When we last left our heroes, the Sonozaki family was pretty much in shambles, with Ryubei having gone down with the ship, Shroud and Saeko MIA, and Wakana possibly out there. She has to be. Phillip's been hearing her so many times, calling to him, in his sleep, surely she's...
...not the family member still with him right now. Instead it's Mick, whom Shotaro found and brought back to the Narumi Detective Agency on his own (turns out that stupid cat-finding trick really worked, whodathunk?) Finally we get some genuine emotion out of Phillip, who's thankful that Shotaro even tried... but it's still not enough. Phillip really wants to go out there and find Wakana, despite the overwhelming lack of evidence that she got out... but Shotaro's up for it, regardless of anything. None of that "ride with the demon" crap anymore. Just one friend doing something for another.
It would be the first, and the last time.
Meanwhile, deep in the basement of the Charming Raven pharmaceutical facility, Jun Kazu has a lot of explaining to do. Foundation X, which has been using Charming Raven as one of a dozen fronts for its operations, is pulling its resources already, according to his superior, the enigmatic and definitely mixed-parentage Neon Ulsland. There's no reason for them to field Museum anymore, since it's barely running on fumes now, and that business with Fuuto Tower means they had to pull their funding from that NEVER thing as well. Instead, there's a promising new venture that warrants their attention, something involving silver and gold-edged medals... But Kazu insists that there's still a shot at restarting the Museum's big project, the Gaia Impact, thanks to his personal immunity idol - Sonozaki Wakana, now comatose and lying deep in Charming Raven, supposedly with the Claydoll Memory stuck in her, along with the Gaia Progressor and everything they need to get the job done. Unfortunately Ulsland is on a tight schedule, and leaves Kazu on his own to attend to some other matter.
Shotaro gets to his own case immediately, and there's really only one lead they have now - Sonozaki Saeko, who'd just been spotted taking up motorcyle racing on the Twin Ring Motegi circuit, currently within Fuuto city limits. Thanks, Watcherman! You're still paying for your part of the fancy spa treatment, though.
It seems oddly random at first, but she's not there without reason - Saeko's not only lost the father she's been trying to win over, but the sister she'd been trying to win him over from, and rounding those super-long laps on her own machine gives her somewhere else to direct her thoughts. It's no long-term solution by a long shot, not when Shotaro and Ryu, with the Machine Hardboilder and that red Ducati, catch up to her without breaking a sweat. There's not much left for Saeko to do but lament her fate, at least till Phillip pleads with her to find Wakana.
Turns out they'd counted their chickens too early, as Saeko has no clue about that either. There's no time to dwell on that though, as Jun Kazu manages to track her down here as well, apparently without a machine of his own. Finally our heroes meet The Man Behind the Man (well, one of its dozens of faces anyhow), and he calmly explains that he not only has Wakana in his custody, but he'll be leaving with Saeko as well, now that she's suddenly got a purpose again - whether she wanted it or not. Apparently Kazu's been skimming off the top of Museum, as he breaks out his own Dopant Driver and the command-level Utopia Memory, and drops it to allow it to jack in automatically...
...as our heroes are blown back by the sheer force of Jun Kazu turning into the Utopia Dopant.
It's Rider time again - or at least partially, as Ryu goes into Accel immediately, and Shotaro is about to belt up as well until Phillip stops him, saying that they have to save it till Wakana is back in their hands... because the transformation into Double and the resulting Gaia connection will cause Phillip to disintegrate completely. Turns out Ryubei was right all along - the process was already in motion the moment Phillip entered the Gaia valve the second time, and there is nothing they can do as Utopia Dopant displays an insane level of power, and literally wipes the floor with Accel. Except that Saeko makes sure to tell Phillip that Ryubei would turn in his grave if he knew this was happening - just as Utopia takes her and leaves.
We cut immediately to the basement of Charming Raven, where Kazu explains everything to Ulsland just as promised - Saeko is now the sucessor of Museum by default, allowing it to continue its existence for now, so they can complete the Gaia Impact. Yes, the process that supposedly weeds out those compatible with Gaia Memories while destroying everyone else, except now that they have a Foundation X satellite on hand, they could send all the resulting Gaia data streaming into it, to pull it off on a global scale. Ulsland agrees to let him proceed - and this is the first time we actually see him smile, as he proves his undying loyalty to Saeko by giving her a replacement Taboo Memory he'd been holding on to.
Our heroes are used to crawling home with their tails between their legs by now, but Phillip gets down to business immediately, running a Gaia Library search with the few clues he still has. Turns out Foundation X has over two dozen fronts within city limits, and there's nothing they can do to narrow that number down - until Phillip remember's Saeko's rather specific words. "Ryubei would turn in his grave" - except that's not how they dealt with his remains at all. Sure enough, adding 'grave' to the search terms gets them what they were after.
Charming Raven. Turns out the Gaia Library can search parts of words now, whodathunk?
There's just one more matter to attend to - the whole business about Phillip being gone for good, what was it about the process put into motion again? Right, the partially done Gaia Impact, where Phillip being tossed into the Gaia geyser a second time almost completed the process that began when he fell in the first time - his assimilation into Gaia itself. And thanks to Double and its direct connection to Gaia, turning to Double would be the final nail in the coffin, as the process would be completed.
And Phillip would be gone for good, of course.
Ryu's had some experience with finding peace recently, while Akiko can only look on forlornly, but Shotaro screams defiance and storms off on his own. It's Shotaro's turn to go to that corner in the forest and call for Shroud to reveal herself, and this time Shroud is more accomodating than usual - because she already knows everything. There's nothing that can be done for Phillip, which Shotaro won't stand for as it was the last thing Narumi Soukichi left in Shotaro's hands, apart from that Cool Hat. Which is when Shroud reveals that Narumi Soukichi had been acting on her request at that time, fielding him as Kamen Rider Skull, the belt, the bike, the whole shebang. And she's found her peace as well, not just with her business against Ryubei, but with getting Phillip back, even if he'll be gone for good. Because he'd spent enough time as a human, that the time from the first fall into the Gaia geyser till now hadn't been wasted on finding a solution instead. In a way, he's led a full life, even if it's a more atypical kind.
Of course, Shotaro's not pacified at all by this answer, and it's all Shroud leaves him before pulling another Stealth Hi/Bye right under his nose. There's nothing to do now except head back to the Narumi detective agency - whereupon Shotaro gets a shock, as all the Fuuto Irregulars, Jinno and Makura are here, and the place is all decorated for a party. A big goodbye party to Phillip, who's about to go overseas for his studies. As Shotaro drags Akiko aside, she tells him that it's not just a cover story - it's to make sure Phillip's led as full a life as possible by giving him more happy memories. And they're not doing things halfway either, as Phillip gives a speech and hands out presents to everyone, including a mug for Ryu and a particularly bulky one for Shotaro.
No time to open it though - by the break of dawn, it's back to business right away, with Shotaro, Phillip, Ryu and even Akiko tagging along as they ride up to Charming Raven and enter the belly of a whole new beast. Interestingly, Foundation X doesn't seem to have any proper Mooks, relying instead on Masquerade Dopants that our heroes tear right through on their way down. Ryu opts to hold the line, and goes into Accel as Shotaro and Phillip reach their goal...
Wakana, still in a coma on that bed. Jun Kazu placed a probe on her, calculating how close she is to triggering Gaia Imact, but for now he hasn't figured out how to get the process going. Everything should be in place, especially with Phillip here in person. Nothing left but to get to it, as Kazu turns into Utopia Dopant again, sending our heroes airborne again before taking Wakana and attempting to flee the scene - but Ryu as Accel is still available to get in his way. Except he's not doing any better than before against Utopia, even going Accel Trial and still failing to land a hit. And that's not even the worst part. No, the worst part is Shotaro refusing to belt up and jack in as Double.
And we learn a little more about Utopia: his power relies on sapping his opponents' will to live as a power source, and sometimes using it against them, which he displays by setting Accel on fire and frying Ryu inside his suit. Which leads up to Shotaro trying to attack Utopia Dopant as himself, which only earns him the beatdown of his life as Phillip pleads with him to transform already.
Which actually has an effect, as the probe on Wakana reports a reaction. Yes, there was a connection remaining between Phillip and Wakana thanks to the whole Gaia business, and causing Phillip grief was somehow triggering something in Wakana as well. Maybe even wake her up. So Kazu reasons that killing off Shotaro is the key to making it happen.
Or at least he could have, if not for a sudden flurry of burning plasma balls in his face, actually making him revert to Kazu.
Yes, Saeko as Taboo Dopant had just pulled a Big Damn Villains, or something like it, as she holds the line for Phillip to take Wakana and run. Not because she wants them out of the picture or anything, just that she's been getting a bit sick of Kazu's hollow love confessions by now. Yeah, it's like that. Problem is, Kazu has no trouble getting back on his feet even as his body remains on fire. Turns out Kazu took the NEVER case well before this, turning himself into a reanimated soldier - which would explain the lack of emotion. And there's nothing stopping him from overpowering Saeko and taking her hostage as well, all while beating our heroes into a retreat.
With Ryu now hospitalised, our remaining heroes stop for a rest before heading home, at a beach, all while Phillip takes Shotaro's utter failure and rubs it in his face. Akiko makes a move first, leaving Shotaro and Phillip to thrash it out.
Yes, Phillip had no problems with disintegrating as Double, if they were able to save Wakana. Yes, Shotaro held back on jacking in because he didn't want Phillip to go. Yes, they both knew all that already. Yet, Phillip decided that he didn't want to go either if it left such a massive scar, all because Shotaro was... half-boiled. Just like Isamu Bitou once said. There's only one way about it - Shotaro had to get tougher, twice as much now that Phillip's out of the picture, because Fuuto still needs Kamen Rider Double, regardless of who was in the suit. Even if Shotaro didn't think he was ready.
It was precisely this moment that Shotaro's Stag Phone decided to go off. Seeing Jinno's number on the caller ID, Shotaro picks up - and hears Jun Kazu's voice instead. Apparently the probe reading from Wakana wasn't up to 100% yet, so Kazu decided to take matters into his own hands - by displaying a new ability, projecting his own visions over the phone line and right into Phillip's head.
Screams of fear filled his head, as Queen, Elizabeth, Santa-chan, then Watcherman, even Jinno and Makura were all attacked and turned into faceless, lifeless husks. Which explained why Kazu managed to get Jinno's handphone. It's a very specific kind of rampage, as Kazu points out a spinning seagull on the roof before claiming his next victim... Akiko, in her own detective agency.
It's too late by the time our remaining heroes get there, as Phillip can only cradle the lifeless Akiko in his arms and scream in anguish, blaming himself for all this. No, that's not entirely true - it was also Shotaro's fault. Whether it was his inaction that led to it or Phillip being the real target didn't factor into it at all. And we know what seeing someone cry does to Shotaro, as he takes Narumi Soukichi's Cool Hat and prepares to roll out.
Wakana hasn't been completely inactive either - she's been having visions of Ryubei leading her into Gaia, and Phillip about to lose her for that very reason, which causes her to awake at long last. Right next to Saeko, who explains to her about Jun Kazu's new plan, which will involve Wakana being dissipated into data and spread worldwide via sattelite rather than uniting with the Earth like she expected. Enter Jun Kazu, who confesses that all he had done was out of his love for Saeko, even if his face didn't show it. Of course, Saeko realised too late that winning over her father would mean nothing if it was really Jun Kazu's work behind it, and turns on him immediately, giving Wakana another chance to run for it. Unfortunately, Taboo still doesn't stand a chance, and Utopia kills her for the effort.
By the time Shotaro gets there, he can only tell Saeko in spirit that he'll complete the fight for her, as Jun Kazu takes advantage of Wakana's rising Gaia assimilation numbers, thanks to Saeko biting it as well, to get the process going. But this time Shotaro crashes the scene, forcing Utopia to take action, throwing one attack after another as Shotaro dodges, dives, dips, ducks and... dodges every blow from him. It's too late for Utopia when he realises Shotaro just went to Plan B: have the Memory Gadgets spot for each other, disrupt the machinery and coordinate the perfect distraction as he grabs Wakana and runs.
The result? Far better than he expected, as Charming Raven burns and crumbles to the ground, and the Xtreme Memory appears on the scene to teleport Phillip to Shotaro's side, just so they can soak in the carnage together. But most importantly, Phillip isn't crying anymore, even taking a crack at Shotaro's messed up state. Never mind that Utopia Dopant's reduced to crawling out of the rubble and declaring This Cannot Be! - Shotaro simply declares that he will level as many Foundation X fronts as he wants, because that's what the Kamen Rider is here for.
It's Rider time for the last time, as Shotaro and Phillip jack in, with the Xtreme Memory already available, going into CycloneJokerXtreme immediately. Finally, they get to lay the hurt on Utopia Dopant instead, as Utopia's supposed Game-Breaker ability fails on him. Because Double's will and hope prove Too Spicy for Yog-Sothoth, reducing Utopia to a Squishy Wizard. Indeed, Double has grown so strong that they can not only pull a twin Maximum Drive, which proved near fatal before, but a TRIPLE MAXIMUM DRIVE, by opening and closing the Xtreme Memory like usual, AND adding the Prism Memory into the usual slot in the side, creating the Double Prism Xtreme to tear the Utopia Dopant a big one. There's nothing else Jun Kazu can do now, except drop the Utopia Memory for the final time, as it breaks on the ground, and fade from existence.
And Neon Ulsland, watching all this from the shadows, cuts her losses by pulling Foundation X's backing, and leaves.
It's finally time to end this, especially since disengaging Double will cause Phillip to fade from existence as well. Yet Shotaro insists that he's strong enough to remove the Xtreme Memory by his own hand, despite crying like he's never cried before behind the mask of CycloneJokerXtreme. But Phillip's finally found his peace, only making Shotaro promise never to tell any of this to Wakana...
...as he Disappears into Light.
It's a little unclear what will become of Double now - Shotaro still has the Double Driver, with the Joker Memory and presumably Metal and Trigger around someplace, but no sign of the other three. All he can do is get an ambulance to pick up Wakana, and see if medical science can undo the damage that the Earth itself had caused. Ryu's only just well enough to check in on the Narumi Detective Agency (it's unclear if it was he who made that coffee they're all having, though), and Akiko and presumably all the other victims of Utopia are okay now. It's just a little odd that Mick chose to stay around and become their official Team Pet, now that Phillip's gone...
...or is he?
Shotaro finally opens that rather bulky present Phillip left for him—it's the Lost Driver inside, along with that large blank book Phillip always carried for this Gaia Library searches. Except that's not really true, as Phillip took the minor risk of messing up his Gaia Library searches by physically writing something in it.
- Please take care of my beloved city
from your partner
And Shotaro promises do to just that, as the next thing to touch those pages are his tears.
- Call-Back: to Y's Tragedy, in the form of Shotaro finding Mick with that silly cat-finding trick.
- Death by Irony: Saeko dies saving the sister she always hated.
- Dies Wide Open: Saeko, after the Utopia Dopant finishes her off. Shotaro makes sure to fix that before he goes on his way.
- Let's Get Dangerous!: Shotaro gets so fed up with Jun Kazu using the Utopia Memory to hurt his friends and allies, and making Philip cry, that he decides that if he and Philip can't fuse into Double to fight him, then he'll just go fight the Utopia Dophant by himself, with nothing but his wits, the Memory Gadgets, and Sokichi's Hat. The end result is Jun Kazu's hideout blowing up and the Utopia Dophant all butcrawling out of the wreckage, sporting more damage than any of his previous appearances put together.
- Obi-Wan Moment: Granted, none of the allies actually die from having their faces snatched, but Akiko's the only one of Utopia's victims to not scream in terror; she simply steps back, clearly scared but not about to give him the satisfaction of letting him see it. Compare this to Jinno and Makura, two police officers who were clearly terrified of this monster.
- The Man Behind the Man: Neon Ulsland of Foundation X.
- Manly Tears: Shotaro, at the end of the episode.
- Team Pet: Mick, with an unintended HeelFace Turn.
- Villainous Breakdown: Jun Kazu gets one after Shotaro's attack goes better than anticipated.