As the Baddies continue working to restore Moo, they stumble upon the Final Gate's master program, which will enable them to perfect Moo's fusion of body and soul. To get it up and running, they need one crucial element - a Magic Stone. Receiving word from Moo, Durahan begins an all-out assault to capture Holly's Magic Stone, with Lilim and a Weed working together to find and defeat the Searchers—but each party has their own agenda. While the Weed wants to get the Stone for Moo's sake, Lilim wants to steal it for Durahan.
With an army of regenerating Gangsters at their command, the Baddies seem unstoppable, but in-fighting may ultimately save the Searchers. Genki and Holly switch clothes to confuse the Baddies, but while it works on the Weed, Lilim sees right through it, ambushing Tiger and retrieving the Magic Stone. With that taken care of, her next step is to kill Captain Weed and the Searchers with the Gangsters. However, the fatally wounded Weed destroys the lead Gangster, causing all of them to stop working.
The Searchers have been saved from certain death, but Lilim claims the Magic Stone for herself and delivers it to Durahan, giving him leverage over Moo. With this leverage, he plans to overthrow his master and rule the world...
This episode contains examples of:
- Body Double: Genki and Holly switch clothes in an effort to throw the villains off of Holly's trail and protect the Magic Stone. Unfortunately, Lilim sees through the ruse.
- Disguised in Drag: Genki wears Holly's clothes and vice versa.
- Downer Ending: The Searchers are nearly killed, and Lilim gets away with the Magic Stone.
- Face Death with Dignity: When his group is surrounded and about to be executed via a firing squad, Genki stares the enemy down instead of flinching.
- Imperfect Ritual: The Baddies finally discover the reason for Moo being vulnerable to light: It turns out that they didn't use the Final Gate's master program when Moo initially merged with his original body. In order to perfect Moo's body, they need to use Holly's Magic Stone in the process.
- Race Against the Clock: With the Magic Stone in the Baddies' possession and it only being a matter of time before Moo's body is perfected, time is now against the Searchers in their hunt for the Phoenix, with them now required to stick with the Stone's last known direction.
- "Take That!" Kiss: Lilim gives the stone a kiss in front of Holly after stealing it from her. Also as shes leaving she blows Genki a good bye kiss after she almost killed him.
- Villainous Rescue: After Lilim betrays Weed, he survives long enough to launch a final attack on the lead Gangster, destroying it and causing all of the others to stop working.
