Shu Kurenai was helping Valt train for his coming battle against Phoebe and they started coming up with a plan

Shu: Pandemonium might be strong but it cant last forever, if possible drive it on the defensive as much as you can.

Valt looked down at his bey and looked back at Shu

Valt: This battle is everything, if i lose here then it could mean the end of Beyblade.

Shu: Try not to think to much about it, after all it doesnt matter if you win or lose, its about having a fun battle, or am i wrong?

Valt: No, you're not wrong.. i cant believe i have you to remind me that.

Shu: Someone has to.. but seriously, you have to focus on your battle with Phoebe, you trained too hard to lose now.

Valt: I know, and i'll be sure to win with all i got today, Pandemonium doesnt stand a chance!

Shu: We never did find out Pandemonium's weakness, i suppose just do what you can out there.

Valt: It's all i really can do but defeating her isnt just my only goal..

Shu: I know, do what you have to do and nothing more, nothing less.
------
Bell was continuing to train with Ranzo when Hannah came up to him with a Tablet

Hannah: The battle between Valt and Phoebe is today, are we going or are you staying here to train?

Bell: Of course we are, we wouldnt miss that battle for the world!

Ranzo: Its Valt vs Phoebe after all, who would ever want to miss that!?

Hannah: Okay jeez, i'll tell Wakiya we'll be there!

Bell continued to train but he couldnt help but wonder how their battle was going to go down

---Meanwhile---

Phoebe stayed in one of the Training rooms as she trained as hard as she could and she thought about what Valt had said to her before

"If you want to be a legend then take that mask off!"

Phoebe clenched her fists tightly as the words kept playing in her head on repeat

Phoebe: Valt Aoi.. you have no idea.. your defeat today will prove that i am the strongest in the world!

Her armbrace began to ring and Ashtem was contacting her

Phoebe: So you're watching my battle?!

Ashtem: The time draws near for you to unleash the full potential of your powers, you will defeat Valt Aoi and take his place at the top of the world..

Phoebe nodded as she sat down and got her equipment together

Phoebe: I understand.

Ashtem: we will finally exact revenge on Valt Aoi and destroy him, use whatever means necessary

Phoebe: Consider it done..

Phoebe picked up her bey and it began to glow in her hand as she left and headed to her battle as she put her mask on
------
The fated battle between Valt and Phoebe was now starting as the 2 bladers stepped up to the stadium

Valt: So the time has finally come for us to battle, ive been looking forward to this.

Phoebe: The pleasure is all mine Valt Aoi, after all, i will defeat you in front of everyone today!

Valt: We're not going to let that happen! The one who is going down is you!
------
Bell and Ranzo were watching the battle and they were on the edge of their seats

Bell: Valt has this in the bag, there is no way he'll lose this!

Ranzo: Valt! You've got this amigo!!
---
Shu: So the day has finally come for them to battle.

Wakiya: The question remains, who will come out on top?
---
Ashtem was watching the battle from the Snake Pit and he smirked

Ashtem: It all comes down to this, Valt Aoi.. show us what you can do..!
------
Phoebe held up her bey, Ruin Pandemonium as it began to glow with a dark aura

Phoebe: Rest assured Valt, i will dethrone you from your number 1 spot!

Referee: 1st Battle!!

The 2 bladers took their positions and the battle began

Referee: Ready Set!!!

3 2 1 GO SHOOT!!!

The beys were off and Ruin Pandemonium had taken center stage as Ultimate Valkyrie charged around the stadium at full speed

Valt: Alright Valkyrie! Let's do this thing, go for a Rush Shoot!!

Phoebe: Now Wind!!

Pandemonium's Winde Elemental blocks Valkyrie's attacks and sent it back the other direction

Valt: Keep attacking Valkyrie, keep pushing!

Valkyrie clashes with Pandemonium with all its might and was slowly starting to push it back

Phoebe: Lightning!

Pandemonium manages to escape and begins to pick up speed as Lightning bolts crackle around it

Phoebe: Now Water!!

Pandemonium comes back around and knocks Valkyrie into the air with a powerful Water Elemental Attack

Valt: It's not over yet! Valkyrie!

Valkyrie lands on the Upper Deck and it was starting to change colors

Phoebe: Now Pandemonium! Its time!!

Pandemonium's Fire Elemental glowed and it chased after Valkyrie

Valt: Alright Valkyrie! You know what to do!!

Both beys descended from the Upper Deck and were headed for the center for a fierce impact

Valt: Ultimate Slash V!!

Phoebe: Ruin Break!!

Pandemonium and Valkyrie clashed with all their might as bursts of energy erupts from the stadium and the one that was sent flying was Valkyrie

Valt: I-Impossible!

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

Phoebe stood there with a sinister grin on her face as her Ultimate Elemental Power flowed around her as Valt reached down to pick up his bey
------
Bell: I thought he had her, he was so close!

Ranzo: Still, the battle isnt over yet, Valt can still make a comeback!
---
Ashtem grinned as he watched the rest of the battle play out

Ashtem: Very good Akuma, just one more point and it'll all be over!
------
Valt retrieved his bey and looked back towards Phoebe who was staring at him

Valt: I must say you are pretty strong but we're going to be the ones that win this battle, not you!

Phoebe grinned as her aura continued to glow around her

Phoebe: We'll see about that soon enough..

Referee: 2nd Battle!!

The 2 bladers took their positions and the 2nd battle began

Referee: Ready Set!!!

3 2 1 GO SHOOT!!!

The beys were off and Ruin Pandemonium took center stage once again as Ultimate Valkyrie raced around the stadium at full speed

Valt: Elemental Power or not, i will bring you down! Rush Shoot!!

Valkyrie came charging in and began to fire off a barrage of ruthless attacks on Pandemonium

Phoebe: It's useless! Ruin Shield!!

Pandemoniums defenses send Valkyrie flying but Valt wasnt going down that easily

Valt: It's not over yet! Let's do this partner!!

Valkyrie was starting to speed up as its Evolution' Driver was starting to wear down
------
Bell: Wait what's going on out there?!

Ranzo: It looks like Valkyrie is speeding up and rapidly too!
---
Wakiya: Ive never seen such speed before, way to go Valt!

Shu: Valkyrie is starting to awaken!
------
Valkyrie was picking up more speed as its Evolution' Driver had fully worn down

Valt: Alright Valkyrie! Let's do this!!

Valkyrie picks up even more speed as it starts to change colors

Phoebe: Pandemonium! Here it comes!!

Valt: Now go for it! Valkyrie!!

Valkyrie was accelerating to light speed and it was coming right for Pandemonium!

Valt: Ultimate Flash V!!

Valkyrie slams into Pandemonium with all its might and sends it flying out of the stadium with a powerful blow

Phoebe: T-Tch..!

Referee: Ultimate Valkyrie with an Over Finish! The score is now tied 1-1!!

Cheers burst out from the audience as Valt had taken the next point and Valt gave a smile
------
Bell: Hey he actually managed to pull it off! He was able to score a point against her!

Ranzo: I knew he could do it! That attack was out of this world!!
---
Wakiya: Wouldnt expect anything less from Valt, he was able to score a point on her.

Shu: But now its all come down to this, the score is tied so whoever wins this next battle will take it all.
---
Ashtem watched the battle and stared at Pandemonium's Elemental Power, it had grown to 1090%

Ashtem: A minor setback is all it is Akuma.. the next battle will be yours..
------
Phoebe reached down and picked up her bey and looked towards Valt who was still smiling

Phoebe: I must say, you did well to score a point against Ruin Pandemonium but let's see how you do in the next battle!

Valt smiled as he held up his Ultimate Valkyrie and his aura began to glow

Valt: You can try but we're the ones who are going to win!

Phoebe grinned as her dark aura began to glow and it began to flow like mist

Phoebe: My Ultimate Elemental Power will completely destroy you!

Phoebe started to change her Lucent' Driver into its Attack Mode

Referee: 3rd Battle!!

The bladers took their positions and the 3rd and final battle began

Referee: Ready Set!!

3 2 1 GO SHOOT!!!

The beys were off and both Valkyrie and Pandemonium charged around the arena at full speed

Valt: Let's do this! We're gonna end this in one shot, now Valkyrie!!

Valkyrie lands a brutal strike on Pandemonium and launches it into the air

Valt: Yes!

Phoebe began to grin like a psycho as her aura of darkness grew even larger

Phoebe: Yes that's it! Give us even more! I WANT MORE!!!

Valt watched in horror as Phoebe had completely snapped and he shielded his face from the intense aura

Valt: That power..!

Phoebe: Pandemonium!!

Phoebe: Now bring it! Come forth my Ultimate Elemental Power!!

Pandemonium combined all its Elements into a black and green aura and Pandemonium started to accelerate more

Valt: We're not losing here! Go, Valkyrie!!

Valkyrie and Pandemonium clashed back and forth with one attack after the other and neither bey was willing to back down

Valt: Valkyrie!!

Phoebe: Pandemonium!!

Valkyrie and Pandemonium continued their back and forth clash and bursts of energy was being thrown from the arena with each blow
------
Bell and Ranzo were amazed at what they were seeing, this truly was a battle for the ages

Bell: Incredible..

Ranzo: I never knew Valt was this strong..
------
Valt: End this! Maximum power!!

Phoebe: Come at me! No mercy!!

Valkyrie and Pandemonium collided with overwhelming force and were knocked back once again

Valt: Ultimate Slash V!!

Valkyrie's 3 Rubber blades glowed with streaks of red energy and it was heading right for Pandemonium as it took a ride on the Ignite Zone

Phoebe: Elemental Break!!

Pandemonium and Valkyrie clash with devastating force as a massive explosion erupts from the arena and the 2 bladers shielded their faces

The explosion was getting so intense that neither blader could look at it and it got so intense that it sent a small crack through Phoebe's mask

The smoke had cleared and a Bey emerged from the smoke and burst, it was Valkyrie...

Valt was in shock as the pieces of Valkyrie fell to his feet

Valt: N-No way..

Referee: Ruin Pandemonium with a Burst Finish! With a final score of 3-1, Akuma is the winner!!
------
Bell and Ranzo were completely jawdropped at what they just saw, Valt had been defeated

Ranzo: That's impossible.. Valt lost..?

Bell: There's just no way..
---
Wakiya: Seriously, she even beat Valt?!

Shu: Valt..
---
Ashtem was smiling with glee as he began to laugh maniacally at the defeat of Valt Aoi

Ashtem: Our revenge is now complete! Who will stand in our way now?!
------
Valt reached down and picked up the pieces of his bey and he looked up at Phoebe

Phoebe: This is.. the power of the Ultimate Bey ever! The Ultimate Elemental Power will forever be unmatched!!

Valt just smiled as he got to his feet and he walked over to Phoebe

Valt: That was a great battle Phoebe, that Pandemonium of yours is super strong!

Phoebe just frowned at Valt as she took off her mask

Phoebe: Why are you smiling? You lost!

Valt: Well i may have lost, but i had fun!

Phoebe's eyes widened in shock at what Valt had just said, the words nearly shook her to the core

Phoebe: F-Fun..?! How is it fun to lose?!

Valt: You're really strong Phoebe, we should battle again sometime!

Phoebe watched as Valt ran away and she was left standing there, shocked at what Valt had said

To Be Continued...

Next Episode: Spirit! Bell VS Ranzo!!

Following the defeat of Valt Aoi, Bell must get even stronger if he has a chance against Phoebe and Pandemonium!