The episode begins with Megumi Shion and Metal Master discussing a machine which will presumably be used on students as a "brainjack". Zodiac seems to doubt it's reliability and the show cuts to Rei Kujou (now out of the hospital for an unspecified amount of time) taking a test in school. After the test, she admits to her friend that she does not think she did well. On their way home, the girls come across a free puppy. Rei's friend wants it, but cannot keep it at her home, so Rei offers to keep it for her. She takes the dog to Gou's apartment, but Takeo Shiroishi refuses to let it stay there, all the while Gou and Yuu are growing attached to it. It is then implied that Dr. Shiroishi is afraid of dogs, something the group finds amusing as it is a Pomeranian. The next day, Rei tries to approach her friend, but she is acting very strange. Rei is greatly distraught by what her pal said, and approaches the test instructor to see if that had anything to do with it. Getting no answers, Rei approaches another schoolgirl who did not pass the test. She seems to be having a similar experience to Rei. That night, Rei follows her friend into a building and sees that further tests are being hosted. She then sneaks into a gymnasium in the same building, where she sees a new Metalferd practicing Kendo with some other individuals. The Metalferd (known as Batrod) sees her, and nearly impales her, but he is ordered by Crown to not. Later on, Gou Kazama encounters Rei and her friend on the street, but they are now both exposed to the "brainjack" test. They take no notice of him, but Gou sees a control bracelet on one of their wrists. Dr. Shiroishi concludes that Rei's strange behavior is linked to Crown, and the group trails her to the test building. Yuu runs after his sister, leading Gou and Takeo to chase into the building, only to be attacked by Fangs. Takeo and Yuu begin to search the building as Gou fights the Fangs, but they are then cornered by the "brainjack-ed" students wielding Kendo blades. Gou defats the Fangs, but is then attacked by Rei and Batrod. Takeo and Yuu get cornered in a classroom, while Gou tries his best not to hurt Rei. He captures her bracelet arm and begins to pump electricity into it, causing the Brainjack computer to short out. With more electricity, the computer blows up and all the afflicted children faint. Batrod attacks Gou, and Gou transforms into Guyferd to defeat him. Guyferd is eventually able to break Batrod's staff and defeat him. The show then cuts to Megumi Shion and Metal Master discussing their defeat and ends by showing that Rei and the others are back to normal.