It's a dark and stormy night and an Iron Kong and a group of Dark Horns approach a base. Colonel Karl Schubaltz jumps out of the Iron Kong and goes through a security clearance, saying that he's the leader of the Panzer division of the Imperial army. Riece is in that base. Karl goes inside the base and meets up with a guy. He tells the guy that they recieved a distess signal from this base, and came to check it out. The guy says that they didn't send out a distress signal, but Karl still wants to look around. They go in an elevator and the guy says that they've been dismantling a snow generation jamming device and that might have emittted a signal. When the elevator doors open, some armed soldiers block their way, and Karl wants to know what's going on. The guy says that they've been chosen. A blue Double Sworder is on the ceiling and it releases a swarm of little blue bugs.

The next day, Thomas Schubaltz sees the Panzer symbol at the base where Karl went to. Van is told of that base, which disposes of weapons, and that it has been taking over. They recieved a strange transmission saying that a new world will be born from the flames of judgement. Van figures out the Riece is at that base and is controlling everyone there. Thomas then arrives and says that the temperature inside that base has been rising, which means the cooling system of the reactor has been shut off and it will explode in two hours. Thomas shows that the explosion will be huge and wipe out most of the Republic and Empire's good territory. Thomas and Van get ready to go into the base and Thomas wants Van to leave, but Van really wants to help. Fiona notices that Thomas is acting strange. Van sees the Panzer division flag at the base.

In the base, Riece takes control of Karl's mind using one of her little blue bugs. She comments about his strong willpower, but he she got him in the end. Outside the base, Thomas and Van see that there are only two ways to get to the reactor. Van will go in the narrow path without a Zoid, and Thomas is going to go through the large path with his Dibison. Thomas gives Van some of Beek's equipment, the gun, to help him. They split up and go in different ways, but after a while they are both attacked by Molgas, with Van's ones being the miniature versions. Thomas shoots them with his Dibison's guns and gets rid of them, and Van and Zeke fight off the ones in their path. Fiona and another soldier are outside the base monitoring Van and Thomas, but Specular breaks into where they are and takes Fiona.

Riece talks with Fiona, Fiona bites her finger (go Fiona!!!), and Riece shows her how Van and Thomas are doing. Thomas tells Van that Karl is in the base and how when they were younger, Karl always was better than him at everything, like academics and martial arts, but Thomas was the best with machines. Thomas says that Karl told him that he relies on machines too much, but Thomas plans to do great things with his machines. Then Van is attacked by some soldiers controlled by Riece and Specular, and Thomas is attacked by an Iron Kong, piloted by Karl. Thomas tries to get through to Karl, but he can't and his Dibison is beat up by the Iron Kong.

Van throws a gas bomb which puts all the soldiers to sleep. Then the guy who talked to Karl earlier shows up with a sword, but Van breaks it with his knife and kicks him the the face. Then a miniature Molga comes up behind Van with a time bomb. Fiona watches in horror as it explodes, and Riece, using a radio, orders Karl to finish off Thomas. Fiona knocks the radio out of Riece's hands and breaks it. Karl regains control of his mind, but he can't control the Iron Kong.

Karl orders Thomas to finish off the Iron Kong, even though he will be killed in the process. Thomas uses the Dibison's horns to pierce the Iron Kong in just the right place to stop it from moving. Thomas says the Karl should trust in his knowledge of machines, and Karl admits that Thomas is right. Van bursts into the room where Riece and Fiona are and Riece and Specular retreat with their Double Sworder, with Riece saying that they are still doomed. Van admits that he sent Zeke to turn on the cooling system while he came here to help Fiona. Zeke manages to complete his task before the reactor explodes, and Karl and Thomas watch him faint after he finishes. Later, Thomas runs to Fiona, tripping once, and tells her what happened. Van and Karl talk about Thomas.

Quotes:

"There's something wrong with Lieutenant Schubaltz today." -Fiona
"You know, sometimes I think that you rely a little too much on your machines." -Van Freiheit
"How dare you! I would have taken you with me!" -Riece
"I'm not exactly sure how you just did that, Thomas, but it was a good move." -Karl Schubaltz
"You gotta' learn to have faith in my knowledge of machines, Karl." -Thomas Schubaltz