Continuing from the last episode, Ginrai is worn-out from fighting the now mechanized Hydra and Buster, but Overlord has no intentions of letting him rest. While they duke it out, Ginrai tasks the others to find and stop BlackZarak. Coincidentally the ex-decepticon-juniors (Clouder, Cancer, Wilder, and Bullhorn) plan on eliminating BlackZarak as well. As for Ginrai and Overlord they continue to battle, but Overlord refuses to use his weapons in the fight as he wants to prove that their human-physiologies are not as weak as he thinks, even when Ginrai attempted to use a weapon, who was stunned to think Overlord would think so highly of Devil Z. After Grand takes him down both fallow the others toward BlackZarak...