Lionheart

The episode starts with Takato, Henry, Suzie, Terriermon and Lopmon on a pretty much featureless plateau. Suzie plays with the Digimon, while Takato and Henry discuss what Shibumi 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 Zhuqiaomon.

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

Meanwhile, Rika, Jeri, Kazu, Kenta, Kyubimon, Growlmon, Guardromon and Leomon are journeying through the desert layer of the Digital World. 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.

Back on the plateau, Takato decides to scout ahead with Terriermon. However, the plan is interrupted by the sudden appearence 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 sudedenly appears and sweeps them up, dropping them onto the plateau. Beelzemon is attack by Kyubimon, but easily fights her off. He prepares to kill her, but is stopped by Leomon.

Leomon tells Beelzemon that to have power is not to be strong and that Beelzemon should do what he must, but Leomon wouldn't allow him to harm the Tamers. Beelzemon turns and impales Leomon with his Darkness Claw.

Leomon starts to delete, saying to Beelzemon "Why couldn't you see?" and telling Jeri to be strong and that a part fo him would always be with her, she has a lions heart. Jeri screams as LEomon vansihes and Beelzemon loads his data, saying that to have power is to be strong.

Takato becomes enraged by Beelzemon's actions and Digivolves Growlmon into WarGrowlmon, ordering his Digimon to tear Beelzemon apart. WarGrowlmon's Digital Hazard symbol begans to flash red as he attacks Beelzemon, but is fought off by the Mega's sheer power. Takato screams at WarGrowlmon to Digivolve to Mega and make Beelzemon hurt. A red aura appears around him, followed by a pillar of red light around WarGrowlmon. WarGrowlmon's voice slowly degenerates into bestial growls and roars. The light fades, revealing him to be a new Digimon, Megidramon.