The freight ship Kaiba & Vanilla are on is headed to a planet, named Lolo, where the memories of the living and the dead tend to collect at the largest memory tank. Whilst landing, the freight ship collides with another smaller ship. Kaiba is worried and investigate the crash site, to find an old couple receiving some help, from a strange woman in a man’s body.

We get some insight into the goings on of the notorious Issoudan group and how Popo is related to it. It's also revealed what Warp, the king of memories, is and also that the current Warp on the throne is nothing but a fake.

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.