Rudolf is told that all the remaining forces from the battle with the Death Stinger are heading towards Windeen Lake (spelling might not be right). Van and the others are going to the lake and they talk about a top-secret weapon that's there. It's rumored that the weapon would only be used as a last resort. When they get to the bottom of the lake, they see a huge dinosaur-like Zoid, the Ultrasaurus. Inside the large cockpit, Hermann reports to Krueger that the defense of New Helic City was a failure. The President then arrives in her Hammerhead. Van and the others go into the Ultrasaurus and are greeted by Krueger, who explains about the huge Zoid. They discovered it a while ago and have been working on it for ten years. There are seven power blocks, but only six are working right now. The seventh is still being powered up and will be done in three hours. They need all the power blocks working to re-awaken the Zoid core. Then they have to go to the Empire to pick up something they need for the Ultrasaurus.

Moonbay plays with the controls of the Ultrasaurus and a guy yells at her. She yells back, but sees something outside and then thinks she's just seeing things. Meanwhile, Hiltz is watching the Ultrasaurus. Van has a talk with Hermann, who's given up hope. He gets Hermann to believe that they can win if they try with everything they have. Then the Death Stinger is detected emerging nearby. There are three mountains in its path, so that will buy some time, hopefully. It will take him three hours to go around the mountains and the seventh power block will be working in two. Then, the Death Stinger fires a charged particle beam at the first mountain. Hiltz plans to shoot a hole through all the mountains so he can hit the Ultrasaurus sooner, in 30 minutes. Hermann won't give up, though. Moonbay works on the controls, Fiona and Thomas go to link all the other power blocks to the seventh one so it will power up quickly, and Van and Irvine go to fight the Death Stinger.

When Van and Irvine go out of the Ultrasaurus, they are attacked by Helcats. Karl and his troops back Van and Irvine up. O'Connell gets data from Beek to help them. The Death Stinger will soon be able to hit the huge Zoid. More Helcats take the place of the ones destroyed, so Van makes Karl and his troops retreat because he doesn't want them to waste their time. Van and Irvine keep fighting the Helcats. Fiona and Thomas finish up their job and Moonbay tries to activate the Zoid core, but nothing happens. Hermann runs a check on the links between the power blocks and removes a safety feature. Then Moonbay tries again and the Ultrasaurus wakes up. They pulled off a miracle.

The Ultrasaurus stands up and rocks fall off of it, crushing some Helcats. The Death Stinger can now hit the large Zoid. It fires a charged particle beam and the Ultrasaurus tries to dodge it. There's an explosion and lots of smoke, and then the Ultrasaurus appears unharmed. Van and Irvine continue to fight the Helcats while the Ultrasaurus heads into the sea. Fiona yells for Van to come back alive because she's always believed in him.