After being mortally wounded by Faiz, Kaixa, and Delta's attacks, Murakami offers his life to the Orphenoch King. Smart Lady arrives summoning Masato and Takumi to Smart Brain Headquarters to meet the new President. Along with Shuji, they are shocked to discover that it is Yuji. Yuji catches up with Naoya. The Lucky Clover ambush Takumi and they start to fight when six men in identical suits, Naoya among them, appear and transform into a new mysterious foe using Smart Brain-emblazoned belts. Together they attack Faiz.

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.