Though they've managed to defeat Dr. Umezaki's army of insects, the Akamatsu Industries team is lured back to his laboratory, where they are overcome by a sweet smell that affects their ability to think clearly. Betterman won't be coming to the rescue, either, as he's imprisoned in a tomb of mushrooms, awaiting dissection by the doctor. What does he plan to do with that knowledge? Keita and Hinoki know, but the information will be of little use to them, as Umezaki orders the King Behemoth to finish them off once and for all.