Ryuhou continues to mourn the death of Sherrice. Kazuma, who is standing with him, also remembers those who have died: Kimishima, Ayase, and Biff. Kazuma sheds a tear for them as well.
Inside his main control room, Kyouji Mujyo is furious that the power has been shut down. Without it he can't get any info. He demands that the two alters working for him fix it, but they can't. He gets angry and takes it out on them by absorbing their power.
Elsewhere, Mimori, Urizane, and Eelian are still looking for the others. Eelian searches for a sign of their life via his alter ability. He locates Ryuhou and Kazuma together, but can't find Sherrice or Cougar. Eelian says that they can't do anything now, only Ryuhou and Kazuma can.
Kazuma and Ryuhou continue heading toward Mujyo. They begin to argue as usual, saying that the other is too weak to go on. They soon spot Kanami, unconscious and tied up. Mujyo appears from behind her. Kazuma and Ryuhou power up their alters and say that they are going to defeat him. Mujyo takes a knife to Kanami's neck and tells them to stop. Ryuhou stops, but Kazuma walks toward Mujyo. Mujyo comments that Kigetsuki told him that Kazuma didn't listen. Kazuma says that he is listening, to Kanami. He says that she's telling him to beat Mujyo. Suddenly, the Crystallized Form appears. Zetsui knocks it back through the wall into the outside. Ryuhou says that Zetsui and him will take care of it, and that Kazuma should take care of Mujyo. Kazuma asks him who he thinks he is, and Ryuhou says that he's Kazuma, the Shell Bullet. In turn, Kazuma says Ryuhou's name and calls him, Ryuhou, Master of Zetsui.
Kazuma takes on Mujyo. Mujyo comments that he's much stronger then last time and that Kazuma is much weaker then last timer. Mujyo uses his Absorption and takes some power from Kazuma. Mujyo decides to toy with Kazuma like he did Cougar. He uses White Trick and Black Joker on him, causing him more pain.
Elsewhere, Mimori and the other are running through the castle looking for Ryuhou and Kazuma. Suddenly, the ceiling starts to fall down. They are saved by Cougar's car, but no one is inside.
Kazuma says that he won't give up. He takes his left hand and turns it into an alter like his right. Mujyo uses his Absorption technique, but Kazuma blocks it.
Outside. Ryuhou is loosing badly. He sees Kanami's face and hears Kazuma's voice in his head. Ryuhou finally understands that all this time he was protecting himself. He needs to be like Kazuma and not care about himself and sacrifice everything. With that he merges with Zetsui.
Inside, Kazuma remembers the same thing. He will defeat Mujyo no matter what. Mujyo tries to use his Absorption again, but he can't. Just then, Cougar shows up and takes Kanami and the other two alters Mujyo abused. He tells Kazuma that he'll take them to safety and that Kazuma can take care of Mujyo. Kazuma replies by saying that Cougar can't just show up and tell him what to do. Cougar asks him if he'll give him "One last favor, bro". With that Cougar runs off with Kanami and the others and Kazuma gets ready to finish it.
Kazuma completely transforms himself (similar to how Ryuhou merged with Zetsui). With his new power Kazuma defeats Mujyo.
Meanwhile, Ryuhou decides once again that he doesn't need anything anymore. He defeats the Crystallized Form and pushes him back to the Alter dimension.
Elsewhere, Mimori and the others are driving away in Cougar's car when they come across Kanami and the other two kids on the side of the road. They pick them up.
Ryuhou heads inside and meets up with Kazuma again. They joke around, but its cut short with Mujyo appears as a monster with immense power. He says that this is his full power. Both Ryuhou and Kazuma transform again and Ryuhou says that he'll let Kazuma handle it. Kazuma use his most powerful attack and Mujyo and beats him. With his defeat, the castle begins to disappear.