The Woman Who Faded Into the Night (真夜中に消えた女 Mayonaka ni kieta on'na) is the 16th episode of Ultraman Leo.
The dreadful Alien Atler has come to earth, and Dan tells Gen he is no match for this enemy. She also has the power to wipe out entire planets...
Two young boys enter a greenhouse in the middle of the night (??). A little girl watches, somehow hidden by plants. They are scared by a pot falling over, and run, and the little girl comes out as the children's sister.
Later, two kids drag their teenage brother to the greenhouse, saying that there were recordings of ghost cries from there. They run off, but the kid goes on alone. He hears something, and asks if someone is there. The human form of Alien Atler appears. She fires a blast of light at him and he collapses.
Gen goes to investigate, and finds the boy a statue. The alien continues to petrify people, and Dan tells Gen that a terrifying enemy has come to earth. He says Atler aliens have wiped out entire planets. He also says that Leo stands no chance against her in his current state.
The alien makes her way into the flat Momoko is staying in. She quickly phones Gen to tell him she hears sounds like those on Tooru's tape: those of the alien breathing. She hides as she hears the screams of the other residents of the flat. Gen arrives as the female alien continues her prowl. Seeing MACCY-3 above her, she laughs and transforms into her giant form. She begins to rampage, destroying flats and buildings as the sun rises.
Mac attacks, but the alien takes down several planes, including Dan's. He survives, but Mac loses another five planes in addition to the ones they lose weekly.
Dan tells Gen not to transform, but he does anyway. Dan uses his mind to weaken the alien's light. Leo uses his chance and gets the upper hand in the fight until Dan passes out from the effort. Leo begins to take a beating, and his legs are turned to wax. He is knocked to the ground and passes out. He awakens as Gen in Dan's arms. He learns the alien disappeared in Tokyo.
Gen nearly gives up, discouraged at his failure, but Dan convinces him not to. The two confront the alien as it continues its rampage, turning countless people into statues.
Dan and Gen attack the alien's chest with missiles and rockets, damaging it. Gen rams his plane into Atler's chest, and transforms. He destroys it quickly, and a black orchid sprouts where it fell. Gen runs to Dan across a grassy field of daisies. End.
- Ultraman Leo Volume 4 features episodes 13-16, & Complete DVD-Box features all episodes.