Allen continues his battle with an Akuma that has leveled up and gained the power to take on a person's appearance and powers. Meanwhile, Kanda hears from the "Ghost" of Mater the history of the town and the Dolls they made to cheer themselves up.

The adventure in Mater draws to a close as Allen and Kanda discover the truth of who the Doll actually is and then battle the level 2 Akuma for possession of the Innocence.