It turns out that Yoriko (whom the guys call 'Yokko' as a nickname) has arrived to wish them luck, and that she would be able to watch their performance this year. This is welcomed by Jyun, who then sends her and Kyouta out--Shingo's too far asleep to overhear. The couple then stop by Kyouta's regular hangout, a lighthouse near the bay. Yoriko teases Kyouta a bit, then asks about his future plans, to which the latter hasn't made much decision yet. Kyouta then asks Yoriko about college life (this is the first clue that Yoriko is a year or so older than Kyouta), and how it would be. The serious talk is broken by some good-natured kidding between the two.

Later that evening, Kyouta's a near-wreck trying to write up new lyrics for the band's songs, and stays awake until early morning before he finally writes some satisfactory lines, promptly falling asleep on his laptop afterwards. At around 4:00 AM, he collapses out of his chair, and takes a short breather when he notices a strange girl in red appear in his bedroom window and coquettishly greet him. The experience freaks him out, but he is later woken by the Shingo's bare foot (ugh), and laughed at. On the eve of the new year, T.L. Signal gets to visit a shrine, wherein Yoriko lives and does part-time work as a Miko (Shrine-Maiden) during Shinto holidays. Shingo gets the late news of Yoriko's joining in, and his reaction is priceless. None of the trio seem to notice the presence of a child...Yoriko's cousin Sakamoto Rumiko...watching them from above.

Shingo and Jyun take the van and their gear up to the city while Kyouta decides to pick up Yoriko and accompany her by train. The trip is not without event, though, as Kyouta experiences what he thinks is another vision of the mysterious girl in red fighting a Were-Bat of some sort while the train stops presumably due to technical trouble. Jyun and Shingo are momentarily given the brush-off by an unknown (and damn ugly--take note of her) girl before Kyouta and Yoriko finally pop up, much to Shingo's amusement.

The band begins just as two girls from Kyouta's school, Heguri Kiriko and Hougetsu Asumi, arrive in time to see the concert. T.L. Signal begins their performance, but above them a battle rages between a Darklore fish-woman and a girl from WIZ-DOM, Lemon. Rumiko shows up and interferes, apparently trying to contain the invisible battle (which still damages a lot of public property nearby). Kiriko is then pulled out of the crowd and into an alley by the same ugly girl who accosted Jyun and Shingo for a picture. The ugly one turns out to be the Were-Bat that Kyouta saw on the train, and she slugs (yes, she punches) Kiriko, prompting the latter to transform into her E.G.O. persona--the mysterious girl in red.

Things are not quite what they seem...

From a nearby apartment, idol singer Morino Kanae observes the battles and seems to enjoy watching, until her manager Keijii Abuto interrupts. It's pretty clear what kind of relationship the two have when Abuto carelessly throws Kanae onto the bed and observes the battle for himself. He also sees Yoriko and has a vision of her potential, clearly making plans for her. Although T.L. Signal is too wrapped up in the music, another person--the enigmatic Yukimura Misato--has also taken notice of this. Some other people see traffic lights and drink machines exploding or just falling apart, but never really know what is going on.

After the concert, T.L. Signal is about to wrap up, when Misato approaches the troupe and invites them over to Cosmopop for a test recording of their song. It isn't until later that Kyouta discovers his favorite idol Ryuusei is also employed by Cosmopop, and he feels it's worth it just to meet him. Back in the city, the ugly girl/Were-Bat from before stumbles out of the alley and collapses, apparently after having her behind handed to her on a platter by Kiriko (you GO, girl!).

At Cosmopop the next day, T.L. Signal manages to catch Ryuusei doing his newest recording just before their own shot at the studio. Ryuusei watches them with odd interest. Abuto, meanwhile has already set his plan in motion to gain Yoriko's power, the Mindbreaker (bastard) chokes Kanae into agreeing to play along. While this goes on, Rumiko talks to Yoriko about her future in the Arayashiki, and how she has not fully awakened yet. Yoriko is doubtful. On one hand she realizes her duty, but on the other, she is reluctant to give up her life with Kyouta and her friends. The pair do not realize their conversation is being overheard by Kanae.

After the recording, Kyouta bumps into Ryuusei and asks the pop star what he thought of the song. Ryuusei bluntly tells him the song won't go far, and makes an offer to take it, which Kyouta refuses. As the idol leaves, Kyouta is left with the crushed feeling of having one's idol betray you. Kyouta later spends some time alone at his usual spot, when Yoriko chances upon him there. He talks about the recording and his meeting with Ryuusei to an understanding Yoriko, who herself wishes to tell him her problems but can't even begin. The cold wind is biting, and Kyouta finally readies to go, but is stopped by Yoriko, who plaintively asks him to stay awhile.

Meanwhile, outside the Kamiya Convenience Store, Misato waits...

Meanwhile over lunch, Kiriko gushes, gasps, and falls apart (in that specific order) over the fact that her sempai and best friend Asumi is in Kyouta's class. Even more so when Asumi tells her that Kamikurata already has a girlfriend. Later that evening, Kyouta invites Yoriko over to the radio station to listen to T.L. Signal's performance.

The next day, Yoriko arrives at the station to provide moral support to the band. Unfortunately, she is taken aside by Misato, who tells her not to stand in Kyouta's way to stardom, effectively telling her off. The group then perform, causing quite a stir all over. Post-performance, they are surprised to find a literal horde of girls waiting for them outside (Kiriko and Asumi being part of the mob), causing a mild riot as they attempt to escape. Kyouta and Yoriko manage to be picked up by Abuto and Kanae, and are driven away, leaving Jyun and a not-exactly-complaining Shingo to be mauled by an army of female fans.

Kanae introduces Abuto to Yoriko (sitting in the front seat) and Kyouta (with her in the back), and promptly makes the moves on Kyouta, much to his embarrassment ad Yoriko's quiet but firm annoyance. They are dropped off near Kyouta's place (though not without his taking some effort to pry Kanae loose). After some candid but uncomfortable discussion between Kyouta and Yoriko, the two part ways for the night, Yoriko wondering about the goings-on of the day even as the Arayashiki make plans to ready the awakening of their Benzaiten...

On the way to the concert, Misato and T.L. Signal meet up with Kanae and Abuto (to Shingo's overreacting shock). Sparks fly (literally) between Misato and Kanae as the pair confront each other and cause the lights to burst. In the midst of this all, Kyouta manages to see Misato's true form, but he is unsure. Abuto manages to drag Kanae away, breaking out in a cold sweat when he realizes just how powerful an enemy Misato can be. Later on, Kyouta recognizes Ryuusei from before. Angry and challenged, he promises Ryuusei that he will match or surpass him. An amused Ryuusei simply smiles and coldly wishes him luck. Misato tells the band that Ryuusei's popularity is the level they must achieve someday, something Kyouta keeps in mind.

Late in the afternoon, Yoriko comes across Kyouta playing his harmonica at his usual spot, in front of the lighthouse. Unable to tell him her problems, she nonetheless tries to cheer him up. Encouraged, Kyouta gets Jyun and Shingo, promising to give Yoriko a private performance before the night is over. They begin to play, and out of nowhere, girls start popping out, causing a small audience to form. While continuing to play, Kyouta sees two girls in the audience transform and fight, right before his eyes. Yoriko too, is moved by the music, as her own Awakening nears. The music ends abruptly as Kyouta snaps off his singing, to the confusion of all present.

The episode ends with a distraught Yoriko and a confused Kyouta, wondering where things will lead now.

It's later, Rumiko tells Kyouta not to interfere in Yoriko's life, which only serves to confuse him. Kyouta later meets with Asumi at a record bar by coincidence (or so it seems), but gets sidetracked when a horde of girls confronts him and start attacking Asumi. Kyouta begins to freak out when, while saving Asumi, he hits a girl by accident and the crowd starts asking for more. Both musician and his classmate manage to bolt away from the maddening mob.

The pair escape to the park, not knowing they are cornered by a trio of WIZ-DOM witches (It's unclear here whether they are really WIZ-DOM members or just a group of magical constructs). The three WIZ-DOM witches bind both Asumi and Kyouta, and attempt to suffocate the girl. In a fit of desperation, Kyouta unknowingly unlocks Asumi's powers as an E.G.O. psionic. Still, she is unable to use her powers properly, and thus the musician blocks the attacks. Encouraged by the power seen but discouraged by the awakening of another E.G.O. girl, WIZ-DOM retreats...But not without Lemon taking photos of the night rendezvous. The photos appearing the next day cause an uproar, not the least of which from Shingo, who is about to tear Kyouta's head off for "two-timing" Yoriko. Kyouta, of course, has no idea what he's talking about. Asumi meanwhile has to face an absolutely livid Kiriko over the pictures.

A depressed Yoriko knows nothing of these events, and is contemplating her own path in life when a Darklore Werecat grabs her and drags her in...

Disbelief is written over the band's faces as Misato hires Asumi to be part of Cosmopop's staff, specifically an assistant to the band. A sheepish Kyouta has to explain his relationship with the girl to his band, all the while trying to get along with her, which becomes quite easy. A frantic Kiriko later calls Asumi, demanding to know why she has joined the company when she's professed to not liking Kyouta. Asumi cooly tells her that her feelings have changed, and that unlike Kiriko, she isn't afraid to take the first step toward him. She ends with telling Kiriko to forget about Kyouta, which crushes the other girl's spirit.

Considering her position, Yoriko first tries to contact Kyouta, but gives up as she is unable to meet with him. This is due to Kanae's asking Kyouta out for dinner, one which Kyouta cannot refuse. Yoriko then leaves home, accusing Rumiko and the Arayashiki of trying to trap her in a role she wants no part of. Yoriko contacts Abuto, signing a contract with him and being offered an apartment in the city. Deal done, she then leaves, only to see Kyouta and Kanae leaving a nearby restaurant. Silently she watches as Kanae kisses Kyouta, and in the process, her second painful awakening occurs...

A press conference is held for the release of a new movie, the panel being interviewed are a completely new group of artists, unknown in the field. Among them is Yoriko, almost unrecognizable not only due to her makeup and manner of dress, but her odd and frighteningly new sense of contempt for the reporters as she mocks them openly. These occurrences being unknown to Kyouta and the band, as they decide to make a short road trip, but are intercepted by the WIZ-Dom witch Lemon. Kyouta alone can see her, but it's little consolation as T.L. Signal and the van they are in get involved in a major accident.

Shingo lies in the hospital unconscious, with a slightly-less banged up Jyun and a miraculously unhurt Kyouta wait for any news to come about. Jyun wonders at Kyouta's luck, but is met by silence, as Kyouta blames himself for the pair's misfortune. Jyun tries to prod his friend for more details, but after awhile, leaves him once it's clear he won't share anything. Inside, Kyouta is torn, as he knows that neither of his friends would believe his outrageous story. But that's far from the worst, as he and Jyun are both shocked to recognize Yoriko on TV.

At the Sannou residence, Rumiko also catches sight of the telecast. She searches out Yoriko, but once there is met by her worst fears: Yoriko has willingly become the Darklore Sarasvati.

Kyouta and Asumi head over to the set of the movie, wherein one of the other actresses is frantically wanting to quit. Something about Yoriko has most of the movie crew terrified, and she leaves a trail of fear and silence while there. Kyouta is initially casual, asking Yoriko why she'd become an actress, but is surprised to find her new, cold personality confronting his arrival. Despite his attempts, he can't get a word in edgewise, and is shooed away by Abuto. Dejected, he and Asumi take the train home.

Despite Asumi's attempts to cheer him up during the ride, Kyouta is too deeply lost. He stops over near the hospital to visit Shingo, while Asumi (poor girl) continues on alone. An unsuspecting Kyouta, however, is being watched by one of the Arayashiki, who then attempts to kill him. Only Rumiko's intervention saves him, and the girl is hurt in the process, prompting Kyouta to inadvertently use his powers to stop the other Arayashiki. Kyouta later nurses Rumiko's wound, and is given a crash course in the secret history behind the Aquarian Age.

Meanwhile, it becomes apparent that Abuto is only too pleased at the ways both indirect and direct that his new charge is ruining the movie. He believes he has it all, the powerful Sarasvati now under his control...

Rumiko's leadership of the Arayashiki has been cast upon by doubt not only by her association with Kyouta, a mindbreaker, but with her apparent concern more for Yoriko than the Arayashiki. Putting her foot down, she orders the remaining groups to follow, which they do with little enthusiasm. While at the recording studio, a terminally depressed Kyouta is cheered up by Shingo. The band member inadvertently provides him part of the answer to his problems when he mentions the idea of him singing to Yoriko of his feelings.

At the other talent agency, an opportunity arises wherein Kiriko is scouted out as a model, while Abuto talks with a fashion photographer friend of his. He's quite interested in the way Kiriko carries herself, much to the girl's surprise. As this occurs, Kyouta returns to Yoriko's old home to ask Rumiko how to use his Mindbreaker powers. However, it's of little use as Rumiko herself does not know how Mindbreakers function. All she can offer is that it's an ability Kyouta alone can summon. Nighttime is later punctuated by a jealous Kanae turning to her Werecat form and attacking Sarasvati-Yoriko in her apartment. The battle is easily one-sided, with Kanae being pasted to the walls and ceiling more often than not. It's only the mild distraction of a cell phone call from Kyouta that buys the Darklore Werecat the opportunity to escape.

The next day, Asumi appears on the set, and does a fairly good job of acting, until Sarasvati-Yoriko, through some arcane ability, knocks her out in the blink of an eye. This is, oddly enough, caught somewhat on a technician's videocam. Unaware of Asumi's condition, Kyouta arrives at the set, and after an argumentative discussion with Yoriko, manages to get her to listen to his song. But after a short bout of music, he finds it to no avail: the abject cruelty with which Yoriko dismisses his singing is but a set-up for Abuto's arrival. The talent agent then crushes Kyouta's guitar, and callously hands him a thick roll of yen notes, telling him there is nothing he can do--there are no second chances. With that, he leaves the stunned Kyouta staring at the wrecked remains of his guitar and his life.

Meanwhile, a nervous Kiriko shows up for her first screen test as a model. Initially, it doesn't fare well, with the normally bubbly girl nervous for her shoot. When the cameraman offers to let her play some music to help her relax, she takes the opportunity to run through one of Kyouta's songlists. The change is dynamic, to say the least, with the cameraman practically gawking at the modelling talent Kiriko has, and excitedly calling Abuto to thank him for his find. Abuto, however, gets wind of Kyouta's music playing in the background and flies into a rage.

Kyouta takes the train back to the city, finally making up his mind that his much-vaunted abilities as a Mindbreaker are worthless. A meeting with Misato then confirms T.L. signal's opportunity at fame; she's booked them for a concert, encouraging the trio not to think, but do, about their music, which seems to give Kyouta some purpose. As the trio leave, she and Ryuusei have another cryptic talk about a certain individual's growing abilities...

Kiriko's future in modelling work is practically written in stone now, as she gets her hair cut (ARGH!!! Nooo...*sob*), and readies for a final round of pictures. A none-too-pleased Abuto storms into the studio, stone-faced despite the lengthy congratulations and thanks from his photographer friend, as well as the surprise find that Kiriko was for them. However, Abuto's mind is on Kyouta's music, and how the young Mindbreaker inadvertently saved Kiriko from his clutches. He vows to put an end to him.

Abuto's opportunity arrives as he takes Kanae out on a drive. T.L. Signal are having publicity photos taken for their upcoming concert, and it's just what Abuto needs to destroy Kyouta once and for all as he activates a Kekkai, then sends Kanae into a berserk form to attack. Kyouta can barely hold the Darklore Werecat at bay, unconsciously using his own Mindbreaker abilities to interfere, but it's still too much for him, as he struggles to protect both himself and his best friends. They are finally saved by Misato as she shields the group and injures both Kanae and Abuto, sending the pair running.

Although he's seen her true form before, Kyouta is still surprised at this revelation by Misato, even as his unsuspecting friends puzzle over where their clothes had gotten cut. Misato is cryptic as ever, telling Kyouta that she will handle the petty annoyances. She ends with the words "Focus only on the things you're capable of doing", and Kyouta stares at Abuto's car retreating in the distance.

The day is no kinder to Kyouta, as after seven tries, he still fails to capture the previous spirit his music had. Rubbing salt in the wounds, Ryuusei calls it all a waste, and to Kyouta's surprise, his bandmates agree. (To be honest, Kyouta's singing really does suck in this particular episode.) A frustrated Kyouta walks out, deciding to call the whole thing quits. Late evening, he gets a cell phone call from Yoriko, who tells him to meet her in front of his family's store. Initially overjoyed, he becomes shocked as he finds an unconscious Asumi nearby, the cackling laughter of the Sarasvati-Yoriko the last thing he hears on the line. Distraught, and unable to understand, Kyouta is left alone in the night to fend for Asumi.

At the hospital, doctors are baffled about Asumi's comatose condition, as she has no injuries on her person to explain such. Kyouta on the other hand, spends the day trying to forget all about the concert, his music, and his problems by going back to normal life. He avoids calls from the band and simply tries to get by when, by happenstance he bumps into an autograph signing by Kiriko, who calls him by name (and prompts jealously angry stares from Kiriko's new fans). Finally able to talk to her idol face to face, Kiriko gushes about Kyouta's music, and how it gave her the courage to succeed in her new job. This conversation helps him realize just what it is in his songs that inspire people.

The pair then go to visit Asumi, and Kyouta only then realizes that Kiriko is the red-clad E.G.O. girl he had seen before. While Kiriko goes to visit an unconscious Asumi, Kyouta stays outside, singing (A Cappella) and inadvertently wakes the comatose Asumi, to Kiriko's tears of joy. Unknown to the two E.G.O. girls, WIZ-DOM has tried but failed to regain their control over Asumi, thanks to the subtle power of Kyouta's reinvigorated singing. Discouraged by the interference of the fledgling Mindbreaker, WIZ-DOM retreats...for now.

It's a shadowy rain in the middle of shooting, and Sarasvati-Yoriko mutters something about her final freedom when Kyouta appears, prompting filming to stop. A flash of lightning, and the pair disappear from the film crew's sight...but in actuality are cloaked within a Kekkai of Abuto's creation as the battle begins, transported into a nearby parking lot. Kyouta, now being protected by Kiriko and Asumi, appeals to Sarasvati, who doesn't seem too keen on talking her problems out. The two E.G.O. girls try their best, but even their combined powers aren't in her league as they are easily captured by Sarasvati's snakes. Kyouta tries saving the two, while an amused Sarasvati openly mocks them, not really breaking.

The pace changes when Rumiko enters the fray, disabling Abuto's laptop, Kekkai, and right hand with Ofuda (Paper wards, used by Buddhist/Shinto priests to bind evil). In an attempt to contain the Sarasvati, Rumiko begins to wrap a red stream around Sarasvati-Yoriko, assisted by Asumi and Kiriko. But even with three mystical maidens, Sarasvati is too powerful as she manages to trap the two E.G.O. girls with more snakes, and pin Rumiko down with a makeshift lightning rod. Kyouta still tries to reason, but is merely mocked by the Sarasvati, who dares him, a Mindbreaker, to stop her.

Struck by lightning, Rumiko then attempts her own Kekkai--one that could contain the Sarasvati's power, but at the cost of her life. Even with this, it's still not enough to stop the spreading energy of the Sarasvati, until the Arayashiki representatives from the four corners of Kantou (Byakko, Seiryuu, Genbu, and Suzaku, corresponding to the Shi Ten Ji Shou or Four Gods) aid her. The force is contained, and an opening appears for Rumiko to shoot Sarasvati with her arrow, but Kyouta stands in her way.

An even bigger surprise is in store, however, as Benzaiten-Yoriko appears to protect Sarasvati-Yoriko, surprising both Kyouta and Rumiko. The Darklore form then takes the Arayashiki form hostage, and uses her powers to transform the now-panicked Abuto into an elaborate Kekkai. Kyouta, Rumiko, Kiriko, and Asumi can do nothing but watch as they are locked out of the giant genie's bottle of a Kekkai, Yoriko just beyond their reach. Sarasvati and Benzaiten, within the elaborate jewel Kekkai that was once Abuto, argue over their shared existence within Yoriko Sannou, and how one has difficulty reconciling with the other.

Kyouta by now has pounded himself silly trying but unable to break through the Kekkai, while the equally helpless girls behind him watch. Near the end of his rope, Kyouta is then visited by an old acquaintance, as Kanae appears, offering him a deal: remove Abuto's control collar, and she would help them break through the Kekkai. Left without much other choice, Kyouta does so. Kanae then returns to her true Werecat form (a lot less scary than the one we've come to accept), then breaks through the crystal, musing about Abuto as she does (this girl really has it bad for that jerk, doesn't she?). Sarasvati and Benzaiten spill out, Kyouta rushing to Benzaiten-Yoriko's side.

After considerable (a lot of philosophical stuff far too detailed for me to mention here, I'm afraid) argument, Sarasvati realizes what Benzaiten has been telling her all along--that they are part of the same individual, and incomplete without the other. The two resolve their differences and reunite as one Yoriko Sannou again...but...an anguished Kyouta screams out her name as she lies there, motionless in his arms...

Hitching a ride with Asumi and Kiriko, Kyouta makes it back in time for the big concert, which is a roaring success. Despite this, T.L. Signal finally decides to retire early, and after the concert they amicably settle it with Misato. It's here that Misato reveals the truth--that it wasn't she who scouted them, but Ryuusei, who in the end warmly congratulates Kyouta's success. Overjoyed, Kyouta and the gang leave, while Misato and Ryuusei ponder their next 'test subject'.

A montage follows; Asumi finally finds the WIZ-DOM librarian and gets even with her in a delightfully humorous manner (never trust a cute girl with a bubbly personality). Kyouta and Yoriko manage to watch the movie she was working on--predictably a bust at the box-office, much to Yoriko's relief. She has also finally accepted her position as Benzaiten, fulfilling her true destiny with the Arayashiki. And Abuto finally gets what he deserves, wearing one of his own control collars, walking aimlessly around the back alleys while muttering delusions of record contracts and collecting alley cats which he names "Kanae".

Three years pass, and things have changed. Shingo is now a clean-cut salaryman, while Asumi has gotten a position as a nurse. Kiriko and Jyun seem to have remained with Cosmopop in the entertainment business; Jyun seems to be Kiriko's talent manager (some guys get all the luck). They're interrupted from their day-to-day routines for just a moment to see Kyouta off, as he flies abroad, a wanderer's life in hand. Promising, though, to return someday to his friends...and Yoriko.