The Resistance split up into groups to cover more ground of the Vestal palace. Shun and Baron encounter Mylene and Volt while Ace and Marucho face Shadow and Lync. At first it looks like things are going well but Dr. Clay uses the palace to send the Vexos’ bakugan more power while lowering the power level of the Resistance. Shun and Ace are both defeated and lose the Darkus and Ventus attribute energies. As the others race to find Dan, he and Mira battle Hydron with the Pyrus attribute energy at stake, while Spectra presents a proposition to Dr. Clay.