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 — his girlfriend Chie had left him for his cousin, and his house is gone. In rage, Yuji kills his cousin with his newfound powers. Meanwhile, Takumi follows Mari after realizing that they accidentally switched bags. However, the two are attacked by an Orphnoch. Mari attempts to use the Faiz belt to fight, but fails. She pushes Takumi to use it, and he defeats the Orphnoch.

Mari and Takumi continue to reluctantly travel together to Tokyo. Yuji still has not come to terms with what has happened to him. He tries to kill himself but finds he can't. He meets up with his old girlfriend thinking they can start over. She turns on him when the police arrive to talk to her about his cousin's death. He later kills her.

Takumi 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.

Keitaro and Takumi take Mari to the hospital after the battle with the Ox Orphenoch.

Takumi, Keitaro and Mari go to see her father as he will know about the Orphenochs. Yuji takes Yuka to see someone who can help her.

While working in Keitaro's laundry business, Takumi burns some clothes. Mari believes that he is distracted due to what happened to his friend.

Yuji fights Faiz as the Horse Orphenoch to protect the Snake Orphenoch and even stops Faiz's finishing attack, injuring Takumi. Naoya abandons the hurt Yuji, despite being saved by him.

The Owl Orphenoch retreats from Faiz. Keitaro tries to get Kazuhiko to see his mother, but he refuses until he can prove to her that he is serious about music. Yuka tries to talk to Naoya but he is accused of killing another student.

Faiz destroys the Scarab Beetle Orphenoch. Yuji and Naoya try to decide what they should do next. Naoya wants to attack humans, but Yuji believes they should protect them.

At the beginning of this episode, Takumi no longer has the Faiz gear. It was surrendered to the Chief of Smart Brain in the previous episode. He appears to be a bit depressed and takes off on his own for a bit. In the meantime, we learn that the Chief has made Naoya the new Faiz and learn that the Chief's philosophy regarding Orphnochs is if they don't attack humans or if they defend them then they are worthless and are to be eliminated.

Takumi is beginning to think that maybe he was meant to be Faiz.

Takumi and the main girl were able to meet with her friends and teacher from Ryusei School. They discussed that whomever uses the Kaixa Gear will die. They were then attack by an Orphenoch known as Jay. One of the students transformed into Kaixa, just to get the stuffing beat out of him and die. Just then, Takumi as Faiz, saves the day. But this is a hollow victory as the group of students lost their teacher before he had a chance to tell them what happened on the day of the reunion.

Mari, Takumi, and Keitaro begin looking for Mari’s schoolmate Masato Kusaka.

Masato stayed with Mari as the remaining Ryuseiji went to search for their other partners to find out about the past. Murakami assigned the Lucky Clover to their tasks. Realizing that he was targeted for not wanting to attack humans, Yuji told Naoya and Yuka to decide for themselves on what they wanted to do from now on.

Yuji and Takumi have been knocked unconscious and into the river. Takumi’s Faiz belt was knocked off of him. His friend picks it up. Takumi’s friends find Yuji and Yuji’s friends find Takumi. Each returns to their own friends.

Masato seems to be trying to sow discord between Takumi and his friends. Takumi won't explain why he attacked Masato and defended the Orphenoch. Masato lets Takumi know that he is trying to replace him with Mari and Keitaro. According to him, people who don't like him are in his way.

Masato and Takumi begin by squaring off again. Kusaka thinks Takumi's days as Faiz are numbered. Mari and Keitaro can't understand what is going on with Takumi. Kusaka take advantage of this to make himself look good and to try to get rid of Takumi.

Masato went off with his old classmate as they went to find out more about the third belt. Smart Brain continues on their attempts to recover Faiz and Kaixa. Meanwhile, a girl had been followed by an Orphenoch. As glum mood surrounds the Kiba household, Yuji wondered about the identity of the Faiz user.

The battle between Yuji and Faiz ends in a stalemate as the other Orphenoch gets away. Lucky Clover member J is given a final chance to retrieve either belts for the sake of his dog Chaco.

Two of the members of Smart Brain are ordered to get the Faiz Gear back and kill all traitors. Saeko of Lucky Clover meets another Orphenoch that wants to take Jay's spot. Takumi faces off against one of the members while Yuji Kiba faces the other one. Both fights end up the same: defeat, but Takumi's is much worse because the Orphenoch that he lost to took his Faiz Gear and transformed into Faiz to kill Takumi and finish his job.

Takumi and Yuji were blasted away into the river because of the new Faiz. The new Faiz also gloats to the female member of the Lucky Clover that he will take back the Kaixa Gear as well. Kaixa returns to fight the new Faiz and take back the belt. But Takumi gets the belt again with a new gadget that lets him change into Axel Form. Using this form, he defeats the Centipede Orphenoch.

The story begins with Yuji and Takumi fighting each other in Orphenoch form and Faiz form, respectively. Neither know that the other can transform.

Having accidentally found out about Yuji, Masato announced a truce as they fought Saeko and another Orphenoch that had come to kill them. Realizing the fact Yuji did not know of Faiz's true identity, Masato hatched a plan to use that against Yuji as he learned about Lucky Clover.

Takumi joined into the fight as he witnessed Masato fighting two Orphenochs as Murakami arrived to stop them. Masato revealed his intention to wanting to join Lucky Clover. Yuji wondered what Masato really is. Is he an enemy or ally? Naoya made another decision as he was rejected by Mari.

Smart Brain recovered Faiz and Kaixa as Kusaka was captured. Mari and others sneaked into Smart Brain to save him. While escaping from Takumi, both of them discovered the entrance to the underground Ryusei School. Over there they stumble into a startling discovery.

Kyouji was disappointed about the loss of the belts as he looks for another Lucky Clover candidate. Masato reminds Takumi to keep quiet about what they saw at the school as they met the Ryuseiji later. On the other hand, the remaining Ryuseiji fought over who should keep the Delta belt. A girl appeared at Keitaro as she offered to work part-time. Delta appeared.

Members of the Ryusei School are trying to find the Delta belt and are arguing over it at the same time. Itsuro of Lucky Clover continues to try to kill Yuji. As they are fighting, they run into Keitaro and Saya. Keitaro encourages Saya to run and soon Delta appears on the scene. Everyone thinks that Aki has the Delta belt. Kyosuke and Ken kidnap Mari to lure out Aki, who continues his murderous rampage as an Orphenoch. Aki kills Kyosuke and Ken as Takumi and Masato arrive on the scene to save Mari. Delta arrives on the scene.

Faiz and Kaixa are fighting Aki with little success. Before Delta can join in, Mari intervenes and Aki escapes. Everyone is still trying to figure out who has the Delta belt. They are beginning to suspect that maybe Saya has it. The belt was originally sent to her. Mari and Masato try to arrange a meeting with Aki. In the meantime, Itsuro meets up with Kitazaki. Anyone who Kitazaki touches dissolves. Three crooks found that out when they tried to steal from Kitazaki. Aki eventually meets Masato and Mari. He tells Mari that he has always liked her. By killing her he can completely throw away his humanity and grow stronger as an Orphenoch. He and Masato transform and fight. Takumi arrives to fight Aki as does Saya. Sawada kills Saya and gets the Delta belt. He is made a part of Lucky Clover.

Kitazaki now has the Delta gear. Masato vows to get it back. Kitazaki proposes a bet with the other members of Lucky Clover to see who can kill Yuji first. The winner gets to slap everyone on the arm. This strikes terror in Itsuro who is scared of Kitazaki. Aki goes after Yuji and knocks out Naoya and Yuka. Itsuro arrives and joins in the battle. Yuji manages to get away and is found by Saeko. As Takumi goes to deliver Yuji's laundry, he comes upon the fight and transforms. He immediately attacks Yuji, who is still in Orphenoch form. As they are fighting Kitazaki arrives on Delta's motorcycle. Both get knocked around by Kitazaki and transform back to normal. Yuji realizes that Takumi is Faiz and Takumi realizes that Yuji is an Orphenoch.

The battle between Yuji, Takumi, and Kitazaki continues. Itsuro interferes, allowing Takumi and Yuji to escape. Masato meets up with Aki and tries to convince him to get the Delta gear for him. Aki refuses and they fight.