|Season||Bakugan Battle Planet|
|Previous||Who Are You?|
|Next||One Way or Another|
Lord Brakken continues to train to impress Lia the next time they meet. Brakken's minister of technology, Grom, unveils a new machine that will help him become the true battle king. At Benton's Office, Benton is acting strange due to being influenced by Tiko, he is eating lots of donuts despite him hating sweets. He tells the Awesome Ones to fly back to Brakistan to reconnect the Core Cell to the connector because it may have been blocked or damaged.
At Brakistan, something has changed compared to the last visit, the atmosphere is louder, there is a party going on. Callous has changed drastically and gotten a makeover, including Lord Brakken. The AO are confused and wonder if they are even in the same old Brakistan. Brakken shows his friends the "Baku-Up Machine", which draws energy from the Core Cell to power Bakugan and Brakistan. Brakken ended up breaking the connectors to set up the machine. Brakken tells Dan and the others that he will reattach the Core Cell Connector but only if they beat him in a Bakugan battle, he has gotten stronger since their last battle.
Lia faces off with Brakken once again, it's a battle with Gorthion and Zentaur. Lia is angry about Brakken saying rude stuff earlier. Dan, Shun, and Wynton discuss how Brakken and everyone have been acting way too strange when Grom reveals that Brakken's personality has changed due to the Baku-Up Machine. Unfortunately, the Baku-Up Machine is not working correctly, it draws Core Cell energy, but the light emitted from the machine confuses the human mind and puts them in super high spirits. The AO aren't affected because they are giving off Core Cell power.
Gorthion and Zentaur continue to clash when Brakken's mood changes, he becomes bored, sending out Trunkanious. Zentaur and Trunkanious attack the buildings as a result of the machine, but Brakken gets hit by debri, causing him to become angry. Brakken tells Callous to arrest the AO, leading them to be imprisoned once again.
- Lia Venegas (Gorthion) vs. Lord Brakken (Zentaur) = No outcome