A flashback sequence from ten years ago reveals the origin of the development of the D-Project. In the present, Ostrum continues to do battle with Atrum, and after they both return to their Communicator forms, Kasuga tries to explain why he is protecting humans. Meanwhile on Mars, Toa tries to get Asim to allow her to change into her original form so she can escape, but fails to do so. Back on Earth, Otsolm and Kasuga battle in their Communicator forms, but when Ostrum senses another dragon [Gio], he leaves in order to dispose of him. On Mars, Nanami decides to free Toa in order to get her to save Earth, but is subsequently shot in the back by Garnet, who once again confines Toa. Figuring out Toa is on Mars, Jin and Gio head towards space, but after the Lindworm and Vritra Units fail to destroy Ostrum with the Type-X warhead, they return to finish the job using the warhead.
