This episode is told from Hisashi Jonouchi. He is running from someone...rather, something. He sees a strange bug in the alley way and eats it. He flashesback to when he first started seeing the bugs. They were spiders, over people's hearts. Only he could see them. Once he removed the spider, that person forgot about what made them sorrowful. However, Jonouchi grew an addiction for the spiders and started to crave for more and more. The episode ends with Jonouchi having an encounter with Boogiepop Phantom, where he is 'taken'.

This episode revolves around Misuzu. She had a friend a while ago, named Panaru. Panaru had a great loving for the world, but was killed by a serial killer. Misuzu then decided to take up Panaru's love, only it was not a true love that Misuzu had. By accepting everything, she opened herself to another entity, who manipulated her into luring Naghi Kirima to a location. However, Boogiepop Phantom prevented the meeting. Misuzu found herself in an allyway, where she met her doom.