Yuji Kiba leads a peaceful life until a truck hits his car, killing his parents and himself. Two years later, he awakens to find his life in ruins. Meanwhile, Takumi follows Mari after realizing that they accidentally switched bags.

Mari and Takumi continue to reluctantly travel together to Tokyo. Meanwhile, Yuji still has not come to terms with what has happened to him.

akumi still refuses to help Mari protect the Faiz Gear and leaves her when he finds that she has been lying to him about her wrist being hurt. Mari then meets Keitaro after a road accident and helps him deliver his company's dry cleaning.

Keitaro and Takumi take Mari to the hospital after the battle with the Ox Orphenoch. Meanwhile, Yuka returns home and hears her sister's voice from afar, after she had been knocked down by a car.

Takumi, Keitaro and Mari try to see Mari's father, in order to gauge what he knows about the Orphenochs. Yuji takes Yuka to see someone who can help her - Smart Lady - who then takes them to Eiichi Toda, the Squid Orphenoch.

Yuji, seeking more information about the Orphenochs, attempts to see the Smart Brain president. Meanwhile, Takumi and Mari try to steal Yuji's Smart Brain pass card from his car - in attempt to see Mari's father for the second time.

Yuji fights Faiz as the Horse Orphenoch to protect the Snake Orphenoch. Naoya returns to his old university and meets Kazuhiko, teaching him to play the guitar like he did when he was a student there.

The Owl Orphenoch retreats from Faiz. After Kazuhiko proves himself to have outstanding potential after further sessions with Naoya, Yuka catches Kazuhiko's teacher sabotaging his bike.

Keitaro decides that he, Takumi and Mari should investigate a prowler in the area but Mari is summoned to the Smart Brain building where she and Takumi are invited to a dinner with Kyouji Murakami, the new head of the company.

After surrendering the Faiz gear, Takumi debates whether this was truly the correct course of action. In the meantime, the Chief has made Naoya the new Faiz.

Takumi is beginning to think that maybe he was meant to be Faiz, after regaining the Faiz gear. Chief Murakami asks Jay, a member of Lucky Clover, to take back the Faiz belt and get rid of Takumi.