The Edge of Beyond is a giant tear, surrounded by a galaxy of floating debris. Ray explains that they are going to need protection; Web shields, formed from the scales of the dead Web creatures in the vicinity. "I get you, lad! Clad the ship in the 'scales of the dragon'." [These are the full-sized animals that caused so much damage to Mainframe during "Web World Wars".
The upper deck of the ship starts to look like a whale's ribcage as the creature's bones are lashed together. Matrix uses the ship's anchor as a grappling hook and hauls up a creature using the heavy chain. Ray offers to help AndrAIa, causing Matrix to stomp off in a huff. Disgusted, AndrAIa heads off on a pirate zip-board, grumbling about the "darn, obstinate hard-headed sprite".
She comes across an organic blue and purple tower of spheres amongst the skeletons. It appears to be alive, moving and bending. Ray recognizes it as being dangerous, but before he and Matrix can get there, a baby Web creature pops out and takes a chunk out of AndrAIa's arm. Ray refuses to let Matrix deleted it; killing the Web creature will destroy AndrAIa's only chance at recovery. It's a Class M creature, able to stabilize a tear, but before it gets away completely, Matrix has his Gun target it.
What appeared to be a spaceship in the opening credits is actually the Saucy Mare in full armor plating. The ship is ready.
Capacitor asks Ray if it really is possible to save AndrAIa. Ray replies that he will face any danger to save her. The Captain's request to go below and fetch Matrix puts that resolve to the test. Down below, Princess Bula, Frisket and Matrix are watching over AndrAIa, who is fading in and out, becoming transparent. The Web creature has stolen more than just her energy; it has taken some of her code.
Ray goes through the airlock on his surfboard. When he double-clicks on his icon (a yellow oval with a stylized "M"), his entire body becomes covered with dark gray scales. Summoning up some yellow/green energy bolts, he puts his hands into the surface of the tear and transforms it into a Web portal - swirling red-brown chains of infinite spheres. Ray pops inside and the ship follows.
The Saucy Mare, looking like a humongous Web creature, exits the portal and slowly makes its way among clinging red and blue clouds in Web land. Mr. Anderson, the helmsman, reports that they are in the Dead Sea of the Data. It's like navigating in an invisible lead soup. Matrix's Gun picks up the tracking signal; he takes over at the steering wheel and goes after the Web creature. This distresses Ray Tracer, since the chase takes the ship right through the middle of a data storm. The rough sea causes the ship to buckle and shake, then the intense pressure causes the bolts to burst from the bulkheads.
After the rough passage, Ray is up on the bridge, asking what happened. He and Matrix come to fisticuffs, then Ray declares "this is my digital domain, if you want to survive the Web, you better do as I say." Matrix goes into psychopath mode, only to be stopped by Captain Capacitor reminding them both as to who is in charge.
Time passes. Matrix paces impatiently as the surfer continues looking for the Web creature. Finally, Capacitor announces "Thar they flow!". It's a group of the creatures, making noises like a pod of whales. Matrix borrows AndrAIa's trident and lets the surfer use it as a harpoon. Ray is too busy sneaking up on their quarry to notice that the creatures are being herded by another beast with a rider. (The rider is a bipedal being, the likes of which we have not seen before.) Just before the harpoon is stuck, the rider sends his toothsome beast straight at Ray.
There is no sign of the surfer dude. Only his surfboard, which has a fearsome bite taken out. Matrix has to finish the job. Luckily, the crew has been busy in creating a protective suit for him to wear. Matrix leaves his Gun behind (it would degrade out there), and boards the sloop. (During his departure, no one notices that the surfboard has regenerated itself.)
Two Web riders watch Matrix approach the pod. Speaking in high-pitched tones (group 1 fax? Racal-Vadic 1200 baud?) they send their trained Web creatures against him. As the subject of the great hunt sails over him in slow motion, the Gun's target gets knocked off. Matrix, in turn, is knocked off of the sloop and falls towards a swirling Maelstrom. The surfer shows up to snatch the big guy from the whirlpool.
Back at the ship, Ray implies that Matrix did not need to go outside. "I told you I had it covered." "Covered, my ASCII! What are you?" "A search engine, next generation." "You ARE the Surf Baud", says Matrix in awe.
The pod has moved off, but there is definitely something out there. Matrix suggests battle stations. The episode ends with the ship being surrounded by Web riders.