Masato seems to be trying to sow discord between Takumi and his friends. Takumi won't explain why he attacked Masato and defended the Orphenoch. Masato lets Takumi know that he is trying to replace him with Mari and Keitaro. According to him, people who don't like him are in his way.

Masato and Takumi begin by squaring off again. Kusaka thinks Takumi's days as Faiz are numbered. Mari and Keitaro can't understand what is going on with Takumi. Kusaka take advantage of this to make himself look good and to try to get rid of Takumi.

Yuji's dead girlfriend's older brother contacts him to get him to help find her killer. He gets turned into an Orphenoch and attacks anyone who seems to be speaking bad about her.

Yuji realizes that the older brother has become an Orphenoch and as lost his soul as a human but he can do nothing about him. Takumi fights him.

Takumi realizes he had lost his way and strayed from his path. Not all Orphenochs want to live as humans and they must be dealt with.

As this episode ends, Kusaka finds out there is a third belt.