As Genie marches on, Zahrah worries that prime minister Rasheed may be plotting with the 39 Thieves against the Sultan, and how the Cosmos Stone may be in the palace. In orbit over Earth, Drs. Ancient and Cretacia have finished their project for Spectre, the Cosmos Stone Locator, but he wants its general coordinates to be exact; Foolscap is dispatched to follow the detector's latest reading. In Max's stolen house, the parents prepare for their escape. As Zahrah enjoys the sun, the D-Team swelters in it, except Rex, who's enchanted by Zahrah. Then the 39 Thieves confront them, forcing the Alpha Gang to fight dinosaurs for them (though Dr. Z's rather into it); though Zayid lassos Zahrah in the confusion, Chomp frees her, and Zahrah gives him a kiss in thanks, shocking him and Zoe.
Defeated, the Alpha Gang and Thieves retreat, Zoe getting frustrated that neither Max nor Rex realizes what's up with the other regarding Zahrah. At an oasis, the Thieves demote the Alpha Gang from partners to prisoners for their failure to capture the princess, On the Space Pirate Ship, the parents let the Gel Jark guards distract themselves by failing to play baseball, climbing down their rope ladder through the hole dug in the dirt block. They traverse a vent to the dinosaur room, where they're discovered by a crowd of Gel Jarks, which Dr. Drake releases the dinosaurs on, leading the parents out the chute he'd found before and teleporting down to the desert.
Taking the night in an oasis, Zahrah comments on the inherent bond Max and Chomp share, something she's never felt, always treated different as a princess; Max points her to Genie. Then Rex awkwardly tries pointing to himself, getting into an argument with Max about hogging her time. In the royal palace, minister Rasheed plans to force Zahrah to marry him when she arrives, so he can replace the Sultan with Zayid's help. Later, Rex apologizes to Max for snapping, admitting his crush on Zahrah as Max tries not to admit his, instead pointing up at the beauty of the stars, the same stars seen back at the D-Lab, and by their escaped parents…now suddenly surrounded by Gel Jarks.
With Dr. Z threatened (and remembering Helga's threat of no strudel if he gets harmed), the Alpha Trio send their dinosaurs to attack the Sultan's palace for Zayid, easily overrunning it. The next morning, Foolscap attacks the D-Team's campsite with Gel Jarks and Pachyrhinosaurus, refusing to believe that they don't have the Cosmos Stone; after a short struggle he's defeated, retreating without his dinosaurs.
The D-Team wonder why Foolscap thought they had the Cosmos Stone, still unaware Genie swallowed it. Then Genie stops, Max climbing down to show him that the way ahead is safe, before he starts sinking in quicksand…
D-Team & Genie vs. Alpha Gang
The 39 Thieves confront Genie and the D-Team, having Dr. Z and Zander summon Terry and Tank, who ram and shove with Genie. Max summons Chomp to ram Terry, but he's knocked away with a tail swat. Tank slashes Genie with Quake Saber, so Rex summons Ace, who knocks Tank away. Chomp rams through Terry to stomp down on the rope Zayid is dragging Zahrah with. Chomp then uses Gatling Spark to defeat Terry.
Dr. Z loses
Ace and Tank cross tail smacks, turning for Ace to flip Tank away. Ursula shouts to fight harder, but Zander admits the battle is over, the 39 Thieves already having left, and recalls Tank as they follow.
D-Team & Genie win
D-Team & Genie vs. Foolscap/Pachyrhinosaurus
Genie awakes to find Gel Jarks surrounding the group, roaring them back. Max summons Chomp to knock them away. Foolscap demands the Cosmos Stone and summons Pachyrhinosaurus, who charges Genie; Chomp meets it head-on, but is tossed aside, so Rex summons Ace. Pachyrhinosaurus upgrades to its Spectral Armor form, launching Ace up and bouncing him aside. Chomp tries assisting, but his feet are glued to the ground by the Gel Jarks. Foolscap activates Anhanguera Dive, summoning an Anhanguera who rams and quickly defeats Ace.
Zoe summons Paris as Chomp tears away from the Gel Jarks, both taking their DinoTector forms. Paris springboards Chomp past Anhanguera to block Pachyrhinosaurus from Genie again, who roars more Gel Jarks away from Zahrah. Zoe triggers Green Impulse, summoning Tupuxuara to chase down Anhanguera and drag it across the ground, defeating it. Chomp uses Ultimate Thunder on Pachyrhinosaurus, destroying its Spectral Armor and defeating it. Max reclaims its card and Zoe probably Anhanguera's.
D-Team & Genie win
- Pachyrhinosaurus dinosaur card
- Spectral Armor Pachyrhinosaurus dinosaur card
- Anhanguera Dive move card (featuring Anhanguera)
- The Japanese title refers to "Arabian Nights", the common English name of the One Thousand and One Nights story compilation, several later entries to which this arc draws inspiration from.
- Several lines early in the episode refer to Genie as female, despite being referred to as male both before and after, even later in this same episode, likely a script or dubbing error.
- When Zander activates Quake Saber for Tank, he strangely says "Alpha Slash", the phrase used to summon a dinosaur instead of use a Move.
- This is the last episode in which a main Alpha Gang dinosaur is defeated by a main D-Team dinosaur, in this case Terry by Chomp.
- Perhaps because of an dub error, Foolscap pronounces Anhanguera's name as "anne-hann-gera".
- By animation error, Ace returns to a Wind Move Card when defeated instead of a Wind Dinosaur Card.
- Although Move Card Dinosaurs fought against each other several times before in the anime, this episode is the only one in which a Move Card Dinosaur was defeated directly by another Move Card Dinosaur, in this case Anhanguera by Tupuxuara (Seismosaurus defeated Supersaurus by defeating Altirhinus, not directly).
- When Anhanguera is defeated, it glows purple because it was summoned by a Spectral Armor Dinosaur. Had it been defeated by defeating Pachyrhinosaurus, it would have glowed yellow like a Lightning Dinosaur, since a Normal Move Card Dinosaur takes on the color of the Attribute of the dinosaur that summoned it, as seen with Pawpawsaurus.
- When Pachyrhinosaurus' card floats down, it is Yangchuanosaurus' card, but it is Pachyrhinosaurus when Max catches it. This is likely because they had recycled the animation from Yang's episode and forgot to change all of it.
- Although Foolscap doesn't seem to notice Genie while there, two episodes later he had apparently told Seth about Genie, which inspired Seth to suggest Shear control Genie instead of returning for a new dinosaur.