Ginrai wants to find the Destron base, and has the Cybertrons search for it. But despite their efforts, they can't find any signs of it anywhere. Metalhawk contacts Shuuta and tells him to collect a sonar device he left in the ocean, so they can analyze the data on it.



Shuuta goes to where the sonar is, but Clouder appears and tells him not to waste his time. When he is in his Cybertron robot mode, he can listen in to any of their communications frequencies, so he knew where to find him. As they begin to talk, Hydra just happens to be passing by and sees them. He lands his transtector and goes in to listen to them, as Clouder says he will reveal where the Destron base is. Shuuta is hesitant to contact Ginrai, and says he will go with Clouder himself. If he really does take him to the base, then he will contact Ginrai.



Clouder transforms to his Destron eagle mode as he and Shuuta enter the ocean. Hydra quickly contacts Buster, who informs Giga and Mega about Clouder's plan. They are surprised at his betrayal, but Giga has a plan of his own. Meanwhile, Doubleclouder and Shuuta head into one of the base's secret entrances.



The two go through a door, which closes behind them as the water drains out. They move up to a second door, but Doubleclouder finds that he can't open it. He tells Shuuta to hide behind some rocks, as he calls out to the Destrons to let him in. However, a device comes down from above and blasts him.



Shuuta also gets blasted as Giga and the others see that the first part of their plan has been a success. Giga reports to Devil Z, saying that he wants to lure Ginrai to their base and then defeat him here. Devil Z warns that he cannot allow failure should Ginrai find where their base is. Giga says he understands.



The Cybertrons are on Matar Island, using Grand's ship as a base. Hawk picks up a signal, and tells Ginrai about it. The signal is from Overlord -who says that one of their minions was kind enough to show up at their base without even being asked.



In the Destron base, the Destrons know that the Cybertrons will come immediately. Overlord only wants Ginrai to come though, and tells some of the Destrons to move out and attack some major cities, as part of a divide and conquer strategy. Shuuta and Doubleclouder have been put into a cell, and Shuuta starts to beat up Doubleclouder, cursing himself for trusting him even for a second. Overlord calls out to him, saying that if Clouder had set him up, then why is he in the cell with him? He thanks Clouder for bringing him here, but as he betrayed them, his fate will be the same as Shuuta's. Clouder says that they were the ones who betrayed him -when he was in the Cybertron base, Turtler and the Seacons left him for dead. Overlord apologises for this action, but Shuuta's fate will still be the same. He will die alongside his Commander.



Inside Grand Maximus, Hawk has traced Overlord's signal and the Cybertrons see that the Destron base is on the ocean floor, 23 kilometers from Hawaii. Grand says that the Destrons gave away this information too easily, and it must be a trap, but Ginrai says he must go and save Shuuta. Lightfoot then contacts them, saying that the Destrons have shown up in three different places across the Earth. Hawk knows that the Destrons are trying to split them up.



Ginrai decides to send out the Cybertrons to deal with the Destrons, whilst he heads to their base. At the base, the Destron Headmaster Juniors discuss what Clouder said. Cancer is not happy that Turtler left Clouder, a comrade, for dead. Wilder isn't sure they can trust Cancer, whilst Bullhorn is more concerned about Cancer's attitude -doesn't he like being a Destron now? Meanwhile, God Ginrai enters the sea, and is soon spotted by Overlord and Turtler.



As God Ginrai closes in on the base, he is attacked by several Seacons. After destroying them, he uses a Godcannon shot to blow up one of the base's entrances.



He heads inside and destroys any other Seacons who challenge him. Overlord tells Turtler to go and get Shuuta, so he transforms into King Poseidon and heads out.



God Ginrai comes across two tunnels and isn't sure which one he should go down. He decides to go down both of them, and reverts to his Super Ginrai mode. He tells Godbomber to go and look for Shuuta via the right tunnel, whilst he checks out the left one. As Super Ginrai heads through the left tunnel, he comes across Overlord.



Overlord reveals that King Poseidon has Shuuta, and tells Super Ginrai to throw down his weapons. As Super Ginrai does this, Overlord attacks him, saying he has come courage to come here whilst knowing that this would happen. Despite him being the Commander of the enemy, he still has to commend him. Meanwhile Godbomber enters the room King Poseidon is in.



King Poseidon reports Godbomber's appearance to Overlord, and then starts shooting at him. With Shuuta's life still at risk, Godbomber cannot fight back either and gets blasted. As this is going on, the other Cybertrons are fighting the Destrons across the world.



In West Germany, Lightfoot and Road King fight Hydra and Buster. In Moscow, Grand Maximus is in battle with BlackZarak. In Geneva, Diver, Phoenix, Lander and Ranger fight against the Destron Pretenders and some Seacons. Whilst these battles take place, none of the Cybertrons realise the danger that their Commander and Shuuta are in.



Back in the base, the Destron Headmaster Juniors run into the room where King Poseidon is, and see that he has Shuuta. Cancer also sees that Overlord is stomping on Super Ginrai, whilst King Poseidon is clearly hurting Shuuta. Cancer can't take it any more.



He tells King Poseidon to stop, and takes several shots at him, destroying on of his arms. He drops Shuuta, and returns fire at Cancer.



Overlord sees what has happened and tells Cancer to throw down his gun, but he refuses. He joined the Destrons to become stronger, but they are all just a bunch of murderers! As Overlord tells him to calm down, as fighting his own allies with accomplish nothing, Super Ginrai sees his chance and sweeps Overlord. He tells Godbomber to get Shuuta and then get out of the base.



King Poseidon towers over Shuuta and is about to kill him when Cancer runs forward and starts shooting. King Poseidon shoots the gun out of his hand, and then tells him that if he wants to die this badly, he'll take care of him right now.



However, before he can fire, he gets blown apart by a Godcannon shot from Godbomber. Godbomber picks up Shuuta and leaves the room. Bullhorn tells Cancer to leave with them, as he is no longer safe here. Cancer runs out after the Cybertrons.



Before they leave, Shuuta punches down the door to Doubleclouder's cell and lets him out. Cancer finds them and tells them to follow him to an exit, but Shuuta tells Godbomber to go and help their Commander. He, Cancer and Doubleclouder then head out, but have to destroy some Seacons first.



Godbomber finds Super Ginrai, and they unite to become God Ginrai. Overlord finds him, as God Ginrai says his plan was cowardly. Overlord thinks he should prattle on, but is rewarded for his words with a Godpunch. Meanwhile, Shuuta and the others leave the base.



Shuuta thanks Cancer, who says that he has now come to finally understand his own feelings. Meanwhile, God Ginrai dominates Overlord, knocking him down. But he tells him that their battle will continue at another time, and that he won't let him continue with his evil ways.



God Ginrai leaves the base, and Shuuta is pleased to see him. As God Ginrai takes off, he now knows where the Destron base is. It is the first step in the Cybertron's plan to destroy it.