|Season||Bakugan: Rise of the BakuGods|
|Preceeded By||An Ultimate Surprise|
|Followed By||Ultimate Clash|
The episode starts out with a recap of Atrion’s transformation into Ultimate Atrion and Zakaros and his Bakugan in shock with Amazon commenting in the distance that guy is one mean looking sucka. Zakaros is just wondering how he is going to win against him now as Atrion roars and says "Witness my full power, Zakaros!"
The scene moves to the battlefield on New Vestroia, where Zakaros and his Bakugan are just staring at Ultimate Atrion. Atrion just laughs and says that they should be honored since this is the last thing that any of them will ever see. He then says that since they put a good fight and therefore, he will make their deaths swift and painless. Zakaros says that as long as he and his Bakugan are still breathing, there is no way he will let Atrion continue with his plans. Atrion just laughs and asks Zakaros how he can stop him or this and fires a beam at him. Zakaros orders Gran Panzer to form a Rock wall, which he does, but the beam goes right through the Rock wall, turning it to dust, and injures Panzer badly. Zakaros is in amazement at the little effort it took Atrion to destroy Panzer's Rock wall and injure Panzer as well. Atrion says that he is now 100 times more powerful than before and fires a Darkus/Pyrus blast at him. Zakaros orders Dragaon and Munikis to do a Darkus/Pyrus blast, which they do, but Atrion's attack is too powerful and injures Dragaon and Munikis badly. Zakaros orders Aquas to heal them but before she can reach then, Atrion takes her down with one swing of his staff, which also results in a large shockwave that badly injures the rest of Zakaro's Bakugan as well. Zakaros is just standing there - looking his injured Bakugan but then Atrion goes to attack from behind. But at that moment, the Bakugan Traps come out to defend Zakaros but Atrion takes them all down with a whirlwind. Then, Zakaros looks behind him and avoids Atrion's attack from behind and moves behind Atrion. Atrion then turns around and starts attacking again, with Zakaros dodging at first but then Atrion fires a black beam from his mouth which knocks Zakaros down. Zakaros, now badly injured, looks up at Atrion and wonders if this is the end of him as Atrion roars loudly.
The scene now shifts to some grasslands, where a Dimensional Tunnel opens up and the Brawlers fly out and land on the grass. As Laura, John, Nurzak, Fabia, Linus, and Paige and their Bakugan admire the beauty of New Vestroia (since they have never been there before) – Skyress notices the large group of Bakugan and Mechtogan that were evacuated earlier in the distance and they all head over. Ingram and Elfin then notice the Brawlers and tell them to come on over with the Brawlers glad to see more old friends. While Shun and Marucho catch on old times with Elfin and Ingram, Spectra and Helios are watching the battle from afar with Spectra using a pair of binoculars. Helios says that is some serious firepower out there and Spectra agrees with him and tells Helios to record whatever they come across and don't leave out any detail, which Helios says no sweat. John and Laura are currently looking at all the Bakugan and Mechtogan that they see and are amazed at everything while Dan & Drago ask Zenthon what is going on. Zenthon starts out saying that Amazon told him a strange being called a BakuGod named Zakaros told him to evacuate all the Bakugan within 100 miles of the battle’s location as he points to where the battle is. He then mentions that Amazon went to the battlefield and asked Silent Strike, Accelerak and himself to make sure that Bakugan were well protected for the time being. Preyas overhears this and immediately gets worried for Amazon. He then starts running towards the battlefield and Marucho tries to get him to stop. Preyas says he won’t leave his best student, as Drago says quietly his only student, and continues heading towards the battlefield. Helios sighs and says "Well, I guess we better go save the little pipsqueak" and Drago agrees. The Brawlers then head off towards Preyas with Marucho jumping off of Skyress and landing on a running Preyas safely. As they get farther and farther away, Zenthon looks on and says "Good luck, friends".
The scene now shifts to Atrion’s ship, where Jin, Floria, Professor Clay and Shiori Kazami are watching the battle from a distance outside on a railed balcony. As a breeze starts to come around them, Professor Clay says that this battle is finished but Jin says its not over until your enemy is dead. At that moment, Tivala appears on the balcony and asks how the battle is progressing. Shiori says that it is still continuing but it will be over soon. Tivala then looks on with interest and says that Atrion is using his full power – Zakaros does not stand a chance now. Floria then pipes in and tells Tivala that Atrion wants them to be on standby. Tivala asks why and Floria says that Atrion told her to tell Tivala this “You are all going to put on a show soon - be prepared to come when I summon you.” Tivala smiles and says all right and that they will be ready as they continue to watch the battle.
The scene now shifts back to the surface where Zakaros and his Bakugan are all beaten down and heavily injured. Atrion is just standing there looking at them saying that he is disappointed; if that is all the power that they possess, then he might as well end their suffering right now. Dragaon and Munikis try to stand up, saying that they are just getting started, but they both fall again. Atrion then laughs and says they should all just stay down but to be completely honest, these Bakugan should have already achieved the power of Ultimate Formation already. However, they have one problem on why they don’t have that power and he points to Zakaros. Leoness asks why their master is the problem and Atrion says that these Bakugan were given to a half-breed BakuGod who is weak and can’t do the same things as a pure blooded BakuGod like himself can do. Atrion says that Zakaro’s Bakugan should have left him the moment they were given to him. At that moment, Zakaros' fingers move and he starts to get up. Atrion notices and says that it looks like he still have a little life in him. He then says no matter; he will kills his Bakugan first and then kill Zakaros to finish it. Zakaros then says that Atrion may insult him but not under any circumstances will he insult or kill his Bakugan and best friends. Zakaros then yells loudly and performs the same process as Atrion did – the chant of transformation! Atrion is suddenly blinded and fires a blast at Zakaros but it does no good. Zakaros' Bakugan wonder what is happening to them as they are absorbed. Atrion backs away from the light and says that things are now getting interesting. After the light disperses, a mighty new warrior stands – Ultimate Zakaros! Atrion says that Zakaros has finally awakened his true power and that the real battle is about to begin as they stare each other down again. (End of episode).