(First Aired: July 24, 1966)
Screenplay by: Kitao Senzoku
Directed by: Toshihiro Iijima
The story begins when a black-eyed Ide notices the viewers and realizes they must be curious about how he got his injury. So, he tells them a story that all began 38 hours ago. It was a calm and quiet night in Japan for everyone but Ide, as Arashi's snoring was keeping him up. That's when the sirens begin to ring and the two head down to the main room in Science Patrol HQ. Captain Muramatsu explains that an invisible UFO has been detected by the Japanese Self-Defense Forces and its electrical waves indicate it's heading for the Tokyo Scientific Technical Center. Muramatsu instructs Arashi to investigate.
Arashi drives off the following morning and finds that Hoshino has snuck into the Science Patrol car. So when they arrive at the science center, Arashi has Hoshino deal with communicating to HQ while goes inside. Inside, Arashi finds that everybody is frozen in place, like time has stopped. He continues to look around. That's when an alien resembling a humanoid cicada with pincers appears behind him - Alien Baltan! Arashi turns around and shoots, but Baltan vanishes and another one appears in front of him. Before Arashi can react, Baltan zaps him with a paralysis beam, freezing him in place. The first Baltan reappears and merges with the second one, laughing evilly before vanishing.
Outside, Hayata arrives with some Japanese Self-Defense Force soldiers to meet up with Hoshino, who tells Hayata that Arashi has not responded back in a while. Hayata and the soldiers head in, and Hayata finds a frozen Arashi while Baltan freezes some soldiers. Baltan then appears in front of Hayata with Hayata's ray gun having no effect on the insect-like alien. It vanishes and the second Baltan appears to freeze Hayata. Hayata manages to drive it away with a few shots though before deciding to retreat for now.
Later, Muramatsu and the JSDF discuss what to do with the aliens. Muramatsu wishes to negotiate with the aliens, but JSDF wishes to locate their spaceship and destroy it with a powerful missile. The argument takes up the rest of the very lengthy meeting. Back at Science Patrol HQ, Ide is practicing his "alien" in front of Fuji, Hayata, and Hoshino to practice negotiating with the invaders. Muramatsu arrives back from his meeting at that point and informs the team that they'll try the negotiations while JSDF readies the missile.
That night, Ide and Hayata are sent to speak to the aliens. Inside, Ide encounters the Baltan duo and figures out that the first is just an illusion, to which Baltan responds by making more illusions. Ide avoids freezing by speaking to Baltan in Japanese. The alien then takes him upstairs to the rooftops where Hayata is. Arashi then appears, unfrozen to speak for Baltan via mind control while Muramatsu, Fuji, and Hoshino listen from headquarters, thanks to Hayata's communicator. Baltan/Arashi tells the two that his kind have decided to take Earth for themselves after destroying their homeworld with excessive nuclear testing. They originally intended to merely use Earth as a stopping place to fix their ship, but took a liking to the planet. Ide questions why Baltan and his kind don't go live on Mars instead, which Baltan refuses to answer. Muramatsu theorizes that Baltan's kind are afraid of Specium, a mineral that has been found on Mars, which he believes is poisonous to Baltan's kind. This means that they'll need Ultraman if they are to defeat Baltan, as Specium is the source of Ultraman's abilities.
With his kind's plans explained, Baltan turns giant-sized and proceeds to wreck the city. The JSDF attempts to use their missile on the alien. When Baltan is hit, he simply sheds his exoskeleton for a fresh one to continue his destruction as if nothing happened. During the alien's rampage, Hayata drops the Beta Capsule onto a ledge on the floor below. So, in a very risky move, he drops himself off the roof, snatching the Beta Capsule in the fall, and becoming Ultraman once again. Ultraman chases after Baltan through the sky and the two go out in a dogfight. Soon, Ultraman kills Baltan with a Specium Ray before locating and destroying his invisible spaceship.
It then cuts back to the present where Ide realizes that he has gone off-topic in his story. He explains to the viewers that after Ultraman defeated Baltan, he went back to bed, where he fell out during his sleep and gained his black eye as a result!
