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.

Takumi runs from his fight with Yuji, making Yuji think that Takumi is afraid of being the wolf Orphnoch and is trying to kill himself. Meanwhile, Lucky Clover thinks that Takumi will completely throw away his humanity and become one of them. Mari continues to confront Masato about the night of the reunion, but he somehow refuses to tell Mari he was at there. Takumi calls Yuji who comes to meet him, and learns he is running from the Lucky Clover. The episode concludes with Yuji interrupting a fight between Takumi in Orphenoch form and Masato in Rider form.