Masato continues to blame Takumi for Mari's injuries. He believes Takumi's soft attitude about Orphenochs lead to Mari being injured. Takumi and Yuji decide to meet up again to fight. This time they fight until both are exhausted. Kitazaki tries to join in the fight as Delta but both Yuji and Takumi make it clear that this is a fight between the two of them. Kitazaki decides to fight the winner. Kitazaki is losing interest in the Delta gear. After telling Itsuro that he threw the belt away, he gives it to Aki. Takumi decides he no longer has the right to be Faiz and gives the Faiz belt to Keitaro. Both the Delta belt and the Faiz belt both end up being given to Masato.

Takumi wants to revive Mari and Masato knows that the only chance she has lies with Smart Brain. Yuji finds out that Takumi is not the one that injured Mari. Masato wants to give away the three belts for her life, but decides that his mission to destroy Smart Brain is more important than Mari. Takumi goes to the chief of Smart Brain and asks to revive Mari. He says that he'll only do it if he becomes a member of Lucky Clover by killing Aki. However, he says that it's impossible because he is not an Orphnoch. Meanwhile, Masato manages to get the most scared student of the Ryusei School to fight as Kamen Rider Delta and they both try to defeat the Lobster and Spider Orphnoch. Takumi arrives on the scene and, in a dramatic fashion, transforms into the Wolf Orphnoch to kill Aki.

Since only Lucky Clover members have complete access to Smart Brain, Takumi has decided to defeat Aki and become a member of Lucky Clover. He transforms into the Wolf Orphenoch to fight him.