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Warning: This episode contains CHARACTER DEATH, VIOLENCE, BLOOD, and DEATH! Viewer discretion advised!

Terror of the Saucer Race Series - MAC Annihilated! The Flying Saucer is a Living Creature (恐怖の円盤生物シリーズ・MAC全滅!円盤は生物だった Kyōfu no enban seibutsu shirīzu MAC zenmetsu! Enban wa seibutsudatta) is the fortieth episode of Ultraman Leo. It is the first episode in the Terror of the Saucer Race Series (恐怖の円盤生物シリーズ Kyōfu no enban seibutsu shirīzu) story arc.


A beast under the guise of a Flying Saucer travels from a distant planet to attack Earth. MAC doesn't detect it, and gets all but destroyed.


A flying saucer is dispatched from a dark planet towards earth. Meanwhile, a female member of MAC celebrates her birthday. There is suddenly an alarm as the saucer enters the perimeter. There is a huge jolt and the lights go out as the inside begins to fall apart. Sickly yellow smoke fills the base as Silverbloome's tentacled limbs surround it. One claw breaks through the wall as yellow acid is pumped on to the station. Some of the members try to escape in the MACCYs. Dan tells Gen to go and leave him. Some members make it out in their plane, but it is grabbed and consumed by giant crab-like claws. Dan pushes Gen out of the way as the ceiling smashes down. He tells Gen to fight and vanishes as the lights disappear and entire darkness fills the base: it has been consumed. Leo, transforms, flies out and tries to battle the monster. It escapes to earth.

A man in black wanders through Tokyo. Crowds scatter as it settles on a shopping building: the very one Momoko, Takeshi, and Kaoru, Tooru's sister, are in. They try to escape, but the building crumbles around them. Black Directive walks past the fleeing people as buildings fall. He holds up a crystal ball and it vanishes into a cloud of smoke.

Emergency shelters are full of bloody victims. In there, Gen finds Tooru. They find the names of their friends on the confirmed casualties list, and Tooru breaks down. There are heart-rending flashbacks. Gen swears to fight the enemy as long as he lives. A brave nurse takes Gen and Tooru in with her two daughters.

A group of schoolboys find a strange object by the road and bring it to class, where one stuffs it into his locker. It follows them to the classroom and the teacher discovers it. Tooru believes it is a flying saucer. The teacher calls order and says he'll look into it. Tooru plans to tell Gen.

That night, the saucer begins to fly, but it settles down as the teacher comes in to investigate it. When he sets it over a heat force, there is a strong reaction. It transforms into a small version of its saucer form and sprays mists everywhere, causing the teacher to choke as it alights on his head, spewing acid as it consumes the screaming man.

Gen rushes to the school building as flashes of light erupt from the inside. Using his crystal ball in a very iconic shot, Commander Black summons a storm. The now giant saucer floats through the rain, smashing buildings and unleashing waves of acid. Its crab-like tentacles break into buildings as humans run for their lives. Gen evacuates the students as the building begins to crumble and flame. The monster comes to rest near a building, and the children are injured. Gen transforms.

Although beaten down time and time again by acidic liquids and tentacles, Leo fights on as the monster tries to eat him. A group of teachers come to Gen's aid and rescue the students. Immediately gaining the upper hand, Leo grapples with Silverbloome's mouth and begins ripping out anything he can get his hands on, eventually disembowelling the creature and leaving it mortally wounded. Throwing Silverbloome's body down, Leo then fires the Leo Flash at it, blowing the monster to pieces and finally ending its reign of terror.

Infuriated at his loss, Commander Black continues with his plan, and calls Black Dome to Earth.


Suit Actors





Home Media

  • Ultraman Leo Volume 10 features episodes 37-40.


Ultraman Leo Episodes
The Death of Seven! Tokyo Is Sinking! | The Big Sink! The Last Day of the Japanese Archipelago | A Farewell to Tears | A Vow Between Men | Don't Cry! You're a Man | You're a Man! Burn On! | A Beautiful Man's Disposition | Certain Kill! Monster Challenger! | Bridge of Friendship That Spans Space | The Wandering Monster of Sorrow | One Man Covered in Mud | The Adventure Nut Arrives! | Huge Explosion! A Desperate Couple of Aliens | Certain-Kill Fists! A Young Boy Calls Upon a Tempest | Deadly Designs in Darkness! Attacking With Fighting Spirit | The Woman Who Faded Into the Night | Behold! Ultra Horror Series - Bride of the Wolfman | Behold! Ultra Horror Series - Vampire! The Bat Girl | Behold! Ultra Horror Series - The Revival of the Half-Man Fish | Behold! Ultra Horror Series - The Mysterious Boy of the Little Bear | Behold! Ultra Horror Series - I Saw a Goddess in the Far North | The Leo Brothers vs the Monster Brothers | The Mischievous Alien Who Fell Out of Bed | The Beautiful Virgo Maiden | The Rhinoceros Beetle Is a Space Invader | Japan Masterpiece Folklore Series - Ultraman King vs the Magician | Japan Masterpiece Folklore Series - Mighty! Momotaro! | Japan Masterpiece Folklore Series - The Return of the Bearded Captain! | Japan Masterpiece Folklore Series - Reunion of Fate! Dan and Anne | Japan Masterpiece Folklore Series - The Monster's Favor | Japan Masterpiece Folklore Series - The White Flower That Protects Earth | Japan Masterpiece Folklore Series - Farewell, Princess Kaguya | The Leo Brothers vs the Space Demon Alien | Ultra Brothers, Eternal Vows | I'm a Monster General! | Fly Leo Brothers, Save the Space Base! | Mystery! The Mirror in Which the Devil Lives | Battle! The Leo Brothers vs. the Ultra Brothers! | The Leo Brothers and the Ultra Brothers, Time of Victory | Terror of the Saucer Race Series - MAC Annihilated! The Flying Saucer Is a Living Creature | Terror of the Saucer Race Series - The Saucer Creature from the Evil Planet Is Here! | Terror of the Saucer Race Series - Leo Is in Danger! The Assassin Is a Flying Saucer | Terror of the Saucer Race Series - Challenge! The Terror of the Blood-Sucking Saucer | Terror of the Saucer Race Series - The Shooting Star from Hell | Terror of the Saucer Race Series - The Phantom Girl | Terror of the Saucer Race Series - The Fighting Leo Brothers! The End of the Flying Saucer Beast | Terror of the Saucer Race Series - The Girl Who Collects the Stardust of Demons | Terror of the Saucer Race Series - The Giant Bird Saucer Attacks Japan's Archipelago | Terror of the Saucer Race Series - The Red Assassin Who Beckons Death! | Terror of the Saucer Race Series - The Life of Leo! The Miracle of King! | Terror of the Saucer Race Series - Goodbye Leo! Journey to the Sun