Hydron discovers that a fellow prisoner is none other than Gus Grav, who was presumed dead in episode 39. Meanwhile, Runo, Julie and Mira prepare a cake for Keith to officially celebrate his joining the Resistance. However, Keith's mind lingers elsewhere, something that Mira notices but Keith brushes off. Dan suggests that instead of waiting for Zenoheld's attack, they storm the palace. Keith, however, is too impatient and takes his ship to the Vest Palace on his own. A battle quickly ensues and Gus feels Spectra needs his help, so he tricks Hydron into battling so their bakugan can free them from their cells and Gus leaves to help Spectra while Hydron is left on his own. When Zenoheld nearly defeats Spectra, Gus arrives in the nick of time, shocking Spectra who is happy finding out that Gus had survived. The two then battle together, giving them the upper hand against Zenoheld. Partway through the battle, Prof. Clay informs Zenoheld that the Alternative System, a giant airship modeled after Farbros, is complete and targets Spectra and Helios for a test fire. The blast sends Spectra's ship flying and takes a huge chunk out of a small planetoid, with Spectra and Gus just barely escaping the impact. Farbros links with the Alternative System and King Zenoheld declares his quest for intergalactic domination to begin.
