Having survived his battle against Ultraman Zero from the previous film, the evil Ultraman Belial, now known as Galactic Emperor Kaiser Belial has taken up a new conquest for universal domination. Having gained two allies in his conquest, as well as creating millions of robot servants known individually as the Legionoids and the Darklops, Belial attacks the planet of Esmeralda. Taking the planet hostage and brainwashing the guardian of the planet, Kaiser Belial is victorious in capturing the planet.