Myotismon surrounds Odaiba in fog and has his followers capture all families living in the city. Among the prisoners, Sora and Mimi try to plan an escape, using Joe's Buddhist mantra to weaken the Bakemon. However, Phantomon is unaffected and DarkTyrannomon overpowers Togemon. After Togemon Digivolves into Lillymon to tame DarkTyrannomon, she finds herself facing Myotismon while Biyomon Digivolves into Birdramon to drive off Phantomon.