The centipede makes Max fall off the cliff face and into the water below; mocking his fear, another centipede drops onto the Shogun, and he also falls, making Max swim him back up, but while down there, Max sees an opening in the wall.
The D-Team swims into the caves behind the waterfall, soon finding a fork in the tunnel and heading left at Tokugawa's choice. Meanwhile, the Alpha Trio wander the cave until finding the bear cub, and also papa bear; their echoing screams make Zoe grab the Shogun in fear, his resemblance to her dad getting to her. Back at Hamamatsu Fortress, Dr. Drake refuses to partake in battle at Mikatagahara, which he knows is a bad loss for Tokugawa's forces, but he is armored and dragged off to lead the army regardless. Hanzo is also back to searching for the real Tokugawa, following his trail west; unseen, Gabbro follows him.
The Alpha Trio is being chased by the two bears, Ed summoning Terry…behind the bears. The chase continues until they run into the D-Team and Shogun (who has no more directions past this point), Terry using Volcano Burst, which heads into the crowd and causes a rubble pile to trap Zoe, Tokugawa, and the bear cub. Chomp and Ace are summoned to help clear the rocks, papa bear "suggesting" the Alpha Trio help, too. During this, however, Ace is drawn off down a cave, discovering a palette holding the White Cosmos Stone. Dr. Drake frets over his small force opposing Takeda's huge army, knowing Tokugawa survives, but not being the real Tokugawa, he doesn't need to to match history; he is nervously forced to give the order to charge. Shear is brought to meet Takeda; though skeptical of its existence, he orders the Kunoichi to get the Half-Moon Stone before Tokugawa, and realizes the Shogun can't also be here leading the army.
Inside the rubble, Tokugawa and Zoe start to smooth things over, telling how her father is a doctor she's going to great lengths to save, Tokugawa letting her lean on him for a bit of comfort. Hanzo finds the cave the Alpha Trio entered through, but is knocked out by Gabbro. With the rubble cleared and everyone freed, the bears start chasing the Alpha Trio again, Rex bringing over the Cosmos Stone just as Gabbro arrives. He summons Baryonyx, but during the ensuing battle, he makes a grab for the Stone. Rex wrestles for it, throwing it for Max, but Hanzo snatches it; he tries fleeing with the Shogun as Zoe pleads not to. With Gabbro held at bay by dinosaurs, Hanzo reveals Tokugawa's double and the battle at Mikatagahara, prompting the Shogun to leave with him, tossing a smoke bomb to briefly stop Gabbro from following, loosing his dinosaur to the D-Team; Zoe wonders if this Shogun lookalike could be her dad.
When the D-Team exits the cave, the Alpha Trio races past, still chased by the bears. Suddenly, an even bigger bear appears in front of the D-Team and roars…
D-Team vs. Gabbro/Baryonyx
Pet-sized Ace bites Gabbro's hand as he reaches for the White Cosmos Stone, so he summons Baryonyx. Rex summons Ace full-size, the two headbutting before Ace flips Baryonyx, who manages to land on its feet. Baryonyx ensnares and tosses around Ace with Aqua Whip. Max and Zoe summon Chomp and Paris, Chomp tackling Baryonyx to break the Aqua Whip.
(as Gabbro reaches for Rex and the Cosmos Stone, Ace jumps up and bites his hand, but is thrown off)
-Gabbro: "Hey, pick on someone your own species!"
- The English title of the episode is based on the phrase "Lions, tigers, and bears, oh my!" from the 1939 MGM classic film, The Wizard of Oz (but not previous book/movie iterations of the story).
- Despite the title, the ninjas mentioned only appear in one short scene talking to their leader, being the least threat in this episode of the entire arc.
- Zoe is trapped in rubble caused by a Fire Move for the second time.
- When Baryonyx slams Ace into the ground with Aqua Whip, the hits are in time with loud beats in the battle's background music.