Star Saber's group of Cybertrons are leaving Micro, and are heading back to Earth. Inside Galaxy Shuttle the Rescue Team and Jean are looking back at the planet they are leaving behind, and everyone starts to mock Holi about the fact that he's had to leave Clipper once again. He tells them all to shut up.
Elsewhere in space, the Thunder Arrow heads towards the dark nebula. Deszaras knows that this is where his fortress is, and has Gouryuu activate the ship's magnetic field. The Thunder Arrow heads into the nebula, and soon is in front of the fortress.
The ship heads inside the fortress. Deszaras says that with this fortress, the Destrons will tower over all. He has come here for a reason, and the Thunder Arrow releases some energy into part of the fortress' systems. Deszaras smiles as the systems turn on.
The Thunder Arrow heads back outside, but as it does, the fortress' systems shut down once more. The Dinoforce tell their leader, but he is well aware. The energy they just used was nothing, he just wanted to know if the fortress could be reactivated or not. It seems it can be reactivated, meaning it could be released from this nebula. Deszaras wants to release it right away, so he can conquer the galaxy as soon as possible. It was because of the one who dared to seal the fortress away...Star Saber...
Many years a go, Deszaras wanted to become the "Emperor of Destruction" -the highest ranking Destron. He had a massive fortress constructed for which he could reign from. The fortress was completed, but Commander Star Saber learnt about it. He led a large Cybertron force to the fortress, and an all out battle began.
As the Cybertron and Destron troops fought with each other, Star Saber encountered Deszaras. The two fought, but Star Saber just wanted to cause a distraction. After a few minutes, some of his troops contacted him, saying that their operations had been completed. Star Saber immediately told all of the Cybertrons to retreat.
Some Cybertrons had installed gravity boosters across the fortress, which were now ready to be used. The Cybertrons backed away, as Star Saber activated the boosters.
The boosters turned on and absorbed the fortress' energy, causing it to lose power and change course. The Destrons couldn't do anything about it, as Deszaras swore he would crush Star Saber with his bare hands for this. The fortress moved into the dark nebula.
Back in the present, Deszaras rages that he wants to crush Star Saber right now. He tells his fortress to be patient, as one day he will release it from the dark nebula. Yokuryuu runs in and says he just picked up two Cybertron ships on the radar -and one of them is Star Saber!
The Thunder Arrow closes in on the Cybertrons, and starts firing at them. Star Saber tells Holi to move out to a safe distance, as he turns around and fires back. But as he passes the Thunder Arrow, Deszaras appears and jumps on top of him.
Star Saber leaves the V-Star. Deszaras gets off it as it transforms and unites with Star Saber to form his larger robot mode. Holi wants to help Star Saber, but the Dinoforce are still inside the Thunder Arrow, and resume shooting at Galaxy Shuttle.
They come alongside Galaxy Shuttle and activate an energy tube. The energy tube creates a hole in Galaxy Shuttle, along with a bridge the Dinoforce use to get across. Holi tells everyone they must defend Galaxy Shuttle, and they must not let the Dinoforce take one step inside.
Back at the other battle, things are fairly even-sided until Deszaras sends out his two Breast Animals. They fight and distract Star Saber, allowing Deszaras to take advantage and use his mace to restrain one of his hands.
He then moves in and slices into his opponent. Meanwhile the Dinoforce run as fast as they can to the other side of the energy tube, but as they near Galaxy Shuttle, the Rescue Team stop them by throwing junk at them.
The Dinoforce quickly recover and barge their way in, but as they do, Fire forces them to go back the way they came by using a high pressure water blast. The Dinoforce are sent back to the Thunder Arrow.
Star Saber is still being badly beaten, when he transforms to his jet mode. Deszaras goes after him, and the two clash. But Star Saber has taken then hit, and as he transforms back to robot mode, there is a large slash in his chest.
Deszaras transforms and then reveals his most powerful weapon -the living-metal-destroying cannon! He starts to fire upon Star Saber.
Gouryuu has a new plan, which is to just destroy the Cybertrons. He has a bomb sent over via the energy tube, and the Rescue Team have no idea how they are going to stop it. Jean thankfully does have a plan, and heads on top of Galaxy Shuttle to use his control arms. He uses the arms to get a piece of metal rope and start to tie it around the energy tube. He does this just as the bomb is about to enter the shuttle.
Since the bomb can't go and further, it goes backwards instead. The Dinoforce panic and shut the door, but the bomb crashes through and bounces around inside the Thunder Arrow.
It eventually blasts through another part of the ship. Whilst the Dinoforce have all survived, Gouryuu wonders why the bomb didn't go off. Kakuryuu realises it was his own mistake -he forgot to put the ignition key in! The Thunder Arrow has been damaged, and the energy tube between it and Galaxy Shuttle is destroyed.
Deszaras has transformed back to robot mode, and has Star Saber at his mercy. Deszaras says previous Destrons Emperors have failed to conquer the Earth and destroyed themselves, but he won't. He'll resurrect his fortress, and then take the Earth. Galaxy Shuttle then comes in and fires on Deszaras, but he tells the small fish to begone. He fires on the shuttle, causing major damage.
Deszaras tells Star Saber he'll send them to hell as well later, but he can go there first and wait for them. He fires his cannon, only for the shot to stop just before Star Saber. Deszaras is out of energy, and his cannon breaks apart in his hands. He cannot even summon his sword. It seems he has used up too much energy when he tested his fortress earlier.
He then hears Gouryuu screaming for help, and sees that his ship is out of control. He tells Star Saber he can live for now, but not for a second time. He then heads off towards the damaged Thunder Arrow. Star Saber realises he cannot underestimate Deszaras' power, or his obsessiveness.