Panty & Stocking have to go into the nasty Daten City sewers to find a Ghost that is eating people in the bathroom.

The school is taken over by the demon sisters, Scanty and Kneesocks (the daughters of the mayor), and Panty and Stocking aren't pleased with the new changes they have made. In order to get their revenge, they team up with a Loser Ghost, who leads them to an underground factory where the demon sisters are producing Fake Ghosts. Whilst Brief escapes with the Ghoststone powering the factory, Panty and Stocking fight against the demons sisters.

Panty and Stocking find themselves against a horde of zombies who are immune to their angelic weapons.

Panty and Stocking get shrunk by some heavenly drugs and end up stuck inside Brief's body.