Takumi and Shuji find Masato's ashes; later Takumi relays this information to Keitarou and Mari who are devastated. Rina becomes devastated after hear the news Masato is dead. Takumi confronts Yuji that how heartless he is. As the gang fights Kitazaki assumed his Orphnoch form to avenge Masato's death. Kitazaki is injured by Faiz and Delta. Kitazaki is whipped by Itsuro's Orphnoch form before Kitazaki is executed by Arch Orphnoch, who consumes his body. Takumi comes to the realization that Teruo and the Orephenoch King are one and the same and transforms into Faiz in an attempt to kill him. He stops his punch at the last moment, Yuji then appears, transforms into Kaixa and they duel. Takumi is confronted with his own mortality as he notices his body decaying.

After Yuji changes into Kaixa, he defeats Faiz and Takumi faints at Yuji's side. As Takumi replaced into Smart Brain and turned into an Orphnoch easily. Keitaro and Mari saves Takumi and he and Yuji changed into Faiz and Kaixa, fighting each other.