Depressed children at school are mysteriously vanishing as Tagiru learns more about being a Hunter.
As Xros Heart finds the students of a robotics club creating GigaBreakdramon, Mikey and Shoutmon find an old friend, Puppetmon responsible for the creation of GigaBreakdramon. Since they had met each other before, Mikey tries to get Puppetmon's attention. Puppetmon notices him, and despite Mikey and Shoutmon trying to get him to remember them, Puppetmon cannot find any memories of them. He orders the robotics club to activate the incomplete GigaBreakdramon.
The fight goes outside, and Ryouma, Ren and Airu notice the fight. Airu tells Xros Heart to attack Pinocchimon rather then GigaBreakdramon, and has Opossummon attack Pinocchimon. Pinocchimon is knocked off the controls, and Astamon attacks Pinocchimon. Since the three do not know Mikey was friends with Pinocchimon before, Mikey grabs a sheet of metal to protect him. Shoutmon deflects the bullets, and Mikey then asks Puppetmon if he remembers him now.
Puppeton goes through his memories, and then remembers that he had saved Mikey before. He then remembers Shoutmon. Afterwards, GigaBreakdramon goes mad due to no one controlling him because he was incomplete when activated. Ryouma then gives up on hunting GigaBreakdramon, since he doesn't want a Digimon that can't be controlled. Puppetmon asks Mikey to put him in his Fusion Loader and Mikey DigiFuses Shoutmon and Puppetmon to create XrosUpShoutmon (Puppetmon), who uses Flaming Wheel to deflect GigaBreakdramon's drills. Arresterdramon then finishes GigaBreakdramon off, and Tagiru collects the data. The robotics club students are put back into the real world, and manage to make a robot they are sure of that will win the competition.
Taiki Kudo: "GigaBreakdramon! He's a giant machine Digimon that's said to be the ultimate Digimon of destruction." Shoutmon: "His special attack is Infinity Boring! It uses the drill throughout his whole body!" Yuu Amano: "Now DigiXros with Damemon! DigiXros! GigaBreakDamemon!" Shoutmon: "Why? He looks totally weak!" Damemon: "It's no good, no good after all!"