Alba and Soiree have reclaimed Southtown from the upstart gang Mephistopheles. However, their peaceful days did not last long. Southtown suddenly bursts into flames at nightfall. Soware, in place of her absent brother Alba, scrambles to protect the town, and in the process encounters Yagami An, who has lost his power of the eight-footed jewel.

Geese Howard once ruled Southtown with absolute power. Rock is bound by the fate of being his son. Billy, Geese's one-hand man, forces Rock to become Geese's successor in order to rebuild the Howard Connection.

A mercenary unit hurries up a recovery operation for the cloned Kyo, which has been spotted in Southtown. K´ and Maxima take advantage of the chaos to infiltrate Southtown in order to search for the whereabouts of the genius scientist Dr Makishima. However, Ralph and his men, who had detected their infiltration, catch up with them