The Fusion Fighters flee from the attacking Midnight, taking refuge in an abandoned factory. AxeKnightmon obliterates the facility, but the group escapes through a dust chute. The team rests for the night, only for Sparrowmon to appear and tell the group that AxeKnightmon is holding Nene hostage at the tower that he put Mikey in. She pleads for Mikey to save Nene and explains his leverage over her and his ultimate goal for the Darkness Loader. Mikey agrees to rescue her.
Elsewhere, Laylamon and Damemon look at the Dust Zone. AxeKnightmon introduces himself, though Laylamon doesn't recognize the existence of Midnight, so AxeKnightmon reveals his alliance with Christopher. He offers a chance to join forces to take out Mikey, which Laylamon accepts, though both parties plan on backstabbing each other when convenient.
The next day, Mikey and his group attempt to attack the tower, only to be met by Blue Flare. During this onslaught, Mikey realizes that Christopher is under another party's control. Using words to bring Christopher to doubt himself, Mikey then physically beats the mind control out of him, just as AxeKnightmon shows up with reinforcements. Christopher sets his entire force on AxeKnightmon, only for Laylamon to ambush them with her Tankmons.
An all out battle ensues, while Mikey joins Sparrowmon to rescue Nene. After some convincing, Nene finally agrees, which lets Mikey digifuseShoutmon X4 with Sparrowmon to form Shoutmon X5, who cleans up shop. Laylamon attempts an attack from behind, but Puppetmon saves Mikey and gives him the MetalGururumonDigiCard, which he uses to further thin the crowd along with Christopher's DigiFuses. Nene demands AxeKnightmon to give her brother back, but he refuses and states that he has no use for her anymore. AxeKnightmon reveals the full functional Darkness Loader, which he uses to digifuse other Digimon to himself. He launches a large dark disk at the group, and the Bagra Army retreats, while the Fusion Fighters and Blue Flare repel the attack. Mikey then receives the Code Crown and, rather than ruling over the Zone like Grandlocomon, lets the Digimon govern for themselves. Blue Flare departs, with Christopher seeing Mikey as a pure rival now.
Back at Bagra Headquarters, Tactimon is disappointed that the three enemy forces, Midnight, the Fusion Fighters, and Blue Flare are getting zones. Lord Bagra then makes his first appearance.
(Numbers indicate order of appearance. Bolded characters are fought by the protagonist(s), and italicized characters feature non-explicitly, e.g. voice, silhouette, image.)
Bagra Army Head Officer Bagra Army Lilithmon Damemon
Twilight Army (Nene's Army) DarkKnightmon
Blue Flare Army (Kiriha's Army) Deckerdramon
Blue Flare Army (Kiriha's Army) MetalGreymon
Blue Flare Army (Kiriha's Army) Cyberdramon
Legendary Digimon MetalGarurumon
MetalGreymon + Cyber Launcher
Bagra Army Head Officer Tactimon
Bagra Army Emperor Bagramon
Digimon Data Collection
Stingmon Type: Insect Special Moves Spike Strike Wicked Antenna
Mikey: "That green skin is a clue. Plus, he's so handsome, or at least that's what Lilamon thinks. It's Stingmon, an Insect-type Digimon. His attacks include Spike Strike and Wicked Antenna. Did you guess right?" Monitamon: "I'm guessing Lilamon's gonna give him a love attack soon!"
Stingmon Type: Insect Special Moves Spiking Finish
Monitamon: "Flirty-flirt, flirty-flirt with Lilamon!"
There are currently no quotes listed for this episode.
What happens to Garbagemon and the MetalMamemon is unknown. Trailmon Kettle and the ToyAgumon are shown successfully escaping with the Fusion Fighters, but even during the escape, neither of the former are seen despite there being no time skip between the end of the previous episode and the beginning of this one.
Each member of Blue Flare fights their opposite number among Midnight; MetalGreymon fights SkullGreymon (both an evolution of Greymon), Cyberdramon fights SkullSatamon (who also has a staff, wings, and an exposed ribcage), and Deckerdramon fights the Guardromon (who are also mechanical, armored Digimon who shoot missiles).
The animation for Mikey's DigiFuse sequence is expanded. It now shows Mikey spinning the wheel on the front of the Fusion Loader, then displays a running bar of silhouettes of the Fusion Fighters' main DigiFuse components (Shoutmon, Ballistamon, Dorulumon, Starmon, the Pickmons, Beelzemon, and Sparrowmon), as well as Head-up displays when each Digimon is called out in the DigiFuse. The only exception is Starmon and the Pickmons, who use the older style.