The episode opens up showing the ruined New Helic City, which has been decimated by Hiltz's Death Stinger. It is announced that the Death Stinger now lies waiting in the ruins, though its exact position is unknown. In Guygalos, Emperor Rudolph asks Prime Minister Homalef if he can confirm the safety of President Camford. Homalef assures Rudolph that she has been evacuated safely to Wendeen lake, as he has been informed by Colonel Schubaltz. He goes on to say that he suspects the Republican army is preparing to go on the offensive, given the destruction of their capital. A short clip is shown of the remaining Republican forces, consisting mainly of Shield Ligers, Godos, and Gun Snipers, making their way into the body of the gigantic fortress Zoid, the Ultrasaurus, which lies at the bottom of the drained Wendeen lake.
Van and company follow the retreating army. Van tells them all that the area has been turned into a top-secret military facility--he knows only that whatever is being hidden at the lake will only be used as a last resort. Thomas explains that at the time the Guardian Force was established, the Helic Republic and the Guylos Empire set up a joint military project to be used only if the two were pitted against one common enemy. As they approach, the group gazes up in awe at the Ultrasaurus, astonished by the Zoid's size and bulk. Fiona notes that most of the Zoid is even buried underground, hinting that the machine is even larger than it appears.
In the cockpit of the Ultrasaurus (a large room constructed much like the bridge of a ship, with the pilot's seat positioned at the very front), Colonel Krueger views pictures of the ruined New Helic City. He is reluctant to deploy their last strategy (mobilization of the Ultrasaurus). Major Herman enters, apologizing for the failure of the defense forces to protect New Helic City. Krueger reassures him, saying that it wasn't his fault. President Camford arrives in her Hammerhead, observing the Ultrasaurus from above.
Van's group make their way into the hanger of the Ultrasaurus, and are greeted by Krueger, who is revealed to have been leading the project after his retirement from the army. He takes them up an elevator, showing them a massive power block needed to power the Ultrasaurus. He goes on to say that their are seven generators in total. Six of the blocks have been started, but the last one still needs to become fully functional before the Ultrasaurus can be mobilized. They enter the bridge area, where Herman, O'Connell, President Camford, and Schubaltz wait for them.
Outside, a storm begins to brew. With each lightning flash, the silhouettes of Helcats, deploying Optical Stealth mechanisms, approach the slumbering Ultrasaurus.
Everyone gathers in the Ultrasaurus' cockpit. Krueger tells them that the charge up for the energy needed to make the seventh power block operational will take about three hours. After that happens, the Zoid Core will awaken, and they can begin their journey to the Empire in order to acquire a special "something."
Moonbay has meanwhile become fascinated with the control systems of the Ultrasaurus, and angers a Republican officer, who calls her a novice. Moonbay gets up in his face, asking why he thinks she's a mere novice, but is distracted by something moving outside. She and Fiona go to have a look, but can't spot anything.
Within the mountain range nearby, Hiltz sits waiting in a pool of magma in his Death Stinger, watching the slumbering Ultrasaurus.
Aboard the fortress-Zoid, Herman stares despondently out the window. Van approaches him, asking what's wrong. Herman doubts that their last-resort strategy will work, as they know very little about the Ultrasaurus. Most of their work has been based on guesses. He goes on to reveal that he Ultrasaurus only has a 50% chance of waking up, even if they succeed in starting all the generators. And if the Zoid fails to wake up, it will be an easy target for Hiltz--if they're hit, everyone will die. Van's surprised that Herman's being so pessimistic, and Herman becomes irked. Van says that just because he lost once, he doesn't have to quit; they still have to try. Herman agrees at last.
Krueger approaches O'Connell on the bridge, who says that an unidentified enemy was detected on the radar system. The enemy is soon revealed to be the Death Stinger, which blasts out of the mountain using its Charged Particle Cannon. O'Connell explains that according to direct distance, the Death Stinger is dangerously close to the Ultrasaurus; however, the mountains hinder its movement, which will require it to wind its way down a twisting path, buying them time. O'Connell says it will take three hours for the Death Stinger to reach them by using the mountain path; Thomas notes that the seventh power block won't finish charging for another two hours. Van says that they can trust Hiltz to come up with some other sort of plan.
Hiltz fires his Charged Particle Cannon towards the mountain face, beginning to blast a new path directly to them through the rock (eliminating the mandatory use for the path). The group notices a massive energy source on the radar map; Krueger figures out that Hiltz is creating a shortcut so that he can hit them sooner. O'Connell estimates they have less than thirty minutes until Hiltz finishes demolishing the mountains. Everyone starts panicking. Herman tells them all to keep calm, insisting that they can't give up until they try. He proposes that they need a miracle.
Outside, the Helcats get closer.
Moonbay hands over a list of tools to the Republican officer she was arguing with earlier. She then contacts Fiona, who has begun making her way into the central circuit of the seventh power block with Thomas. Meanwhile, Van in his Blade Liger, and Irvine in his Lightning Saix prepare to stall the Death Stinger in order to buy everyone more time. However, when they exit the Ultrasaurus, they are bombarded by fire from the invisible enemies. Van remembers Optical Stealth units. Herman proposes Helcats. O'Connell runs to Thomas' Dibison to send Van sound samples that BEEK analyzed.
Schubaltz mobilizes his Iron Kong MK II and joins Van, offering his support. Using the data being transferred from BEEK, Van and Irvine begin their attack on the Helcats. However, more Helcats come to replace the fallen Zoids, bringing no end to the enemy assault.
Fiona and Thomas reach the central circuit. Moonbay tells them to switch the circuits in a certain order on her command. Since all the power blocks are connected together, they should be able to jump-start the seventh generator.
Schubaltz and a select group from his division return fire on the Helcats. Van asks them to retreat, but Schubaltz is concerned, warning Van that he and Irvine will receive the entirety of the bombardment if he pulls back. When Van insists, Schubaltz eventually agrees to pull out.
Camford's assistant, Michelle, approaches her, suggesting that they leave the Ultrasaurus. She refuses, saying she has faith in Van--and that he will pull off another miracle.
Herman receives word that there is only one mountain between the Ultrasaurus and the Death Stinger. He becomes angry, since the Blade Liger and Lightning Saix cannot break through the Helcats. They're hit by a rough attack from the side, which causes Krueger to slip and fall.
Fiona and Thomas finish Moonbay's task. Moonbay runs to the controls and pulls the start lever, but nothing happens. Herman tells them not to give up and to run another complete check of the connections to the seventh block.
Hiltz has at last cleared his path to the Ultrasaurus, and locks onto the dormant target. Van and Irvine continue to battle the Helcats.
Herman is informed that there was a limiter installed that was hindering the connections. It has now been removed. On Herman's command, Moonbay pulls the lever again. The Zoid Core awakens, and the Ultrasaurus gives its first cry. The massive fortress-Zoid breaks from the soil encasing its feet and stands. Rocks thrown from the action crush the Helcats, as Van exclaims that miracles do happen. Herman orders Moonbay to dodge the beam from Hiltz's Charged Particle Cannon.
The beam hits, causing a huge cloud of smoke and debris to mushroom up into the air; the Ultrasaurus emerges from the smog unharmed. Van and Irvine decide to go after Hiltz instead of returning to the base.
Fiona crys out for Van, asking him to be careful, and assuring him that she believes in him. She wants him to come back safe. She then begins crying, as Thomas watches solemnly.
The Blade Liger and Lightning Saix attack the remaining Helcats, as the Ultrasaurus heads off into the ocean, bringing the episode to a close.
- Shield Liger
- Blade Liger
- Lightning Saix
- Hammer Kaiser
- Death Stinger
- Iron Kong
- Dark Horn
- Van suspects that 50 large Zoids could be fitted into one of the Ultrasaurus' hangers (implying that there are more), giving a rough estimate to the Ultrasaurus' size in the anime.
- The joint production plan between the Empire and the Republic to build the Ultrasaurus is mentioned by Krueger to have been in place for 10 years.
- Much of the scene where Krueger falls and hits his head was removed from the dub, due to him receiving an injury that causes him to bleed graphically. In the Japanese version, Herman immediately approaches him, holding him up. Krueger pulls an insignia from his uniform (which displays the Republican seal) and gives it to Herman, passing on the responsibility of leadership to him. From that point on, Herman is named the commander of the Ultrasaurus.
- As the Blade Liger leave's the Ultrasaurus, the Attack Boosters can be seen on it. As soon as it jumps off, they vanish. This is believed to have been a mistake with stock footage.
- Zeke does not appear at all in this episode, despite Van and the Blade Liger being present at the Ultrasaurus. He isn't even mentioned in this episode.
See also: Zoids: Guardian Force