Riding the mysterious ghost train to its next destination, Lisa and the twins find themselves in a strange new town full of lifeless, apathetic people. Noting that everything seems to be made of fruit, Ai sits down for a bite of the nearest wall, but soon finds herself hot on the trail of a thief who makes off with her backpack. The chase continues throughout the town, but the crafty thief escapes his pursuer, and the townspeople are unsympathetic to her plight. Despairing over the situation, Ai ends up meeting Fabula, who gives her the strange Poshepocket as a bit of a consolation gift.

Earl Tyrant, meanwhile, is not pleased by the results of Fungus’ previous fight with the Magun-wielding Kaze, and orders another of his henchmen, Herba, to go and play with the man of the black wind. Arriving with her minions, she uses her henchman to torment the town, and brings Yu, Chobi, and Lisa into a laughing fit with her spores.

Now, the group comes to a factory place where all the workers work constantly. They build up parts and then take them down again, making their work eternal. Oscha attacks by making the workers build the machine completely which is a giant gold robot that looks like Oscha. The group fights, but cannot destroy it. Kaze summons Odin to pierce through its armor and it is destroyed. Oscha escapes. Kaze leaves the group on their own and Lu decides to leave as well with a tearful goodbye to the children.

The twins and Chobi are captured by Fungus and sent on his ship. He plans to sacrifice them to the Earl. Makenshi comes along to warn Fungus about his certain destruction. Kaze and Makenshi spot each other and fight. Kaze cannot fire the Magun. Makenshi gloats that Kaze cannot fire the Magun at will anymore. Fungus grows once again and ties Chobi and the twins to his giant club. Crux comes along and uses a black mold on the world, killing the fungus. Fungus' powers become useless. Kaze uses the Magun to summon Meteor Master to destroy Fungus for good. Fungus respects Kaze in the end and dies with honor.

Shiroi Kumo's elder brother Akai Kiri (Madoushi) is reserected by Oscha. The main party lands in the clouds only to be attacked/paralyzed by Madoushi. Kumo appears and we learn Kiri was killed protecting his homeworld from Chaos and he wants to challenge his little brother for the title of the strongest between them. Kumo reluctantly battles his brother, smashing Kiri's sword (thanks to Kaze's help), which contains his very soul. Kiri then tells his brother to finish what he started then he disapears. Kaze and the others are set free and Kumo and Kaze are about to battle when Pist decides it would destroy the ocean puzzle and he transfers the main party and the comodeen to a new area, leaving Kumo standing looking out on the remains of his homeworld

The Earl now has everything that he needs to finally revive Omega, and things take a turn for the worst. It appears as though everyone has followed right along with his diabolical plan, it perhaps there is no way to stop him. However, self-sacrifice may be the key to finally ending his scheme for good.