Seth has unleashed his Black Tyrannosaurus upon the city. The D-Team tries to stop them, but Chomp, Ace, Paris are no match for the looming dinosaur. Dr.Z summons Terry but the plan fails. Seth holds Zoe hostage to get the D-Team to surrender their Dino Holders, which will power the Backlander. To reclaim them, the D-Team, Jonathan, and the Alpha Gang infiltrate the Backlander, which fails when Dr. Z sneezes in his Alpha Droid disguise. Jonathan manages to rescue them after rebuilding Helga. When they reach the control room, Spike uses his whip to reclaim the Dino Holders, causing Seth to summon Saurophaganax upon them. With some advice from Dr. Z, Max and Rex combine their Move Cards, allowing Chomp and Ace to defeat and recapture Saurophaganax. However, Seth still has one more trick up his sleeve - his Black Tyrannosaurus!