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.