Faiz destroys the Scarab Beetle Orphenoch. Yuji and Naoya try to decide what they should do next. Naoya wants to attack humans, but Yuji believes they should protect them.

At the beginning of this episode, Takumi no longer has the Faiz gear. It was surrendered to the Chief of Smart Brain in the previous episode. He appears to be a bit depressed and takes off on his own for a bit. In the meantime, we learn that the Chief has made Naoya the new Faiz and learn that the Chief's philosophy regarding Orphnochs is if they don't attack humans or if they defend them then they are worthless and are to be eliminated.

Yuji still considers himself human and doesn't want to attack humans. Naoya calls him out to fight him but hesitates during the fight. Yuji, in Orphnoch form, disarms Naoya bringing the fight to an end. Yuka and Keitaro find him. While Naoya insults Yuka Keitaro realizes the new Faiz is not an ally of justice and takes back the belt. As he runs away with it he is confronted by an Orphnoch. Takumi arrives to save the day. We see a new rider watching from afar.