The next day arrived and everyone was at the Luminescent Arena, nobody was going to want to miss this battle! Bell and the others stood in a training room as they went over a strategy

Michael: Phoebe will most likely go on an offensive strategy, in order to fight against it, you must go on the Defensive.

Ranzo: But Belial is an attack type, it cant go just on the defensive!

Michael: Correct, but Belial has its ways of fighting, figure something out.

Bell: Heh! I already have a plan in mind!

Ranzo: Wait you do?!

Michael: Well, what is it?

Bell grinned mischeviously

Bell: Heh, you'll see! The Demon King never reveals his secrets! My plan is flawless!

Ranzo: I had a feeling you'd say that..

Michael: Very well, whatever it is, i just hope it works.

---Meanwhile---

Phoebe was in contact with Ashtem and they discussed the coming battle

Ashtem: This will be an easy battle, Ruin Pandemonium should not lose to the likes of Bell or Belial, in fact you shouldnt have a problem at all.

Phoebe: Understood.

Ashtem: Akuma, your Ultimate Elemental Power will soon reach its peak and just like you wanted, your dream will come true! You will crush The Demon King and lastly.. you will destroy Valt Aoi!

Phoebe straightened for a moment as her eyes began to glow, her thoughts were drawn to Valt and Bell and also what Michael had said to her.

"And what if you lose to Valt? Surely Ashtem has you on a tight leash, what if you can't beat Valt? Or Bell?"

Phoebe: What would happen if i lost?

Ashtem: You cannot lose Phoebe, Pandemonium is the Ultimate Bey therefore it is invincible, meaning you will never lose again, i believe i told you that.

Phoebe: That doesnt answer my question..

Ashtem: Fine then, if you were to lose then you will no longer be of any use to me..

Phoebe's eyes widened a bit at what Ashtem said, his words chilled her to the core

Ashtem: But i have faith in you, Ruin Pandemonium has not failed you so far and it never will, thats why you shouldnt have to worry about someone like The Demon King.. he is nothing, he is not a threat to us.

Phoebe: There's just something about battling him that i cant get over, ive seen his battles and his drive to always win..

Ashtem: Like i said, the Demon King is not a threat, once you defeat him here, you should never have to worry about him

Phoebe looked at Ashtem before she hung up and looked down at her bey

Phoebe: In that case.. i'll be sure to win, anything to make my dreams come true.

Phoebe put her mask on and she headed out to the stadium for the battle
------
The battle between Bell Daikokuten and Phoebe Vancouver was now starting as video screens popped up throughout the Luminescent Arena

Bell: Phoebe! Today i am totally going to win this battle!!

Phoebe just stared at him and she gave a soft smirk, she felt confident that she would win this battle

Phoebe: Are you really sure about that?

Bell: Heh! Im always sure and when i beat you, im gonna peel that mask off of your face!

Phoebe continued to stare at him and she was starting to get worked up from his taunts
------
Ranzo: Bell has this in the bag, i hope!

Michael: It's all going to come down on what his strategy is..
---
Wakiya: Looks like Bell came to this match prepared, he must be ready for this.

Valt: Seems that way..
------
Phoebe clenched her bey tightly as she changed its Lucent Driver into Attack Mode

Bell: So she's going on the offensive huh? In that case..

Bell changed Belial's A-Gear into Defense Mode and grinned, his eyes glowing with a fiery determination

Bell: I'll send her flying with a powerful defense!

Referee: 1st Battle!!

The bladers took their position and the battle began, their auras were glowing bright

Referee: Ready Set!!!

3 2 1 GO SHOOT!!!

The beys were off and Ruin Pandemonium was spinning around the stadium at full speed along with Belial

Bell: Belial!!

Phoebe: Pandemonium!!

Belial and Pandemonium clashed back and forth in the center with full force as bursts of wind were shot from the stadium

Phoebe: Now Wind!

Pandemonium blows Belial away with its powerful Wind Elemental and it was coming back around

Bell: Belial hold on tight!

Belial lands back in the stadium and manages to recover from the attack

Phoebe: Lightning!

Pandemonium started to accelerate as bolts of lightning trailed behind it and it began to fire off a barrage of attacks on Belial

Bell: Belial! Divine Shield!!

Belial's defensiveness blocks Pandemoniums attack and sends it flying back

Phoebe: Oh?
------
Ranzo: That's it Amigo, keep blocking her attacks!

Michael: If he keeps this up, he just might have a chance.
---
Valt smiled as he watched the battle, he was impressed at Bells strategy

Valt: Nicely done Bell..
------
Phoebe: I'll admit you got a little better, but it'll take more than that to beat Pandemonium!

Pandemonium was starting to glow brightly as it was approaching Belial

Bell: We're just getting warmed up, Pandemonium will be defeated here and now!

Belial blocks Pandemoniums attack again but it was quickly shut down as Pandemonium's jagged underside was starting to push it downward

Phoebe: Now burn! Fire!!

A blast of fire shoots up from the stadium and Belial was pinned down from the flames

Bell: Belial! Get out of there now!!

Phoebe: Finish it, Ruin Break!

Belial was instantly sent flying from Pandemonium's overwhelming strike and it landed outside the stadium

Bell: T-Tch..!

Referee: Ruin Pandemonium with an Over Finish! The score is now 1-0 with Akuma in the lead!

Phoebe's eyes glowed and narrowed with frustration through her mask as she started to get furious

Phoebe: It wasn't.. a Burst?!

Bell picked up his bey and he grinned at Phoebe and pointed his finger at her

Bell: You may have won that battle but this time, i'll finish you with one attack!
------
Ranzo: His strategy was flawless but yet he still lost, Pandemonium's strength is unreal!

Michael: He was able to resist Pandemonium's Elemental Power but.. Phoebe was most likely going for a burst.. she still is.
---
Wakiya: Looks like Bell has been backed into a corner, Phoebe has already claimed the lead

Valt: Im confident that Bell can win this, if anyone can beat her, it's him!
------
Bell: When im done with you, you will flee from me in complete horror!

Phoebe smirked as her aura of darkness began to glow around her, she could feel the Ultimate Elemental Power just within reach

Phoebe: Spare me.. the one who will flee is you!

Bell grinned as he converted his A-Gear back into Attack Mode

Referee: 2nd Battle!!

The 2 bladers took their positions once again and the battle began

Referee: Ready Set!!

3 2 1 GO SHOOT!!!

The beys were off and Belial and Pandemonium clashed in the center

Bell: Let's do this! Belial!!

Phoebe: Pandemonium!!

Belial and Pandemonium clashed with all their might and Belial was knocked back

Bell: We're not done yet!

Belial rides along the Ignite Zone and rushes straight for Pandemonium!

Phoebe: Not so fast! Ruin Shield!

Pandemonium blocks Belial's attacks with a powerful defense and knocks it back!

Bell: Tch! Hang on Belial!!

Belial manages to stay in the game as it used its VS Gear to stabilize itself but Pandemonium was closing in fast
------
Ranzo: Amigo! Watch out!!

Michael: Its no use, he cant get away in time!
------
Belial was charging around the stadium and Pandemonium was chasing it down

Phoebe: Where do you think you're going? The fun is just beginning!!

Pandemonium slams into Belial and knocks it back with a powerful attack as Belial's lock advanced to the Burst Lock

Bell: It'll take more than that to beat Divine Belial! You've met your match Phoebe!

Phoebe smirked as her dark aura began to glow around her and her eyes glowed through her mask

Phoebe: In that case.. i'll show you my true power and destroy you for good!

Pandemonium was starting to change colors and its dark aura was becoming more intense
------
Valt and Wakiya were amazed at the power Phoebe was displaying and Valts eyes widened

Valt: Her Elemental Power just evolved!
---
Ashtem was watching the battle and he grinned sinisterly as he watched Pandemonium's Elemental Power skyrocket to 1000%

Ashtem: It's finally here... The Ultimate Elemental Power! Never thought it would be Bell who would draw it out..
------
Phoebe: Now destroy them! Pandemonium!!

Pandemonium was starting to accelerate even more as its Ultimate Elemental Power glowed like fire

Bell: Ha! We're not going to be done in with an attack like that! Now Belial!!

Belial and Pandemonium sped around the stadium at full speed and clashed in the center with overwhelming force

Phoebe began to grin sinisterly as she could feel her power reaching a new high like she had never experienced before

Phoebe: It's finally here.. the Ultimate Elemental Power has finally come!
------
Michael watched in horror as he watched Phoebe start to lose control again

Michael: Phoebe.. No!
------
Bell: Ha! We're not scared of your Elemental Power, our Elemental Power is superior! Behold the Demon King Elemental!!

Phoebe grinned as she let out a frightening shriek and a large burst of energy surrounded her

Phoebe: Unleash all of your Elemental Power! Show the entire world the power of the Elements, Pandemonium!

Bell: Belial! Hang in there a little more!!

The 2 beys were blown back with an ear splitting bang and Belial fell out of the stadium along with Pandemonium at nearly the same time

Bell: W-What?!

Phoebe: T-Tch..!!

Referee: Ruin Pandemonium with an Over Finish! With a final score of 2-0, Akuma is the winner!!

Bell: Aww man i was so close!
------
Ranzo: Seriously, not even Bell could beat her?! Just how strong is she?!

Michael: Nobody can defeat her now, she's done it, she's finally unleashed the Ultimate Elemental Power..
---
Valt: Bell was so close too..

Wakiya: Guess that leaves you now, i'll give you a few days to practice if needed.

Valt: Thanks Wakiya, i'll definitely need it.
------
Phoebe clenched her fists tightly as her rage began to boil over again

Phoebe: I don't understand.. how did it not burst, everything was perfect.. how?!

Bell: Phoebe! Next time we battle, i'll win and i'll be sure to burst you too!

Phoebe frowned at him as he started to walk away and she was becoming more and more frustrated and enraged

Phoebe: You'll win.. no, i will win and if we ever battle again, i will end you and every thing you ever cared about!

---Later---

Bell stepped outside the arena and he ran into Ranzo and Michael

Michael: Well Phoebe has unleashed her Ultimate Elemental Power, it will be impossible to beat her now.

Ranzo: I thought you had her, you were so close!

Bell: Ha! The Demon King was just preparing to win!

Michael: Is that so? If that were the case then you would have won, i thought you said your plan was flawless.

Bell: It was!

Michael was starting to get very angry, his eye was starting to glow with a burning glow

Michael: Then you should have won, Belial shouldve burst Pandemonium!

Bell: What are you..?

Michael frowned and turned away from Bell and started to walk off

Ranzo: What an interesting guy he is..

Bell: Michael..

Michael continued to walk away as his aura faintly glowed and he held his bey in his hand

Michael: The one who will defeat Phoebe and Ruin Pandemonium is me and me alone.. Valt wont even get the chance to battle her.

Michael continued walking away, a small smirk was spread across his face

To Be Continued...

Next Episode: Dark Forces! A Vancouver's Destiny!!

Bell and Ranzo study Pandemonium for a weakness! Michael and Phoebe finally face off in a battle!