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H.E.A.T. investigates a gigantic caterpillar-like mutation known as the Megapede, who is rampaging through the neighbor states of Illinois and Indiana. Godzilla is called upon to render assistance, but the Megapede sprays a form of poisonous foam, and also has poison producing spurs along its many legs, both of which serve to keep the Kaiju King at bay. The mega-insect finally climbs atop a building, forms a cocoon, and transforms into a huge winged insectoid creature with the habit of disrupting radar frequencies by rubbing its wings together, thus wreaking much havoc. H.E.A.T. concocts a poison neutralizing foam, which it spreads on the kaiju's wings, allowing Godzilla to attack and defeat the creature more easily.