The Noo captures Tadashi and Maji, the engineer for Arcadia, and forces them to fight a huge monster in hopes of luring Herlock to rescue them. While that part of the plan is successful, the spiritual battle leads to Herlock's victory and Noo's defeat! Unfortunately the victory is short lived, for the Noo possesses Key's unconscious body and begins using her to sabotage Arcadia. Tadashi, feeling guilty for putting Kei in this situation, tempts the Noo with his own body and engages the Noo in a spiritual battle to save Key and the Arcadia - will he have the willpower to defeat the Noo?!