Hermann and O'Connell are going to the Red River Base. They pass security and another truck comes a moment later. The driver claims to be a Republic engineer, and he gets into the base too. Then, the guy, who Karl Schubaltz trained with once to test out black Redlers, throws off the blanket used to cover him. They plan to steal two Storm Sworder Stealth types, SSS, from the base. Hiltz stands on a cliff watching.

The Blade Liger and the Command Wolf are towing Moonbay's Gustav to the Red River base. They figure that Shadow must have taken control of the Geno Saurer in their battle with Raven, but they don't know why. Fiona has a bad feeling (and we all know what that means). At the base, the two guys in the truck that snuck in order some black Redlers to drop bombs on the base. They get to the two SSS units and try to steal them, but O'Connell and Hermann stop them. Ambient helps the two guys out and they steal the SSS units. Then they join up with the black Redlers, but cut them down because they don't need them anymore. Hiltz watches them from a cliff, again.

Van and his friends get to the Red River base. They figure that the SSS units will have to come back to the base to get the command options that haven't been installed. Van thinks up a plan to stop them. Meanwhile, Riece confronts Raven, but he forces her to leave since she was going to stab him. Hiltz and the two guys who stole the SSS units talk, and then the two guys leave. Everyone at the Red River base prepares for the attack. Fiona calls for help without telling anyone. When it's almost dawn, the SSS units attack by dropping Redler bombs. Irvine and two Cannon Tortoises shoot in the general direction of the SSS units. It turns out that they were shooting paint bombs, since now one SSS unit is covered in bright, glowing, green paint.

The Blade Liger is launched from a Storm Sworder launch pad and Van uses the extra thrust to reach the SSS unit and slice through it with a blade. Van will need three minutes to get back into position. The remaining SSS unit cuts down Hermann and O'Connell, who were in Pteras units, and Moonbay is piloting the only Pteras left. She is about to be cut down when Rosso and Viola arrive to save the day. Rudolf is flying with Rosso, and Viola gets cut down. Rosso and the SSS unit get into an aerial battle. Rosso, who is guiding his Zoid with his spirit, beats the SSS unit with a skilled move. Then he leaves to find Viola. Hiltz, again, is watching from a cliff and comments that that could have gone better. Van gets back to his position and wonders what happened and where everyone went.

Quotes:

"I just have this really bad feeling that something much worse than we've faced is coming." -Fiona
"Well, of course we're willing to help you out in any way we can." -Van Freiheit
"This is Irvine. I'm about to die of boredom out here." -Irvine
"You always did rely too much on the capabilities of the machine." -Rosso
"Well that certainly could have gone a lot better." -Hiltz