Marucho and Runo are asleep on a bed when Tigrerra jumps out of Runo’s pocket and wakes her up. She wakes up Marucho and they both try to figure out where they are. Marucho remembers that he lost Preyas and Runo tries to contact Dan. She actually gets through briefly but the connection is quite bad (and loud!). Dan is annoyed at Runo and vice versa; Drago tells him to just give up on the argument.

Marucho thinks they are actually in a different castle: Runo points out that everything looks a little different. She wants to leave, but Marucho wants to save Preyas and convinces her that they have to search the castle for clues. As they leave their room, we see Masquerade and his five henchmen watching them on a security camera.

The first room Runo goes into is completely empty. They reach what appears to be a dead end in a hallway (although it really looks like a mirror). Marucho finds a secreat passage and almost falls down to the basement (dungeon) but luckily Runo grabs a hold of him first. They both head down the stairs as Masquerade watches them. They find a door with a desk and computer inside and Marucho turns it on the entire fall falls away except for where they’re standing and we see a huge map of the world.

They see the rankings and power levels of all the Bakugan players in the world. They are amazed to see ones with power levels of 410 and 420 Gs. Dan doesn’t understand how that’s possible and Drago says that the Bakugan have evolved through battling in the human world. They discover that Drago and Tigrerra will evolve as they continue to fight. However, some Bakugan can absorb too much without knowing and then they are destroyed.

Dan realises that both Hydranoid and Masquerade said the same thing earlier and Drago tells them that someone will have to stop this evolution revolution, otherwise the ultimate Bakugan will exist. Marucho checks the computer and although the ultimate Bakugan doesn’t exist yet, the closest one is Hydranoid.

Masquerade appears, hovering in mid-air above Marucho and Runo and tells them that Hydranoid is indeed the strongest. Marucho challenges him to a battle but Julio shows up instead to fight. Runo really doesn’t like him and battles instead of Marucho. Dan tries to stop them and somehow ends up in the battle with Runo and Marucho.

Julio sets the doom card and the battle begins. All three (Julio, Dan, and Runo) set their gate cards and Runo opens with Siege. Julio plays Fear Ripper and Dan throws in Robotallion (320). Julio responds with Tentaclear (370) with the Flare Blinder ability card.  Dan tries to open his gate card, but it’s been nullified. Robotallion gets sent to the doom dimension.

Julio starts back with Tentaclear again and plays the Mega Flare Blinder ability card, adding sending Siegeto the doom dimension. Dan is waiting for Julio to play his last ability card before he beats him.

Julio opens with Centipoid this time and Runo responds with Griffon. Julio brings Tentaclear back again and activates Haos Stasis adding 100 Gs to Tentaclear’s power level and gives him back his two used ability cards. Tentaclear is now at 570 and Griffon at 420, so Griffon gets sent to the doom dimension.

Dan’s finally ready to play and beings with Ravenoid and the Shatterscratch ability card. Fear Ripper drops to 280 and Ravenoid is at 330, expecting to win. Julio opens his Final Judgement gate card and drops Ravenoid to almost nothing when Runo plays her ability card and throw Tigrerra (340) into the battle. Unfortunately it’s too late and Ravenoid is sent to the doom dimension. She easily defeats Fear Ripper.

Julio plays Tentaclear again; Runo plays Tigrerra again; Julio opens the Reloaded gate card and steals 100 Gs of power from Tentaclear for Centipoid (440). Runo activates her ability card and brings Drago into the battle raising the pair to 720 Gs. They easily beat Centipoid. The battle is finally tied.

Dan plays Drago and Julio plays the Energy Merge gate card, which starts dropping Drago’s power immediately and increasing Tentaclear’s. Drago ends up at 280 but then starts to somehow increase power. However they both start increasing. Runo activates her ability card and brings Tigrerra into the battle. Julio plays Mega Fear Blinder again and it seems Tentaclear will win. Drago starts to evolve then and there and Dan activates the Boosted Dragon ability card – Drago easily beats Tentaclear and the Brawlers win the battle.

The fight ends and the three of them end up back in the original mansion where Julie and Shun were waiting. Back on the plane they tell Alice what’s happened and the group decides they still have to stop Masquerade before he finds the Infinity Core. Dan and Shun are pretty confident they can get one of their Bakugan to be the ultimate one before Masquerade.

The group is walking around the bottom of the valley, unsure of where exactly they should go. Dan hopes they won’t get lost when Julie suggests a specific direction. Runo is displeased; Dan asks her if she’s jealous of Julie (which makes her more annoyed) and then Julie jumps into the argument as well. The girls keep fighting. Runo eventually screams which sets off a ton of bats. They all run out of the cave and slam into a rock which falls over and they stumble into a perfectly-lit room.

All the Bakugan balls leave their owners and rise up into the air; Drago says that this is definitely the place where the Infinity Core is. All of the Brawlers get taken to the Vestroia dimension. Tigrerra shows Runo her homeworld of Heyos. Preyas shows Marucho Aquatown (which is on fire). Gorem tells Julie that their world is morphing into evil. Shun and Dan are both shown what’s going on. Drago explains to Dan that the two worlds are colliding with each other, causing Vestroia to collapse. They all awake back in their own world and the room starts to cave in. They all run for the exit. Shun tells the group they have to figure out what the link between that valley and Vestroia is.

Out of nowhere, Billy and Charlie appear and challenge the brawlers to a battle – they show their doom card and immediately Dan accuses them of being Masquerade’s lackeys. Julie can’t understand why Billy would join Masquerade, and it’s obvious her friend isn’t himself anymore. Shun decides to battle first. Julie is really upset with Billy and so they have a tag-team battle.

Billy opens with Hynoid and he and his teammates try to rile up Shun and Julie. Shun starts with Falconeer (330) and Billy opens his gate card, playing the Desert Thunder ability card which raises Hynoid to 460 Gs. Shun activates his ability card (Shadow Scratch) and Hynoid’s gate card is nullified bringing him down to 310 Gs. Falconeer wins.

Komba plays El Condor (340) and Julie plays Tuskor (350) with the Nose Stomp ability card. Komba nullifies her ability card with his and Tuskor gets tossed around. El Condor lands on Julie’s gate card, Komba opens it, and wins.

Billy is a bit annoyed that Komba won his battle, but restarts with Wormquake. Julie is about to play again, but Shun intercepts and plays Falconeer. Komba throws in El Condor again and the Brawlers are behind by 10 Gs (330 vs 340). Shun opens his gate card which doubles their power, but Komba plays the Solar Plexus ability card which drops the Brawlesrs to 280 Gs. Falconeer gets sent to the Doom dimension. Julie is confused what to do next and asks Tigrerra for help, but even she doesn’t have an answer.

Julie plays Rattleoid (300) and Billy counters with Cycloid (370). Julie opens her gate card, doubling Rattleoid to 600 Gs. Billy activates his ability card, Left Giganti, which nullifies Julie’s card and returns her Bakugan to 300 Gs. Rattleoid gets sent to the doom dimension.

Shun keeps the game going with Monarus and Komba responds with El Condor again. Meanwhile, Gorem consoles Julie and promises to end her sadness. Julie plays Gorem; Billy opens his gate card, and Gorem wins easily. However, the gate card was Frozen Quicksand and Gorem gets stuck. Billy tosses in Cycloid, but Shun activates the Scarlet Twister and moves Gorem out of the way.

No one can understand why Shun sacrificed his Bakugan (including Julie). Komba sets his gate card and plays Bee Striker. Julie plays Gorem again, Komba opens the gate card, and Julie plays her ability card, letting Gorem win.

Shun finally brings in Skyress and Komba plays Harpus who taunts Skyress for being old. He also plays his ability card, but Gorem easily blocks it. Shun plays his abillity card and Skyress easily beats Harpus. Gorem knocks out Bee Striker, only leaving Cycloid to defeat. Julie plays Gorem against Cycloid and it looks like he’s winning when Billy plays the Right Giganti ability card. Gorem uses Heavy Impact and the Brawlers win.

Julie tries to maintain her friendship with Billy but he won’t have anything to do with her. Billy and Komba leave Julie crying.

Everyone looks really impresesd by the takyoyaki (little Japanese hamburgers). Dan starts eating right away and they all enjoy the meal. The food is gone quickly. The girls (Alice, Runo, and Julie) are doing the dishes while Maruko thanks Preyas for all his help. They go off to watch a cooking show and chess tournament.

Dan thinks they should ask for information on the Infinity Core from their website. The girls are a little worried, but Shun agrees that they should go on the offensive. Since they are unable to hide what they’re doing anyway, it seems like a reasonable plan. Marucho uploads Dan’s video and we see that Klaus immediately receives the message. He responds, telling the Brawlers they should come to Germany and meet face-to-face. Alice keeps warning them it could be a trap, but the boys are ready to go.

They arrive in Germany to see Klaus’ castle – it’s even larger than Marucho’s place. The doors open automatically and they head inside. There are tons of suits of armor. Klaus introduces himself and Marucho recognizes him as #2. Shun is a little concerned as to why Klaus knows so much about them. The group is upset to learn that he got them there just to brawl, but he tells them he will uphold his promise of information as long as they can beat him in battle.

Dan wants to fight him, but Marucho appears to know a lot more about Klaus and volunteers to fight instead. Klaus shows them his shooter and everyone realises he is working for Masquerade. Marucho still wants to battle even though he knows the losing Bakugan get sent to the doom dimension.

Marucho opens with Limulus (320). Klaus calls it a cautious start and plays Stinglash (350). Preyas begs to battle and Marucho tells him to go do some damage. He immediately changes attribute to Subterra. Marucho plays Aquas plus Subterra raising Preyas to 400 Gs. Klaus plays the Scapegoat ability card, which allows the player who played the first Bakugan to decide whether the battle continues or not. Klaus chooses to stop it and Stinglash and Preyas are returned to their owners. Klaus calls Preyas a two-bit comedian.

Klaus wants them to leave, but Marucho says they will keep battling. Klaus plays Sirenoid with Dive Barrage abillity card. Marucho tries to open his gate card, but it won’t. Limulus gets sent to the doom dimension. Visibly upset, Marucho plays Juggernoid and Klaus plays Terrorclaw. Preyas tells Marucho he will get revenge. He changes attributes to Darkus. Marucho activates the Darkus plus Aquas correlation, raising Preyas to 400 Gs who should now easily win. Shun opens the Biohazard gate card which changes Preyas back to Aquas. Both of them are now 300 Gs and the battle is tied. Both Bakugans return to their owners.

Klaus plays Stinglash and Marucho activates the Death Tornado ability card. Shun counters with an ability card and Juggernoid gets sent to the doom dimension. Preyas returns to battle again, but Marucho is worried that he might get killed. He gets a pep talk from Preyas and the battle continues. Klaus plays Sirenoid with an ability card Anthemusa, which any Bakugan is powerless to resist. Preyas gets sent to the doom dimension.

Marucho is in tears back in the real world, but he remembers what Preyas told him about being strong for the sake of those who have fallen. All the Brawlers are in shock. Marucho begs Klaus to get Preyas back for him but Klaus can’t do anything. Klaus leaves through a gate card, and somehow Marucho and Runo follow him too, leaving the others behind.

Julie is sitting in her dark bedroom, crying. She can’t understand why Billy would join Masquerade. The other four brawlers have gone back to the valley and aren’t sure what to do next. Alice asks Dan what they should do, and he replies they should go check in on Julie. Runo doesn’t seem too thrilled with the suggestion. Alice doesn’t agree either. Dan is confused at the sudden change in opinion and Preyas points out that he has no clue how a young lady thinks.

Shun calls Dan saying that he’s found another canyone about ten kilometres away from where they are and similar to the one in Bakugan valley. Shun’s Bakugan doesn’t think they look similar at all and wonders what Shun is up to. The four board the plane and immediately Dan is tackled by a very happy Julie.

She’s decided to be her normal self and Dan’s quite proud of her. It turns out all the rooms are taken. Julie offers to stay in Dan’s room, but Shun is already staying there. Runo and Alice are paired up, which only leaves a spot in Marucho’s room. Runo doesn’t agree with that and lets her stay in their room.

Approaching the canyon, everyone is excited but they begin to wonder why Masquerade’s people always know where they are. Shun thinks that someone is spying on them, but not someone in their group. He suspects Webmaster Joe, the person that runs their website and tracks their every moove. Apparently they’ve never met him and have no idea what he looks like!

They discover Shun was lying about the canyon and the whole trip was a setup. Neither Dan nor Marucho are pleased with being tricked. The six brawlers exit the plane and run into Chan, the 3rd best Bakugan player. They try to reason with her as someone who loves Bakugan, but it’s clear Masquerade has gotten to her. Dan decides to fight her alone, even if the group wants to help.

Dan starts with Mantris (330) and Chan with Manion (350). Dan opens his Triple Battle gate card; Drago wants to be sent in but Dan says to hold on and sends in Siege instead. Chan believes that if she adds another Bakugan to the battle then Mantris will get sent to the doom dimension. She plays Warius and Dan plays his Sling Blazer ability card and beats them both.

Dan starts with Mantris (330) again and Chan with Fortress (370). Dan thinks he has a plan but Chan plays her Face of Grief ability card which removes all his opponent’s abilities. Mantris gets sent to the doom dimension. Chan recovers her first two Bakugan, startling Dan and Drago. Her first card was a Revive card which allows her to restore any defeated Bakugan. Dan is now at a disadvantage (he lost Mantris).

Dan starts with Drago and Chan responds with Fortress (370) again. Dan plays Siege (360) who immediately dies. Chan plays Warius. Dan opens his gate card and plays an ability card, boosting Drago who easily wins.

Dan plays Drago again (440) and Chan responds with Manion. Both Bakugans are raised to 590 and 500 respectively. Chan actiavtes her Amon Ray ability which raises Manion to 600. Drago somehow increases to 610 and wins. Everyone, including Dan and Drago are confused. Drago tells Dan he feels like he’s burning up.

Dan sends in Drago yet again and Chan plays Fortress along with Flames of Rage, decreasing Drago to 410 and raising Fotress to 420. Fortress should have won, but Dan runs onto the battlefield and he and Drago rise from the flames. Dan’s ability card will raise Drago to ten times is normal amount and Fortress is defeated. Drago returns to 380 Gs and the batlte is over.

Everyone is really happy and we see Chan watching them from on top the mountain. Fortress still has a secret weapon for the next time they battle. They all decide that Webmaster Joe is the one to blame.

Meanwhile, we find out that Billy (Julie’s friend) has risen to 10th place in the rankings in just a few days. He arrives at a huge mansion by limo and enters to find other Bakugan players there. It turns out there’s a party for the top ten – he meets #2 (Klaus), #3 (Chan), #4 (Julio) and #5 (Komba O’Charlie). They are all a little confused as to what kind of party it is since there aren’t any decorations. The five of them decide to have a battle.

Klaus decides it’s going to be an speed battle and Billy changes it to a Royal Battle. The gate card is set and Billy opens with Cycloid and an ability card. Charlie plays Harpus with the Feather Blast ability card. Chan plays Face of Rage and Klaus plays his Singing Voice abillity card with Sirenoid when Masquerade shows up in the battle and the floor beneath them disappears to reveal Naga. He tells them to all kneel before their new master (him).

Masquerade explains why he’s brought all the brawlers to the mansion – to get rid of Dan and the Bakugan Battle Brawlers. Everyone seems pretty excited (including Billy).

Alice has overslept and apologizes to Runo’s parents. Runo’s mom says Alice should take it easy on her day off. Apparently Runo got sent to the store; Alice is unhappy because she finally found the courage to tell Runo about Michael and know she’s not around. She decides to tell Dan but imagines how mad he would get and decides against it.

Instead she goes to visit Marucho, who tells her he would have gladly sent a car to pick her up. He’s pretty excited she came to visit him all by herself but is really surprised that she wants to confess something to him. He starts daydreaming and only hears the last part of her sentence “…my grandfather Michael.” She repeats the entire sentence and Marucho screams.

Runo, Dan, Julie, and Shun are told the news and they are all quite surprised. Alice tells them the day the cards appeared was the same day her grandfather disappeared. The about six months later, he re-appeared and seemed very surprised to see the Bakugan card. When Dan met Drago, her grandfather disappeared again.

Dan thanks Alice for sharing her secret and she’s surprised that he’s not overreacting about the news. Julie thinks that Runo and Alice are just trying to get Dan’s attention. Drago asks Alice if she’s heard about Vestroia collapsing and she suggests they go to Moscow to search her grandfather’s labratory.

Marucho‘s butler picks up Dan at his home and tells his parents not to worry about Dan going to Moscow. Dan, Runo, and Marucho board the private jet and fly to Shun’s dojo where he latches onto the plane from his rooftop. During the flight Marucho apologises for the lack of an inflight movie and offers them peanuts and moist towelettes instead. They land at Alice’s grandfather’s labratory.

The five Brawlers enter and find the place surprisingly clean, but empty. Alice says she drops by every now and then to clean. They split up to see what they can find. Meanwhile, Drago and Tigrerra are discussing about feeling something weird since they arrived. Preyas says he’s just been feeling jumpy (as he jumps higher and higher) and lands on a control pad button. A video of Michael G (Alice’s grandfather) starts playing on the screen.

The video says that extraordinary things have been going on. For the last few years, he was developing a dimension transporter system. One day, something unusual happened, and he was transported to the Bakugan dimension. He had inadvertently opened a gate to Vestroia. Michael meets Naga who shows him a card and then he gets sent back to the human world. Apparently six months had passed, which was much faster than in Vestroia.

While he had been away, the cards fell to earth and kids created the Bakugan game. He was distressed to discover that the Bakugan were actually the living creatures he had seen in Vestroia. For some reason the creatures can only stay in the human world in the form of a ball. It is only on the battlefield, which is the same dimension they are used to, that they can return to their original form.

The video seems to have ended and the five Brawlers start talking among themselves, but then the video restarts and we see an evil form of Alice’s grandfather speaking. It turns out he is now called Hal G and tells them that both the human world and Vestroia will be destroyed by the power of the great Naga. Apparently he’s under the influence of the Minus power, which was the strange feeling the Bakugan got when entering the lab.

Marucho manages to find an image of Masquerade in the video and Shun realises they’ve been working together. Alice is distraught to learn her grandfather is up to no good and Drago points out that Naga controls Masquerade and Hal G. Julie’s Bakugan suggests that Bakugan valley might hold the key. The brawlers get back onto the plane and head out. Shun pauses while getting on the plane, but we’re not sure why. After they take off, we see the top five players (all cloaked) watching them leave.

Preyas starts talking to Dan while Marucho goes to find coffee. He ends up toppling over the stack of coffee bags on himself. Preyas tells Dan that Runo and Maruco went to see Shun and re-enacts what happened with the security measures at the house. Dan is upset and he startles Alice, which makes the restaurant turn on him. Runo realises Dan knows about Shun and she and Marucho apologise.

Dan refuses to forgive them, even with Drago’s urging. Runo yells at Dan for being a baby and tells him he has to realise that they need Shun to have a hope of defeating Masquerade. They would continue fighting but Marucho pleads for them to all get along and the next thing they are all on a plane to see Shun.

Shun is sure he will beat Dan, but hasn’t decided if he will keep playing Bakugan afterwards. They arrive at Shun’s place and Dan jumps the wall by himself to go inside. Runo and Marucho and scared Dan will fall into the traps, but he’s fine. They follow him inside and immediately stumble on a trap that sends them underground.

Drago warns Dan to be careful just before he finds Shun. Masquerade appears and Dan sees that Shun now has a doom card. Masquerade tells Shun to eliminate Dan. Shun tosses the doom card and tells him he fights alone. Masquerade and Shun argue with each other as to who will fight Dan, and Dan decides to take them both on at once.

Masquerade sets his doom card and the three set their gate cards. Masquerade opens with Laserman (370) and Dan plays Stinglash (330). Masquerade activates the Leaf Sting ability which lets him attack Stinglash from anywhere on the board and Stinglash goes to the doom dimension.

Shun finally sees what the doom dimension is, and sounds kind of scared. Skyress explains to him what exactly it is and that it is what Bakugan fear the most. She asks him if he still wants to continue. Shun apparently does and plays Monarus (330).

Masquerade plays Reaper (370) and Dan plays Gargonoid . Masquerade plays the Air Battle ability card which allows Monarus to fly outside the battle zone and prevents Dan’s gate card from opening. Monarus attacks Gargonoid and wins. However, since Shun isn’t using the doom card, Dan gets Gargonoid back. Skyress congratulates Shun on the win.

Dan has lost two battles now and only has Drago left. Masquerade plays Laserman (370) again and Dan plays Drago (340). Masquerade opens his Third Judgement gate card and tells Shun they will win soon, but Shun says he stands alone and plays Monarus. Masquerade throws in Hydranoid (450) and now the battle is 3 against 1.

We discover that Hydranoid is the most powerful Bakugan ever – Dan is surprised to see a starting power of 450 Gs. Apparently he also feeds on the Bakugans he sends to the doom dimension. Dan boosts Drago’s power with his ability card but Hydranoid is untouched. Hydranoid attacks and it appears that Drago is lost, but Shun plays the Crimson Twister ability card and saves Drago by sacrificing Monarus.

Masquerade sacrifices Reaper to the doom dimension and Dan plays Drago (440) again. Shun sets his gate card and plays Falconeer. Masquerade is confused by Shun’s move and plays Hydranoid (450). Dan opens his Triple Battle gate card hoping that Shun will switch sides. Masquerade has Darkest Gravity in case that happens.

Shun is tired of Masquerade and switches sides, throwing Skyress (360) into the battle. Masquerade plays his ability card and so does Dan. Hydranoid kills Laserman and Falconeer by himself. Skyress distracts Hydranoid while Drago attacks and they defeat him.

Shun and Dan now battle with Drago and Skyress. Shun plays his Violent Wind ability card raising Skyress to 720 Gs and they beat Dan and Drago.

Dan thinks Shun is back, but he refuses to accept Dan’s compliment. Shun has a change of heart, though, and realises that the game isn’t about ranking but about true friendship.

Shun is sitting on a rooftop, with his Bakugan asking him if everything is ok. Dan is looking at rankings: he’s 97 of 100. Runo is now in the rankings too, and Masquerade is still at #1. Shun has dropped to #6. Drago asks Dan more about Shun. Dan tells him they used to be best friends and that when Bakugan started, it was the two of them who laid down the law. They worked out abilities and then he would start disappearing in the middle of their sessions. Dan thinks something changed with Shun when his mom went into the hospital.

Shun is still sitting on the rooftip; his Bakugan is telling him not to beat himself up over the situation. We see Shun visiting his mom in the hospital. She asks him to get her purse for her. He’s worried that his Mom is still trying to take care of him when he feels it should be the other way around since she’s sick.

When Shun arrives in the other room, his grandfather is on the TV. He tells Shun he has to move to his house which upsets Shun quite a bit. Things will change there: his grandfather wants him to spend less time playing with his friends and more time studying to be a real warrior. Shun takes off from the hospital and we see him on a rooftop ready to battle Dan.

Dan plays Saurus and Shun plays Ravenoid (310). Dan plays Warius (290 – who we’ve never seen before) and the Ring of Fire ability card which decreases Ravenoid to 260. Dan thinks he’s won, but Shun opens his gate card which raises Ravenoid to 360 and Ravenoid wins.

Shun plays Falconeer (290) – Dan is wondering why Shun never bothers to attack first and taunts him as if he’s playing chess. Dan plays Griffon (300). Shun plays his gate card which takes Falconeer to 390 and Dan plays his gate card which lets Griffon win the battle.

Shun plays Ravenoid (310) and again refuses to do anything else. Dan plays Griffon (300) and again Ravenoid refuses to fight. Shun finally opens his gate card and Ravenoid increases to 520 who wins.

Shun plays Monarus (who we’ve never seen before) with the Backdraft ability card which immediately knocks out Saurus. Dan’s annoyed at Shun and throws Saurus back into the game. Shun activates Backdraft and takes his own Bakugan off the field. Dan is really confused now and asks Shun what’s going on: he says he never wants to stop playing.

Shun finally explains what’s going on with his mom and grandfather and how he won’t be allowed to play anymore. He plays Ravenoid; Dan opens his gate card and Saurus wins. Dan points out they are just shadow boxing; it’s not a real game – Shun is just using him to avoid facing the real world.

Dan is trying to end the game. Shun makes a mistake overshooting his Bakugan and Dan wins. Back in the real world at the bottom of the parking garage, they run into Dan’s father who drives the boys back to the hospital where Shun’s mother is. Shun makes it back just before his mom goes under for the operation. She wanted to give him a Bakugan, which he takes just as his grandfather informs him that he won’t have any time to use it. The flashback ends and Dan says neither he nor the game will miss Shun.

Masquerade is looking at all the players joining Bakugan and trying to find the one with the highest power level. His Hydranoid is still in the lead. Meanwhile Alice’s grandfather appears behind him and wants to know Dan and his crew are still getting stronger.

We find out that Masquerade doesn’t care about the people that lose: he just wants the most evolved Bakugan to get to the Infinity core. They just want to pool all the energy into one entity – it doesn’t matter if it’s Dan. We see Naga has a grudge against Drago. Masquerade plans a brand new battle that will seemingly involve Shun.

Runo and Marucho set off in the private jet to find Shin and we learn that Dan and Shun used to be best friends. Actually they were the ones who came up with the Bakugan rules. They reach his large family estate and enter the house through a long, empty hallway. Runo sets off a trip wire and they are almost pummeled by wooden stakes coming out from the wall. They then have to jump over a part of the floor that’s dropped away but are eventually caught in a net that drops from the ceiling.

An old man appears, laughing at them. Marucho informs Runo that it’s Shun’s grandfather (who used to be a ninja back in the day). Runo tosses him Preyas and the grandfather recognized Bakugan and says that Shun isn’t interested in playing anymore. Runo begs to see him Shun just for five minutes but it is of no use.

They threaten to go find Shun themselves and are going to take off when the grandfather throws a cherry smoke bomb at them and jumps to attack with his stick. Before he can reach them, they get sent into a battle (Runo’s plan). They manage to move themselves so when they come back to the real world they’re in a different place. Shun’s grandfather ends up falling through the open panel in the floor.

We see Shun sitting on top of his house, playing  music on a leaf. They explain they need his help against Masquerade. Shun refuses, saying he doesn’t play on teams. Outside the gates, they try to explain to his grandfather again that they need his help and then try convincing Shun again but to no avail.

Shun’s mother tells him he should really listen to them. She says not to worry about her and tells him to stop running away from what’s in his heart. He takes his Bakugan and heads out after Runo and Marucho who are walking back to the plane. Shun appears just before they reach it and challenges them to a battle. Marucho convinced Runo to let him fight and Shun says he’ll take on both of them at once.

Marucho opens with Terrorclaw and Shun plays Falconeer. Marucho opens his gate card and Shun plays an activity card (Tornado). Falconeer wins.

Runo re-opens with Saurus (290) and Shun plays Falconeer (320) again. Runo’s plan is to play another Saurus which would double her strength but Shun does not attack right away. She whispers a new plan to Marucho who agrees.

Marucho plays Limulus (320), who we’ve never seen before along with the Lenticular Hologram ability card – this should make Limulus absorb power as the battle intensifies. Runo says they are virtually unbeatable and then Shun plays Ravenoid. The team is confused and Tigrerra jumps in to help. Shun asks his guardian, Skyress, for help too and plays her with the Winds of Fury ability card.

Tigrerra gets attacked twice and drops 100 Gs. Saurus gets taken out. Tigrerra gives up. Marucho thinks he has figured Shun’s attack out and plays Preyas (300) against Falconeer (320). Runo thinks she’s found a loophole to get Tigrerra back into the battle again. Shun opens his gate card, Positive Delta and Preyas immediately changes his attribute to Darkus. Falconeer drops to 120 Gs and Preyas immediately wins.

Shun tosses Skyress in again and Runo plays Griffon with the Venemous Beast ability card. It turns out she actually morphed Tigrerra. Preyas re-enters with the ability card combining wind and water. Shun plays his gate card and Skyress increases to 720, Preyas to 400 and Tigrerra to 340. Shun plays Firestorm just before Skyress loses and her power increases to 920 Gs allowing her to beat both other Bakugan.

Julie starts back with Tuskor (350) and Billy plays Hynoid (310) again with a Whirlwind ability card which confuses Tuskor. Hynoid’s power level keeps decreasing due to the Poison Fang ability card still in effect. He has dropped down to 260 when Tuskor finally attacks and wins.

Julie sets another gate card and brings Tuskor (350) again. Billy reacts with Cycloid (370). Julie opens gate card and sets a triple battle. Billy plays the Smackdown ability card which breaks Julie’s gate card. Cycloid wins the battle.

Julie re-opens with Manion and a gate card raising it to 350 Gs. Billy plays Cycloid (370). Julie opens the gate card and Billy counters with Smackdown again. Julie loses.

Billy brags about Bakugan Valley and how perfect he and his Bakugan are for each other. He keeps calling Julie “Bakubabe” which she really doesn’t seem to like.

Julie tells her online friends about losing to Billy. Drago is the only Bakugan who’s ever heard of Cycloid. Julie’s the only one who doesn’t have a talking Bakugan and claims she doesn’t need one, but she really does.

She decides to head out to Bakugan Valley the next day since she’s got the day off. She ends up falling down into a cave with bats and scorpions and doesn’t find anything at all. She keeps trying to convince herself she doesn’t need a talking Bakugan. She starts crying and then her Bakugan Gorem actually starts talking to her. Apparently he was waiting for her to be honest. They agree to be friends forever.

Julie gets Billy back to the desert for a rematch the next day. She tells him she finally has a real talking partner and the battle begins. Billy starts with Hynoid and Julie with another gate card Tuskor (350) and an ability card who defeats Hynoid.

Billy plays Wormquake (340) and the Sandtrap ability card which knocks Tuksor down to 300 Gs and Billy wins.

Julie asks Gorem for help and sends him into battle but he refuses to stand and jumps back into her hands. He tells her the time isn’t right. Billy sets another gate card and plays Cycloid with an ability card Staredown. Julie plays a card outside the border with Manion plus an ability card of Copycat which means she can copy Wormquake’s Sandtrap ability and wins. Billy plays Grand Slide ability card which moves Manion within the Staredown perimeter and drops to 250 Gs. Manion loses.

Gorem finally tells Julie to throw him into the battle. It turns out he is gigantic! Julie plays the Mega Impact ability card which raises him to 430 Gs. Billy plays his gate card which drops Gorem to 330 vs Cycloid’s 370.

In theory Cycloid should win, but Gorem’s shield is too strong and actually makes Cylcoid’s power level drop with every blow – all the way down to 270. Gorem wins.

Billy congratulates Julie on her win. The Bakugans wish each other well and Billy realises he needs to go train some more.

Back at home, Julie introduces her new talking Bakugan to her online friends. Everyone is happy for her and the Bakugans also say hi to each other.

Runo and Marucho have gone to the airport to meet Alice, who we find out flew in from Moscow. Marucho says he could have gotten Alice there in half the time on their private plane. Preyas seems smitten with her. She’s brought presents for Preyas and Tigrerra, but they seem less impressed when they discover they’re just battle simulators.

Dan has gotten lost in the airport and is walking in circles with Drago. Runo and Marucho ask Alice why she came to visit them so suddenly and although she tells them she just wanted to see them in person, she’s really worried about what’s going on with her grandfather, Michael.

Just then, the three kids from the start of the episode who have Masquerade’s doom cards appear. By the time Dan reaches the place where his friends were, they’ve all disappeared.

Marucho starts with Aquos Robotallion (310) while Alice is trying to figure out her opponent’s tactics. Their first opponent counters with Darkus Robotallion (310) and then both of them double to 620 Gs. He then adds the ability card that combines Darkus and Aqua and raises his Robotallion to 820 Gs. Marucho‘s Robotallion gets sent to the doom dimension.

Runo plays Haos Saurus (350) and their opponents set a gate card and play Pyrus Serpenoid (320). Marucho wants to fight but Alice cautions him: the others have activated a diagonal relationship between Pyrus and Darkus.

Renewed, Marucho plays Aquas TerrorClaw (290) which is countered by FearRipper (350). Runo opens her gate card which raises her Saurus to 410 and the opponent plays the diagonal relationship ability card Alice warned them about. FearRipper raises to 450 Gs. Saurus gets sent to the doom dimension.

Runo sets another gate card and plays Haos Griffon. The opponents stack two of their Bakugan (the second with a Gargonoid) and reach 620 Gs. Marucho briefly seems worried, but then opens his gate card (tradeoff) which gets rid of any Bakugan with a power level of over 420 Gs. The opponents lose both of their Bakugans.

He reopens with Aquos TerrorClaw (290). His opponent is about play an ability card but Maruko seals it with is own ability card.  We finally hear both opponent’s names: Kosuke and Takashi who let Marucho and Runo know they need to win so Miu can see her brother.

Kosuke plays Robotallion who attacks his own teammate and appears to be winning. Takashi opens his gate card and they switch. Everyone is confused and then Alice says they are trying a “battle sham”. They defeat TerrorClaw who gets sent to the doom dimension.

Kosuke and Takashi rehash the story of Miu, her brother Makoto, and how Masquerade has promised to grant them their wish if they win this fight. Tigrerra asks to be fight to Runo plays her next. They play Falconeer (340). Runo opens the gate card under who Griffon (290) which creates a quartet battle and Preyas and another Bakugan are added to the mix. Runo plays another ability card which makes it 3-on-2 and our heroes win.

The boys want to keep fighting but Miu starts crying and tells them to stop using the Doom card. the boys withdraw the doom cards and are going to leave, but Runo and Marucho convince them to keep playing. We miss seeing the fight and learn that Runo and Marucho won.

Miu thanks the boys for all their help and heads off. We see Masquerade retrieve his doom cards and then Dan meets Makoto! Looks like Miu will see her brother after all. Finally Marucho, Alice, and Runo find Dan. Alice wants to tell them all her about grandfather but Dan interrupts and says they’re searching for Michael already, and not in a good way. They all head over to Runo’s house.