When a powerful Makamou appears that is resistant to the Slaying Sounds of Ibuki, Todoroki, and Hibiki, the Oni struggle to find a measure to combat it while Ibuki also battles with Akira�s whereabouts since she departed with Shuki. Meanwhile, Asumu finds himself worrying about his self-worth after he is cut from the band as Kiriya grates on his nerves.

After Hibiki is defeated by the fearsome Yobuko, Ibuki searches for Akira, while Todoroki is severely depressed over his perceived failure with Zanki. Meanwhile, Kyousuke stumbles upon Takeshi�s armory and attempts to transform into an Oni, while Asumu and Midori attempt to escape the clutches of the Makamou before they are devoured!

A woman named Yuki is attacked by the Lanpyris Worm and impersonated, but she survives, leaving two Yukis running around, but one is swiftly captured and imprisoned. Tensions increase between Souji & Arata, who is quickly falling out of favor with ZECT, as Souji sets the stage for the two Yukis to meet face to face again, kicking off a fight at an amusement park...

Arata must face the difficult truth about who his younger brother really is. Souji confronts Arata, telling him that he will defeat the Worms, no matter who they are. In the end, Arata is left with the toughest choice of his life, as the rain begins to pour…

As Kabuto and TheBee fight, Arata tries to stop them, giving TheBee an opportunity to gain the upper hand and destroy Kabuto’s belt. As Souji recovers from the battle, Arata struggles with his position as Hiyori once again remembers a memory of her past…

To defend the team from the Worms after Yaguruma loses his transformation, Arata obtains TheBee Zecter and transforms, finding himself as the new captain of Shadow. But can he fulfill the orders given to him from HQ?

Kagami sees Hiyori with a green rock that is attracting Worms; Tendou finds Tsurugi's butler running a sobo cart and decides to run it for him.

Tsurugi opens a restaurant across the street from Tendou's sobo stand; Hiyori wants to go into Shibuya with the hope that she'll uncloud her memories.

In order to gain the ability to use Climax Form better, Ryotaro uses a haunted house challenge to inspire the Imagin to work together in harmony.

Deneb approaches Ryotaro in hopes of having him become his Imagin in order to prevent Yuto from using his final Zeronos Card.

While Ryotaro tries to figure out the true purpose of Yuto's interactions with both present and past actions, Kai decides to experiment in eliminating Zeronos in the past.

With the people of the world altered from Yuto's removal from time, Ryotaro tries to figure out how to bring him back while dealing with Kai's manipulations.

As Jiro vows to rebuild the Wolfen race, Otoya protects a woman and is severely beaten by him, but in the commotion, Jiro loses the IXA Knuckle, and Oyoya seizes the opportunity. Meanwhile, Wataru continues to help Kengo to achieve his dream while Nago struggles with his loss to Kiva…

After driving Jiro back, Otoya suffers from the side effects of the incomplete IXA System, but he puts on a front to deflect suspicions by Yuri. In 2008, Wataru pleads with Kengo to abandon the mysterious promoter, who he now suspects is a Fangire, but Kengo won’t listen…

After helping the DenLiner gang in the past, Tsukasa and company begin their venture in the World of Kabuto. Posing as a ZECT Trooper, Tsukasa is deployed to aid Bright Troopers in the containment of a Worm as Kamen Riders Gatack and TheBee manage to exterminate it with the unseen aid of Kabuto. Soon after, Tsukasa brings Arata to the Studio to explain about his world, only to find a Worm had mimicked Tsukasa's form. After Natsumi uses the pressure point to expose one of the Tsukasas as a Worm, Decade fights it before it attacks a girl and is destroyed by Kabuto. Deciding to investigate the girl Mayu, they host a photo shoot for her, and Natsumi learns of Mayu's older brother who was supposedly killed by Kabuto. At ZECT's headquarters, TheBee's user, Sou Otogiri, tells Arata that the final prepation for the plans to capture Kabuto are nearly done.

Believing that TheBee's user is her brother, Mayu attempts to look for him with Natsumi's aid until they are attacked by a Worm. Counting on Kabuto to save them, Diend fights him to acquire his Clock Up system, summoning Ixa and Psyga to hold him down before Kabuto defeats them and runs off. By the time Tsukasa finds Natsumi and Mayu, the latter is shocked that she became a Worm as she runs off. She runs into Sou who reveals himself as the Phylloxera Worm and brings her to ZECT HQ as part of the Kabuto Capture plan, much to Arata's dismay before he is beaten to a bloody pulp questioning the plan. After escaping, Arata makes his way to Tsukasa and reveals the plan to him, confirming Tsukasa's notion. Kabuto falls for the trap as the Clock Down takes effect while the Worms reveal themselves among the ZECTroopers, with Sou exposing Kabuto as Mayu's real brother Souji.

Sougo recalls his first love from elementary school; Ora recruits a woman falsely accused of murder to become Another Kiva; a new Kamen Rider falls from the sky.

Schwartz calls a temporary truce with the Kamen Riders to stop Ginga; Sougo tries to get Yuuko to stop her revenge.