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- With Kazuma still recovering from the failed siege at Gakuto's hide out, it shows the daily life of him and the remaining Kifūken. It is hinted that Rie has developed a relationship with Kazuma and is closest to second in command with Toshihiko gone. Ōba reveals that he plans to seize hold of the Kifūken; much to the shock and anger of Kazuma. Though he refuses to hand over the group, it slowly becomes obvious that Ōba has started a corporate take over. With all but three members have deserted the Kifūken group. Kazuma angrily tries to challenge him but to his shock and others, Ōba reveals his true strength with the Kemonozume. In desperation to bring back their old life Rie volunteers to be a Kemonozume. Though Toshihiko calls her and tries to talk her out of it, she goes through with it. In a drugged state, Ōba performs a "surgery". He cuts off her arms and replaces them with Shokujinki arms. He begins to incite rage into her so she will fight against Yuka. He then tempts Yuka to give into her Shokujinki urges, but even in a drugged state she resists. Up until he reveals that he gave Rie, Gakuto's arms; though he says she "took" them. Completely in shock and broken from the news, he induces her anger into rage and has the two women fight now in monstrous forms. Though Rie eventually loses badly to Yuka. Elsewhere Kazuma discovers his origins and much to his shock, he discovers that Harumi was his mother and makes him a "Flesh Eater". He later calls Knife and begs him to kill him. But due to his consumption of octopus as well as his recent habit of drinking alcohol, he loses control and kills Knife. (en)
- As Kyūtarō Ōba put his master plan in motion, he finally reveals his true colors. During a confrontation with Toshihiko, he reveals he's behind the "medicine" thats turning humans into flesh eaters and that he's been using their arms for his benefit. Toshihiko tries to fight him but he's no match for Ōba who's had more experience using the Kemonozume. It is heavily implied that he also uses Kemonozume and had Harumi's arms for the procedure. After the defeat, Toshihiko runs into Bon, who reveals to him that he is Ōba's son . He also reveals his father made him use the Kemonozume to be stronger. But he has no desire to be strong, he just wants to have friends and agrees to help Toshihiko to go and defeat his father. (en)
- Ōba exposes his plan to reformulate the Kifūken's organization with the help of Kazuma; who agrees believing with his help he can mold the Kifūken the way he likes. As for Kazuma, he makes his three friends Knife Tsutsuji, Shin Hoozuki, and Souichi Umeda executives. But Umeda's mind goes elsewhere when he becomes fixated on a girl named Himeko who works at an image club. Meanwhile, Kazuma eagerly hopes that he can change the Kifūken and tries to get Rie's attentions, romantically. Though she admits she likes him, it is clear that she is fixated on Toshihiko. The next day, it is revealed that Himeko's real name is Suitsuki Misao and is a shokujinki. Umeda comes to her aid when the Kifūken attempt to kill her; despite their pleas that she is a shokujinki spy. Back at the dojo, Rie discovers journals in a hidden room in Jūzō's old room, while she's looking for finical reports. Much to her shock, she discovers a secret that both Jūzō and Toshihiko kept from Kazuma. Downstairs, Ōba pushes Kazuma to eat octopus . Despite the Kifūken's best efforts, Umeda escapes with Himeko, but, at the end, she devours him and escapes. (en)
- Once again on the run, Toshihiko and Yuka take a hike with a kind old couple. While traveling with them, they try to sort out their feelings for each other. Unknown to them, an unknown vendor sells "medicine" to the elderly couple. And as the couple began to reconcile, they come across "Flesh eaters" and believe they killed the kind elderly couple. During the fight, Toshihiko discovers that they are the old couple. But before he can stop Yuka, she gives into her instincts and kills the old lady and devours her. When it is over, she looks on in horror and shock at her actions. She leaves Toshihiko in disgust of what she's done and believes it means they can never be together. But before Toshihiko can catch up to her, Ōba finds and kidnaps her. (en)
- Toshihiko's life changes a lot since his relationship with Yuka. He strays away from his training and spends time with Yuka. Eventually, he presents her with a ring , and he tells her he wants to introduce her to his father, properly. But, before he can do it, his father is murdered. During the funeral, Kyūtarō Ōba, is shocked at Yuka's appearance. Unknown to others, he knows her mother and mischievously grins, knowing Yuka's nature. While the couple talk, Ōba pulls the others aside and tells them of Yuka's real nature. As they talk, Ōba pours a strange green liquid in her drink. Kazuma confronts Yuka and accuses her of killing his father. Though she firmly insists she had nothing to do with it, the Kifūken are set on the idea it is her and decide to kill her. Their attempts are thwarted by an unknown Shokujinki's attack, which buys Toshihiko time to defend Yuka, and the couple escape. (en)
- The story goes on a flashback, depicting Jūzō, Ōba, and Jin Kakinoki's friendship. The three rescue the mysterious Harumi Kamitsuki after from a group of thugs and bring her to live in the Kifūken. They eventually discover that Harumi is a shokujinki, but agree to keep it a secret. Eventually the head of the Kifūken announces that he wants one of them to be his successor and will have a duel to decide who is most fit. He also reveals the technique called "Kemonozume"; that involves cutting off one's own arms and replacing it with shokujinki's limbs. If not strong-willed enough, the Kemonozume will make the host a monster. Ōba backs out of the duel, and Jin wins the match with Jūzō. The latter throws the match on purpose because of Harumi's pregnancy with his child. Jin leaves angry that he could not have the real duel he wanted. This led Jin to try out the Kemonozume method, and he became a monster and overpowered the Kifūken members. With no other choice, Jūzō asks Harumi to give him her arms so he can defeat Jin. Both Jin and Jūzō fight as shokujinki, and Jūzō wins the battle. Meanwhile, Ōba puts fire in the dojo. Jūzō awakes to the dojo in flames, many members dead, and finds Harumi dead; along with Toshihiko holding an infant Kazuma. With Jin apparently dead, he strongly believes he lost control and killed his own wife and members. The episode ends in the present time with an aged-old Jūzō apparently seeing Harumi, who quickly turns and kills him. (en)
- Toshihiko is captured and held prisoner by a group of Shokujinki; led by Yuka's former lover, Gakuto. Yuka reluctantly allows this most likely still feeling betrayed from his tryst with Rie. While Toshihiko thinks he's being tortured, they are only mentally tricking him into believing it. There it is revealed that their group has a personal vendetta against the Kifūken and accuse him of knowing of their heinous acts; such as slaughtering one of their villages where the children had committed no bad deeds and then demand to know what they do with the arms murdered of the Shokujinki. The leader hints that lately the Kifūken and Ōba have been selling drugs and accuses the group of using their arms as ingredients. Though Toshihiko has no idea his group was doing this, he claims his innocence. After leaving him to rest, Gakuto reveals her secret. He knows she's pregnant and asks right away if the child is his. Not too long the Kifūken discovers their location and storm the place. Though both sides lose men, Gakuto is able to buy his men some time and tells them to escape. He also stalls so Yuka and Toshihiko can escape. But not before asking Toshihiko whom he thinks the father of her baby is. Much to Toshihiko's surprise as he had no idea she was pregnant. (en)
- Rie discovers Toshihiko's hideout and goes all out trying to bring him back home. Meanwhile, Yuka has a surprising revelation. Rie takes advantage of Toshihiko being away from Yuka; after the pair had a fight. She seduces him and the pair have sex. But Toshihiko quickly regrets the decision and tries telling Rie he doesn't want her. Yuka eventually walks on the two and the two girls argue who really belongs with Toshihiko. When both women demand an answer, the group is interrupted by someone's arrival. (en)
- Despite several attempts to stop Toshihiko by some clean-up members of the Kifūken, he and Yuka are able to escape. While staying in a hotel, he discovers that Yuka only becomes a shokujinki when she gets too excited. It is also during this time, the two realize they are being pursued by a giant-sized man all in white. They escape and leave for her grandfather's summerhouse. Again, at dinner, she loses control and tries to attack Toshihiko. Though shaken by her actions, Toshihiko reasserts his feelings for her. It is there she reveals that her mother fell in love with a human and left her family to be with him. She also said she heard that she eventually was killed by the man she loved. Then asked if she ever becomes consumed by her claws, for Toshihiko to kill her. But he quickly tells her it will never happen and vows to find a way for them to stay together. (en)
- Toshihiko and his allies struggle to stop Ōba's ambitions. Ōba isn't above using dirty tactics to achieve his victory as he sends a still drug induced Yuka to kill Toshihiko. Though she injures him, he's able to bring her back to her senses. But the battle is far from over as the group and Bon must stop Ōba's trap thats set to release a gas that will transform people into Shokujinki. As Bon continues to try and stop the trap, Jin confronts a severed head of Ōba on his true motives. While Ōba claims he's done this for his son, Jin accuses him of doing this because he was rejected by Yuka and Kazuma's mother Harumi. During the battle, Toshihiko also realizes that Ōba also killed his stepmother and not his father as he originally thought. After a grueling battle Toshihiko finally wins the battle; though he loses his arm during the battle. He escapes with the others before the government bombs the building and city. The pair are now on a plane, along with Bon, Jin, and Saru. After the destruction and loss of so many lives, Yuka attempts to leave Toshihiko again, believing she'll only bring him pain. She takes a parachute and jumps out, but he quickly jumps after her and confesses his feelings. A small epilogue is shown with the group together in a family like vacation. With Bon and Jin taking a quick snap-shot of Toshihiko, Yuka, and their unseen daughter playing together. And ironically the group is vacationing near the area the couple had been with the elderly couple and though it is still never known whom her father is; Toshihiko's still believed to be the father. And near the end credits Bon's monkey Saru is seen on a fruit cart where he encounters a female monkey he had a romance with and shows she had his babies. (en)
- While Toshihiko tries to convince Rie's stepfather to join his battle against Ōba, Kazuma rushes to fight him by himself. During his travel to the building, it is revealed he "ate" Knife he begged to kill him. And later tries killing another member, but halts as his friend informs him that the "medicine" Ōba gave him turned many humans into Shokujinki and that possibly he's still suffering from the dosage. He also reveals that Rie went to Ōba's building hoping to help get the Kifūken back, thats when Kazuma leaves to find her. Unfortunately for Toshihiko is not having much luck with Rie's stepfather Jin Kakinoki, who's completely broken from the past and influence with Ōba. Just as Kazuma enters the building he finds a badly injured and defeated Rie. She apparently dies and this causes Kazuma to lose control again and he transforms and devours her body. He's shocked by what he's done but is still hellbent on revenge and tries to kill Ōba. Only to fall into a trap set by Ōba, who has his arms removed and they become attached to his legs. Toshihiko and the group come in, after convincing Jin to aid them. But to his shock, Kazuma dies and in his arms. And the final battle ensues between him and Ōba. (en)
- Yuka celebrates her birthday with Toshihiko, but when she tried one of his secret immobilization techniques on him, he ends up paralyzed, just when their gigantic pursuer finds them. (en)
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