Prelude to Ground Annihilation (地上壊滅の序曲 Chijō Kaimetsu no Jokyoku) is the thirty-eighth episode of Ultraman Max.
Max warns Kaito that he must leave Earth for Nebula M78 soon. Delos threatens to destroy all DASH bases unless humans give up on their civilization.
All UDF bases are attacked and unable to function. Two weeks earlier, a Scout Berserke had attacked, and when Kaito transformed, Max told him he would have to leave to Nebula M-78 soon. He then destroys the Berserke with his Max Galaxy, but the mecha recorded the attack. Later, the Auto Matons begin to speak, telling humanity to stop all economic and warlike activity which damages the environment within thirty hours. If not, DASH bases will be destroyed and humanity wiped out.
Yoshinaga analyzes the Auto Maton while Mizuki and Kaito look around the base. They find another Auto Maton but are ordered to return, as Base Poseidon has been destroyed. Everyone received a warning to evacuate, however. Because Poseidon was exploring earth's crust, Yoshinaga believes the attackers are underground.
Yoshinaga theorizes the location, and Kaito and Mizuki are sent to negotiate with Delos using the DASH bird three equipped with a drill. They break into their city unexpectedly, and make a crash landing. Meanwhile, Base Titan is evacuated and Elly calls on Kaito and Mizuki, but is unable to contact them. Kaito takes Mizuki out of the wreck, but she does not respond.
Kaito shouts for the Delos to stop their attack, but their Atmospheric Converters take flight to the surface, and the human is ignored. When Kaito tries to transform, Max tells him he cannot interfere in a dispute between two civilizations on the same planet. A Satellite Berserke approaches him, but Mizuki revives, and threatens to destroy the city with the DASH bird three's self destruct function. However, they are told that because of humanity's destruction of the ozone layer, the sun's radiation reaches underground, and is about to destroy Delos. Mizuki collapses, and Kaito frees himself, but Mizuki passes out.
Meanwhile, Base Titan is destroyed, along with all the other bases around the world. Tall towers arrive in their place, which change nitrogen and carbon dioxide to oxygen. Elly predicts humans will die if it continues much longer. She then sees Mizuki's life signs have ceased....
Continued in the next episode.
- Ultraman Max Volume 10 features episodes 35-39.
- Ultraman Max Complete Season.
- This episode was later featured in New Ultraman Retsuden episode 145 "Max's Last Battle! Prelude to Ground Annihilation."
- The episode was premiered in the United States on TOKU on March 24, 2017
- The scene where Max prevents Kaito from transforming is similiar to Seven's Superior towards Dan Moroboshi in the final episode of Ultraseven.