A young man awakens in a ruined room, when all of a sudden he is saved from being eaten. Having no memory of himself, he finds himself in a community of people, with a boy trying to find his brother who had his egg eaten by a Skonk. He later becomes acquainted with the person who saved him named Popo, who helps him escape into space.

After escaping the freight ship, Kaiba and his companion crash land onto a nearby planet and just when they are about to be discovered a young girl named Chroniko helps them. Chroniko tells Kaiba about how she is planning to sell her body to help her family, but the next day, something unexpected happens during the procedure. Kaiba later learns of the truth about Chroniko's family situation.

Kaiba and Vanilla find themselves on the weird underwater planet Nene and they later go to check out the moon. It isn't long before Vanilla finds out that they are wanted, for being involved, in the explosion on Lolo. Later on Kaiba looks into the memories of Gel, which he copied and it is then he discovers that Gel is Neiro and is also responsible for the explosions.

Popo is now aware that the Warp in the heavens is a fake and decides to take this as an opportunity to form an uprising, with Neiro leading the charge. Kaiba has return to his original Warp body, so Popo gets Neiro to try and kill him, but she begins to question her memories of hate towards Warp.

The end of the world draws near, as legendary memory eating plant approaches. What's more is that Kaiba/Warp wants everything to be erased, so Neiro is the only one able to stop him with the memory Kaiba had once forgotten.