Farewell, Ultraman
Ultraman, Episode 39
Zetton III
Air date 04/09/1967
Written by Tetsuo Kinjo
Directed by Hajime Tsuburaya
Special skill director Koichi Takano
Episode Guide
The Spaceship Rescue Command
Revive! Ultraman

The Invisible Challenger (production)

Watch on Hulu

Farewell, Ultraman (さらばウルトラマン Saraba Urutoraman?) is the 39th episode of Ultraman.


On what seems to be a normal day for the Earth, a massive invasion fleet of alien ships mass near the moon. The SSSP's Paris base radios in at the SSSP base in Japan that the coming fleet may very well be the largest invasion fleet ever deployed against the Earth.


Zoffy tells Ultraman he can't stay on the Earth after his defeat by Zetton

Taking matters into their own hands, the SSSP , sans Fuji and the visiting Dr. Iwamoto, take to the skies in their VTOLs and easily wipe out many of them. Unfortunately, back at the base, Iwamoto attacks Fuji and proceeds to destroy the base's supercomputer. Soon, Hayata, Captain Muramatsu, Ide, and Arashi return to find the base in chaos. Ide assists Fuji while his comrades chase down Iwamoto. Arashi catches up with the latter, and punches him, revealing the face of an Alien Zetton, who'd incapacitated the real Iwamoto beforehand. Hayata quickly shoots the alien, who simply says 'Zetton' before evaporating. Suddenly, a final alien ship, much bigger than the ones that had been destroyed earlier appears and unleashes a monster called Zetton.

While Arashi runs back to the base to rescue Fuji and the real Iwamoto, Hayata transforms into Ultraman and soon, the silver giant and Zetton clash. In the ensuing battle, Zetton damages Ultraman's color timer, leaving him unable to fight. But Ide and Arashi then shoot Zetton with a special anti-gravity missile that kills the monster.

Soon after, Zoffy, an Ultra of higher rank than Ultraman arrives in a Travel Sphere to revive his comrade. After engaging in a conversation (in the Japanese dub, Zoffy debates with Ultraman on Hayata, while in the English dub, he berates his subordinate for losing to Zetton), Ultraman requests that Zoffy split his and Hayata's life forces that Hayata may live a normal life. Zoffy complies and Hayata ends up where Ultraman lied. The SSSP wave Ultraman goodbye, and a clearly amnesiac Hayata is left with the Beta Capsule. (In the English dub, he keeps his memory and joins his friends in seeing Ultraman and Zoffy off).

As the narrator promises that Ultraman will return to the Earth someday, the last shot of the series is Zoffy and Ultraman flying home together back to Nebula M78.



"Ultraman, open your eyes. I am Space Patrolman Zoffy, from Nebula M78. Now, come back to the Land of Light with me, Ultraman."

"Zoffy, my body does not only belong to me. If I go home an Earthling will die."

"Ultraman... you've done enough for Earth. The Earthlings will forgive you."

"Hayata is truly a great person. I will stay on Earth so he does not have to die."

"It's best to let humans take peace into their own hands. Ultraman, you can not stay on Earth forever."

"Zoffy, I would like to leave Earth by giving my life, to Hayata then."

"You don't care if you die?"

"No, I don't. I have already lived for 20,000 years. Earthling's lives are very short. And Hayata is still very young. I do not want him to be a victim."

"Ultraman, do you love Earthlings that much? Alright, I have brought two lives with me. I'll give one to Hayata."

"Thank you, Zoffy."

Zoffy and Ultraman in Zoffy's Travel Sphere


  • In the original Japanese airing of this episode, Ultraman asks Zoffy to identify himself "Who are you?", however for unknown reasons this line of dialogue was cut, making Zoffy introduce himself without being asked first.
    • However in the Mill Creek release, this is retained.
  • The English dub explained that Ultraman's defeat was due to Zetton having employed a weapon that Ultraman had not expected; it had damaged his Color Timer, and he had lost his ability to gauge his remaining strength.
  • In the American release, Ultraman's conversation with Zoffy is changed from discussing Ultraman's willingness to sacrifice himself so that Hayata can live to Zoffy scolding Ultraman for losing to Zetton who he claims was less powerful (despite Zetton easily withstanding all of Ultraman's attacks).
  • This episode was later featured in New Ultraman Retsuden Episode 142: Zetton Invasion! Farewell, Ultraman.
  • The Ultraman Orb episode Revival of the Holy Sword is a tribute to this episode.

DVD Release

  • Ultraman Volume 10 features episodes 37-39.
  • Ultraman The Complete Series features all Episodes.

Ultraman Episodes
Birth of Ultraman | Ultra Operation No.1 | Shoot the Invaders! | Science Patrol, Move Out | Five Seconds Before the Explosion | Secret of the Miloganda | The Coast Guard Command | The Blue Stone of Baraji |The Lawless Monster Zone | Lightning Operation | The Mysterious Dinosaur Base | The Rascal from Outer Space | Cry of the Mummy | Oil S.O.S. | The Pearl Defense Directive | Terrifying Cosmic Rays | Science Patrol Into Space | Passport to Infinity | Brother from Another Planet | Demons Rise Again | Terror on Route 87 | Breach the Wall of Smoke | Overthrow the Surface | My Home Is Earth | The Undersea Science Center | Mystery Comet Typhoon | The Prince of Monsters: Part 1 | The Prince of Monsters: Part 2 | Human Specimens 5 & 6 | The Challenge Into Subterra | Phantom of the Snow Mountains | Who Goes There? | The Endless Counterattack | The Forbidden Words | Present from the Sky | The Monster Graveyard | Don't Shoot, Arashi! | The Little Hero | The Spaceship Rescue Command | Farewell, Ultraman