|This article is about a/an episode in Ultraman X.|
An Alien Zarab sends Bemstar to Earth in order to destroy it! Daichi is missing after getting caught in the beast's rampage, causing Asuna to lose control. After her failed attack, Ultraman X is absorbed into Bemstar! At the same time Wataru and Hayato pursue the Zarab alien, their rivalry prevents them from being able to complete their task of defeating the alien. After being reminded of the value of teamwork by Captain Kamiki, the team regroups, intent on rescuing X!
One day, the members of Xio are sparing when Hayato and Wataru are seen letting their session become exceedingly aggressive, ultimately causing Asuna to break them up. Hayato and Wataru's bad blood however remains unsettled and are about to get into another fight when Xio is taking a lunch break. Before they can fight however, Xio gets wind that an Alien Zarab has appeared in Area S-4 and plans to destroy the Earth with the help of his monster, Bemstar. Xio is immediately launched into action while Bemstar attacks a Pharmaceutical Factory in order to feed. The situation becomes serious when Bemstar begins absorbing Xio's attacks and takes Daichi out of action, causing Asuna to lose her temper and attack Bemstar erratically. Luckily, Daichi survives the attack and transforms into Ultraman X to battle Bemstar instead. As Ultraman X battles Bemstar, Hayato and Wataru corner the Alien Zarab and prepare to finish him off, but the two once again get into an argument, causing Alien Zarab to escape and destroy the Factory he was hiding him.
During the Ultra and Monster's battle, Bemstar's gorge opens up and Ultraman X is inadvertently and shocking absorbed by Bemstar while the Monster is eating! With the Ultra out of the way, and the contents of the Factory eaten, Bemstar flies away victorious. Asuna, Hayato, and Wataru return to the site where Daichi was attacked earlier, only to find that all that remains is his Spark Doll of Gomora, believing that he was killed by Bemstar. Back at Xio's HQ, Asuna, Hayato, and Wataru are scolded by Captain Kamiki and Tachibana for letting their recklessness get the best of them, reminding them that as a team, they must work together when there is a crisis at hand. Xio then learns that the Alien Zarab has returned, this time at another Factory in Area S-9. With a chance to redeem themselves, Asuna, Hayato, and Wataru put their differences aside to take down the Alien to avenge Daichi. Confronting the Alien, Xio's members uses their sparing training from before to overwhelm Alien Zarab in battle. However the fight becomes serious when Alien Zarab grows into a Giant Form to get rid of the Xio Members. Xio however is ready and after combining the Porthos with the Musketty, Hayato and Asuna distract Alien Zarab while Wataru finally destroys Alien Zarab with the Ultlaser.
Meanwhile, Bemstar is seen sleeping on the Moon while Ultraman X is slowly being dissolved inside of the Alien due to it's acidic digestive system kicking in. Inside the Alien, Daichi notices that his Gomora Spark Doll is gone and he reveals to Ultraman X of his attachment to the Spark Doll after his Parents where killed by the Ultra Flare 15 years go. In turn, Ultraman X reveals to Daichi that as a result of his fight with the purple ball in his first appearance, his parents' death was inadvertently his doing after the ball was knocked into the Sun. Back on Earth with Alien Zarab out of the way, Rui and Mamoru arrive on the scene with Xio's Aramis, revealing that they've retooled it for Space Travel in the hopes of rescuing Ultraman X from Bemstar. As Hayato and Wataru take off in the Space Musketty to attack Bemstar. Rui and Mamoru also reveal to them that by studying Telesdon's Spark Doll, the Musketty now has a Lava Blast feature, allowing it to protect Hayato and Wataru from being eaten by Bemstar's Gorge as well.
Using the new feature, Hayato and Wataru blast Bemstar's Gorge, destroying it and freeing Ultraman X from being digested! Now freed from Bemstar, Ultraman X resumes his fight with the Alien Monster. Ultraman X has no trouble picking up where he left off beating up the monster, and after striking him with his Attacker X ability, Ultraman X destroys Bemstar with the Xanadium Beam. X then returns to Earth and Daichi reunites with Xio, revealing to them that he is still alive, to their happiness.
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- This is the first episode in the Ultraman X series in which a Cyber Monster's data was used for Xio's weapons instead of Ultraman X himself. The Monster they used was Cyber Telesdon.
- This episode marks the first time in which Bemstar had absorbed an Ultra into him. An attack that was (at first) primarily exclusive to his Video Game appearances.
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