World Championships, Sho Tenma and his Soaring Wing Pegasus battle Jin Ryu and his Doom Fire Drago in a best out of three competition. As the head of the Executive Committee, Chairman Ryan, and his team watch, the battle begins. Jin wins the opening round which is a Crash battle, which means that Sho must win the next test or he loses the championship.

Many young Wheelers approach Sho, Jin and Leon and ask to join their team, Estrella. Leon grudgingly sets up a series of Beywheelz tests for them to see if they are good enough to even try out for their team. While Team Estrella continues to practice alone, the kids work hard to pass Leon's tests.

While Jin and Sho meet with Ryan at DREAM HQ to discuss the Dominator menace, Leon reluctantly helps kids train with their beys. The Dominators hack into the DREAM computers and demand Ryan turn over power to them. Sho and Jin travel to where the Dominators are and try to decide things with a bey battle. Sho and Jin lose to Odin and Glen, but feel they have been cheated.

Leon travels to a desert town called San Miguel to find a Wheeler known as "The Strong Armed Outlaw." He arrives in town to find that the local gym has just been destroyed by a mysterious Wheeler. One of the gym members, Covey, tells Leon he is now going to find the person who destroyed the gym and make him pay.

Sho and Jin travel to Das Vegas, where they hope to find strong bladers who will join them in their quest to defeat the Dominators. They watch a match that takes place in a huge arena, but Jin thinks the competitors, Nicole and Marche, are really just entertainers, not true bladers. Nicole is incensed by this and challenges Team Estrella to a battle to prove they are for real.

The members of Team Estrella return to Destection City with their new allies to prepare for a battle with the Dominators. The winner of the The Battle of Beywheelz Judgment Bey tournament will take over the world of Beywheelz. The tournament will consist of five battles, and the first team to win three will be declared the victor.

Team Estrella have won the first match against the Dominators in the Judgment Bey tournament and both teams are preparing for the next match. Gigante sees that Sting has been punished by the Dominators' Team leaders for losing the first match and he vows not to let his brother David down in their battle against Nicole and Marche.

Leon is training hard as he will be battling Jake of the Dominators in the next match in the Judgment Bey tournament. Leon has a reputation for trying to overpower his opponents using brute strength and Team Estrella hopes he can battle calmly this time and not lose his cool.

After a heated discussion it is determined that Jin of Team Estrella, not Sho, will battle Glen of Team Dominator in the next match of the Judgment Bey tournament. As the match is about to begin, Marche, Covey and Nicole discover that the Dominators are cheating by selecting stadiums that will be advantageous to their bladers.

With the Judgment Bey Tournament tied, there is a fifth and deciding match between Team Estrella's Sho and Team Dominators' Odin. Sho is surprised that the stadium is normal as the Dominators have rigged each stadium in the previous matches, but at first it does not seem to help him. Odin's bey, destroyer, is giving Sho's bey, Pegasus, a serious beating and it looks bad for Team Estrella.

Ryan shocks the members of Team Estrella by offering them a chance to become the new Dominators and work for him. He explains that he has done research into the history of beys and that he found a portal to new world where beys that no one in this world has ever seen exist.

Sho and the rest of Team Estrella have arrived at DREAM Headquarters and announce that they are there to stop Ryan from achieving his plan to invade another world. They are at once set upon by numerous members of the Dominators and various battles ensue. While Covey battles a huge number of guards by himself, Marche and Nicole take on David and Jake.

Odin surprises everyone when he refuses to battle Sho and turns his Bey to battle Ryan instead. Ryan defeats Odin and then challenges Sho to a final battle to see who will be the one to open the portal and go forth into the new world. Meanwhile Covey, Marche, Nicole and Gigante defeat David, Jake, Glen and Sting and Jin and Leon defeat Mathew and Lucy.