Lionheart

Synopsis
The episode starts with being dumped inside a large tower, and can't escape. He tries using techniques, but he doesn't have any.

,, , , , , and  are journeying through the desert layer of the. Kenta is depressed and wants to go home, but Kazu yells at him for saying that before they find the others.

Meanwhile,, , , and  are on a pretty much featureless plateau. Suzie plays with the Digimon, while Takato and Henry discuss what said before. They ask Lopmon if she knows where Calumon is, which she does. Takato wants to rescue Calumon right away, but Henry reminds him of Suzie. Lopmon stops any of them from going, saying it's far too dangerous due to the Digimon Sovereign.

Next back at the desert, Jeri starts a talk about how the Digimon became partners with the humans, while Growlmon wonders if he could be as strong as Leomon by fighting.

talks with Zhuqiaomon inside the Sovereign's palace. Zhuqiaomon comments that maybe is worthy of his new powers, but that another has betrayed him. He orders Caturamon to deal with the traitor.

Back on the plateau, Takato decides to scout ahead with Terriermon, so that Henry can take care of Suzie. However, the plan is interrupted by the sudden appearance of Beelzemon. Henry Matrix digivolves Terriermon into Rapidmon, but Beelzemon easily defeats the Ultimate Level. Takato cries out for Guilmon.

Back in the desert, the group start hearing Takato's voice, A data stream suddenly appears and sweeps them up, dropping them onto the plateau while Caturamon ominously announces that all traitors (to Zhuquiaomon) are gathered in one place.

Beelzemon was about to ram his motorcycle at the group, but Kyubimon knocked Beelzemon off his motorcycle. Beelzemon is attacked by Kyubimon, but despite having his gloves burned off he easily fights her off, while Ruki (Rika in the dub) expresses her powerlessness to protect Kyubimon (in the background, Beelzemon beating up Kyubimon can be heard). Yet, just before delivering the killing blow, Beelzemon is stopped by Leomon. In the original Japanese, Leomon mocks him for only following orders, thus making a fool out of himself (someone who follows orders doesn't even have the power to decide).

Leomon punches Beelzemon in the face, telling him that to have power is not to be strong and that he doesn't believe Beelzemon's fate is to be hurting the children (in the dub should do what he must, but Leomon wouldn't allow him to harm the Tamers). Beelzemon shuts him up by impaling Leomon with his Darkness Claw. Kyubimon attacks Beelzemon again, but is kicked away by Beelzemon.

Leomon starts to delete, begging Beelzemon to realize what he's doing, and with his final breath he encourages Jeri to perservere. Jeri screams and drops her Digivice, which then loses the signal, showing nothing but static as Leomon vanishes and Beelzemon loads his data. Despite Leomon's pleas, Beelzemon is still committed to absorbing others to become the strongest Digimon, and Jeri begins falling into despair.

Takato, enraged by Beelzemon's actions, digivolves Growlmon to, without using the Blue Card, and orders his Digimon to tear Beelzemon apart. WarGrowlmon attacks Beelzemon and nearly eats him alive, but is fought off by the Mega's sheer power. Furious, Takato commands WarGrowlmon to digivolve to Mega and hurt Beelzemon, and as a flaming aura and a red pillar of light surround WarGrowlmon, his voice degenerates into a bestial roar. The light fades, revealing his Mega form,. Takato, realizing what he's turned Guilmon into, falters and falls into despair. He drops his Digivice, which shatters and dissolves into dust.

Digimon Analyser
No digimon were analyzed in this episode.

Quotes
"Be brave, Jeri. Part of me will always be with you. Remember, you have a lion's heart."
 * -Leomon provides us with a touching title-drop.

"I ORDER YOU TO DIGIVOLVE INTO MEGA!"
 * -Takato, enraged upon seeing Leomon's death, forces WarGrowlmon to digivolve. BAAAAD MOVE.