After a recap of the last episode's cliffhanger, Takeo Shiroishi and Yuji Nakano are rescued from their Fang attackers by Gou Kazama on his motorcycle. Zodiac and the remains of Crown have observed the fight, and Zodiac remains convinced that Guyferd will soon give up his human emotions and join them, while Megumi Shion wishes to send Dragos to destroy Gutferd. She seeks "back-up" to her opinion from Metal Master, but he agrees with Zodiac. Back at the protagonists base of operations, Yuu Kujou searches for Fallah among local shipping records. Yuu finds some in a local warehouse, but when the team sends Yuji Nakano to search it, he finds it empty. The team then reasons that if there was no Fallah in the warehouse, the doctor and detective would not have been attacked, so they decide to search the area the following day. On the way to school, Rei Kujou is attacked by Megumi Shion. Rei holds her own in battle, until Megumi takes out a sword. Rei is then used as bait to lure Gou away from the warehouses. Gou arrives at Rei's location, and tries to force Megumi's positive emotions to surface. Rei gets badly wounded in Gou and Shion's fight, and the scientist-turned-cyborg retreats. Meanwhile, Takeo and Yuji have discovered a secret underground warehouse where the Fallah is being stored. They are discovered by Dragos and a group of Fangs, but they are defeated by a high-powered pistol brought by Nakano. They are intercepted by Dragos. Metal Master then decides to keep Megumi as a lab worker, as she is neither Guyborg or Metalferd. The show cuts back to Dragos, who is deciding how to execute Nakano and Shiroishi, but the process is stopped by Gou. Dragos takes the upper hand, and Gou is forced to trans form into Guyferd. Dragos puts up a very good fight, but is defeated by Guyferd's fire hit and star fist techniques. Meanwhile, Rei is hospitalized, and the episode ends on a cheery note with the protagonists visiting her.