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Yuji Kiba leads a peaceful life until a truck hits his car, killing his parents and himself. Two years later, he awakens to find his life in ruins. Meanwhile, Takumi follows Mari after realizing that they accidentally switched bags.

Mari and Takumi continue to reluctantly travel together to Tokyo. Meanwhile, Yuji still has not come to terms with what has happened to him.

akumi still refuses to help Mari protect the Faiz Gear and leaves her when he finds that she has been lying to him about her wrist being hurt. Mari then meets Keitaro after a road accident and helps him deliver his company's dry cleaning.

Keitaro and Takumi take Mari to the hospital after the battle with the Ox Orphenoch. Meanwhile, Yuka returns home and hears her sister's voice from afar, after she had been knocked down by a car.

Takumi, Keitaro and Mari try to see Mari's father, in order to gauge what he knows about the Orphenochs. Yuji takes Yuka to see someone who can help her - Smart Lady - who then takes them to Eiichi Toda, the Squid Orphenoch.

Yuji, seeking more information about the Orphenochs, attempts to see the Smart Brain president. Meanwhile, Takumi and Mari try to steal Yuji's Smart Brain pass card from his car - in attempt to see Mari's father for the second time.

Yuji fights Faiz as the Horse Orphenoch to protect the Snake Orphenoch. Naoya returns to his old university and meets Kazuhiko, teaching him to play the guitar like he did when he was a student there.

The Owl Orphenoch retreats from Faiz. After Kazuhiko proves himself to have outstanding potential after further sessions with Naoya, Yuka catches Kazuhiko's teacher sabotaging his bike.

Keitaro decides that he, Takumi and Mari should investigate a prowler in the area but Mari is summoned to the Smart Brain building where she and Takumi are invited to a dinner with Kyouji Murakami, the new head of the company.

After surrendering the Faiz gear, Takumi debates whether this was truly the correct course of action. In the meantime, the Chief has made Naoya the new Faiz.

Takumi is beginning to think that maybe he was meant to be Faiz, after regaining the Faiz gear. Chief Murakami asks Jay, a member of Lucky Clover, to take back the Faiz belt and get rid of Takumi.

Mari, Takumi, and Keitaro begin looking for Mari’s schoolmate Masato Kusaka. Yuji has decided not to attack humans. Kaido is still trying to figure out what he wants. Yuka is trying to figure out Kaido. Kaido decides to be human and date. He drags Yuka out on a practice date. Takumi, Mari, and Keitaro find Masato. As he and Takumi have a fencing battle, Mari’s former schoolmates are attacked by an Orphenoch. They go to rescue them. Masato follows and transforms using the Kaixa belt. He defeats the two Orphnochs.

Kusaka stayed with Mari as the remaining Ryuseiji went to search for their other partners to find out about the past. Murakami assigned the Lucky Clover to their tasks. Realizing that he was targeted for not wanting to attack humans, Yuji told Naoya and Yuka to decide for themselves on what they wanted to do from now on.

Yuji and Takumi have been knocked unconscious and into the river. Takumi’s Faiz belt was knocked off of him. His friend picks it up. Takumi’s friends find Yuji and Yuji’s friends find Takumi. Each returns to their own friends. The attacks of the Lucky Clover continue. During a fight with Orphenochs, Takumi realizes that Osada is one of them. Masato transforms into Kaixa to fight Osaka who is in Orphenoch form. To everyone’ssurprise, Takumi protects the Orphenoch.

Masato seems to be trying to sow discord between Takumi and his friends. Takumi won't explain why he attacked Masato and defended the Orphenoch. Masato lets Takumi know that he is trying to replace him with Mari and Keitaro. According to him, people who don't like him are in his way.

Kusaka and Takumi begin by squaring off again. Kusaka thinks Takumi's days as Faiz are numbered. Mari and Keitaro can't understand what is going on with Takumi. Kusaka take advantage of this to make himself look good and to try to get rid of Takumi. Yuji's dead girlfriend's older brother contacts him to get him to help find her killer. He gets turned into an Orphenoch and attacks anyone who seems to be speaking bad about her. Yuji realizes that the older brother has become an Orphenoch and as lost his soul as a human but he can do nothing about him. Takumi fights him. Takumi realizes he had lost his way and strayed from his path. Not all Orphenochs want to live as humans and they must be dealt with. As this episode ends, Kusaka finds out there is a third belt.

Kusaka went off with his old classmate as they went to find out more about the third belt. Smart Brain continues on their attempts to recover Faiz and Kaixa. Meanwhile, a girl had been followed by an Orphenoch. As glum mood surrounds the Kiba household, Yuji wondered about the identity of the Faiz user...

Two of the members of Smart Brain are ordered to get the Faiz Gear back and kill all traitors. Saeko of Lucky Clover meets another Orphenoch that wants to take Jay's spot. Takumi faces off against one of the members while Yuji Kiba faces the other one. Both fights end up the same: defeat, but Takumi's is much worse because the Orphenoch that he lost to took his Faiz Gear and transformed into Faiz to kill Takumi and finish his job.

Takumi and Yuji were blasted away into the river because of the new Faiz. The new Faiz also gloats to the female member of the Lucky Clover that he will take back the Kaixa Gear as well. Kaixa returns to fight the new Faiz and take back the belt. But Takumi gets the belt again with a new gadget that lets him change into Axel Form. Using this form, he defeats the Centipede Orphenoch.

The story begins with Kiba and Takumi fighting each other. Kiba is in Orphenoch form and Takumi is in Faiz form. Neither know that the other can transform. Masato comes back from his trip. He doesn't say much about it other than that the others from Ryuseiji Tutor are fighting. He continues to push Takumi's buttons. He lets Mari know that he likes her. Murakami suggests training a new member for Lucky Clover to replace Jay. Masato overhears Mari questioning her feelings for Kiba. This upsets Masato. Kiba and Osada ask Mari to consider going out with Kaido. Yuji and Masato are attacked by Orphenochs. Masato puts on his belt, causing Yuji to realize he is a rider. Murakami and another Orphenoch confront Takumi and Mari, demanding the Faiz belt.

Having accidentally found out about Yuji, Kusaka announced a truce as they fought Saeko and another Orphenoch that had come to kill them. Realizing the fact Yuji did not know of Faiz's true identity, Kusaka hitched a plan to use that against Yuji as he learned about Lucky Clover.

Takumi joined into the fight as he witnessed Kusaka fighting two Orphenochs as Murakami arrived to stop them. Kusaka revealed his intention to wanting to join Lucky Clover. Yuji wondered what Kusaka really is. An enemy or ally? Kaido made another decision as he was rejected by Mari.