Meanwhile, the Spectral Space Pirates arrive in Ancient Japan, and Shear is sent looking for the Cosmos Stone. When Dr.'s Ancient and Cretacia are taken to build a Cosmos Stone Locator, Dr. Drake goes to tend to the Space Pirates' dinosaurs. It is also revealed that Seth has been rescued and recruited by Spectre.
The Backlander returns (Jonathan and Helga had been out shopping and turned it off) and follows the Pterosaur to Ancient Japan. There, Shogun Tokugawa and his samurai bodyguard, Hanzo, are on the run from a group of female ninjas sent by Takeda. They run into Shear, who summons a Gojirasaurus, and Tokugawa is separated from the group. Tokugawa runs into the D-Team before Shear and her Gojirasaurus show back up, when Chomp is called out to battle.
Nearby, the Alpha Gang (on Dr. Z's orders to find and capture dinosaurs) goes into a cave. And on the Space Pirates' ship, in a freak accident, a Utahraptor gets free and pushes Dr. Drake through a ventilation shaft, and is teleported onto the surface world outside, where he is found by Hanzo.
In the fight between Gojirasaurus and Chomp, Gojirasaurus is winning when Ace is summoned in, and eventually hits Gojirasaurus with Hurricane Beat, but before it returns to its card, it knocks Shear into a tree, giving her amnesia, and she is dragged of by the ninjas. Rex reclaimed its dinosaur card.
Meanwhile, the Alpha Gang finds and is chased by a bear, a chase which continues on-and-off throughout the entire story arc.
Shear vs. Max/RexEdit
Shear's Gojirasaurus attacks the D-Team and Tokugawa, so Max summons Chomp to fight it. Gojirasaurus smashes Chomp into a boulder, so Rex summons Ace, but Gojirasaurus slams him into a tree. Shear activated his Spectral Armor form, only making him even faster, letting him easily down both Chomp and Ace. They then activate their DinoTector forms. Chomp attacks with Plasma Anchor, but Gojirasaurus absorbs it with Defense Burst and fires the attack back. Ace then uses Hurricane Beat to defeat Gojirasaurus, destroying its Spectral Armor, but before he returned to a card he was slammed into Shear, knocking her into a tree and giving her amnesia.
- This is the first episode to feature all seven of the main dinosaurs' chibi forms as of season 2, including Brontikens.