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.

Mari, Takumi, and Keitaro begin looking for Mari’s schoolmate Masato Kusaka.

Yuji has decided not to attack humans. Naoya is still trying to figure out what he wants. Yuka is trying to figure out Naoya. Naoya decides to be human and date. He drags Yuka out on a practice date.

Takumi, Mari, and Keitaro find Masato. As he and Takumi have a fencing battle, Mari’s former schoolmates are attacked by an Orphenoch. They go to rescue them. Masato follows and transforms using the Kaixa belt. He defeats the two Orphnochs .

Smart Brain recovered Faiz and Kaixa as Kusaka was captured. Mari and others sneaked into Smart Brain to save him. While escaping from Takumi, both of them discovered the entrance to the underground Ryusei School. Over there they stumble into a startling discovery.

Kyouji was disappointed about the loss of the belts as he looks for another Lucky Clover candidate. Masato reminds Takumi to keep quiet about what they saw at the school as they met the Ryuseiji later. On the other hand, the remaining Ryuseiji fought over who should keep the Delta belt. A girl appeared at Keitaro as she offered to work part-time. Delta appeared.

Members of the Ryusei School are trying to find the Delta belt and are arguing over it at the same time. Itsuro of Lucky Clover continues to try to kill Yuji. As they are fighting, they run into Keitaro and Saya. Keitaro encourages Saya to run and soon Delta appears on the scene. Everyone thinks that Aki has the Delta belt. Kyosuke and Ken kidnap Mari to lure out Aki, who continues his murderous rampage as an Orphenoch. Aki kills Kyosuke and Ken as Takumi and Masato arrive on the scene to save Mari. Delta arrives on the scene.

Faiz and Kaixa are fighting Aki with little success. Before Delta can join in, Mari intervenes and Aki escapes. Everyone is still trying to figure out who has the Delta belt. They are beginning to suspect that maybe Saya has it. The belt was originally sent to her. Mari and Masato try to arrange a meeting with Aki. In the meantime, Itsuro meets up with Kitazaki. Anyone who Kitazaki touches dissolves. Three crooks found that out when they tried to steal from Kitazaki. Aki eventually meets Masato and Mari. He tells Mari that he has always liked her. By killing her he can completely throw away his humanity and grow stronger as an Orphenoch. He and Masato transform and fight. Takumi arrives to fight Aki as does Saya. Sawada kills Saya and gets the Delta belt. He is made a part of Lucky Clover.

Kitazaki now has the Delta gear. Masato vows to get it back. Kitazaki proposes a bet with the other members of Lucky Clover to see who can kill Yuji first. The winner gets to slap everyone on the arm. This strikes terror in Itsuro who is scared of Kitazaki. Aki goes after Yuji and knocks out Naoya and Yuka. Itsuro arrives and joins in the battle. Yuji manages to get away and is found by Saeko. As Takumi goes to deliver Yuji's laundry, he comes upon the fight and transforms. He immediately attacks Yuji, who is still in Orphenoch form. As they are fighting Kitazaki arrives on Delta's motorcycle. Both get knocked around by Kitazaki and transform back to normal. Yuji realizes that Takumi is Faiz and Takumi realizes that Yuji is an Orphenoch.

As Masato is about to deliver the rider kick, Mari intervenes. Takumi gets there just in time to save her by blocking the kick with his bike. Takuma tries to steal the Delta gear from Kitizaki. Mari arranges to meet with Aki again. However, before she does Takumi meets him. Aki tells Takumi that Mari is the only one who can help him become human again. When Mari arrives she is attached by Saeko's Orphenoch assassin again. As Takumi battles him he encourages Aki to take Mari to safety. After saving her again Aki punches her hard enough to send her flying into a building. She is hospitalized. Naoya and Keitaro manage to save a child from a fire. Masato makes Yuji believe that it was Takumi that injured Mari.

After fighting with a Riotrooper with Masato's disease that he will die soon, he confronts Yuji that he will fight the Orphnoch King. Mari talks briefly with Rina before getting kidnapped, once again to lure Masato. Hanagata dies from his rapid evolution. As Masato confronts Yuji that he joined Smart Brain, Takumi, Naoya, and Shuji kill all Riotroopers as Faiz Axel Form, the Snake Orphnoch, and Delta respectively. With Masato killed by Yuji as Kaixa, Mari searches for Masato's whereabouts, but he dies before she manages to find him.