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| - The episode starts back in space, where Calthor is in his Supreme Form and charging his Ragnarok Dextra attack while he and his forces are invisible to all of Gundalia thanks to Samuraxx’s Scroll Illusion ability. After the charge reaches almost completetion, Calthor says Vladfang, get down there but keep out of site and disable all of their air machines. Vladfang chuckles evilly and says what if he says no as Calthor sternly says know your place and if you as so much as disobey or defy him again – I can destroy you just as easily as I created you. Vladfang sneers but says in a whisper as you wish, Master and flies forward while saying Eyes of the Night – hide me from thy enemies as he turns invisible yet again after moving away from the Scroll Illusion effect. After he leaves, it’s shown that Calthor's Ragnarok Dextra has finished charging and Calthor says now and out of the hexagon comes a huge multicolored blast with dark edge trimming and he fires it straight for Gundalia. As the blast leaves, Sivac says it's only a matter of time as Calthor chuckles and says this is Gundalia's last brawl. Meanwhile, the scene shifts back to the battlefield on Gundalia, showing blasts coming from all directions. The scene zooms in and it shows that John, Wildrock, Panzer and their new friend Blasteon in a fierce battle against Floria, Grapliton and Rockfist. Floria dodges a blast and says "Ability Activate - Tremor Punch!" as Grapliton punches the ground and the ground shakes. However, Wildrock and Panzer both jump as John says too slow and says "Ability Activate - Quartz Swarm!" as a stream of sharp quartz crystals hit Grapliton, injuring him gravely. While they both try to recover, Rockfist says my fists may be out for the moment but I can still fight. A voice then says you should back out of the way, Master as John notices Blasteon is powering up his arm cannons, so they move and he fires, injuring Rockfist even more but still, he isn't going away. John says your turn, Panzer and says "Double Ability Activate - Aztec Blast plus Rock Turnover!" as Panzer fires a blast of energy from his hands at Grapliton, who falls down but then, he sees Panzer dig down and grab the earth under him and literally, flip it over on top of Grapliton. However, before it hits Graplition, Floria says "Ability Activate - Spike Defense!" as Grapliton slams both fists on the ground while lying down and large stone spikes appear out from under him, destroying the rock about to fall on him. As there is a staredown between Floria and John, John says this battle certainly is getting interesting. Floria says yes (as she senses that her allies are hiding behind her and are invisible as well) but I think it's time to add a little flavor to this fight. John looks confused but then, several streams of blasts attack from nowhere and hit Wildrock and Panzer but Blasteon defends them. Dan says whoa, what gives as suddenly; Samuraxx, Dradikor, Clawbec, Osperio and Megalorius suddenly appear with all their partners as well right behind Floria and Grapliton. Shun says they must have gone on ahead just like Floria did but were invisible this whole time. Clay says that is correct and while our Master and his forces may not be here yet (actually lying about that) - they were sent to keep them occupied till then as he says "Double Ability Activate - Scarlet Rage plus Ruby Grazer!" as Dradikor lights up and attacks head on at Dan and Drago, grabbing them in the midsection and charging them into a nearby rock formation. After the smoke clears, Dradikor is pounding punches on Drago but Dan says quickly "Ability Activate - Volcano Swordtail!" as Drago's tail heats up to a sharp magma like sword and swipes at Dradikor from behind, getting him to move away. But as soon as he backs up, Dragaon is there as Dan says "Ability Activate - Sentinel Lance!" as a large red lance like weapon appears in Dragaon's hand and he charges, injuring Dradikor a bit but Clay says this battle is just getting started. Meanwhile, back near the battle, Samuraxx (in his dragon form) and Jin are battling against Aphrodite and Laura. Jin says let's see how this fares between Haos Brawler as he says "Ability Activate - Bolt Dragon!" as Samuraxx makes lightning appear over his whole body and attacks Aphrodite. But before it hits, Laura smiles and says they are much stronger than they were before as she says "Double Ability Activate - Thousand Arrows plus Boost Arrow!" as Aphrodite fires a single arrow in the sky, which in turns creates a large black cloud and fires a multitude of arrows and due to her Boost Arrow ability, the arrows grow in size. Samuraxx's enhanced agility in his dragon form manages to dodge some arrows but in the end, he gets hit with most of them. After the smoke clears, Samuraxx is back to his regular form. Aphrodite lets her guard down a bit and moves forward but then, a shroud of smoke appears and it shows only a large log. Laura asks where did he go, not knowing that Samuraxx is in his regular form but in the air behind them as Jin says "Ability Activate - Stealth Fury!" as Samuraxx charges and while Aphrodite turns around, Samuraxx unleashes a fury of point accurate punches at her, knocking her down. As she and Laura get up, Laura says don't you know it's never nice to hit a lady as Jin says on top of Samuraxx this is a Bakugan brawl, not a dance as he and Samuraxx charge yet again but then, Leoness gets involved as Laura says "Ability Activate - Pride Fang!" as Leoness leaps and sinks his teeth into Samuraxx, causing him to land while Leoness let's go and lands in front of Laura. Leoness says you shouldn't forget about your other opponents as Jin says good point, he won't next time as they charge yet again. Meanwhile, Spectra and Helios are battling against ANDRUS and Clawbec. ANDRUS says you are no match for my superior intellect and skill and I have all your past strategies programmied in my circuitry. Spectra chuckles and says I'd like to challenge that superior and you haven't seen Darkus Master Helios as he says "Ability Activate - Dark Master Quasar!" as Helios fires a huge steam of dark energy at Clawbec but ANDRUS says "Ability Activate - Fang Blade Shield!" as several blades appear on Clawbec that shields him from the major damage but he still takes damage. After he releases the shield, Clawbec says you really have to do better than that as a voice says oh but we have as Clawbec sees Munikis behind him as Spectra then says "Double Ability Activate - Gravity Lock plus Stone Gaze!" as Munikis locks Clawbec in place on the ground and unleashes a storm of red acid rain and a dark gaze at Clawbec, scaring and causing him to slowly turn to stone. But before he does, ANDRUS says "Ability Activate - Replacment Blade!" which causes another Clawbec to appear and it switches places with the real one in stone. The fake one is encased in stone, which crumbles but Clawbec is okay. He says thanks ANDRUS as ANDRUS says not a problem while Spectra says let's continue. Meanwhile, Shun and Skyress are in an aerial battle with Shiori and Osperio. Shun is trying to reason with her but Shiori won't listen as she says "Ability Activate - Spear Ace!" as Osperio grows a spear like attachment over her beak and fires straight at Skyress but Shun says that won't work on Whirlwind Skyress as he says "Double Ability Activate - Wind Spectre plus Nimbus Current!" as Skyress makes a fierce series of winds come all over the place and hit Osperio in several different areas. She tries to dodge them but no luck but Shiori then brings out her BakuBlade Katanor and it slices through the winds easily. However, Van Falco suddenly appears and says hey, I want some action too Shun as Shun says you got it and says "Ability Activate - Stealth Art - Falcon Strike Punch!" as a shroud of wind appears around Falco's fists and he attacks Osperio with powerful strikes and knocks her back. As Skyress, Falco and Osperio have a staredown, Skyress says she senses good in you, Osperio, why do you choose serving a monster like Calthor - you should do what's best for your partner and yourself with Falco saying yeah, when we were captured - he saw that you were concerned for her. Osperio stops for a second but says you don't think I'm doing that - I follow what my partner tells me to do and if it means she serves Calthor, then so will I. Skyress then says in that case, there is no point in reasoning with you wth Falco agreeing and they both charge at each other yet again. And finally, the scene shifts to an Aquos brawl between Tivala and Megalorius against Marucho with Preyas, Amazon and Aquas. Tivala says you should be honored to battle against a BakuGod alone, mortal. Marucho says he had more pleasure battling against Volcan than you as he says "Triple Ability Activate - Tsunami Slice plus Chaos Stream plus Hydrautic Volant! as Preyas, Amazon and Aquas each use their respective attacks against Megalorius but Tivala chuckles and says even an attack at that level of strength won't stop her as she says "Ability Activate - Shark Skin Shield!" as Megalorius defends himself but the triple attack is too strong and it knocks him down. Tivala immediately sneers at Marucho as Marucho adjusts his glasses, smiles and says you were saying. Tivala says lucky shot as Megalorius says that won't happen again. Tivala says no it won't and they both charge again. Meanwhile, back on the ground, Lindsata and Baraxx are watching this battle going on with Baraxx saying he has never seen the Brawlers fight so hard before. Lindsata says yes but she is not paying attention. Firebaxx then says um, Baraxx - I don't think she is listening. Baraxx notices and asks her what is wrong. Lindsata says she has studied the patterns of these people and she doesn't think they are fighting at their strongest. Baraxx says why would they be holding back as Lindsata says she doesn't know but for some reason, something isn't right. Meanwhile, at the Gundalian Airfield, ships are being loaded with supplies and soldiers in case of an attack. But unbeknowest to everybody, Vladfang is in the area and invisible to everyone and everything. He says these creatures are pathetic and far superior. He then approaches an engine on one of the ships and attempts to touch it but his hand starts to burn. He hisses and says that must be silver and he says Blood Armor, which coats him into a red like Battle armor and making him immune to certain affects such as silver. He then says Leeches of Doom and out of his body appear several leech like creatures and he puts a few in each ship and its engines. After that is done, he flies away and says in just a few short minutes, they will explode and everything will be destroyed - I love it as he flies away. Meanwhile, back at the battlefield, the Brawlers are still fighting against Calthor's servants and are actually beating them easily. Tivala then says we need to regroup as they all crowd around in a circle as the Brawlers and Zakaros' Bakugan crowd around them. Jin asks Clay what should they do as Clay says for once, he doesn't have the answer. Dan then says we have you guys beat with Drago saying you should realize that Calthor is evil and shouldn't be serving him. Dragaon says Tivala, you should understand this more than any one of them, you know what he is capable of - it's time you took a stand. Tivala smiles and says yes, she should take a stand and it's about time now. She then says now; Clay, ANDRUS - release the creatures as Clay says as you wish with ANDRUS saying affirmative. They press some numbers into their own devices and suddenly, two giants streams of light appear out of the sky and suddenly, two machines start to form. One of them appears as tall and muscular with a skull symbol on his chest and the other resembles a large red and silver battle armor with several guns and weapons. The Brawlers back up as the others regroup in front of the two machimes. Dan says whoa, what are those things - some creations of yours, Professor Clay but Spectra says no, those are the two machines that Tivala took a long time ago and are just like Teknocore and Replimaxus. Tivala says that is correct but she'll let them introduce themselves. The one with the skull chestplate steps forward and says I am Skullbringer and I will terminate anyone or anything that stands in my way such as this and he fires a blast at Blasteon, which makes him to back into the sky with John saying no loudly. The one with the many weapons says I am Daedastructor and I destroy anything that opposes me or my brother such as this and he unleashes his arsenal on all of Zakaros' Bakugan, heavily injuring them but not defeating them. Dan says that was cheap man with Shun says these things mean business and there's no point in reasoning with them. Clay says you have no idea what they are dealing with but Dan says oh yeah, ready Spectra as Spectra holds up his BakuStrike Launcher and says ready. Then, they both summon out Teknocore and Replimaxus at the same time - leading to a four way confrontation. As soon as they land, Teknocore and Replimaxus are in shock at seeing their brothers on the wrong side. They ask the Brawlers what is the meaning of this trickery as Marucho says this isn't a trick, they got those two brothers of yours and they wouldn't listen to reason. Teknocore walks forward and says brothers, we shouldn’t be fighting amongst ourselves but Skullbringer pulls out two blades from his wrists and says speak for yourself and slices but in the nick of time, Replimaxus multiplied himself and Skullbringer just sliced through a copy. Replimaxus says Teknocore, we can’t do anything – their minds and circuits have been altered as Daedastructor says yes, I remember you Replimaxus – the tricky one as he pulls out his entire one hundred gun arsenal again as he says but as you can see, you can't fool me as he opens fire on all of the Replimaxus Clones, leaving just Teknocore and Replimaxus by themselves. Replimaxus says Master Spectra, since we can't reason with them, might I recommend you combine us to finish this quickly. Spectra smiles and says okay with Dan says let’s do it. After completing the process, they form the mighty SuperNova Destructor. However, Skullbringer laughs and says you aren't the only ones who can combine as Clay and ANDRUS say "Ultimate Weapons - Unite as One!. Everybody goes into their respective positions with Clay and ANDRUS taking the lead as Skullbringer forms the legs and chestplate while Daedastructor forms the body, arms and head. The head is composed of similarities to Dradikor’s head and several horns and blades around it but with the shape of a gladiator's helmet. The machine then says “Meet the machine of chaos and destruction – I am Blackhole Destructor!” The Brawlers are amazed while on the ground, Lindsata says that machine is of pure evil intentions. Lindsata says it's time she and Baraxx get involved now but Dan says no, they can handle these clowns - get Nurzak to a safe distance. Lindsata and Baraxx are silent as Baraxx says all right and throws Firebaxx. He gets on Firebaxx and says get me to Nurzak quickly and says "Ability Activate - Jungle Speed!" which causes Firebaxx to run faster than normal. Firebaxx grabs Nurzak safely as Blackhole Destructor says oh look, a bug as he tries to destroy it but Firebaxx dodges the blasts. He gets Nurzak to safety with Lindsata who tries to heal him. Meanwhile, SuperNova Destructor says brother, if you intend on harming anyone - I will stop with the Brawlers saying the same goes for them. The enemy laughs from the inside while Blackhole Destructor says you have strong words but do you have the means to back it up as he attacks head on with SuperNova Destructor doing the same. Meanwhile, Nurzak is just starting to wake up and is standing with Lindsata saying rest easy but Nurzak is too busy watching the battle at hand. Nurzak asks what happened as Baraxx explains the situation. Nurzak says he couldn't do anything but hopefully, the Brawlers can pulls this out but he has the feeling that something isn't right either and something terrible is about to happen at any time. Meanwhile, the scene shifts back to space, where Calthor and his forces are invisible while his Ragnarok Dextra attack is continuing on at an extremely fast pace to Gundalia. Calthor has his eyes closed in meditation when the part of his body that's Sivac asks how much longer will it be before it goes boom. Calthor opens his eyes and asks Sivac why he wants it to happen so fast as Fokker says yeah, be patient like everybody else. Sivac says he apologizes but he enjoys seeing pain and destruction - call it his weakness if you may. Calthor smiles and says you have no weaknesses, Dio Sivac, only strengths - that is why we were partnered together; both of us have the same desires and goals, even if they are in different tastes. At that point, Vladfang appears and says it is done, Master Calthor. Calthor says well done, Vladfang - relax for now. After Vladfang leaves, he then says their time is up, he had better left his servants know to leave quickly. He then sends a telepathic message down to the planet while the scene zooms down on the surface. At the battlefield, Blackhole Destructor and SuperNova Destructor are currently battling each other and neither side giving in. Tivala says let me take control as they alter and Blackhole uses his Aquos powers while Marucho says you had better let me handle this one as he takes control of SuperNova Destructor and uses his Aquos powers as well, neutralizing each other. They continue alternating the different attributes but neither side weakening or strengthing. Dan says, as he takes back control, they need to end this in one attack as he and Spectra charge up the final attack and say "Ultimate Ability Activate - Sun Nova Conqueror!" and it fires everything it has got. But Blackhole Destructor says big deal, they can do that but even better as Clay and ANDRUS charge up their final attack and say "Ultimate Ability Activate - Dark Hole Obliviator!" and it fires a huge blast of dark energy, neutralizing each other's final attack and leaving a huge crater in between then. Shun says it's a stalemate while Floria says they should attack again. Tivala is about to give that order but she receives the message from Calthor, telling them to leave and reveal their little surprise now. Tivala then says she has received a message from Master Calthor and he says enough, you have used up the time you had left - evacuate now as Clay says as he so commands and in a split second, Blackhole Destructor vanishes and everybody is back to normal with just their Bakugan. The Brawlers are surprised by this and they do the same and they return to just their Bakugan. Dan says are you guys really giving up that easily but Tivala says of course not but we merely have fulfilled what we were required to do. John says what do you mean by that as then, Jin raises his hand and says this, snapping his finger and suddenly, the huge blast of energy is seen before everybody's eyes! The Brawlers are in shock as Jin says we all arrived at the same time, you just never saw it and this is the full extent of Master Calthor's power. Floria says our job is done and now this planet will be destroyed in his glorious name. Nurzak then yells out to Floria and asks if she would really destroy her home and people like this but Floria says she is not one of them, nor does she want to be since her only duty is serving her Master, shocking Nurzak. Then, they all yell out "Glory to Master Calthor! and they all disappear before the Brawlers can react and Nurzak can call out to Floria one last time. Meanwhile, in the capital, the Gundalian population is getting scared and frightened as there is no time to stop the blast nor escape. A Gundalian commander says to the rampaging population to the airships while telling other soldiers to evacuate as many civilians and Bakugan as possible but another soldier comes up to him and says he just came from the airfield and every ship is disabled and every way to leave the planet has been cut off. The commander says in surprise what, as the scene shifts to the airfield where every airship is in flames and smoke due to Vladfang's interfences with ships still blowing up. The 2nd soldier asks what do we do commander but the 1st soldier says sadly there's nothing we can do; it appears that this is the end. Back at the battlefiend, Ren and his group just arrive on site and hurry over to the Brawlers, who have just withdrawn their Bakugan. Ren says the blast is too close to the planet and every conceivable way to evacuate the population is gone. Dan says they can try to stop it by firing at it and goes to throw Drago and Dragaon again but Nurzak says it’s too large to stop with mere strength – it would have been better if they had known of it coming sooner and were better prepared. Ren then asks what are your orders, Master Nurzak as Nurzak closes his eyes. He then opens them and asks Dan if Drago can still open Dimensional Portals. Drago says he can open a portal but for some reason – it will only hold for a few seconds and it certainly won't be very large. Nurzak says it pains him to say this but only the ones who stand here will escape this destruction. Ren’s team object immediately with Zenet saying they can’t just abandon their people, their friends and family but Nurzak angrily says if you have a better suggestion, I’m open to it. Everybody is silent as Dan says they have to make a decision now as everybody reluctantly agrees to go and Dan says loudly Drago – open the portal! Drago says you got it and opens one up. Everybody jumps in with Nurzak about to go last. Nurzak takes one last look and says he is sorry for doing this and jumps in. As the portal closes, the blast is within reach of the planet’s surface as Gundalian soldiers and Bakugan try to destroy it but it’s futile. Meanwhile, a good distance outside the planet’s impeding blast radius, the Brawlers and the others come out and are watching what’s happening in space. Shun then notices Calthor and his group the same distance away from the planet but too far away from their own position as he says he was here the whole time and we were all fooled. Linehalt then asks if they made the wrong choice but Helios says I think this was the only choice. At that moment, the blast hits the planet and barrels itself right through as Gundalian soldiers, civilians and Bakugan are all disinigrated inside the blast. After a few minutes, the blast then reaches Gundalia’s core and at first, cracks appear throughout the planet and in the next few moments, Gundalia explodes in a matter of seconds with a large shockwave echoing through the area of space as everybody shields themselves, even Calthor’s group but Calthor just lets the blast go through him. Meanwhile, on Neathia; Fabia, Serena and Elright were watching and are all in complete shock as Elright says he just destroyed Gundalia with only one attack. Fabia says that's what he intends to do it when he comes here - we can't let that happen as Elright says he will start the preparations and after he leaves, Serena says this is very serious with Fabia saying she knows but as of now, no world is safe from this power but asks what about the Brawlers. A Castle Knight says they are fine, they managed to escape the planet and the blast radius, which Fabia has a sigh of relief. The scene shifts back to the remains of Gundalia in pieces as the Brawlers and Nurzak’s group all look and are in utter shock. Dan says even Mag Mel didn’t have that much destructive power as Nurzak says in one fell strike, everything they knew of is gone. Meanwhile, Calthor starts to laugh out loud as his group yells out a cheer of victory. Calthor then says in a loud, sinister voice “And so, this will happen to every world that is in my path and if anyone attempts to resist my power – they will be destroyed! Resistance is futile!” as he continues laughing. The scene shifts back to the afterlife, where Zakaros and Blakai have just finished a round of training with the Attribute Masters. While they take a break, Blakai says boy, that was hard work with Zakaros wiping his brow but says yes, it was but beneficial. Then, they see some lights in the sky and Blakai asks what do those lights in the sky mean. Hatoro smiles and says that signifies someone is arriving in this place but then, her expression changes and says that is way too many lights. Everybody then looks up as Pyraxx wonders what it means as Zakaros says he knows – Calthor’s made his move as he leaves quickly with Blakai saying wait for me, you could use some help. As they run across across the landscape, he tells everybody telepathically to meet him and Blakai at Masquerade’s location quickly – they have to prepare fast. After a few minutes, Zakaros and the rest of his group arrive as Masquerade says this is a surprise with all these lights. Zakaros says this isn’t a good thing at all as the lights land, revealing the Gundalians and their Bakugan. They all wonder where they are and how they got here but then, a series of blasts are heard and hit all around them and it’s revealed they are in the middle of the battle between the DarkGods and the HighGods. The civilians are running to escape the blasts and even the soldiers are running from the danger. Sid says those are my people down there as Zakaros says they need to save these people immediately with Sid saying let me take care of this, Zakaros. Sid then runs down the hill and yells out to the Gundalians to follow him over here, quickly. Everybody is surprised to see Sid but then he yells out if you want to survive with all the little hairs on your heads, hurry as everybody hurries over towards his location. Zakaros then says they should redirect them over to their base of operations and they all get into locations and start a herding type system to get everybody safely to their residence. After a few minutes, they manage to get all the Gundalians and Gundalian Bakugan to their castle’s location. Atrion says they can provide enough food for everybody here for a long time – the growth areas around here are healthy and replenish quickly. Sid then comes up a hill with some soldiers and says they know what happened. Zakaros then comes forward but the soldiers say it was one of those that destroyed Gundalia and they try to attack him but Sid restrains them and says hold up there Sparkys – this guy’s a good guy. The soldiers stop their advance as Zakaros says don’t worry – he is a friend but can you tell him exactly what happened. The soldiers say they never saw it coming – a huge blast came down on the planet out of nowhere from the sky. They tried to fight against it but it was too late to do anything and therefore, it completely destroyed them. One soldier says that when he was looking at the scanners after the blast came into view, he saw the one who fired it looked similar to Zakaros but very different and much larger. Atrion says that must have been Calthor as Zakaros says don’t worry – they will protect the Gundalian people and he will fix everything that his enemy has done to them. The soldiers say good luck with that as Sid says he’ll take them back. After Sid leaves, Zakaros walks over to a rock and puts his front foot on it as Atrion and Blakai join him. Atrion says it appears that things have take a turn for the worst as Blakai says he can’t believe his father destroyed all these people with one strike. Zakaros then takes a deep breath and says “We now have to move faster – time since Calthor’s plan of conquest has finally begun.” (End of episode)
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