Panty & Stocking are invited by a movie director to star in a movie about their Ghost-killing adventures.

After Panty eats Stocking's special pudding, the two get into a fight which jeopardizes a mission against a Wolf and Riding Hood Combo Ghost.

The school is taken over by the demon sisters, Scanty and Kneesocks (the daughters of the mayor), and Panty and Stocking aren't pleased with the new changes they have made. In order to get their revenge, they team up with a Loser Ghost, who leads them to an underground factory where the demon sisters are producing Fake Ghosts. Whilst Brief escapes with the Ghoststone powering the factory, Panty and Stocking fight against the demons sisters.

Stocking finds herself falling in love with a rude and flatulent Ghost, much to Panty's surprise.

Panty is kicked out by Garterbelt for the loss of her powers, but he secretly helps persuade her, with assistance from her grandmother, to stop Corset from using Brief to unlock Hell's Gate using Hell's Monkey. Panty has sex with Brief, breaking her hymen and restoring her powers. Stocking returns from Heaven and helps Panty take on Corset and the demon sisters.