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Dan continues to be haunted by the visions he saw while unconscious after an explosion during battle. Meanwhile Marucho notices that Ren is also behaving strangely. When he presses him on his odd behaviour, Ren reveals that he is in fact an alien from the planet Gundalia and that he has come to Earth to enlist the Brawlers' help. His home is under attack by the vicious Neathia tribe who area using their Bakugan as weapons of war.

The other Brawlers get together with Ren, who reveals the identities of more of the Neathian sleeper agents. Meanwhile, a tardy Dan who has slept in, races to get to the meeting. On the way, he crosses paths with a mysterious girl named Fabia who literally sends him head over heels. The gang soon learns that Fabia is in fact a Neathian herself. Convinced she's there to draft the Brawlers into fighting for her side, Dan challenges her to a battle.

Dan is in the midst of training Jake in the battle arena with hopes that he will soon be skilled enough to become a member of the Battle Brawlers. An urgent message comes through from Marucho stating that another Neathian sleeper agent had been detected. The Brawlers race to the scene where the come face to face with the culprit: Mason Brown. Jake convinces Dan to let him battle Mason, but the Brawler in training's cockiness gets the best of him.

With the Neathian moles making themselves known, they begin kidnapping brawlers from Bakugan Interspace. The puzzling part is that each brawler is eventually returned to BI. Meanwhile, Sid and Zenet find their recruiting hard when Marucho puts out an announcement to everyone not to battle Sid, Lena, Mason, Jesse and Zenet. In retaliation, Sid and Zenet challenge Dan and Ren to a battle. Ren is quickly taken out but Dan makes an easy comeback, eliminating both Zenet and Sid.

Marucho and Ren finish an expansion for a new arena within Bakugan Interspace. Dan and Jake are excited, but before they can give it a test run, another Neathian agent shows up, Jessie Glenn. Dan is ready to battle Jessie, however, Shun and Fabia appear from out of no where, telling Dan that Jessie is lying to him about being a Neathian and that Fabia is a true Neathian. Fabia challenges Jessie, only to be defeated. Shun reveals to everyone that Ren is really the enemy. Ren runs away, and so does Marucho after Shun's harsh words about Ren.

Jake, using Coredem's body teleportation powers, manages to take Dan with him into Bakugan Interspace. They witness brainwashed kids luring more kids back to Gundalia. The same two brawlers who accused Dan of lying reappear, now brainwashed by Gundalia, and battle Dan and Jake.

With Ren and the Gundalians now in control of Bakugan Interspace, Marucho determines that the security system preventing the Brawlers from diving in is being run out of the secure "Baku-Room". He hatches a plan to infiltrate the stronghold so he can reboot the system and allow the Brawlers access once again. With the aid of Fabia and a digital Avatar of himself, he sets his plan in motion but it isn't long before trouble arrives.

When the invading Gundalians breakthrough the outer shield, Neathian Castle Guard Linus flees to Earth in search of Fabia. With him he is carrying "The Element" a mysterious and powerful item that the Gundalians need to get their hands on in order to rule the galaxy. Once he reaches Bakugan Interspace he meets up with Shun who has been busy trying to evacuate the kids trapped inside to safety.

In an attempt to get Neo Zipzam back before the Gundalians realize he possesses the Element, the Brawlers infiltrate Bakugan Interspace and walk into the middle of a Gundalian power struggle. Angry at Ren's "teacher's pet" status, Sid has hijacked Neo, threatening to take credit for his capture with the Emperor. Now face to face with the Battle Brawlers, Sid challenges Dan to a battle but at the last minute pulls a switch and fights with Rubanoid rather than Neo.

Given a brief pardon by Barodius after his earlier failure, Ren hatches a plot with Zenet to regain possession of the Element. With deception as their key ingredient, Zenet disguises herself as Julie and attempts to trick Dan into handing over Drago (and the Element he contains within). The ruse almost works until the real Julie shows up and things quickly go from strange to insane.

The Brawlers arrive at Neathia and meet Fabia's sister Queen Serena. With her blessing, Fabia takes her new friends to see the Sacred Orb, a source of great power that is hidden deep inside a mountain. Before they can learn the Orb's true power, the Brawlers are summoned to the battlefront as the Gundalians break through the Neathian's second security shield. With Barodius leading the enemy charge, the Brawlers are under intense pressure to keep the Sacred Orb and its power from falling into the hands of evil.

With only one remaining security shield protecting Neathia from the invading Gundalian forces, the Brawlers hatch a plan to reinstate a previously destroyed shield. Marucho, Jake and Elright head for the frontlines to battle the lead invaders, and provide a distraction. Meanwhile, Dan, Fabia and Shun travel through heavy jungle in search of the power source for the fallen shield so they can jump-start it. As Marucho and Jake get the Brawling action started, the question soon becomes: Can they keep the Gundalians occupied long enough for Dan and the others to find what they need?

Dan, Fabia and Shun continue to make their way through the jungle to the shield generator building, when Stoica and Jesse suddenly ambush them. Shun quickly flees the scene leaving his friends to face the Gundalians. Strangely, it is Fabia who leads the Brawlers into battle with Dan sitting on the sidelines. As the brawling rages on Stoica grows increasingly suspicious of Dan's reluctance to fight and soon discovers that the Brawlers have once again fooled them with a clever deception.

Having made it to the Generator Building, Shun and Drago find themselves up against an army of Gundalian Guards, as they attempt to restart the Second Shield. To make matters worse, Lena and Kazarina show up out of nowhere and challenge them to a battle. Luckily Dan and Hawktor arrive to provide much needed back up. With the odds stacked against them, the Brawlers fight with everything they have in an attempt to reclaim the one thing that will force a Gundalian retreat.

With the Second Shield back up and running the Brawlers help the Neathians rebuild their strongholds. Frustrated that they are losing momentum, Jake strikes out on his own in search of more Gundalians to fight. Just as Fabia intercepts him, Ren and Jesse ambush them. The two sides soon square off, except this time Jesse has traded finesse for ferocity...as though this will be the last battle he will ever fight...

When Mason flees his Gundalian ship, Nurzak and Ren are soon in pursuit as they attempt to apprehend him before the Emperor learns of the escape. Before they find him, however, they run into Marucho and Fabia.

Fearing that her life may be at risk, Zenet morphs into a doppelganger of Ren in order to accompany Gill on a mission to destroy the Second Shield. Desperate to prove her worth to her Master, Zenet ultimately fails in battle but quickly rebounds by using her morphing abilities again. What she uncovers is so incredible it could secure her a place in the Twelve Orders...or make her a dangerous enemy of the state.

On the eve of the revolt against Barodius, Nurzak sends a message to the Brawlers asking to meet and discuss a peace treaty. When the Brawlers show up for the meeting Nurzak is nowhere to be found. Little do they know, that the Gundalian elder has been betrayed by his partner Kazarina, and now finds himself fighting for his life against the very Emperor he wanted to overthrow.

While Kazarina works on a secret weapon designed to take down the restored Second Shield, the Gundalians dispatch their army of hypnotized Earth kids to distract the Brawlers in battle. Dan and Fabia find themselves facing off against a familiar face: Koji - the first battler Fabia faced in Bakugan Interspace. They quickly find themselves outmatched, as Koji is using a Bakugan Mobile Assault Vehicle in battle, which is immune to normal ability attacks. Luckily for Dan, Fabia has a monster machine of her own that she is about to introduce Drago to.

As Ren prepares to launch an attack on the restored Second Shield, something strange is happening deep within the bowels of the Gundalian Palace. Sid, stirs from his medically induced slumber, and finds that he and his other "discarded" teammates are being kept in specimen jars. Quickly he breaks free and stows away on the troop ships destined for Neathia. With a new score to settle, Sid lays in wait, anxious for the right moment to make his surprise return.

Once Kazarina finally completes the upgrades on Exokor, the Twelve Orders descend on Neathia to take down the restored Second Shield. Dan makes another plea to Ren to switch sides but is interrupted by Barodius who launches an all out assault with Colossus Dharak! The Brawlers soon find themselves on the ropes and Barodius turns to Ren, demanding that he finish them off. Conflicted by his loyalties, Ren's response shocks everyone, including himself.

Ren's conflicting loyalties finally come to a head when he decides to turn his back on Barodius. Furious at the betrayal, the Emperor challenges him to a battle and immediately begins pummeling him. Frustrated by their losing efforts and the continuous berating by Barodius, Linehalt explodes, unleashing his long dormant Forbidden Power. As everyone struggles against the incredible destructive force, an even more impressive power shows its face with the appearance of Dragonoid Colossus...

When the Brawlers are transported back to the Royal Palace, Ren is nowhere to be found. They learn that the Third Shield has been outfitted with a Bio-Filter that prevents anyone with Gundalian DNA from passing through. When Dan asks Fabia to take the shield down and allow Ren to enter, she storms off in anger, revealing her deep-seated distrust of Ren. Serena reveals to the others that Fabia's fiance was a casualty in the war with Gundalia, which is why she cannot forgive anyone with Gundalian blood. Meanwhile, Fabia finds Ren and gives him one chance at redemption...by facing her in battle.

When a geomagnetic storm sweeps across Neathia, knocking out the security system's radar, the Brawlers are forced to patrol the perimeter of the Third Shield to watch for Gundalian attack ships. While on their rounds, Dan and Jake find a child named Robin who says he is one of the kidnapped Earth kids and has escaped from his Gundalian captors. He asks for their help in going back to rescue the other kids he left behind.

Ren and Fabia reunite with Shun and Marucho and regroup with Mason at Nurzak's secret lair. Meanwhile, Kazarina's experiments have succeeded and she is ready to splice Drago's DNA with Dharak's. This results in Dharak evolving into Phantom Dharak as well as his DNA no longer containing Gundalian DNA, allowing him to pass the third shield. In return, Barodius names Kazarina his second in command, demoting Gill in the process. Mason decides to go look for Nurzak, as there is a chance he survived while the others break into the castle to find Dan.

Just as Kazarina is about to finish Dan off, Jake breaks free of the hypnosis and stops her. Fabia arrives and holds off Lumagrowl while Jake and Coredem rescue Dan and Drago. During the battle, Kazarina and Lumagrowl reveal Aranaut's last time on Gundalia: when Jin was killed and he was captured. Aranaut reveals he knew the entire time and was only faking because Fabia had never mentioned Jin because she wanted to protect him.

The brawlers must head back to Neathia to defend it from Dharak's attack but Kazarina, Stoica, Gill and Airzel are determined to keep them on Gundalia. The brawlers manage to fight them off and escape, but Fabia remains behind to fight Kazarina, as she has a vendetta against her for the death of her fiance, Jin. The brawlers quickly make their way back to Neathia, with the Gundalian forces close behind, as Elright and Linus who has Rubanoid as his partner attempt to fight back.

Just as the Brawlers return to Neathia, Fabia and Kazarina continue their battle. However, Lumagrowl begins disobeying Kazarina's orders and is determined to finish off Aranaut with or without her. Nurzak confronts Kazarina and tries to convince her that Barodius is just using her but she refuses to listen, claiming that Barodius will make her his queen. She flees from the battle and is confronted by Gill, who kills her, thus freeing Lena, Zenet and Jesse from her control.

Nurzak, Mason and Fabia attempt to return to Neathia on Nurzak's ship but they are stopped by Gill, though they do manage to escape and arrive just in time to help the brawlers. Lena, Zenet and Jesse are surprised to see Nurzak and Mason alive, but are nonetheless happy. Gill arrives on the scene and tries to convince Barodius that Fabia killed Kazarina, however, Barodius knows it was Gill who killed her and shoots down his ship, along with Airzel who tried to save him.

Code Eve explains that in the beginning, Dragonoid and Dharaknoid had battled each other and the result split the universe in two (Dragonoid's half formed into Vestroia and Dharaknoid's half created Neathia and Gundalia) which is why she had brought them to a mid dimension to battle, so no innocents would come to harm. Drago struggles against Dharak, and is knocked out and reverts to a primal state, relying solely on instinct, but Dan manages to snap him out of it.