Original Title: Memories of my Mother. Howl, MachGaogamon!
The tamers get ambushed by a group of Dokugumon who tie them up in their webs. MetalPhantomon appears and goes into the minds of the tamers and turns their memories into nightmares in order to destroy their souls. Masaru's nightmare shows him trying to rescue Chika from Drimogemon when a group of Numemon stops him. In Yoshino's nightmare she sees herself as a little kid crying in the corner. It hits something in her because she starts crying too. In Touma's nightmare he sees his mother. He tries to stop her from going to the festival but she goes right through him. He then runs out into the street to try to stop the truck but it goes through him too. Turns out that Touma's mother pushed him out of the way of the truck and got run over instead. Touma sees his mother again afterwards, he talks to her and he is able to break out of Dokugumon's web. He starts to glow with the blue DigiSoul and Gaomon evolves into MachGaogamon. He frees the others and as they take care of killing the Dokugumon, MachGaogamon fights MetalPhantomon. The tamers then go to leave, but Yoshino collapses and won't wake up.