The episode opens with Metal Master breaking into a morgue to find the body of Megumi Shion. It quickly cuts away to the main cast visiting Detective Yuji Nakano in the hospital. Their visit is cut short when a policeman barges in to inform Nakano of a body missing at the morgue. When they arrive, they speak with a morgue worker who seems willing to let them investigate, but a superior member forces them out. Gou Kazama sneaks back in and finds the room where Shion's body was kept. He finds an odd piece of metal which he takes back to Takeo Shiroishi for analysis. Back at Crown, Metal Master has removed Shion's brain and is keeping it alive in a tube.Metal Master begins to speak to the brain, but is eventually interrupted by Zodiac who tells Metal Master that they are ready to create a Fallah gas cloud to cover the earth and turn everyone into a Mutian. Back at Gou's apartment, Shiroishi discovered that the piece of Metal found at the crime scene was part of Metal Master. Meanwhile the Fallah inside Crown's secret base has already been put into missiles and they are ready to launch. The protagonists trace the sample of Metal Master to a quarry where they are attacked by Fangs. Gou and Rei Kujou fight them off, but Metal Master appears and begins to fight Gou while the others escape. Shiroishi discovers Zodiac's chamber and notices that there are only 31 minutes until the Fallah missiles are launched. Shiroishi tries to disarm it but the console is encased in a force field. after a few failed attempts to breach it, Zodiac begins to talk to him. Outside, Metal Master and Guyferd continue to fight and Gou transforms into Guyferd. Metal Master blocks all of Guyferd's attacks and uses his special move to create explosions that force Guyferd off a low cliff. Guyferd's endurance wears thin, but he continues to fight Metal Master. Guyferd disarms Metal Master and gains the upper hand before finishing him off with a Kyouksuken attack. When Guyferd gets to Zodiac's chamber only forty seconds remain until the Fallah is launched. Zodiac begins to taunt Guyferd, but Megumi Shion's mind turns off the console's force field allowing Guyferd to destroy it and Zodiac, and consequently the whole facility. In the wreckage, Zodiac is shown to have gained a physical form.