this scene is truly beastly!

#5: Darth Vader’s Rampage

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“Rogue One: A Star Wars Story” (2016) One of the most memorable and powerful villains to ever hit the screen, Vader is perfectly capable of entering Beast Mode from time to time. An early glimpse of his beastly potential comes when a young-adult Anakin Skywalker kills an entire village of Tusken raiders, including the children. Another is seen immediately after he joins the Sith, when he kills all the younglings. Thankfully, that last part occurs offscreen. But a great example of true Beast mode comes in Vader’s brief appearance in “Star Wars: Rogue One” (2016). When we see Vader’s red lightsaber switch on in the darkness, we all know what’s coming! And we get it, as do the poor rebels who face him.

#4: Say Hello to Tony Montana’s Little Friend (Montana, like the state!)

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“Scarface” (1983) Now this is a recipe for Beast Mode: Tony Montana defending his drug empire with a machine gun that’s also a grenade launcher. Hopped up on his own goods, Tony launches a grenade that blows down his office doors as well as the rival drug cartel members on the other side. More men arrive, and Tony gets shot multiple times, but he fights on. The firefight that follows is insane, with many Tony eventually falling to the ground after getting shot yet again! Undaunted, he stands and shouts threats at whoever might still be alive. It takes a shotgun blast to the back to finally bring him down.

#3: Voldemort Makes It Rain Glass

“Harry Potter and the Order of the Phoenix” (2007) What can be said about “he who must not be named?” Certainly not his name. But we’re going to break that rule, because Lord Voldemort has had some incredible Beast mode moments. Probably the greatest of these came when Voldemort battled Dumbledore in the Atrium of the Department of Mysteries in “Harry Potter and the Order of the Phoenix”. In this fight, Voldemort exerts his considerable power in many ways, including conjuring a giant fire snake. The battle ends in a stalemate, with Voldemort escaping. But before he does, he uses his magic to shatter every window in the vast atrium, causing an avalanche of falling glass that would have been fatal to any mere Muggles, had any been in attendance.

#2: Hela Beats Thor & Loki

“Thor: Ragnarok” (2017) When Hela steps in front of Thor and Loki for the first time, she looks like a bad-ass. When, moments later, she demands that Odin's sons kneel, we know she probably IS one. Thor reacts by throwing Mjolnir at this new foe. Putting up her hand, Hela stops the hammer in mid flight, and crushes it. She’s surely not worthy enough to wield it, but is powerful enough to destroy it. She transforms into a dual-wielding, horned nightmare, ready to fight. Loki calls on the Bifrost to help them escape, but she follows, dispatching them both. Hela makes Beast Mode look easy! Before we unveil our top pick, here are a few honorable mentions. Becoming Mr. Hyde, “Dr. Jekyll and Mr. Hyde” (1941) Talk About Breaking Bad Man Becomes Beast, “An American Werewolf in London” (1981) Perhaps the Purest Form of Beast Mode Verbal Kint Becomes Keyser Soze, “The Usual Suspects” (1995) “The Greatest Trick the Devil Ever Pulled Was Convincing the World He Didn’t Exist” Emil Blonsky Becomes the Abomination, “The Incredible Hulk” (2008) The Only Way to Fight a Hulk is to Be a Hulk

#1: Agent Smith’s Clone Army

“The Matrix Reloaded” (2003) In his first showdown with Neo in “The Matrix Reloaded'' (2003), Agent Smith explains to his foe that he’s been disconnected from the Matrix and that the old rules no longer apply. Smith talks about the concept of purpose, as copies of him approach, all advancing the topic. The original Agent Smith explains that they intend to rob Neo of his own purpose. And, when Smith’s attempt to assimilate Neo fails, the fists and kicks start flying from all angles. The fight appears to be going Neo’s way, but the Agent simply summons more Agent Smiths onto the scene. Neo eventually flies away to avoid the continued onslaught. It’s a temporary victory for a beastly villain.

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