Changes

AAAnimus continues to experiment on the Core Cell, but they cannot draw enough power, Philomena looks at Apollyon, who hasn’t hasn't shown any signs of awakening since the last time where purple light caused havoc. The scientists believe the AO and the Core Cell have a connection since the Core Cell woke up when Dan tried to evolve Drago. The AO come back to their room to find gifts from Philomena, annoying his friends with a song. The AO Bakugan tell their brawlers that they hear a horrible ringing sound in their head that they alone can hear, which seems to be the Core Cell.

The AO sneak out at night to search for the Core Cell, but there are guards keeping an eye out, with their pass cards not being able to work, the AO decide to go through the vents while the guards get distracted by “Tumpee” toys. The AO Bakugan are annoyed by the noise, so their brawlers throw out their Bakugan to hear better, this causes the Core Cell to start working, the AO Bakugan’s Bakugan's eyes glow red and they go on a rampage, alerting the AAAnimus guards. The machine also causes the AAAnimus Bakugan to go on a rampage. Philomena asks the scientist what is happening, it seems the Core Cell has spiked in activity and made the Bakugan go wild, because of the Awesome Ones. They now can use the Core Cell if they find a way to control it.

The Awesome Ones attempt to use nets but fail to stop their Bakugan, so Wynton uses a different plan by having Dan singing an annoying song to wake up their Bakugan and it succeeds. The other AAAnimus Bakugan are still running wild, so the AO stop them. Philomena tells the AO that they did a job well done stopping the rampaging Bakugan, but the AO question Philomena about the Core Cell again and what she’s she's planning after the Core Cell machine turned on and caused the Bakugan to go on a rampage. Philomena reveals she is using the Core Cell to create a perfect world so humans and Bakugan can live together, she says Bakugan have been misunderstood when they arrived in the world. The Brawlers are surprised that this was Philomena’s Philomena's true motive, but the scientist comes to Philomena to give data that was recorded of the Core Cell and Dragonoid that was collected.