List of Chaotic episodes

When Tom receives a password from his Chaotic Code Scanner, he is transported to the world of Chaotic. He starts his first Chaotic match against Sam Murakami. He finishes the battle. After a shaky first battle in the Chaotic BattleDromes, Tom gets tricked by Klay to teleport to Perim while back on earth recover his lost Scanner at the junkyard. Tom meets Sarah in Perim.

In Chaotic Tom meets Peyton, a strange player who is also his next opponent in the BattleDromes, Tom is thrown off and angered by Peyton's odd behavior, like him choosing his deck with his eyes closed. Meanwhile Kaz meets H'earring in Underworld city and goes on a ScanQuest after he sees Chaor's new VileDriver. Peyton takes the upper hand in his battle with Tom when he uses his creature's ability to invisible. Tom's own strategy backfires when he takes the battle to "Cyrstal Cave" which causes all of their attacks to reflect back and hit both of them, he is defeated none the less. Meanwhile Kaz follows the Viledriver to the Underworld scientist Ulamr's lab, where he manages to scan the Viledriver, though he destroy much of the lab and leaves H'earring to take the blame. While Tom tells off Peyton, he is surprised to hear Peyton tell him that he had a fun time, and thinks that he is an awesome player.

Kaz does battle with an undefeated Chaotic player while Sarah and Peyton tell Tom of the history of Perim and the war for the Cothica.

Kaz does battle with Klay in a battle of the Battle Gear while Tom heads to Perim to scan Yokkis. Kaz beats Klay.

Tom agrees to use the very weak Bodal in his next match, putting him in serious jeopardy.Tom still wins though using tunnels in the Overworld.

After Sarah is captured by the Danians, Tom, Kaz, and Peyton embark on a rescue mission to save her only to be captured themselves. They escape but in the end Peyton is captured.

When Tom agrees to a match with Klay, Krystella tells Klay of Tom's strategy before Klay faces him, and Klay uses the Flux Bauble to cause major problems for Tom in the match. Tom still wins.

Tom and Kaz head to Castle Bodhran in Perim to recover Reggie's missing Scanner, but Tom finds himself wagering his prized card Maxxor in a Challenge Match. Tom and Kaz are captured by Maxxor in their search for Reggie, and Tom and Maxxor must overcome their distrust for each other for their own survival, against the Mipedians.

Kaz is summoned to a secret meeting by Chaor, lord of the Underworld, and is ordered to do battle with a Chaotic player who has a Lord Van Bloot card when the real Lord Van Bloot plans to stage a revolution against Chaor.

Peyton and Krystella clash in battle while Sarah tells Tom of the Overworld heroine Intress.

Tom rescues a player in the wilds of Perim and battles him to gain some tips, finding that the player is actually a CodeMaster.

Kaz gains a new scan that is actually two creatures in one - Borth-Majar. Soon after, he finds himself using Borth-Majar in a match and must master controlling two creatures as one.

Peyton wants to trade three Mipedian creatures for Tom's scan of Ravanough Ridge. Tom declines the trade because he distrusts the lizard-like warriors after what had happened with Reggie and Mudeenu. He goes on to say how his Overworlders are better, so Peyton takes him to the Mipedian desert. His opinion changes, however, when he and Peyton are drinking water at a Mipedian watering stone; while Peyton is guzzling down water an evil scorpion like Overworlder named Slruhk attacks Tom and Payton. Slurhk then traps them in a crack in the desert floor where a noble Midpedian named Tianne saves Tom and Peyton. Hearing what Tom says about the Mipedians, Tianne tells Tom to scan him and use him in his next Chaotic match. After he does that they are attacked again by Slurhk, and Tianne saves them again by sacrificing himself. Tom's newfound respect is put to the test when he confronts a fierce opponent in the BattleDrome.

Kaz tags along with Tom hoping to get a new scan of his hero, the mighty Maxxor. Their quest takes the two friends across Perim, where they are caught in the crossfire of a volcanic battle, then brave a treacherous trip through the ghastly Gloomuck Swamp. As Tom and Kaz close in on their goal, they are shocked to learn that the greatest peril they face is Maxxor himself!

When Kaz and Peyton's 'friendly' squabble spins out of control, Tom decides the only solution is a 'Scavenger Scan' match. Kaz and Peyton have one hour to scrape up all the scans they need for a match. The clock is ticking as the desperate duo speed through Perim, scavenging scans and dodging danger – then it's off to the BattleDrome for the most chaotic Chaotic battles ever.

Tom and friends face their greatest Chaotic challenge ever – the all-powerful, all-terrifying, all-destructive Allmageddon Attack. The only hope to combat this fearsome force lies in a crazed creature named Hoton. Can our heroes find a way to stop the unstoppable before Peyton gets Allmageddoned? Little do they know, Peyton has a plan to beat it.

Tom finally has a new scan of Maxxor, but when he transforms into the awesome OverWorld leader during a Drome match, Tom makes a startling discovery – the once brave warrior is now a quivering coward. Seeking to unravel the mystery of Maxxor's illness, Tom must 'port to Lake Ken-i-po to consult with Najarin – if he can survive the Mugic trap inside the old wizard's castle.

With info from Najarin, Tom searches for the mystical Callstone that may reverse Lord Von Bloot's Decomposition Mugic on Maxxor. Can he find the stone, evade Lord Von Bloot, and get to Maxxor before Chaor destroys him?

Kaz's scanquest in the Crystal Range goes south when Pyrithion traps Blugon in an energy field before heading up the mountain to attack Raimusa. With Blugon unable to deliver to his friend the Battlegear and Mugic he needs to beat Pyrithion, Kaz must brave a treacherous shortcut to get the delivery to the summit in time. Tom battles in the Drome with a kid who has scans of the shortcut, and guides Kaz.

A hot-shot group of Chaotic players, dubbing themselves the ChaotiKings, offers Kaz a chance to join their prestigious clique. Torn between friendship and popularity, Kaz sets out to become the ChaotiKings' newest member – if he can survive the initiation.

When Tom, Peyton, and Kaz sneak into Castle Mommark to scan some of the geneticist's latest experiments, Peyton accidentally releases the cute little starfish creature Stelgar into the wilds of Perim. Out in the sunlight, Stelgar turns into a giant, rampaging monster. Can Peyton find some way to safely stop Stelgar before Mommark's followers destroy him?

After seven victories in the Crellan Drome, Tom is challenged to another match by CodeMaster Crellan. In preparation for his match, he scans Mugic that he is tricked by Klay and Krystella into believing it will double his power, but it really switches their stats. Can Tom overcome this bump in the road and defeat CodeMaster Crellan? Tom's match against Crellan continues. He manages to defeat Cromax several times, only for him to keep coming back. After Tom finds the reason for this problem in the form of Ariak, the battle comes down to Maxxor vs Cromax. At that point, Klay and Krystella's little trick becomes Tom's trump card.

Peyton leads the other to a hidden location on a map that he received that will lead him to a creature called Iparu. However, Rothar has secretly followed them.

Peyton thinks victory is a sure thing when he challenges "Lulu the Loser," a nervous and inexperienced player on a losing streak worse than his own.

Tom and Sarah square off in Battledrome Hortekk while Peyton and Kaz attempt to obtain a scan of the Flux Bauble.

Ulmar has created a machine that will port the UnderWorlders to Chaotic. However, his machine causes wormholes to appear through Perim causing the UnderWorlders, the OverWorlders, the Mipedians, and the Danians to appear in Chaotic. Kaz is forced to choose sides as he learns that the creatures of Perim are planning an invasion of Earth.

Tom and his friends go on an adventure in an underwater sub with Antideon to face Nauthilax.

Kaz faces HotShot, a battler who specializes in fire attacks. To his surprise, he uses every tribe except UnderWorlders.

Tom ports to Prexxor Chasm, the Location scan he won after defeating Codemaster Krellan. When he does get a scan of its bottom and faces off against Peyton, both of them have an encounter with a slimy thing that's not even a creature. A thing that has Smildon and the other inhabitants of Prexxor Chasm frightened.

Kaz enlists the help of a Chaotic trainer named Grook after finding himself on a losing streak.

Sarah needs a Song of Mandibloor, and has Tom, Kaz, and Peyton Trading and trekking in both the real world and Chaotic to get her the cards she needed for a long trade sequence to get the mugic.

Tom and Kaz face Klay and Krystella in a four-way match after trying to scan the Phobia Mask. After Tom and Kaz defeat Klay and Krystella, the two try to back out of the deal but encounter a creature known as Opto.

Tom finds himself facing and losing to an increased number of UnderWorld deck players, so he decides to use an UnderWorld deck of his own. Kaz is thrilled and decides to help him out until his friend ends up on a hot winning streak without his help. Thinking that his friend will end up as a better UnderWorld player, Kaz secretly tries to convince Tom to turn back to his Overworlders.

During a fight, Kaz discovers that his opponent has a creature he has never faced before: a flying Danian named Vollash. So Sarah vows to get a scan of him, and her search leads to a fateful showdown between a Mipedian spy and the Danian Queen.

Tom camps out at Lake Ken-I-Po to obtain a scan of Najarin, and decides to track the creature, leading him to a pack of UnderWorld raiders.

Both Tom and Kaz have six wins in the Imthor Drome, so Tom surprises Kaz with a Drome challenge, with the winner going on to face CodeMaster Imthor. However, when Kaz accuses Tom of cheating and Tom admits to it, this causes CodeMaster Imthor to look into this. Unsure about what to do, CodeMaster Imthor states that he will discuss this matter with the other CodeMasters resulting in Tom being banned from Chaotic Battles till further notice. Not wanting to be around when the CodeMasters are done with their meeting, he leaves Chaotic and goes to Kiru City in Perim with it being the last place the CodeMasters will look for him. Before he leaves, he vows to Sarah and Peyton that he and Kaz are enemies. Upon Tom leaving, Kaz feels guilty of what he did.

Tom flees to Perim after Kaz accuses him of cheating. His exile takes a treacherous turn when Tom runs into a gang of rogue Chaotic Players who are destroying rare Locations in the OverWorld. Tom is pressured into joining their scheme and soon has nowhere left to run!

When Tom and Kaz aid an OverWorld diplomat named Raznus, they earn Maxxor's thanks. All seems well until Tom makes a disturbing discovery back in Chaotic. Is Raznus truly Maxxor's best friend... or his most devious enemy?

There’s a new kid in Chaotic! Buzz Jr. is a talented Danian Player. Unfortunately, the boy’s demanding dad is taking the sting out of his game. It’s up to Kaz to show the blustering Buzz Sr. that Drome battling is tougher than he thinks.

During a scan quest, Peyton and Sarah encounter the biggest fighter they've ever seen. Kaz, Tom, Sarah and Peyton decide to track down the giant. But trouble comes for Kaz he bumps into a little creature called Hammerdoom Chantcaller who challenges Kaz to the coliseum and he has to battle or be banished from the Underworld.

Peyton is shocked to learn that he is battling the lead singer of his favorite band, and is offered free tickets to the next concert if he can win.

While exploring Fear Valley, Kaz runs into Chaor who is training four UnderWorlders (Narfall, Swassa, Dindyon, and Ultadur) in his latest attack on the OverWorlders. Chaor's mission into OverWorld territory is threatened when Maxxor finds out about his scheme.

Peyton is beaten by Kaz and wishes to make the ultimate Drome match, but Sarah drags Kaz to Mount Pillar instead to locate a Danian BattleGear called the Mandiblor Crown (which she threw down a garbage chute after being found out by the guards) as a way to repay her for obtaining a scan of Geltod. Meanwhile, Peyton and Tom face off in a match with 105 creatures on each side. Both of them get tired and sleep at the end.

Tom and Kaz go on a topsy-turvy adventure when they look for Sarah and Peyton in Kirvak Mound (a series of cavern within Skeleton Springs). They soon discover that the effects of Kirvak Mound has deaged Sarah to a little girl and aged Peyton to an old man. They now have to evade prehistoric creatures to find their way back. When they look for Sarah, they find other portals leading to various points in history which would lead to various futures. It is later discovered by Rhaden that the portals in Kirvak Mound are actually possible futures of what will happen to Perim.

Tom and company explore a giant temple for treasures to scan and discover much more than they bargained for. When one of the defense mechanisms mesmerizes Tom into a deadly trap, the rest of the gang (along with Larina) try to save him and Blazier.

Battling in the Crellan Drome, Peyton faces his most fearsome foe ever -- a huge Creature with a titanic temper and pulverizing powers, known as a Mipedian Warbeast. A player named Connor, with help from Klay and Krystella, tricks Peyton into trading 20 of his cards for a scan of the Mipedian Warbeast Blazvatan. But after Connor giving him a bit of advice, Peyton searches for the one type of creature that can tame the WarBeasts: Conjurers. Peyton and Klay battle: Warbeast VS. Warbeast.

An unusual UnderWorld Creature named Phelphor is found frozen inside Ice Pillar by UnderWorlders Khybon and Jiggorex. Sarah and Kaz barely escape after obtaining Phelphor's scan. Upon hearing about Khybon and Jiggorex taking Phelphor to Chaor's castle, Peyton and Kaz head there while Tom and Sarah take Phelphor on a test drive. Kaz and Peyton navigate Chaor's castle while evading Spyder. During a drome match against Tom's Thonder, Sarah discovers Phelphor's other form with other abilities. Chaor, Agitos, and Takinom are amazed by his tale of a long lost Tribe known as the M’arrillians and their discovery of the Cothica which they hold behind the Doors of the Deep Mines. As for Sarah, she discovers another part of Phelphor that causes Tom's Thonder to fall under its control and code itself. Phelphor has revealed that the lost Tribe known as the M’arrillians are lurking behind the Doors of the Deep Mines, along with Perim’s greatest treasure -- the Cothica! Phelphor reveals that he is a M'arrillian and claims that the Cothica should be shared. After being branded a traitor by the M'arrillians and wanted to join the UnderWorlders, Phelphor ended up frozen in Ice Pillar as he explains to Chaor. Chaor mentions that he will discuss this with Agitos and Takinom. As Kaz and Peyton make a risky port out to evade Spyder and the UnderWorld Guards, Phelphor uses his mind control to have Khybon contact Lord Van Bloot so that he can unlock the Doors of the Deep Mines. Tom, Kaz, Sarah, and Peyton try to see in a Chaotic battle if what Phelphor is telling is true. Phelphor uses his mind control in an attempt to take control of Chaor which fails. Though he takes control of the guards to take down Chaor so that he can read Chaor's mind. Phelphor escapes as Chaor recovers and learns that Lord Van Bloot is leading his army to the Doors of the Deepmines. Tom mentions that he has mentioned this to Maxxor. Chaor and Takinom get into conflict with Lord Van Bloot, Atrapol, and Lord Van Bloot's army until Chaor's army arrives. Chaor tells Takinom to take command while he goes after Phelphor. Phelphor mind controls the guards to open the Doors of the Deep Mines. Chaor arrives and attempts to stop Phelphor only to get knocked out when Phelphor causes his Mowercycle to crash. Unable to do anything Tom and Kaz watch as the brainwashed guards open the Doors of the Deep Mines letting out a flood of murky brown water, washing away everything in its path. Releasing the long lost tribe and Perim's long forgotten enemies, the M'arrillians! Tom, Kaz, Peyton and Sarah scan the door right when it opens.

During a high-risk scan quest, Tom Majors meets another Player named Tom -- and is dismayed to discover that his namesake is taller, faster, and cooler. When CoolTom starts stealing his friends he gets jealous and challenges him to a chaotic match.

Tom promises to save the creatures of Prexxor Chasm from the disease that is ravaging them. Tom, Kaz, Peyton, and Sarah stop by Lake Morn to see its caretaker Garv. Garv says that he might be able to help if he can obtain a sample of it from Prexxor Chasm. Tom runs into Smildon when it comes to obtaining a piece of it. When he runs into the slimy disease, Tom is saved by Smidon and manages to obtain a sample. Back at Lake Morn, Garv studies the sample and manages to find a way to develop a serum which is placed in a crystal-cased spear. When Tom gets its attention, Smildon is ambushed by an infected creature and drops the spear containing the serum. Smildon defeats the creature and grabs the spear as the disease collapses on him. The serum has been successfully thrown into it and the disease dissolves. Tom manages to obtain a scan of Smildon and a blight-free Prexxor Chasm.

When Kaz and Peyton are at the Lava Pond to obtain a scan of Zapetur, they are attacked by the M'arrillian Milla'iin. Tom, Kaz and Peyton battle for the attention of a beautiful newbie named Shinwan who exhibits her skill in the Battledome from defeating Klay using Kinnianne to her daring on a trip to the Lava Pond where they discover Milla'iin with Khybon. Before they can get a scan of Milla'iin, Zapetur attacks Milla'iin causing Zapetur to be scanned by them. Tom, Kaz, and Peyton port out when the lava starts to flood the area, but Shinwan managed to get a scan of Milla'iin at the last minute before escaping herself.

Tom, Kaz, and Peyton reach Broken Edge (the border between the OverWorlders and the Mipedians) in hopes to find new Mugic and BattleGear for Tom's Drome Match. Upon stumbling on the Mipedians, they managed to evade them and find the OverWorld camp. They then end up caught by Arias and Attacat and are brought in for questioning. Lucky for them, Najarin intervenes before Viqtarr gains information from them his way. Tangath Toborn returns to reveal that Prince Mudeenu is plotting to take Broken Edge. Hune Marquard creates the Surge Song Mugic which Najarin wasn't able to make. Tangath Torborn decides to use Hun Marquard's Mugic on him, Arias, Viqtarr, Attacat, and the OverWorld soldiers. The Mipedians attack as the OverWorlders fight them. With the Mugic a success, Najarin leaves. Moments later in his drome match, Tom uses his the Surge Song to defeat some of his opponent's creatures. But when it comes to the final creature, Tom as Gaspedan loses its speed and power as some side effect. Tom forfeits his match and heads to Najarin while Kaz and Peyton head to Broken Edge. Tom informs Najarin about Surge Song as the OverWorlders are losing to the Mipedians. Najarin tries to find a way to fix this problem while the OverWorlders try to hold off the Mipedians. Najarin manages to create Revocation and tells Tom to get to Tangath Toborn and give him the Mugic. Tom tricks the Mipedian soldier to thinking that Revocation Mugic drains the energy of the OverWorlders where it actually restores the OverWorlders' energies. This causes the Mipedians to retreat.

H'earring is leading Kaz to where Milla'inn was last sighted. The Scan Quest on it doesn't go well. H'earring's mind get taken over by Milla'iin's mind control. Meanwhile, Tom is constantly bugged by Evan (codenamed Mister E) to battle Tom's Maxxor. Tom is informed by Sarah and Peyton that Mister E is an UnderWorld Player and Tom finds out that he Milla'iin is on Mister E's team. Mister E uses Ragetrod and Tom's Nebres in the first fight which ends with Ragetrod defeating Nebres. Tom uses Blugon against Mister E's Ooloo at Glacier Plains in which Ooloo constantly turns into a giant. Meanwhile, Kaz stalks H'earring as he gets a call from Peyton that Tom is losing. Kaz tells Peyton that he is going after H'earring. Mister E.'s Ooloo uses Milla'iin to code Tom's Blugon. Meanwhile, Milla'iin is using the local creatures to dam up the river which will flood the UnderWorld. Mister E's Ragetrod defeats Tom's Najarin. Tom uses Maxxor against Mister E's Ragetrod. Kaz reveals that Mister E's creatures are under Milla'iin's control and leaves to do something to get them away from Milla'iin. Tom's Maxxor uses Song of Reversal to switch places with Mister E's Ragetrod to defeat them. Tom's Aggroar then attacks Mister E's Krade who defeats Tom's Aggroar. Mister E's Gambreor attackes Tom's Maxxor who wins. Maxxor attacks Krade and wins. Maxxor finally fights with Milla'iin. Meanwhile, Kaz uses Ulmar's Flux Bauble in an attempt to get H'earring away only for Ragetrod to attack and Milla'inn to sick the controlled UnderWorlders on Kaz. Meanwhile, Milla'iin defeats Maxxor and wins the match. Tom wants some answers from Evan and why he wants to fight Maxxor. Tom learns that Evan has made a deal with Milla'iin to record how Maxxor fights. Tom knows that Milla'iin will use this info to defeat Maxxor as Kaz still worries about H'earring and those that have been tainted by Milla'iin.

Following his fight with Ulmanator, Sarah and Kaz head to Ulmar's lab to get a scan for the Reality Field Generator. Peyton gets a call from CodeMaster Hotekk who would like Peyton to become his apprentice and must prove himself worthy without telling anyone. Peyton's first instructions is to head to Psikoom City (which is behind the Doors to the Deep Mines) to get the BattleGear called Alluring Bait. Peyton arrives in Psykoom City and finds the Alluring Bait. His second part is to get a Minion's Mugic. The third part is to get a scan of the Psikoom Madness Chamber. He manages to get the Madness Chamber's scan and must scan a M'arrillian is erak `tab. After getting the scan, he manages to get back to Chaotic to meet up with Codemaster Hotekk. It turned out that Klay was disguised as Codemaster Hotekk in order to dupe Peyton into getting him those scans.

After writing a school essay about the how Chaotic is a real place, Kaz is sent to a psychologist by his worried mother. Kaz better prove he’s trie telling the truth about Chaotic -- before his mother took Kaz's scanner.

Raznus, having been assimilated into the Danian Tribe, returns to Kiru City with a hive of fierce warriors led by Odu-Bathax. They are accidentally discovered underneath Bodal's arsenal when Bodal was testing a new machine. When Tom, Bodal, and Olkiex get captured when Odu-Bathax decides to raid Kiru City, Kaz runs off to get Maxxor only for Intress to tell Kaz that Maxxor is in the Riverlands (which the M'arrillians had just polluted). With Maxxor busy with some M'arrillians, Intress takes the OverWorld guards, Attacat, Targubaj, and Wytod to free Tom, Bodal, and Olkiex. Raznus tries to reason with Intress, but they end up fighting each other. Maxxor manages to evade his M'arrillian pursuers and use the Song of Translocation to get to where Intress is battling Raznus. With the Danians defeated, Maxxor had learned from Raznus that the M'arrillians have polluted the Danians' water supply. Maxxor lets the Danians go to deliver a message to Illexia for a truce to defeat the M'arrillians.

Sarah is kidnapped by a ghostly Mipedian creature when she and Peyton try to scan the top of a Mipedian watchtower at Hunter's Perimeter. Sobtjek and the other Mipedians learn from the Mipedian conjurer Skerrel the Wise that the M'arrillians have flooded Ropa'Sahhk and taken over the Mipedians there. Scara advises that they need to join forces with the Warriors of Owayki. Sobtjek decides to take some M'arrillians to where they are said to be found. Meanwhile, Peyton, Tom, and Kaz are looking for Sarah when they run into the Acolytes of Dakkamal who take them to their camp where Ario and Sobtjek are. Upon learning from Peyton what had happened to Sarah, Sobtjek decides to bring them along in the direction where the Mipedian ghost went. They soon run into a storm which sucks in two Mipedian soldiers. Sobtjek decides that they will camp out in the nearby ruins. The next morning, the group encounters the Mipedian ghost who Sobtjek identifies as Owayki. The spirit of Owayki then attacks the approaching Ihun'kalin (the M'arrillian responsible for flooding Ropa'Sahhk). When Ihun'kalin is unable to control Owayki, he ends up controlling Dakamall and some of the Mipedian soldiers while he continues to fight Owayki. Sobtjek uses the Melody of Mirage to fool the brainwashed Mipedians. Upon reachng a mist-covered area, the group proceeds with caution. When they cross the mist, they find Sarah with the petrified Warriors of Owayki. When Dakkamol and the brainwashed Mipedians close in, Peyton has Sobtjek place a mugic in the shape of it within one of the petrified warriors bringing them to life. Peyton learns that the Mugic is running out. With help from Owayki, Tom, Kaz, Peyton, and Sarah recharge the Warriors with the Mugics. Ihun'kalin manages to withdraw the brainwashed Mipedians and retreats. Sobtjek tells Owayki that the real battle is beginning.

During Kaz's second attempt to rescue H'earring, Chaor and the UnderWorlders with him plan to ambush the M'arrillians in a fiery trap involving Ulmar's Annihilizer near the Marsh of Murk. To keep them from succeeding, Aa'une tells Phelphor to have Lord Van Bloot (whom Phelphor gained under his control) and his army to take advantage of that. When Kaz ends up mind-controlled, Tom tries to rescue Kaz while Sarah and Peyton look for the Mindbander BattleGear. Though it is a success for both Tom and Chaor, Milla'iin took control of Rarran at the last minute before the Annihilizer's attack hit. Aa'une speaks through Rarran stating that the M'arrillians have survived and that Lord Van Bloot's army has taken control of UnderWorld City. This spells trouble for Chaor and the UnderWorlders that are with him.

Tangath Toborn and his fellow OverWorlders must form an army from the Danians and the Mipedians. Meanwhile, Tom, Sarah, and Kaz go up against Peyton in a training drome match against Peyton's Erak'tabb. During the training, the OverWorlders, Danians, and Mipedians encounter Lystone who ended up controlled by the M'arrillians. After she is stopped, Tangath Toborn continues to train them.

The Codemasters have initiated an emergency order to recall all Chaotic Players and shut down the Transport Systems. While Tangath Toborn leads a group to Glacier Plains to attack the M'arrillian bases while M'arrillian Coral Fighters led by Phelphor surround Kiru City at the same time, Maxxor plans to go the M'arrillian city of M'arr to capture Aa'une and bring him to Lake Blakeer (a location that disrupts mind-control abilities) to negotiate a peace treaty. Tom, Sarah, and Peyton encounter Najarin who states that there is a traitor amongst the allied ranks. The battle between the M'arrillians rages on. Tangath Toborn struggles to find the Symphony of Stasis Mugic before the heat cannon to melt Glacier Plains activates. Arias and Malvadine's group fights against Phelphor and his Coral Fighters. Najarin suspects that Tartarek is the traitor and has Tom, Peyton, and Sarah investigate. Maxxor is rescued by Chaor and helps Maxxor get to Aa'une. When the Heat Cannon fires at one of the Glaciers, Tangath Toborn manages to use Symphony of Stasis to stop the flood, but it takes effect after he's engulfed in the water seemingly sacrificing his life in the process. As part of evidence to find out if Tartarek is a traitor, Kaz battles Tartawrecker. Maxxor and Chaor confront Aa'une. Kaz finds evidence that Tartarek has been taken over by the M'arrillians. Maxxor succeeds in bringing Aa'une to Lake Blakeer. Najarin reveals to the Tribal Council that Tartarek is with the M'arrillians and Tartarek reveals that Aa'une gets stronger at Lake Blakeer as Aa'une assumes his second form.

With Maxxor and Chaor trapped at Lake Blakeer by the master brainwasher Aa’une, a devastating M’arrillian mind wave races across the OverWorld towards Kiru City, where the helpless Tribal Allies wait in horror. Aa'une knocks Maxxor into Lake Blakeer. When Kaz wonders what happened to Tom, a contact from Codemaster Crellan reveals that the shutdown prevents the Chaotic players from returning from Perim. Takinom and her fellow UnderWorlders alongside the surviving OverWorlders arrive to help in battling Phelphor's army. It turns out Maxxor had Iparu pose as him so that Maxxor could find Xerium Armor. Kaz arrives in Kiru City as Takinom's army fights the brainwashed army. Kaz uses a Psych-Sphere (which he gained from Ulmar's lab) to free Tom, Peyton, and Sarah from the mind-control. Tom and the others head to the Kiru City Library to recover their scanners. At Lake Blakeer, Aa'une changes into his true-form: a multi-faced sea creature version of himself. Iparu becomes a clone of Aa'une's true form. Tom and the others make it to the library. Tom, Sarah, and Peyton find their scanners when a mind-controlled Intress attacks. Maxxor and Chaor discover that Lake Blakeer is negatively charged. Upon finding the real Aa'aune, they use a positive attack to knock Aa'une into Lake Blakeer. Those who have been mind-controlled by the M'arrillians are free while the other M'arrillians retreat.

The allied Tribes stage a race through Perim called the Perithon following the aftermath of the M'arrillian Invasion. Kaz and Peyton have entered the race riding Yterio's Komogo when Yterio comes down with Ravanaugh's Revenge. Although it's supposed to be a race for honor, it soon becomes clear that each tribe wants one of their own creatures to win, no matter what the cost!

When Krystella's twin sister Jycella comes to Chaotic, sibling rivalries erupt. Jycella and Krystella fight as Aivenna and Nivenna respectively, but Klay has it fixed so Krystella has the odds in her favor.

Kaz reveals the story behind his latest Iron Pillar scan which started where Ulmar was working on some intelligent robots, but they become smart enough that they plan to make an army and conquer the UnderWorld. This caused Chaor to use a robot of his own to fight them.

CodeMaster Hotekk challenges Tom to a CodeMaster match. Kaz, Peyton, and Sarah are shocked to discover that Tom is using some weak creatures in his deck alongside Maxxor. Though it turns out that Tom had scanned them when they were getting their abilities enhanced. As a special ability of his creature Og, CodeMaster Hotekk's defeated Creatures join forces. Tom manages to defeat Hotekk, and gets a very common scan of Dranikus Threshold. Tom figures out the secret of Dranikus Threshold and he Sarah, Peyton, and Kaz teleport to Ancient Perim. After a close call with a flying creature and the water monster Voorx, they are rescued by Abohan and led to Ancient Kiru City. Once there, they are shocked to meet Kiru.

Disappointed that Kiru was actually Chaor's ancestor when going over Kiru's scan, Tom goes to Najarin to learn more about the history of Perim and who Maxxor's ancestors are. As Najarin becomes occupied searching for UnderWorld spy devices, Tom heads to Dranikus Threshold and travels back in time to learn about Maxxor's ancestors and has an encounter with that time period's Najarin. However, the exploration later turns dangerous when his scanner is stolen by an Overworld thief named Vlar (who actually is Maxxor's ancestor) and is forced to become involved in his raid of stealing crystals from a cavern. At the same time, Kiru attempts to negotiate with Kaal, an UnderWorld Conqueror. After all that, Tom returns to the present and mentions this to Najarin. Najarin reveals that he didn't tell Tom of his earlier encounter in order to keep Tom from learning Perim's biggest secret.

Kaz tries to settle some old scores by playing grudge matches with his Ancient Creature scans against players Hercu-Leon, M'arrillianaire, and Inga. Meanwhile, Sarah and Peyton meet up with some Ancient Mipedians led by General Masaba and end up witnessing one of the first battles between the Danians and the Mipedians with the Mipedian Ajara discovering that the Danians are stealing their water. Back in Chaotic, Kaz's latest match is against SamShady. Kaz finds out he is using the same creature as him. After defeating Kaz, SamShady reveals it will only be a matter of time until everybody knows about Dranikus Threshold being a portal to the past.

Kiru and his fellow OverWorlders capture Vlar so that they can force him into finding the Oraklon at Gigantemtopolis. They need Vlar's skills to find it so they can then trade it with Kaal for the OverWorlders working in his mine. Tom and Kaz come along in order to detect any creatures lurking in the Jungle of Life.

Tom, Sarah, Kaz, and Peyton discover that many Chaotic players have made their way into the past. They pass the blame onto each other for letting the secret of Dranikus Threshold out. After repelling an attack from the UnderWorlders, Najarin angrily told Tom and his friends to leave. Once they did, Najarin went from angry to depressed. Back in the present, Tom visits Najarin stating that he never should've learned the secrets of Dranikus Threshold. Najarin states that he shouldn't have snapped at Tom. Najarin then speaks of his assistant, Afjak in ancient Perim who used the portal of Dranikus Threshold and was never seen again after he overheard Tom and Najarin talking. Klay and Krystella, who feel going into the past is too troublesome, head into M'arrillian territory where they find Lord Van Bloot shoveling coal into the ovens after he fled from the UnderWorld. They inform Lord Van Bloot about the secrets of Dranikus Threshold. Their price is that no other Chaotic players are allowed into the past and they themselves must be accompanied by bodyguards when they go on scan quests. With that knowledge, Lord Van Bloot plans to use Dranikus Threshold to go back in time and conquer all of Perim. Najarin and creatures from the other tribes come to prevent this from happening, with Najarin ultimately using the mugic Location Lament to destroy Dranikas Threshold. One of the final scenes shows Tom and his friends overhearing a chaotic player inform others that a mysterious island has appeared, hovering, over Perim. It is also revealed that Afjak is Najarin's son.

Following Tom, Kaz, and Sarah watching a Chaotic Match, Peyton and tells a story. It starts with these mysterious agents of a peace organization, who take Peyton to their headquarters. In their headquarters, they tell Peyton about Roderick Rothington who is an expert counterfeiter and duels under the name of Counterfighter. The organization wants to get Roderick to join their organization. The counterfeiter agrees to it if Peyton wins a chaotic match on his private island. During the card match, Peyton discovers that Roderick is using counterfeit Chaotic Cards.

Tom and friends encounter the servants of the elements and they each scan one of the servants and battle in the Beta Drome to see who is better elementalist in their group. At the end of the match, Tom wins but Sarah, Peyton, Kaz and Tom all disagree because at the end of the match, they all used discipline attacks to end the match.

Maxxor and Heptadd battle a creature named Vitog who is immune to all their attacks and who claims he will destroy all of Perim unless he battles Tangath Toborn. Heptadd reveals that he, Vitog, and Tangath Toborn come from a ghostly place called the Spirit Lands and that they can only stay in other places as long as they have something called a "Talazar," such as Heptadd's Crown or Tangath's Sword of Khy'at. Heptaad tells Maxxor on how Tangath Toborn fought Vitog before and destroyed Vitog's Staff of Arcad causing the creature to retreat. Tangath Toborn is still frozen in the glacial wave formed in the battle with the M'arillians, and destroying his sword is the only way to release him. At Runic Grove, Tangath's spirit uses the grove's power to defeat Vitog, after which he returns to the Spirit Lands. At the end of the episode, the tribes and the Chaotic players come together to hold a funeral/monument for Tangath at Glacier Plains.