Sleeping in the deep, black, waters of Tokyo bay, a few stray ancient micro organisms dwelled. Living since the dawn of time, the Precambrian crustaceans lied dormant in the fallen sediment. However, because of mankind's ignorance, they were awoken. Mutating the colony by Dr. Serizawa's Oxygen Destroyer, the creatures moved into the mainland, traveling though the pipes that led into the sea. Precious days ticked by as they began to congest, and grow in strength, destroying every molecule of oxygen in living tissue, and absorbing it into their growing mass.

Collecting their strength, the Precambrian creatures combined to create larger, man-sized, forms. This new shape allowed the Destoroyah race to travel still further inland, and gave them a new ability to feed. Surrounding the infested building, the Japanese military thought they could eliminate the creatures. They could never be more wrong.

Lashing out with claws and spiked undersides, the creatures torn the men apart, shredding their flesh like paper. Yet those who did not die at their talons, died from their explosive micro-oxygen spray, as the twisting beam was like acid when it touched flesh, completely incinerating all matter of oxygen in any solid object.

The Japanese military was almost out of options before they finally deployed their flamethrowers, quickly sending the armored monsters into hiding. Later, though, it was discovered that the creature's actual weakness was just the opposite: extreme cold. With this knowledge at hand, the self defense force quickly mobilized an attack force equipped to the teeth with cold based weaponry, as the final standoff against the horde of demons was being prepared.

Losing their battle against Japan's Self Defense Force, the Destoroyah colony needed a new form. Slamming their masses together and lost in a haze of blistering power, a monster rose from the ashes. Towering over the city buildings, another form of Destoroyah was born. Closely resembling the previous form, with the exception of pair of crab claws and spiked arms, the demon looked unchanged. However, the increased size also brought with it immunity to the assembled JSDF forces. Instead of facing hundreds of the creatures, the nation of Japan bared witness to but a single giant.

Smashing through the defense line, sending blossoming clouds of death and flame into the air, Destoroyah clawed. Anything that was not in reach of its grasping claws, was forced to die an even more horrible death at the ends of its spiraling oxygen-destroying beam. Buildings were reduced to rubble, and men were left into dust, and still the demon moved. Unfazed by what it wrought with its power.

Realizing that its Aggregated Form was too slow for its taste in destruction, the beast evolved once again. Signaled by sheets of blinding light, the new Flying Form took to the skies. Soaring over the city, the monster almost seemed to enjoy the sight of all the hapless humans that ran below it. Raining its death-ridden breath down from the heavens, the creature feed on the destroyed oxygen. Feeding, and congesting the newly digested meals into raw energy.

Nothing dared stand in its way, until Godzilla Junior arrived. Blasting the devil from the skies, the colony was forced to regroup into its Aggregated Form. Beating the reptilian savior into the Earth, the creature injected its saliva into Junior. Chocking on the very air, feeling its flesh being dissolved little by little, the leviathan summed up the last bit of nuclear power it could muster and blasted the creature away, sending it crashing into a electric power plant. With Destoroyah bathed in a torrent of flames, Junior roared triumphantly, thinking that death had finally befallen the abomination of misused science.

With the thoughts of revenge lingering in their collected consciousness, the Precambrian life forms created one last form, an ultimate incarnation of the embodiment of wickedness. Cascading waves of numbing heat lifted from the electrical power plant, causing explosions to wrack the entire district. Astonished eyes watched with awe as a towering god stood. The flames licked its blood-hued wings, tonguing its armor like falling water. Opening its toothed maw, the final form of Destoroyah lifted into the skies. Ramming and knocking over Godzilla and taking Junior with it into the darkness.

Rising just in time, Godzilla watched as his only son was dropped, fallen from the star filled skies, and crashed into the ground. He waded over to the bloodied child, trying to breath some life into it, but the labored task was unfruitful. Closing its eyes, the death stole from the Monster King the last shred of sympathy that dwelled within its nuclear heart. With lava coursing through his veins, Godzilla attacked the giant Destoroyah without remorse. Turning his inferno beam on the creature, he leveled the land that sprawled around. Nothing would keep him from his revenge.

Calculating his imminent defeat, the battered foe took to the skies in full retreat, but the Super-X3, along with carefully placed Freezing Maser tanks, halted its retreat. Blasting the creature with a volley of glacier like shots, the monster was knocked down, crashing to the Earth below as Destoroyah evaporated into a arctic like mist, ending the creature's reign.