Concerned about his children, Jiangyu is about to go out when his wife asks him about his cover story about Shaochung being with his parents. When she says that she saw Shaochung in a dream at the same place as Jianliang, Jiangyu is forced to admit the truth, and his wife is only able to break down as Jiangyu is unable to give her all the details and departs.
Takato is still shocked at Guilmon transforming into a ferocious monster, and as the hazard sign on Megidramons chest begins to glow, Jian realizes that Megidramons very presence causes the Digital World to fall apart.
Jiangyu arrives at Hypnos headquarters, where Yamakis team is working to find out whats going on. Yamaki is unable to contact the children, but is sure that they have something to do with it. Having been working with his friends to create an Ark that will save the children, Jiangyu is worried that they wont make it in time, but Yamaki wants to believe in the children.
From far away, Ryou and Cyberdramon see signs of the disturbance taking place, and Takato begs Megidramon to stop. Makuramon approaches Beelzebumon and tells him to stop the struggle for the sake of the Digital World, but Beelzebumon responds only by killing Makuramon and absorbing his data. Despite their injuries, Kyuubimon and Rapidmon go to stop Beelzebumon, and Ruki uses a Card Slash to have Kyuubimon evolve to Taomon. Beelzebumon uses Makuramons powers to trap Taomon and Rapidmon in bubbles, and Jian and Ruki use Option Cards that allow them to escape but give Beelzebumon the power of their Perfect forms.
Beelzebumon uses Taomon and Rapidmons powers to fight against Megidramon, while Juri continues to scream for it all to stop. Beelzebumon manages to defeat Megidramon, and when Takato looks back at Juri, he sees her only lamenting whats happened to the cute Guilmon.
The Hypnos Bridge Bunnies find that the anomaly in the Digital World has subsided, and as theyre unsure that the children are safe, Yamaki asks Jiangyu how long itll take for him and the Wild Bunch to finish the Ark. He offers them the Hypnos mainframe in order to speed it up.
While Beelzebumon tries to recover from the exhaustion of defeating Megidramon, Takato approaches Megidramons still body, admitting that he was wrong and that he was so happy about becoming a Digimon Promoted Fanboy that he was caught up in the fantasy. As Juri remains unresponsive to any attempt to get her to stir, Beelzebumon gets up again and gloats his victory. He begins to approach the group with the intent of killing them as well, while Takato and Juri are unable to get themselves to do anything.
Takato insists that none of this is right, that even if Digimon are just data, Guilmon has always been his friend. As Beelzebumon aims his gun at Takato, Takato clutches Megidramon and calls for Guilmon, causing him to recognize Takato as Beelzebumons bullets approach them.
Takato finds himself drowning of his memories as a Digimon fan and his creation of Digital World, remembering that he himself is data since hes in the Digital World and that he still had real experiences with Guilmon despite that. He then finds himself in a surreal vision, surrounded by a bunch of Guilmon clones, but asserts that his Guilmon is unique and is able to find the real one.
Back in the Digital World, Megidramon, now reverted to Guilmon, wakes up and sees Takato, and as the last remnants of Megidramons form ward off Beelzebumons bullets, Guilmon says that he wants to fight together with Takato. Takato isnt sure how thats possible, but Guilmon assures him that something like that can happen if Takato wants it badly enough. Takatos renewed determination not to hide behind Guilmon again causes him to merge with Guilmon, causing him to matrix evolvenote to his true Ultimate form, Dukemonnote Declaring that what Beelzebumon has done is unforgivable, Dukemon prepares to fight him.
- A Boy and His X: Lampshaded and used mockingly by Beelzemon in the dub when he talks about Takato kneeling by Megidramon.
- Body Horror: Beelzebumon absorbs Taomon and Rapidmon's data to be strong enough to defeat Megidramon, but their forms literally start bursting out of his body and threaten to make him explode. He's shown to be in quite a bit of pain as he struggles to keep the data within himself.
- Character Development: Takato finally completes his arc of learning how to be a Tamer, not treating Guilmon like a pet, data, or horrible monster, just as his friend and equal.
- Chekhov's Gun: Guilmon is shown to be able to manipulate the lingering data around him, using the remnants of Megidramon's form to bat away Beelzebumon's attack. Later on, Beelzebumon himself will use this ability to turn Mako's toy gun into an Arm Cannon when he becomes Beelzemon Blast Mode.
- Conspicuous CGI: The large number of Guilmon clones Takato sees in his vision are done in this, probably for effect.
- Family-Unfriendly Death: Again, like Leomon's death, the only reason Makuramon's death gets through is because he's made up of data and immediately begins to disappear, since Beelzebumon literally shatters his skull to kill him.
- Heroic BSoD: Takato goes through one when he realizes what he's done to Guilmon.
- Knight in Shining Armor: Dukemon's appearance invokes this, emphasized in the dub by his name change to Gallantmon.
- Morphic Resonance: The top of Dukemon's visor resembles Guilmon's face.
- Mythology Gag: An Agumon toy is shown in Takatos room, likely as a reference to Takatos current status as unofficial leader and main character.
- Scream Discretion Shot: Averted as the viewer gets to both see Makuramon get deleted in a very painful way and hear the last cry of his usual "Ma-kaaawww!" at the same time.
- The Dog Bites Back: Pissed off at being berated by Makuramon for being weak and tired of the way he's been used by the Devas, Beelzebumon destroys him and uploads his data.
- Too Dumb to Live: Why, yes, Makuramon, get closer to the unstable Digimon who's a level above you and has no reason to listen to you.
- Villainous Valor: For as horrible as Beelzebumon is, winning his fight against Megidramon is what keeps the Digital World from being destroyed.
- Your Head Asplode: A more family-friendly version, but Makuramon is destroyed by Beelzebumon this way.