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.