Tomoe, a Warrior Priestess, and Shizuka, a Kouma Ninja who has defected, are meditating in the shrine they tend to in Hinomoto. Tomoe decides she is going to travel to the Continent to compete in the Queen's Blade tournament. During the night, the Kouma Ninja attack the temple. As the battle is being waged, one Kouma Ninja sets off a bomb, destroying much of the temple the priestesses occupy. Trapped in the burning buildings, Tomoe and the other priestesses attempt to escape. However, the Kouma Ninja transform into a giant toad which starts killing the priestesses. Eventually, Tomoe gathers her inner strength and defeats the giant toad. She is then saddened by the loss of her friends, and declares she will avenge them and win the Queen's Blade tournament for them. The next morning, Tomoe and Shizuka set off across the sea for the mainland.

Tomoe and Shizuka arrive on the mainland. Tomoe attempts to blend in by choosing an outfit more fitting for the mainland when she overhears a Queen's Blade battle being undertaken. Reina and Listy reach the entrance to where the Queen's Blade tournament is being held. Echidna is here, charged with returning Reina to Claudette. Echidna paralyzes Reina and Listy with her snake and steals Listy's gold. Reina decides to enter a competition to earn enough money to continue. The competition involves mud wrestling for a large crowd. Reina is victorious but only wins 5 gold, not enough to pay their bills, so she has to keep fighting, however this time in an oil match against Echidna. Echidna has the upper hand in the battle as Reina has difficulty fighting in the oil, and Echidna chases out all the spectators just as she is about to kill Reina. Meanwhile Listy breaks into where the winnings are kept and steals them. Echidna's snake Renta bites Listy on the chest and poisons her but at the last moment Echidna gives her an anti venom. Reina has passed out and when she comes to Listy is gone. Reina heads off to find Listy.

Claudette arrives where Reina and Listy were the night before and encounters Echidna who explains she let Reina go so that Claudette could become countess and hence reward her. Claudette goes to find Reina, and has a flashback to where she rescued Reina as a child. Reina eats a poisonous mushroom and Nanael turns up to help her out with some medicine. Reina asks Nanael where Listy is, but she does not know. Claudette arrives and chastises Reina for consorting with thieves and challenges her to a fight to decide who will be the next countess. Tomoe and Shizuka watch the battle from afar and decide Claudette will be victorious. Claudette forfeits to protect Reina's honor but Reina refuses to accept the forfeit and continues to fight, asking why she has to be the heiress and does not understand why Claudette just accepts it, when her father did not like her at all. Claudette says she does it for the Bansu family and attacks Reina, defeating her swiftly with a lightning attack. The ground gives way and Reina almost falls from the cliff, with Claudette grabbing her hand as she dangles over the edge. Reina slips from her hand and falls into the ravine below.

Reina is missing, swept down the river at the bottom of the ravine, and Echidna goes searching for her. Reina has been enslaved by Menace inside her pyramid. Tomoe and Shizuka approach where Menace is holding Reina, in the Queen's Capital. A sandstorm appears and Reina, still possessed, attacks Tomoe and Shizuka. Nanael appears and turns this into a Queen's Blade round between the possessed Reina and Tomoe. Tomoe and Nanael become trapped in a pyramid with many booby traps however Nanael manages to escape by finding a hole in the wall. Just as Tomoe is about to drown in a water trap Nanael returns to witness Tomoe using her sword to wedge open a brick in the wall and drain the water out, encountering Reina after she escapes. Tomoe manages to break the curse on Reina, causing Menace to attack Tomoe, and causing the bridge they are standing on to crumble, with Reina falling into the abyss below. Shizuka rescues Tomoe from Menace, and explains to Menance how her kingdom failed because of the failure of the princess without realising Menace was that princess. Menace through her anger causes the pyramid to self destruct, and Tomoe, Shizuka and Nanael are washed outside as it is destroyed. Menace states her intention of resurrecting the Kingdom of Amar.

Reina recovers outside the pyramid, on the edge of a forest, and a Maid of Temptation, Airi is turning the forest into a swamp. She is attacked by the Nowa, Watchmen of the Forest. Airi catches Nowa and steals her life energy. Reina intervenes and has to fight Airi. Airi starts draining her life energy but Reina breaks free and Airi disappears after slashing Reina across the chest. Nowa nurses Reina back to health, introducing her to Combat Instructor Alleyne who heals her wounds, after explaining how the elves do not normally humans into the forest. Reina enters the main elf city and the elves are not pleased, and confront Nowa about it. Elina goes to search for her sister, and holds Claudette in the castle. The elf council force Nowa to leave the village and fight in Queen's Blade. Alleyne wanted to compete, but was not allowed by the elders. Reina stops Nowa leaving the forest and causes her to fight, trying to dissuade her from competing. Nowa convinces Reina to let her compete and they two of them part ways.

In heaven, Nanael is summoned by Seraphim, the head angel who plans to exile her as she has forced people to fight each other. Seraphim threatens to send her to hell unless she goes to where the Swamp Witch is and find out what the Swamp Witch is up to. Hachiel, a fellow angel, goes with her and falls into the swamp. She is rescued by Reina. Nanael is relaxing in a hot spring by the entrance to hell when Melona, Menace and Airi show up in a nearby spring. They all discuss about how they were defeated by Reina and Nanael passes out from the heat and turns up in the same spring as the other three. Nanael accidentally tells them she has come to observe the Swamp Witch. Nanael offers to tell them where Reina is for information about the Swamp Witch. They tell her that the three of them have been asked to participate in Queen's Blade. Nanael tells them the direction to go to find Reina and they run off to find her. Nanael realises she has put Reina is grave danger and goes to stop the three of them from reaching her and they fight, and Nanael swiftly defeats them. Upon returning to Heaven Seraphim still banishes Nanael from heaven, and tells her she must follow and help Reina on Earth.

Nanael is following Reina on her journey. Tomoe and Shizuka are continuing on their journey as well, and rest at a hot spring. Elina is also on the road and encounters Tomoe and tells her to leave the springs but before she goes Elina realises that Tomoe has fought Reina. Elina announces she will also compete in Queen's Blade. Shizuka encounters Irma, a member of the Queen's Assassins of the Fang, and starts fighting her near the hot springs. Shizuka is defeated swiftly. Elina tries to fight Tomoe, but she refuses as it is an unjustified battle. Shizuka is captured by Irma after the battle and questioned about her time as a Demonic Ninja and is beaten unconscious. Tomoe spends the night looking for her and encounters Irma in disguise who brings her to Shizuka and threatens to kill Shizuka if Tomoe does not help her. Shizuka reveals that it was Irma who made the Demonic Ninjas attack them back in their homeland. Tomoe challenges Irma to a Queen's Blade fight to avenge the deaths of her fellow priestesses. After a long battle Tomoe defeates Irma, and Irma flees. Claudette announces to her father that she wants to participate in Queen's Blade.

Steel Princess Ymir announces that she will take vengeance against Cattleya for selling low cost weapons, compared to the Steel Mountain ones that she creates. Cattleya leaves her son Rana in charge of her store, and Echidna shows up asking after Reina. Cattleya runs into Reina on the road and asks to look at her weapons. Ymir shows up at Cattleya's store and encounters Echidna there who scares her off with her snake. Cattleya and Reina return and run into Echidna. Echidna relates the tale of how Cattleya and Owen used to be great warriors before they retired. Tomoe and Shizuka are looking for a map to get to the capital city and Listy shows up to sell them one. Echidna leaves during the night. Ymir finds the real Cattleya in the morning and challenges her to a fight. On Rana's insistence Reina tries to help, and finds a the Giant Slayer weapon, which she gives to Cattleya, and Cattleya defeats Ymir and decides to enter Queen's Blade. Cattleya gives Reina a new sword. On leaving town Reina runs into Listy on the road.

Listy, Tomoe and Shizuka all reach the edge of Gainos, and Reina and Nanael catch up with them. Listy tells them to leave, so Reina challenges her to a fight for Queen's Blade and Listy accepts. Listy is about to defeat Reina when Tomoe intervenes to stop the battle. Listy tells Reina not to bother competing in Queen's Blade as she is not strong enough. Echidna arrives and challenges Listy to a fight, however after a few minutes of fighting they stop, and Listy announces they will fight again in three days. Reina admits she has no purpose for fighting like everyone else and Tomoe reassures her that she is still right to fight in Queen's Blade. Reina slips out during the night and meets Echidna, and asks her to teach her how to fight. Echidna makes her a suit out of tree sap to protect against being injured in the practice battles. Echidna fights her with all her strength and Reina is so afraid she can barely move. Emboldened by this, Echidna and Reina fight non stop for two days and nights. At the end of this Reina is finally able to land a blow on Echidna, a move Echidna refers to as the Dragon's Tail. Reina comes to fight Listy, only to discover she has already been defeated by Claudette.

Listy is fighting Claudette when she realises she is starting to go numb from some poison that Echidna has given her, and Claudette defeats her. Reina uses the Elven medicine she has to heal Listy. Reina then challenges Claudette to Queen's Blade. Elina witnesses the battle starting and rides as fast as she can to reach them. Claudette tells Reina she has always hated her for her immaturity. Listy recovers in time to see Reina be able to reflect one of Claudette's lighting attacks. Listy attacks Claudette with her Dragon Tail maneveur which Claudette deflects with her sword, only to have her sword explode injuring them both. Claudette realises that Reina has a true inner strength and reconciles with her. Nanael declares the match a draw. Elina arrives as the battle ends, and announces she will be entering Queen's Blade as well. Nowa and Cattleya see the Army of the Dead approaching Gainos. Queen Aldra reveals the Swamp Witch wants to prevent the Queen's Blade tournament, and Shizuka overhears this. Everyone is about to enter Gainos, and Melona, Menace and Airi shows up with the Army of the Dead.

Cattleya and Ymir head to Gainos to help out those being attacked by the Army of the Dead. Melona, Menace, Airi and the Army of the Dead continue the onslaught against Reina, Listy, Elina, Claudette and Tomoe. Reina is separated from the rest and must fight Melona. Airi and Menace alone. Reina is about to be defeated when Nowa and Alleyne show up and save her. Listy destroys all the Army of the Dead in one fell swoop once the Queen's Blade battle is announced. Melona shapeshifts into various other characters to try and confuse and outwit Reina. Tomoe comes to aid Reina against Melona dispatching her and continuing the fight against Menace. Melona transforms into Reina to precipitate an ironic end to Reina, however Reina overcomes Melona with her Dragon Tail. In desperation, Melona summons a massive Demon Serpent from Hell. Tomoe attempts to attack it but is paralyzed. Claudette attempts to use a lightning attack, also to no avail. Nanael flys Reina up to the Serpent's face, and Reina stabs her in the eye defeating her. Queen Aldra appears and disintegrates the Serpent. Nanael informs them all she is returning to heaven. Tomoe apologises to Reina for underestimating her. Queen Aldra annouces they can all enter Gainos, and can start the tournament for Queen's Blade.