Metalseadramon has Wargreymon in his mouth and under the water. Trapped, Wargreymon fights to get out. Whamon comes to the rescue by knocking over Metalseadramon, but Metalseadramon unleashes his River of Power and mortally wounds Whamon. Free, Wargreymon attacks Metalseadramon with his Terror Force and destroys Metalseadramon, once and for all.
The digidestined watch sadly as Whamon disappears. The same thing happens to Metalseadramon. The river on Spiral Mountain flows back into the remade Digital World because they defeated it's Dark Master.
Mimi makes four gravestones for Wizardmon, Piximon, Chuumon and Whamon, the friends who have sacrificed themselves for them. Tai is all ready to fight, and he and Matt get into an argument about it. Matt wants to think back about their friends once in a while and gets really angry at Tai who he believes doesn't care.
They travel into a forest which is actually Puppetmon's turf. Because they were taking such a long time to get to where Puppetmon was, Puppetmon used his remote control to control the ground they were walking on by moving it quickly. When the digidestined realized what was going on, they jumped off, only to have that piece of land move forward. Tai comes up with a plan and they climb up on to a tree.
While Puppetmon looks around for old toys, his henchman Kiwimon realizes that the children are not on the TV screen anymore (Puppetmon has cameras all over the place). Tai and Matt get into another fight, but before anything gets accomplished, Tai disappears, followed by Mimi, then Sora and Izzy, then Joe and Kari until only Matt and T.K. are left. They get transported to different places in the forest.
In the tree with the rest of the digimon, Matt promises T.K. that he will do anything to protect him, but T.K. stands up for himself and tells Matt that he can protect himself. Matt thinks to himself that he's pushing everyone away, and doesn't say anything.
Meanwhile, Puppetmon has a picture of the forest laid out on the floor with dolls of each of the digidestined. Using the dolls, he transports the digidestined to different places and controls their actions by moving the dolls around. Joe's doll gets hit in the stomach with a ball and in real life Joe feels pain in his stomach. Tai is turned upside down and his head hits the ground. T.K. is tickled and laughs hilariously. The digimon are still stuck in the tree doing nothing, so Patamon decides to go look for T.K.
When Matt is transported and reunited with T.K., he's relieved. He asks if T.K. is alright and T.K. says he's fine, explaining about the laughing situation. Matt wants to know if he's sure he's alright, but all T.K. wants is for Matt to stop being worried about him and reminds Matt about what he said before.
Puppetmon decides that T.K. looks easy to scare and wants him to be his new play toy. He goes to T.K. and offers to play a game of War. He says that it'll just be pretend, or at least for the first part, and then he will really destroy him. Matt tells T.K. that Puppetmon is just trying to scare him and that he shouldn't listen, but Puppetmon hits Matt with a gummy ball that wraps up Matt so he can't move. Matt falls to the ground and T.K. refuses to play. Puppetmon says that if T.K. wouldn't play then he would destroy his brother, so T.K. is forced to agree. Matt tries to get T.K. to run away, but Puppetmon wraps another gummy ball around Matt's mouth.
In Puppetmon's house, T.K. runs quickly trying to hide from Puppetmon, but it's hopeless. During the game, T.K. runs over the remote control and all the roads move toward each other so that all the kids are reunited. Gabumon comes over to Matt and cuts open Puppetmon's ball and Matt is able to tell them that Puppetmon took T.K. They decide to follow the road that should lead to Puppetmon.
Kiwimon appears, saying that no one was to interrupt Puppetmon's playtime. The digimon fight off his attack, and Tai gets ready to fight him. But Matt disagrees and wants to find T.K. first before they destroy Kiwimon. Tai thinks they need to fight him first. When Gabumon tries to digivolves, Matt finds that his digivice won't work and his crest won't glow. Instead, Biyomon digivolves to Birdramon and destroys Kiwimon.
Meanwhile, Patamon discovers the remote control and with some fiddling with the buttons and the dolls, he realizes what it's capable of.
When Puppetmon is about to catch T.K., T.K. realizes that Puppetmon isn't too bright and that he should be able to outsmart him. So T.K. pretends that the game is boring and that Puppetmon is too. Upset, Puppetmon says that he does have friends and runs off to make some from his toys. Patamon flies into the hallway, finding T.K. T.K. destroys Puppetmon's map and remote control, then takes the dolls with him.
Patamon and T.K. find the others and he tells everyone about what he's discovered. Proud of his accomplishments, T.K. grins happily as the others congratulate him and take a look at the dolls.
During all this, Matt backs away with Gabumon following, feeling unneeded and that his efforts to help T.K. was just washed away. When the others realize he's gone, they turn to look for him but find that he's disappeared. What happened to Matt?

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