Elsewhere, Hiltz stands over a pool with a large scorpion-like Zoid in it. As its eyes flash, Fiona gasps. Moonbay attributes this to a simple lack of sleep and the two retire. Hiltz confers with the Dark Kaiser, explaining that two Zoids were fused into a brand new one with Ambient's power. Raven is with him, but simply smirks and leaves. Outside, he resolves that the next time he and Van meet, only one of them will leave alive.
Fiona dreams of the Death Saurer, and is awoken by the terrible nightmare. She wakes Moonbay as she leaves and starts to scan for the source of her worries. She finds what she'd been looking for, but can't find Van and Zeke, who had left earlier to test the attack boosters. She sets off alone in a Pteras, so Thomas and Moonbay decide to follow her. Just as Van returns, however, the Geno Breaker arrives.
Fiona arrives, revealing that she'd been following the readings from a Zoid Core. BEEK analyses the signature, with disturbing results. The heat signature indicates that the Zoid has power on par with a star- its heat signature giving off a reading of over six thousand degrees. Hiltz reveals himself, showing a Hammer Kaiser and another Zoid in a large tank. Van and Irvine move to intercept Raven as Hiltz names the new Zoid: the Death Stinger.
The pod opens and the Zoid emerges, a huge scorpion-like Zoid from legend. Thomas takes no chances and fires away with his Megalomax, scoring a direct hit.
Van and Irvine use their speed to dodge Raven's attacks, but are thwarted by his shield. It is then that a squad of Gun Snipers, using special anti-shield munitions, attack and, and successfully penetrate, the Geno Breaker's shield. The battle continues as the Death Stinger emerges, unscathed, from Thomas' attack. Hiltz explains that he took two ultra-violent scorpion-type Zoids that had once been developed to destroy the Death Saurer, and merged them to form the brand-new Death Stinger, a Zoid with power even greater than that of the Death Saurer. It begins to charge its Particle Cannon, as Raven's Zoid enters the final minute of operation. Van uses his Blade Liger's blade attack to chop off one of Raven's pincers, and Raven starts to run out of power.
The battle is not decided by them however, and Hiltz's beam splits the battlefield, annihilating the base they were defending, almost killing Raven in the process. He and the Geno Breaker survive, but Shadow is not so fortunate, and after de-fusing with the Breaker, turns to stone. Raven's demeanor breaks down, and he cries for his fallen Organoid.
- Moonbay sings in her sleep.
- Moonbay's appearance with her hair down in this episode closely reflects the official concept art for her character.
See also: Zoids: Guardian Force