The episode starts with the last few seconds of the previous episode. Pegasus then enters scheme of delivering hard hitting blows to Nemesis, preventing it from countering. Everyone around the world is seen cheering for Gingka as he fights for the fate of everyone, as Tobio and Ryuto are also seen.
Nemesis then uses it's Shadow L-Drago in an attempt to knock Pegasus flying, but Gingka commands Pegasus to use "Starblast Attack" on Nemesis. The collision cancels out both moves as they both fall back. Shadow L-Drago is used again, but Pegasus responds by releasing it's own beast, as well as Sagittario. Everyone falls into shock that Gingka has obtained the power of the Star Beasts in his bey. He quickly switches to Leone, Ares and Anubius, to which Nemesis counters with Shadow Forms of each.
With each collision, the ground crumbles around Gingka and the Legendary Bladers. Gingka quickly releases the rest of the Star Beasts, overjoying the Legendary Bladers, but infuriating Rago to the extent where he commands their Shadow Forms to appear. Each beast collides with even power as the corners of the Kingdom begin to break off.
Gingka begins to reach the limit of his physical strength. Rago takes advantage of this by commanding the Black Sun to use lightning on parts of the world. The WBBA Headquarters is annihilated, with minor damage to other buildings. Gingka continues to lack strength as the Shadow Beasts defeat each and every one of the Star Beasts. Each of the Legendary Bladers feel pain from their beast being defeated. Shadow L-Drago then proceeds to attack Sagittario and succeeds, sending Kenta back.
The Shadow Beasts then merge into a Mutant Dragon creature with Feet and Wings. A darkness storm brews, causing Gingka to struggle to stand up once again. Benkei cannot stand to watch Gingka fail after the effort he put in and thinks of a way to help. His desire proceeds to cause Dark Bull to glow, along with Screw Lyra, Screw Fox and Storm Aquario. Ryo explains that every bey decended from the original Star Fragment used to create Pegasus, so every bey in the world contains a part of the Fragment, no matter how small it may be.
Benkei, overjoyed at this news, stands on the edge of the Helicopter with Hikaru, Toby and Zeo and fire their Fragments at Gingka. Everyone in the world notices and does the exact same, with everyone holding their beys up in the air and releasing the power of their Fragments. Each Fragment joins together in the air and collides onto the Kingdom, removing Nemesis' Ultimate Shadow Beast and powering Pegasus up once again. Gingka and Pegasus glow golden, much to the shock of Rago. Gingka commands Pegasus to attack Nemesis once again as the episode ends.