Welcome to the full lowdown on FFU's story, episode by episode! Enjoy!

A giant dark pillar appears in the ocean off of Tokyo. Two huge beasts appear out of it, a red one with the head of a gun, and a white one with the head of a sword. They attack each other and both are destroyed. Joe and Marie Hayakawa, a geologist couple, are swallowed into the pillar and end up in a crazy place called the Inner World. They return safely after many adventures.

Twelve years later, the pillar is a tourist attraction. Joe and Marie have gone into the Inner World again to explore (after writing a bestselling book on the flora and fauna of the place), and are never seen again. Their twin children, Yu and Ai, enter an abandoned subway station to ride the Inner World subway to look for their parents. However, the train has another occupant - a woman named Lisa Pacifist, also traveling to the Inner World for reasons she refuses to divulge.

Arriving in the Inner World, they encounter a strange land that looks like Tokyo, but is inhabited by insects and built out of plants! Yu encounters a chocobo, who pulls Ai's pigtails and runs off. He then trips over someone's leg. The leg belongs to a man called Kaze, who has been put to sleep and trapped in a plant cage. He awakens at Yu's touch.

Suddenly, what looks like a flying saucer drops a crystal that turns into a mushroom monster! Lisa staves it off with a power called kigenjutsu, but it just gets angrier and bigger. Lisa and the kids end up hanging off the edge of a cliff with the monster before them. However, Kaze is nearby and uses his Demon Gun to summon Phoenix and destroy the monster from inside. However, he has an unnoticed observer by the name of Oscar...

Kaze walks off, ignoring the parting words of Lisa and the children. In the meantime, Fungus (the person inside the flying saucer) returns to Gaudium, the home of Earl Tyrant, and we are introduced to three of Earl Tyrant's Deathlords, Fungus, Herba, and Oscar. Oscar creates a puppet named Crux, who tails Kaze. Fungus is given the task of getting rid of Lisa and the others. In the meantime, said targets meet the chocobo again; he has a contraption around his neck now. They follow him into a forest, where they meet a crazy old lady named Chocobaba.

Chocobaba's fairly useless, but after she runs off Yu finds a chocobo feather. However, they're attacked by another mushroom monster and cornered. Yu's chocobo feather glows and appears to call his chocobo, who attacks one of the monsters. It's still not enough, and things are looking dim, until Kaze arrives and blasts them to oblivion. He wants to ask Yu something, but before he can Fungus arrives. Kaze's Demon Gun is put to good use (this time with Typhoon) and Fungus disappears. Kaze asks them if they've seen a man named Shroi Kumo (having remembered his name), but they haven't, of course. Yu tries wearning his chocobo feather and finds that he can read the chocobo's mind, which tells him to hurry and catch the subway before it leaves!

In Gaudium, Fungus is resurrected at a fraction of his original size. 8-) Oscar believes Kaze might be the Unlimited, one whose power rivals the gods'. In any case, Herba wants to see the Demon Gun for herself. Lisa and the kids get off the subway in a place where everything is made of fruit. Kaze's already there before them, though. O_o Everyone here wears hooded cloaks and talks depressingly. Ai's bag is suddenly stolen by one of them, and she chases after him, getting cut off from Lisa and Yu. She finds Kaze asking about Shroi Kumo again, but being redirected to Gaudium for his inquiries. She loses the thief. However, the sound of the ocean leads her to the home of Fabra, the Guiding One, inside a giant oyster shell.

Fabra gives Ai a little monster named Pochepoke to help her, then disappears. Herba enters now, on her own flying contraption. She makes a whole bunch of flower monsters, then showers everyone with pollen that does the same thing as laughing gas. Kaze aims the Demon Gun, but it doesn't want to work. Instead, he shoots down the flower monsters, but only succeeds in increasing the pollen. Ai asks Pochepoke for help, and gets it in the shape of an explosive watermelon seed which disperses the pollen. The Demon Gun decides to work now, and Kaze summons Shiva. A frozen Herba runs away. Ai reunites with Lisa and Yu, but Izabel, the clock on the chocobo, rings out, indicating that the subway's leaving! They rush to catch it...

...but they miss it! However, a face pops up from one of the nearby tiles - it's the one who stole Ai's bag! (Unfortunately, he ate it already. 8p) He introduces himself as Fungo, and takes them underground to the base of the Comodin, an organization trying to bring order to the Inner World. They meet its leader, Knave, his second-in-command, Mireth (who gives Ai some new clothes), and its braniac inventor, Sid. Kaze's there, too.

Sid heals the chocobo from residual weirdness from flower pollen with Genevieve, his "all in one healer". However, the fun is cut short when Shroi Kumo pierces the base's cover. One big explosion later, Ai and Yu are unconscious, the Comodin are out of commission, Lisa has a flashback of the white beast in Tokyo 12 years ago, and Kaze is duking it out with Shroi Kumo, uncaring about the havoc he's causing. However, his Demon Gun refuses to fire, and Shroi Kumo destroys everything around him...

Sid prepares his river vessel, Catharine, to take Lisa, Ai, and Yu back to the subway. Mireth provides them with some instant food, but Pochepoke eats half of it in one gulp, prompting Ai to muffle it. 8p They take off, but are interrupted by Fungus, back to full size, riding a giant serpent named Viking. He gives chase...

They manage to get rid of him with the help of several secret James Bond-style gadgets and the chocobo's super kick... but not for long; a surprise attack damages Catherine. Sid goes nuts, breaks out a bunch of crazy machines, and hammers Fungus flat. 8p Lisa, Ai, and Yu run for the subway, leaving a heartbroken Sid behind. However, Fungus shows up again, only to be killed again by Kaze's Ixion summon. Sid is forced to leave Catherine behind in the explosion. The wanderers manage to catch the subway and escape.

Yu picks a name for his chocobo: Chobi. They land in a desert punctuated with pillars of fire. Unfortunately, one closes the subway entrance! They start walking, and Chobi leads them to an oasis. However, they're attacked by Herba and a bunch of plant spiders. Lisa uses her kigenjutsu to blow some away, letting Ai, Yu, and Chobi escape, but is herself trapped by Herba...

Ai tries to get Pochepoke to help, but only gets junk. Lisa has a flashback of her training with her mother and manages to destroy the tree she's tied to and escape. She then tries to use her kigenjutsu on the water, but fails to read it properly (the Elenium inside it reacts crazily) and sets it on fire! Herba runs away, but the four wanderers are thrust into a deep geyser, and Ai ends up unconscious. The plant spiders surround them again. Lisa tries to use CPR, but it isn't working. Kaze shows up, but the Demon Gun isn't firing, and he's eaten! Lisa manages to use nature's energy to save Ai, and Kaze summons Bismarck from inside the plant spider and wipes them all out, taking the oasis with them. However, an earthquake then erupts, leaving the four wanderers falling to an uncertain fate...

They land on sand which cushions their fall, and right near the subway, too! Kaze goes with them this time, though (dazed by a flashback caused by Yu taking his hand). They meet another person on the subway this time: Lou Lupus. They explore the subway, but it's then attacked by Omega, an extremely destructive creature...

Lou explains that Omega destroys everything, and that it was broken up but its parts seek to become whole again. She also says that her own world was destroyed by it. She then asks for a mirror (provided by Pochepoke), looks into it, and transforms into a wolf-like form. She jumps on top of the subway and uses an energy attack against Omega, but it fails and she is sucked into it. Kaze's Demon Gun decides that now's a good time, and he summons Ifrit, which dissipates Omega. Lou comes riding back to the subway on the tail car (swallowed by Omega earlier).

The wanderers end up in another desert, this one with pillars of sand (or rather, Soil!) instead of fire. Lou, having fallen for Kaze, tries to look for him. In the meantime, Pist, the fourth Deathlord, returns to Gaudium after completing his Ocean Puzzle. He demonstrates his plans for beating Kaze on Shroi Kumo, stopping him from using his mist attack by blasting the vial out of his hand with a water gun (although Shroi Kumo makes sure he knows that can only work once!). Lou finds Kaze in a sand drift, but their reunion is interrupted by Pist. Kaze begins dissolving his Demon Gun (despite the huge wind it brings), but Pist quickly uses a monster called Sand Sword to steal the Demon Gun and put it on his own hand!

Lou uses a dentist's mirror provided by Pochepoke to transform and distract Pist while everybody escapes down a hole in the sand. However, he quickly finds them with Crux's help. Too fast for everyone, he soon has them all trapped in pieces of the Sand Sword. Lou mentions Omega, which surprises him. However, Kaze goads him into using the Demon Gun. He tries to summon Bahamut(?), but the Demon Gun backfires and ends up back on Kaze's hand (only he can fire it). Pist returns to Gaudium and all the Deathlords begin the search for Omega...

The wanderers end up in a place with two huge assembly lines; workers on one end partly assemble an object, while on the other end it's disassembled. Lou tells the party that they do this to survive the chaos of the Inner World. Back in Gaudium, all four Deathlords are sent to find pieces of Omega. Oscar decides to go off on a tangent after hearing from Crux, though... the workers find themselves finally completing the object they're making... when it's done, they all collapse from existential uncertainty. The object then turns into a giant robot which chases them...

Oscar appears and has a bit of witty repartee with Kaze. Kaze uses his Demon Gun while Lou defends him from the robot's attacks. Odin destroys the robot. A tiny robot emerges from the wreckage, but is kicked to death by Chobi. 8-) Kaze disappears again, and Lou (still insanely in love with him) goes off to search for him.

The subway drops them off in what looks like a town, but all the houses are pure stone. Yu spies what looks like his parents (the backpacks are theirs) walking far off! They chase after them into a huge mansion, but can't find them. They end up in a room with a bunch of Dead Peppers (huge spicy peppers) hanging from the ceiling. Chobi loves 'em, so he grabs one, but goes nuts and runs around like crazy, hooking Ai by the pigtails while he does so and separating himself and her from the others. Yu runs after them, but gets lost. Lisa, however, hears the crying of a small boy, who calls himself Sagi, and they wander the mansion together, trying to find the exit...

A contraption made by Oscar puts everybody back together - with Herba and her pet flower, Hughug! She's apparently looking for Omega, without success. She also shows them Yu's "parents": cactus creatures wearing the backpacks, which she refuses to say where she got. The contraption opens yet again, but this time Kaze steps out! He wreaks havoc with Atomos (Herba runs away first, natch). The others are almost sucked in with the mansion, but Sagi's idea to feed Chobi another Dead Pepper (from Pochepoke) works, and they run away at Spicy Speed. 8p When they come to, Sagi is gone, but in the ground is a sagisou (egret orchid). Lisa suddenly remembers a sagisou she talked to as a child, but left behind when she moves to another country, and realizes that Sagi was that flower...

The party reaches a field, where they encounter a herd of chocobos being chased by a mushroom monster. With the help of Lisa and Chobi, the herd destroys the monster. They meet Chocoimo, Chocobaba's younger sister, but she can't help them (naturally). Isabel rings and the humans start to leave, but Chobi stays behind with the herd.

The subway is again attacked by a part of Omega (who even rips a piece of the dimensional tunnel out so they're traveling over land). Yu is separated from the others by a large gorge. In the meantime, the Chocobo herd comes across the ruins from the time of Ciel. Chobi touches them and is transformed into the Ciel chocobo. He flies to Yu and saves him from Omega. Kaze summons Titan to attack Omega, and the others escape on the subway.

The members of Gaudium begin collecting crystals of Omega (in their inert forms). Shroi Kumo collects a particularly large specimen, and in gratitude Earl Tyrant makes him the fifth Deathlord. Fungus, on the other hand, collects zip. Earl Tyrant gets angry and with Oscar's help begins a plan to get rid of Fungus to feed Chaos. Oscar shows Fungus the part of his world that was absorbed into the Inner World. By another incredible coincidence, the party (including Kaze) end up in the same place and are confronted by Fungus.

Fungus grows enormous due to the energy on his homeworld. Kaze attempts to beat him by first summoning Ixion, then Phoenix, but Fungus continues to regenerate each time. Lisa, Yu, and Ai circle around on Chobi/Ciel to see the outcome...

Lisa jumps off Chobi and tries to reach Kaze. Her kigenjutsu causes spores to fill the air. Fungus attacks with random rocket-mushrooms, and ends up capturing Chobi with Ai and Yu. Lisa tries to stop Kaze from attacking Fungus for fear of hitting the children, but Kaze refuses to listen. Fungus captures them both with another mushroom and throws them underground. Inside a spore-filled cave, Lisa tries talking to Kaze again, unsuccessfully. Shroi Kumo suddenly shows up and attacks Kaze, making a reference to the fact that Kaze can't fire the Demon Gun whenever he wants.

In the meantime, Fungus (back to normal size) has captured the children and Chobi. He explains to them that the Inner World will absorb all the Outer Worlds and chortles about their impending execution, but is interrupted by Shroi Kumo, who tells him Kaze is still alive and invites him to finish the job. Fungus grows again, with the capturees tied to his giant mace. Lisa and Kaze run out from underground to see Fungus threaten to crush the children. However, Crux picks this time to sow a destructive mold around the place (the same mold that destroyed the world the first time). Fungus begins to crumble with the rest of his world. The Demon Gun picks this time to allow Kaze to fire it, summoning Meteor Master to totally destroy Fungus and his world along with him. Chaos feeds off Fungus's destruction; Earl Tyrant is quite pleased.

Back on the subway, Yu tells Lisa his entire story; about his parents being swallowed up by the dark pillar in Sadogashima, their adventures, their best-selling book on Inner World flora and fauna, their return, and their subsequent disappearance back into the Inner World. In Gaudium, Earl Tyrant takes the now four Deathlords to visit the Room of Chaos, and again orders them to make Omega whole again, so that he can sit in the "seat of God".

The subway is again attacked by Omega, but this time he succeeds in destroying it. Fabra makes another appearance, and her oyster home (sprouting wings) guides their subway car out of the dimensional tunnel.

Warming themselves by a fire, the party is visited by none other than Fungo, who takes them to the Comodin's northern base. Ai gets another change of clothes from Mireth. Sid explains to them that the subway was powered by a piece of antimatter, which was actually a part of Omega, which is why he kept attacking the subway. He also shows them Silvia, the prototype airship to be used against Earl Tyrant. (Cue a remixed music video of Over the FANTASY involving all the summons Kaze has ever done, and Lisa Pacifist musing about why everyone has to fight.) The Comodin (with Lisa, Ai, and Yu aboard) launch Sid's submarine, Jane, across the Inner World ocean in search for "Flight Water" to power Silvia. Crux watches them leave.

Onboard the ship, Knave gives the Comodin a pep talk while Sid brags about Jane to the kids. They manage to sidestep his talks and run around having fun and watching the Comodin practice their blowing techniques (cue a music video with VIVID playing). After a rather messy meal, Mireth gives the kids their room (Yu, Ai, and...er, Chobi in one room, with Mireth and Lisa in another). A week later, Fungo has a strange premonition...

The submarine wanders into Pist's Ocean Puzzle, and he starts it up. The first attraction, a strange water monster, is easily destroyed by the Comodin's suck-blow missile. 8-) They then come across none other than Kaze, sinking in the ocean. Sid brings him into the submarine, and Kaze narrowly misses having CPR done on him by Knave. 8p Pist then appears and explains the Ocean Puzzle to his hapless victims: Each cube of the puzzle is a challenge; losing a challenge brings them closer to being swallowed by Chaos, whereas winning one (supposedly) brings them closer to the exit. The puzzle begins to turn, spewing them into the next challenge...

The crew awakens to find the sub on dry land, unable to move. The first challenge is in the form of a giant mermaid, Somosan. She demands that three people come out and answer three questions each; each right question brings them closer to the exit, and each wrong one brings them closer to Chaos. Knave, Mireth, and Lisa volunteer. Knave and then Mireth both end up getting every single question wrong, and are turned into puddles of guk. Now it's Lisa's turn...

Lisa answers the first two questions wrong, as well. She smiles at the mermaid, trying to buy time, but Somosan comments on the falsity of the smile. Lisa remembers her mother's deathbed, where she was always told to smile... Kaze (surprisingly) stands up and tells her that her smile is meaningless. This gives Lisa the real answer - that there was no answer to begin with; no matter what anyone said, it would always be wrong. Somosan disappears, but tries to take the submarine with her. Lisa uses her life energy to save the submarine, reacting with the water energy to create a sort of water creature. She gives herself up for lost, but Kaze saves her (apparently). She awakes inside the submarine, with Knave and Mireth back to their old selves.

The next challenge is a weird one: first Jane is dumped into an ocean of mud, slowly sinking to Chaos at the bottom. However, trusty Sid isn't around to help: he's been turned into a frog by the Frog Sage! A whole slew of nasty adventures ensues. Sid keeps thinking someone will recognize him (Fungo, Lisa, Chobi) but they just end up chasing him around or trying to eat him. Yu finally grabs a hold of him and wants to keep him as a pet (calling him "Keronta", with "kero" being Japanese for "ribbit") but Ai firmly takes Sid and flushes him down the toilet into the mud outside the sub!

He realizes that he can reach another piece of the Inner World by swimming through a dimensional break, and ends up with none other than Chocobaba and Chocoimo, who think he's a prince and try kissing him. 8p Though of course it doesn't work, it does give him the hint of what he does need to break the spell: a maiden's kiss. He rushes back to the sub and decides to try it out on Lisa, but she misunderstands the energy she detects from him, and thinks he's a trap from Earl Tyrant! She even warns everyone to stomp on him. 8p Kaze seems to kind of understand him, but doesn't really care.

Just when he's given up all hope, who should meet him but Mireth? Unfortunately she's no better than the rest: she puts him in a sandwich and gets ready to eat! Fortunately Sid jumps the boat and gives her a big smooch, breaking the spell. He rushes to the bridge, where he finds out that the engines were broken when the Comodin tried escaping by themselves. -_-, He goes nuts, ends up finding a hole in the distortion around the ship, and pilots it through! Phew.

Oscar uses his voodoo magic to awaken Madoushi, Shroi Kumo's brother. In the meantime, Jane lands on a cloudy surface; everybody gets out and has fun. However, a ruined city arises from the clouds, and Madoushi is on it. He breathes out a mist that paralyzes everyone besides Kaze, who summons Shiva. The summon fails to hurt Madoushi, but cracks his soul sword. Madoushi then traps Kaze in an energy cube. Shroi Kumo chooses this moment to arrive, full of confusion.

Madoushi challenges Shroi Kumo, telling him that he'd always been in his big brother's shadow, and that even after his death his passion lived on. They battle, and each summons a dragon. Madoushi's destroys Shroi Kumo's and attacks Shroi Kumo himself, but vanishes in mid-thrust; Madoushi's sword cracks completely, weakened by Kaze's summon. They physically attack each other, and Shroi Kumo destroys Madoushi's sword. Madoushi dissipates into dust, and both the mist and the energy cube disappear. Kaze prepares to attack Shroi Kumo, but the Gaudium deathlords realize that the battle may destroy the world, so Pist shifts Kaze and the sub into the next level before the fight can take place.

Ai and Yu have a bit of a fight in the hall, but are interrupted by a spectre that looks like Ai's face, which mocks her. A tussle breaks out, ending up in Ai being tossed off the submarine into the ocean! Unfortunately, the sky is below the ocean, so Ai is dumped into a strange land all by herself. She meets a strange green-skinned boy, but their meeting is interrupted by three creatures sent by Pist to search for Omega. The boy warns her not to touch him, but she ends up grabbing him anyway while fleeing the creatures. Safe in a cave, he tells her his name is Kuria and he's searching for his siblings - that is, other pieces of Omega!

He also tells her that the Flight Water from Telos (which his strange clothing is made of) protects his powers from destroying everything. Ai invites him to come with her, but they are again interrupted - this time by Kaze, who tries to attack Kuria but is rebuffed by Ai. The Omega catchers decide to try again this time. Ai is almost caught, but Kuria saves her... unfortunately, one of his gloves comes off as he does so, and the power of Omega is unleashed. Lisa and Yu manage to dive in on Chobi and save Ai, leaving Kuria behind.

Jane is dumped right into the sky... the sky right above Gaudium! It lands on one of the defense satellites. Knave tries to use the main cannon, but nothing can get through the defense. Chobi suddenly smells Dead Peppers and goes nuts. He transforms into Ciel and flies right into Gaudium, with Yu hanging on for dear life! Yu gets knocked off and wanders the halls, where he is met by none other than Earl Tyrant! And when the conversation turns to why Yu entered the Inner World to begin with, Earl Tyrant shows him a room wherein wait his parents...

However, as might be expected, it seems Earl Tyrant has brainwashed them in some way; they don't recognize Yu. Chobi picks this time to finish his Dead Pepper and rush Yu out of there. In the meantime, Sid has uplinked to the satellite he's on and uses it to blow the crap out of the other satellites. Kaze sees Shroi Kumo and begins attacking him (throwing off Lisa's protests). However, Shroi Kumo summons his dragon which destroys the satellite Jane is on (but not Jane...hmmm.) Jane escapes back into the portal.

Jane and crew find themselves stuck in an endless desert, being towed around by sand currents. Ai tries to get Pochepoke to spit out a chocolate bar for Yu, but instead he spits out a strange (and familiar) cactus creature! It runs off, and Yu, Ai, and Lisa do their best to catch it to no avail (it uses its needles to cause big pain to anyone who tries). They end up outside the submarine and in the desert, where he jumps in a hole which turns out to hold hundreds of other cactus creatures!

They turn out to be friendly (phew). Fungo arrives and apparently can understand them, and says they're called cactuars (sabotenders). He says that a "wandering ocean" attacked the desert, destroying their village and driving them underground. The Comodin offer to help (Sid provides three of his darlings, Marianne, Cordelia, and Kaoruko). Lisa finds out that the ocean consists of angry souls of the dead, attacking the living. However, none of the Comodin's efforts work; not even Kaze's Bismark summon can drain the water. Instead, all the Cactuars focus their life energy into a giant tornado which dries up the ocean. At first everyone thinks the Cactuars have all died out, but the newly released sun revives them.

The crew reaches a sunny place which reminds everyone of home. However, as Yu, Ai, and Fungo find out, all the adults quickly become overwhelmed by their memories and become quite insensible. They meet up with a strange creature named Moogle, who looks eerily similar to Kaze, and who tells them that they've been captured by the Nostal Sidestreet, a devious phenomenon that captures people in their memories and then devours them. He says that Yu and Ai haven't been caught yet because children have less memories. They rush towards a tower which is emitting the strange waves causing the phenomenon, to find Kaze there. Yu's hit by another wave and is "finished", as Fungo puts it, as well. Moogle apparently knows him and tries to strike up a conversation, but Kaze doesn't remember him. Kaze tries to use his Demon Gun, but another wave hits him and he, too, succumbs to his memories.

Yu, Ai, and Fungo quickly follow suit, leaving Moogle the last one standing. However, as he astutely points out, Kaze's memories aren't all that nice, and he snaps out of it, but not before he remembers who Moogle is. Moogle enhances the power of the Demon Gun and Kaze summons Ixion type Zero, who smashes the tower. Everyone awakes and rushes to the submarine; they quickly escape the ocean puzzle cube just before it shatters. Moogle comes along for the ride now.

Jane finally reaches the end of the sea and arrives near Telos! (Jane's stuck on the land, though.) They're met by Lou, flying with a cape made out of Flight Water. She takes her to Bolbol, a funny tailor who makes Flight Water clothes for exorbitant prices. He shows them the way to Telos, where Sid prepares his Lamone machines for harvesting the Flight Water. However, Crux tails them and their party's broken up by Pist!

Pist uses his newest toy, Blue Elenium (a compound made from Soil) to defy everyone's attacks. He destroys a bunch of Sid's Lamones; Sid predictably goes nuts and actually manages to pierce the Blue Elenium and smash Pist, but Pist (being made of water) just reforms. Lou and Kaze arrive; Kaze summons a powered-up Giga-Phoenix (thanks to Moogle), but the Blue Elenium infects it and causes it to go nuts. Lisa tries to use her kigenjuu (Leviathan) against it, but it has no effect. At the last minute, Shroi Kumo shows up and destroys it with his mist dragons. Kaze faces off against him...

The duel is broken up by the destruction of Telos! Shroi Kumo lets go with a nasty attack and blows Kaze and Moogle away (the Demon Gun is apparently broken, and Moogle's amazed it worked until now). Yu and Ai are rescued by Chobi, but somehow Yu falls off and is trapped behind while everyone else escapes to the submarine, which is swallowed back up by the ocean! In the meantime, Shroi Kumo "rescues" Kaze and returns him to the sub. Meanwhile, Pist's surprised to find out that Earl Tyrant is angry by his destruction of Telos; he wanted some of that Flight Water. He deduces that Shroi Kumo was the one who destroyed Telos...

Shroi Kumo finally tells everyone onboard the sub the truth: that Chaos is fed by emotions like anger, fear, and sadness; that the Demon Gun and all the battles they fought were meant to feed Chaos; and that this is the true identity of Earl Tyrant. Sid deduces that Shroi Kumo is investigating Earl Tyrant to find out why his world was destroyed, as well as attempting to stymie the tide of emotions feeding Chaos. However, all Shroi Kumo can tell them is that they're no match for Earl Tyrant, and to run as far away as they can. In the meantime, Yu has been taken by Crux, heading right for Gaudium...

Yu is taken back to Earl Tyrant and is forced to watch his parents again, serving Earl Tyrant by cooking up more emotions (he's not hungry any more... bad sign...) and not recognizing him. In the meantime, Lou and Lisa figure out that Soil is the life crystals of those who have died by Chaos's hands. While all this is happening, Pist's gathered enough energy to restart the Ocean Puzzle back from the beginning! However, he's interrupted by Shroi Kumo. He informs him that Gaudium's known about his plans for a while, and that all of Omega's crystals, including Kuria, have been sent to Earl Tyrant, with Flight Water to control them.

Shroi Kumo interrupts him and uses an empty bottle to capture him inside and turn him to mist, then goes ahead and "summons" him to destroy the Ocean Puzzle! This causes Omega's crystals to disappear from Earl Tyrant's room. By this time, Jane emerges from the Ocean Puzzle to see Gaudium appear! Its guard satellites attack, but Shroi Kumo saves the day and destroys them. However, he's interrupted by Earl Tyrant, who transforms into his true form, Chaos! Everyone on the sub loses their energy, and then the monster attacks...

Earl Tyrant has trapped Ai, Lisa, Kaze, and Shroi Kumo in a dank dungeon. Yu stands nearby, helpless. Oscar tells them he's sunk the Comodin into Chaos. Joe and Marie Hayakawa, still controlled, reveal a plan to merge Earl Tyrant with Kuria, who is revealed to be the heart of Omega. Earl Tyrant says that his original plan was to collect all of Omega's crystals and unleash Chaos to the Outer Worlds, but only Kuria is left. With a new invention made by the Hayakawas, Earl Tyrant instead plans to merge his powers with that of Kuria's. He starts by turning Kuria back into a crystal!

Shroi Kumo awakens and tries to use his sword to destroy the machine, but it's intercepted by Earl Tyrant and heads right back for him, piercing him straight through! Oscar has another trick up his sleeve: he's collected all of Kaze's Soil bullets and Shroi Kumo's Mist bottles and commands Crux to throw them into Chaos. She does so... surprisingly reluctantly. Ai tries to get Pochepoke to do something, but he's swallowed by Herba's pet Hug-hug flower!

Earl Tyrant and Oscar next reveal another shocker: Earl Tyrant plans to merge with Yu and Ai as well - they're not actually human! In fact, they're the "apex of evolution" of the Inner World! When the Hayakawas first entered the Inner World, they found the two babies (intentionally left there) and adopted them in place of their twins who died at birth. Isabel, Chobi's clock, was actually a tracking device used to track them through the Inner World. The battles along the way were designed to complete the maturation of their innate powers in order to eventually merge them with Earl Tyrant.

The experiment begins... but Lisa interrupts it by finally revealing her real reason for being in the Inner World - to find Joe and Marie and bring them back. She exhorts them not to kill the ones who risked their lives to find them... and the spell is broken. Herba's mind control mechanism falls out of Joe and Marie's ears. Lou and Moogle finally arrive by air and destroy the apparatus, freeing the children.

Herba sics Hug-Hug on them, but Pochepoke devours it from the inside! Lou then lets loose on Herba and smashes her to fall into Chaos. However, one of Earl Tyrant's tentacles appears and impales her. Her eyes close for good. Earl Tyrant reappears as Chaos and threatens everyone. However, somehow Ai and Yu repair the Demon Gun so it works again! But there's no bullets left...

Crux revisits Shroi Kumo, who's still barely alive... she's saved a single empty Mist bottle for him. He takes it and turns his soul into Mist! It enters Chaos and possesses it. Shroi Kumo urges Kaze to finally finish their duel. Kaze's bullets are provided by Lou and Moogle, who turn themselves into Soil to power it. Finally, Kaze turns himself into Soil as well, leaving Lisa to fire the gun, using her kigenjuu to help her. Kaze's Bahamut-creature emerges and the two summons attack each other, destroying themselves as well as Gaudium. Oscar lies on the ground, his mask cracked open, and his last word is "UNLIMITED!"...

During the ending credits, the Comodin arrive on Sylvia to find all the survivors, and the story ends.