Subtitle: Hypnosis Monster (催眠怪獣 Saimin kaijū)
Bao-on was an alien monster who arrived to Earth in a meteor. After landing by a mountainside near a village, Super GUTS arrived on the scene to investigate the mysterious event of people randomly falling asleep nearby the village. Bao-on finally arose once the townspeople awoken and quickly put them and Super GUTS back to sleep with his sleep roar. Despite Bao-on visually harmless nature, he was still a nuisance and threat to the village because of his sleeping waves and Super GUTS tried to apply several tactics to try and lure the monster away from the village. The first attempt involve luring Bao-on away with a red balloon (the color, red greatly interests Bao-on) and restraining him with cables to his leg, which only managed to slow him down. Super GUTS then tried to quiet the monster by placing a muzzle-like mask on the monster, only for Bao-on to tear it to pieces upon seeing it.
The next morning, Bao-on discovered another red balloon and started following it as it was leading him towards the city. Super GUTS then took the offensive and attacked Bao-on with laser and tranquilizers, but this only frightened Bao-on back into the village from before. Ultraman Dyna quickly arrived just as Bao-on was about to (unintentionally) crush the scientist, Mustafa, who was helping Super GUTS, Ultraman Dyna appeared and tried to hold off the monster by turning into Strong Type to lure him away from the village, but Bao-on's natural strength and Sleep Waves made him a difficult task for Dyna to stop him. Realizing Bao-on was not an aggressive monster, just a misplaced one, Dyna reverted into Flash Type and created an Ultra Balloon to distract Bao-on as he carried the monster back into space, where he wouldn't cause trouble for Earth again.
- Suit actor: Toshio Miyake
- Bao-on was once praised by the Super GUTS captain Gonsuke Hibiki as "The Most Powerful Monster In Recorded History" as he can make his attackers sleep, thus making him immortal (or as long as he can live).
- Bao-on's roars are mixed from several herbivorous mammals such as donkeys, cows, and elephants.
- Bao-on is the first monster whose life is spared by Ultraman Dyna.
- Height: 53 m
- Weight: 60,000 t
- Origin: Space
- Weakness: Bao-on is greatly interested in the color, red.
- Powers and Weapons
- Sleep Waves: Bao-on's roar can put living beings instantly to sleep. Bao-on will usually breath a large amount of air through his nose before or during his roar.
- Drug Immunity: Bao-on is immune to drugs doses like tranquilizers after being exposed to it before.
- Natural Strength: Bao-on's strength matches Ultraman Dyna's when he's in Strong Type.