Butcho’s spaceship flies up into space where he is scolded by the doll. Butcho begs for one more chance to destroy the Brave Fighters but the doll says that Butcho no longer works for her before disappearing. Butcho contacts Seven Changer and informs him that his commanding office Lady Pinky has abandoned him. Butcho asks Seven Changer to speak to Lady Pinky on his behalf but Seven Changer says that Ohboss ordered him to no longer assist Butcho. Butcho decides that he will now do whatever he wants. GDO helicopters patrol the city skies as Misuzu reports that Butcho’s spaceship has not been detected since it escaped into space. Magical Pinky laments not paying attention to the ringmaster and Seiji vows to make him pay for betraying their friendship. Suddenly Haruo notices a lot of spy beasts outside the window. The spy beasts swarm the city and easily overwhelm the GDO forces. Tadashin tells the panicked civilians to quickly take shelter indoors. Hotaru finds some spy beasts gnawing on the trees in her front yard and tells them to return to their own world. Butcho’s computer tells him that Hotaru seems like his type and Butcho orders his two headed bird spy beast Lillian and Lauren to fetch her. As the GDO withdraws, Seiji and Da-Garn arrive on the scene. Seiji tells Da-Garn that he has to clear out the spy beasts and tells the Sabers and Landers to combine and assist. Pegasus Saber points out that Butcho’s spaceship is descending and also notices Hotaru being carried towards it. Seiji quickly tells Pegasus Saber to rescue Hotaru. The spaceship fires a beam that causes all the spy beasts to combine into the armored beast Marie Antoinette. Marie grabs Pegasus Saber with a tentacle and slams him into a building. Hotaru is brought to Butcho in his ringmaster form, who calls her Geraldine. The Brave Fighters destroy Marie with their attacks but the spaceship uses its beam on the remains to make dozens of Maries. Seiji realizes that they have to destroy the beam first just as the spaceship starts firing on them. Seiji has Da-Garn combine into Da-Garn X and lead the spaceship and the Maries over the ocean to avoid more damage to the city. Seiji then tells Pegasus Saber to lift him and Land Bison up into the spaceship. Butcho asks Hotaru what she thinks and says that soon he will amass an army of armored beasts and rule the universe. Butcho’s computer tells him that the Brave Fighters are approaching the spaceship.
Pegasus Saber flies through a hail of laser fire and gets close enough for Land Bison to jump onto the spaceship. Land Bison blasts his way inside while Pegasus Saber assists Da-Garn X against the Maries. Inside the spaceship, tentacles grab Land Bison and cause him to lose his balance. Land Bison blasts the tentacles but more come out and pull him in. Land Bison separates his components so that only Big Lander remains trapped by the vines. Big Lander tells Seiji to not waste time saving him and the latter reluctantly leaves with the remaining Landers. Butcho gloats that the Brave Fighters will never leave the spaceship alive and Hotaru says that she feels sorry for him. Butcho angrily reverts to his true form and tells Hotaru to watch what she says. Hotaru says that because Butcho doesn’t understand the value of life and treats it like a toy, he will become a toy for others. Seiji finds a terminal with a map of the spaceship and spots Butcho and Hotaru on a monitor. Drill Lander spots the firing mechanism for the combination beam, so Seiji orders him and Mach Lander to destroy it while he goes on ahead with Turbo Lander. Butcho says that the weak exist as tools to be used by the strong, and Hotaru retorts that he’s been cast aside like a broken tool. Butcho tells Hotaru not to pity him but relents when she sheds a tear. Butcho’s computer informs him that Seiji is heading towards the bridge. Seiji and Turbo Lander are attacked by circus clowns and Turbo Lander stays behind to deal with them. Seiji arrives at the bridge and is greeted by Butcho. Butcho tells Seiji to surrender or he will stab Hotaru with his cane’s hidden blade. Drill Lander and Mach Lander destroy the firing mechanism and cause a chain reaction throughout the whole spaceship. An explosion rocks the bridge and throws Butch and Hotaru away from each other. Seiji quickly shields Hotaru with his body. The Brave Fighters outside notice the explosions so Da-Garn X quickly finishes off the Maries with Breast Earth Flash. Seiji grabs the unconscious Hotaru and Butcho chases them to the edge of the bridge. Seiji and Hotaru fall off but Da-Garn X catches them. The Landers free Big Lander and hitch a ride on Pegasus Saber. Butcho vainly tries to get his broken computer to respond, then falls to his knees and says that his dream wasn’t supposed to end like this. A mysterious figure appears behind him and says that an unrealistic dream could have no other outcome. He says that Ohboss sent him to dispose of a useless underling and fires at Butcho. The bridge explodes and the spaceship finally crashes into the ocean.
Much like the Redlone arc, the Butcho arc ends explosively. Abandoned by all his allies, Butcho makes a last desperate attempt to take out the Brave Fighters only to have his efforts and dreams go up in flames. When it finally dawns upon him that he was little more than a pawn to be used and thrown aside, you can’t help but feel a little sorry for him. It was also a little disturbing to see his destroyed computer looking like it got its “head” blown off. Although the Brave Fighters have gotten rid of another enemy, they still have to contend with Lady Pinky, Seven Changer and the new Ohboss underling.