At episode's outset, Mika and Grave stand over the resting places of Jolice, Nathan and Kenny, now accompanied by the tombs of BD, Maria, Rich, Gary, and the Tokioka brothers. Grave begins to depart, and Mika turns to tell Grave that he doesn't have to fight anymore, that he can forget about revenge and just stay with her. However, Grave continues on.
Harry, meanwhile, attends an emergency meeting called by the top Millennion execs, who are concerned that with the M/KIA of 3/4 of his closest subordinates, they're end is near too. Most of the execs lay their guns down on the table, both Harry and the rebelling execs claim to be taking their actions to protect the Syndicate. An OrgMen appears from a hidden door and slaughters all the execs who laid down their arms, Harry names Bisco as Lee's successor, and parts with Bear for dinner with Sherry.
At said dinner, Bear admits that since he has never lived in anything but the Syndicate, that he doesn't see how he can leave, he also, quite seriously, pressures Harry about giving him a granddaughter. Bear soon receives a call on his cell and, much to Sherry's annoyance, departs.
Bear appears outside Brandon's hideout, where the Overkills are already in wait, eager to take on orders. Bear dismisses the entire squad, telling them to go on and live their lives, and that Bear himself will take on the target as an individual, and not as a Syndicate member. The members decide to respect his wishes, as Bear's Overkills seem to be the only group within the Syndicate that weren't transformed into OrgMen, per Bear's request. Bear confronts Brandon on the roof, and asks him why he is continuing to protect this girl, as Brandon and BD's time has long passed. Brandon simply asks "Why?!" and takes a swing at Bear, which Bear quickly counters with his palm. Bear asks if Brandon thinks Bear betrayed, but Bear declares he has no regrets for any of his actions. Bear follows Harry's Millennion only for his daughter's sake, he will sacrifice anything for Sherry, so Bear asks of Brandon a challenge to be held at Bear's mansion, Bear departs and admits to Mika that Maria's death was truly a loss, but that Bear will still fight for the justice he believes in.
As Brandon loads his weapons with Anti-Superior ammunition, Mika asks why Brandon is fighting Bear, as Mika feels he doesn't seem all that bad. Brandon says that it is because they are Millenion, and leaves it at that.
Bear meditates in his dojo, thinking his actions just as foolish as his friend Cid. Cid died for the sake of his son, Eddie.
Brandon arrives at Bear's dojo, Bear rises in his gi(martial arts outfit) and draws his katana. Bear suddenly leaps into the air at lightning speed and with one swipe destroys half of Brandon's coffin. Bear declares that to compete with Brandon, he became a Superior, Bear's right arm then "buffs up" and busts through his sleeve. Brandon fires repeatedly but Bear slices every bullet out of the air. Bear continues to slice every bullet in half, and the ensuing swipes of his sword destroy the dojo, taking the fight outside into the snow. Bear's right arm swells and explodes into an elaborate arc of spikes, and numerous hands of rock and bone appear around Bear, left arm clutching the katana with a floating right hand as support. The hands launch through the air at unimaginable speeds snaring Brandon and knocking one of his pistols from his hand. As Bear approaches for the kill, Brandon drops his remaining pistol from his right, snared hand to his left, equally-snared hand, and delivers numerous shots into Bear. With his last breath, Bear asks Brandon to finish him off, while Bear spends his last thinking only of his love for Sherry. A single shot rings in the night.
We see Sherry weeping as Harry delivers the news, the Overkills remaining silent within a bar, and Mika, teary-eyed, at Grave's return.