Beyond The Grave awakens from his long sleep and defends his friends Dr. T and Mika from a hoard of mysterious white creatures called OrgMen who can manipulate their body to form weapons. We are introduced to The Organization(aka Millennion), who is the Mafia for this city, Billion. The head of this group is made up of five men shrouded in shadow, their leader, the ruthless Harry MacDowell(aka Bloody Harry), rules this city. Mika and T go into hiding with Grave while Mika tries comes to grips with her mother's recent death at the hands of Harry. After a blood transfusion, something necessary to keep Grave "alive", he wanders off into the slums trying to regain his shattered memories while Mika tails behind. As they arrive at a graveyard, Grave stares down at three graves, marked only by a meager gathering of pebbles. At this time, more Org monsters and Mafia agents attack, and even without his guns, Grave dispatches them easily, though an OrgMan steps from among their ranks and, after growing extremely muscular, fights it out with Grave. T rushes the truck down to the graveyard and delivers Grave his coffin from which he unloads a volley of bullets that decimate the OrgMan. We cut to Harry, who has just received a photo from the OrgMan's memory of the man who is protecting Mika. Harry recognizes this man as Brandon Heat, once his best friend, and Harry vows to kill Brandon as many times as it takes.

We are taken back into the past of Brandon in Harry, when they lived in the slums of Billion. The rest of their gang is Nathan, Jolice and Kenny, they steal and wage gang wars for their local crime boss, Descartes. Their most recent tiff being with Deed(who they soundly beat), a two-bit punk who is the younger brother of the legendary gangster Mad Dog Ladd. Maria, Brandon's blonde love interest who lives with her uncle, Jester. Kenny, now sporting a magnum revolver, gets a tip from the local informant, Scott, to steal a one-of-a-kind necklace, but Scott betrays Kenny to Milanda, the jewel dealer Kenny stole it from. Harry, Brandon and Nathan return the stolen necklace to Milanda, who spares their lives. They return to their hideout to find Jolice shot dead by Mad Dog Ladd, who is exacting revenge in order to uphold the family's honor. Jester is visited by mysterious men in black, who have a message for him from a man named Big Daddy.

The remaining members of the gang go into hiding, and Harry is betrayed by Scott. Ladd enters a mysterious research facility and kills all the doctors with the exception of a young Dr. Tokioka, the men in black from earlier appear at the lab after the two have already left. We find out Jester is not really Maria's uncle, but an ex-Millennion hitman who killed her parents and, in grief, adopted Maria. Jester tells Brandon to leave town, saying that Brandon will only make Maria miserable. Deed appears with the gun his brother gave him, but Jester pulls his own gun and scares Deed off. Jester is shot from the shadows by Ladd. Harry, Nathan and Kenny appear, Nathan, upon seeing Ladd, wrestles Kenny's gun from his pocket, only to find the gun is fake. Ladd shoots Nathan and then Kenny. One of the men in black appears, and Ladd recognizes him as Millennion's #1 sweeper, Bear Walken. Bear and Ladd shoot it out with Bear the victor, who claims revenge in the name of Big Daddy's best friend Jester. Maria waits at home wondering where her Uncle has gone while Harry and Brandon pay a visit to Deed, who is executed, much to Brandon's shock, by Harry.

Brandon, Maria and Harry wonder what to do with the rest of their shattered lives. Bear meets with a Millennion agent named Randy who tells Bear that he's going to meet with Maria. Harry and Brandon rough up Descartes and his men, and Descartes sends his crew after them. Maria is met by Big Daddy, who promises her a safe life at his mansion, he does not mention the fact that they are Mafia. BD and Maria go to visit Jester's grave, but Maria sees Brandon and Harry shooting it out with Descartes' guys there. BD sends Randy who scares off Descartes' guys. Harry asks to join Millennion and Randy tells Harry to put the squeeze on Descartes if he wants in. Brandon and Harry rob him blind after threats that the Mafia is working with them. Harry and Brandon depart with Randy and Maria with BD.

Harry and Brandon arrive at Millennion, a powerful crime syndicate with it's hands in almost in any dealing imaginable, from race-management to bank transactions. Meanwhile, Maria arrives at Big Daddy's mansion, and is shocked by it's size and beauty. Brandon begins to work with loans on the races, with two other guys, Widge and Gary as associates. Harry is apparently working in more business-like profession, handling money and the like. They eventually meet up again after four months apart and head to Harry's favorite bar. Here they meet a young Bob Poundmax and Balladbird Lee. Harry boasts about how they will one day own this city, Brandon is just happy to be with friends. Brandon eventually has to see Widge kill two punks who stole jewels from Millennion, Brandon is once again stunned, and stunned further by the fact that Widge lives with his aging mother to comfort and support her. Harry arrives at Brandon's place and gives him new assignments to help him rise in the ranks, he also gives Brandon the address of Maria's school nearby, Brandon approaches her at the episode's end.

Brandon and Maria have lunch and chat while Brandon realizes how much he enjoys his life, not even realizing that men in black are tailing him, and that upon returning to work he is given the order from high-up never to approach Maria or her school again. Men in black take Brandon to BD, who invites Brandon to fish with him. BD tells Brandon he can visit Maria at the mansion whenever he desires, and the show then cuts to Widge telling the story of BD, who apparently turned Billion from a rugged wasteland into a sprawling metropolis to protect his friends and loved ones. Later on, Brandon has a dream involving all his new and old friends looking at him and smiling, ending with a slightly younger Harry who pulls out a gun and fires, followed by images of all the people Brandon has seen die. The following night, a big party is being held with BD as a guest, a party Randy protests considering the Lightning gang's current unrest towards Millennion. While this discussion goes on, Bob's excellent information-gathering skills pull through as the listening devices he planted in the room are shown. Harry uses the gathered info to stage a brutal counterattack on the arriving Lightning members. One of the Lightning gets through before hand and pulls a gun at BD, Brandon pulls a gun on him and shoots him dead while also taking a hit himself.

As the name implies, it's five years later, Harry is more powerful and sly than ever, Brandon is a cold assassin, Lee runs politics, and Bob is THE information expert. The Volcano, another rival gang, hire the assassin "Madness" Bunji to take out all four, which they hope will begin a full-scale gang war that they'll end as the victors. Harry and Brandon will be inducted into BD's family soon, and Maria is still oblivious to the existence of the mafia all around her. When Bunji attempts to kill Harry, Harry is already there in waiting, eager to show him that the "justice" Bunji is fighting for can not be found within the Volcano, who are trying to kill Harry and company as revenge for the numerous lawsuits caused by Millennion's slow takeover of Billion. On this note, Harry takes Bunji to the Volcano's hideout, where Bunji claims Harry is dead. At this point, the Volcano turn their guns on Bunji, who plan to turn the assassin in to Millennion for a pay-off, Harry comes out of his "death" and a firefight ensues. Brandon arrives after a tip-off from Bob and Brandon and Bunji slaughter all the Volcano troops at the hideout. Bunji joins Millennion there after.

Harry and Brandon arrive at the family party and are inducted in. Bear meets up with an old friend, Cid Garalde. Bear has also brought his daughter, Sherry, who immediately falls for Harry, but remains very shy about it. Cid and Bear discuss the Syndicate's future until Bear finds out that one of his guests from Algeria was murdered on Bear's island. Harry begins looking into members of the family to find any traitors. It turns out Cid's son, Eddie, killed the Algerian to prove himself to his father. For the Syndicate, his action was treason, and the iron law of the Syndicate is NEVER betray. Cid's father helps his son to escape, now Cid must suffer the punishment for aiding his son. Bear cannot bring himself to do it, but Brandon arrives to finish the job.

The ruthless soldier/hitman, Blood War(Volcano), is released from prison after serving only eight years for taking 327 lives. He is returned his gold revolver and soon after his silver one, which was in the care of his best friend, Cannon Vulkan(Lightning). Cannon shows Brad the project he has spent seven years on: a way to raise the dead, thus making an invincible army from a resource in near limitless supply. Dr. Tokioka is working on this project, making it clear exactly what Ladd did with him earlier in the series. This technique not only raises the dead as a mindless and obedient husk, but also improves on the body's physical structure, making it stronger and more menacing by the addition of bone spikes and protrusions. Blood decides to have his section of Volcano expelled and merge it with Lightning, meanwhile, Brandon and Bear have formed two groups of assassins within Millennion, Bear's Overkills and Brandon's True Grave. Harry volunteers to take care of whatever Blood and Cannon are up to, only to find out Cannon has just killed his boss to become head of Lightning. Harry and Brandon confront the two, and even Blood is afraid of Brandon, however Blood's need to make the world into his own private battlefield Blood executes all 24 of his underlings by episode's end. Cannon and Lee also seem to have struck up some kind of deal, the logistics of which are unknown.

Dr. Tokioka works in a laboratory among the bodies of Blood's associates, following injections, their bodies begin to bulge and move in searing pain. Brandon and Bunji lie in wait for the Lightning's supposed ambush, only to see Blood standing on the sidewalk, upon flicking his cigarette into the air and declaring war, the city is rocked by explosives planted all over town. Following this incident, pale men in suits appear and assassinate Millennion executives, seeming completely impervious to bullets. Brandon and Bunji head into Lightning territory while Harry comes to grip with how the situation has gone so far out of hand. Blood corners and captures Brandon and Bunji, and asks Brandon to join him and hand over Big Daddy, Brandon agrees. Brandon starts buying up guns with powerful shells to tear the deadmen apart with, while Harry catches Lee leaking info on Millennion to Lightning. Brandon shows up with no BD, Brandon intends to end the fight here, where as Harry and Lee's fight, one of gun vs needles, has just begun.

Brandon begins unleashing round after round on the deadmen, when Blood reveals that the only way to kill them is to rip apart their entire body, on that note, Brandon pulls out his new D-point gun, the size of a pistol with the recoil and strength of a shotgun. Lee inserts numerous needles into Harry in a flash, but Harry reveals he's had snipers and hitmen all around them the whole time, he wanted to do this to prove how much he wants Lee to help him in his dream, even if it means ignoring Millennion's iron law. With the arrival of Bunji, Brandon tears the remaining deadmen apart, leaving only Blood. Lee and Harry pay a visit to Cannon, and though it seems the deadmen will beat them, Dr. Tokioka walks in and the deadmen all over begin to burn and distentegrate, as the formula has been expended. Blood and Cannon, both dying from numerous wounds, communicate with each other on a mental level. Blood then drinks a large dosage of Necro-Rise and shoots himself in the head, becoming a large demon-like creature. Before it can do any damage, however, Bear Walken's Overkill squad arrives and tears it apart with gunfire.

Maria, after not seeing Brandon for three years, begin to suspect and wonder many things about what's really going on in her life. Harry has effectively taken over 80% of the business in Billion, with Bob working intel, Lee in the underground deals, and Brandon as the symbol for a new Millennion. Harry is planning to marry Sherry, and Bear still has issues with their relationship, as he thinks Harry sees Sherry as only a means to an end, though Sherry loves him dearly. Bunji is on edge a lot recently, and ends up botching a simple assassination, to which Brandon harshly reprimands him, it is only Bunji's pride that is hurt. Big Daddy continues to lie to Maria, though she reveals she has known the truth for the last four years. Big Daddy then reveals Brandon no longer visits because he feels he doesn't deserve to see her happy, yet he continues to do everything to make her happy. Harry returns to Dr. Tokioka, who lives in the now abandoned facility where Necro-Rise was invented, and tells him to continue to research. Much to Harry's surprise, however, Dr. Tokioka had never ceased the research, he even has three prototypes waiting in the wings.

Randy's associates have discovered that 10 million yules of Harry's 17 mill income are going into some secret project. Harry has Lee kill Randy's associates under the guise that they betrayed. Rich's mother has passed away and in her honor, Brandon and Big Daddy attend the funeral, thus proving BD's ideal that the Syndicate is one. Bear, after being invited to dinner at Harry and Sherry's new home, decides to settle everything once and for all. Harry talks about how he intends to rise higher, and that he needs Sherry for that. Bear silences him and removes his shades, looking deep into Harry's eyes, and decides to leave Sherry in his care. BD tricks Brandon into visiting Maria, he is cold and short with her, and though it's clear he loves her, he doesn't want her brought into his life as an assassin. BD reveals that he is in love with Maria. Harry puts 10 million yules into Randy's account, this was money for a firearms smuggling deal Harry had going, Harry then as Bunji assassinate Randy, thus making it appear that Randy betrayed. Bear resigns himself to believing Harry is not responsible, because Sherry would fall with Harry.

Brandon remains loyal, Harry takes more and more of the pieces on the board for himself, Maria and BD are in love, and BD is set to name the next heir to Millennion. Everything seems to be going smoothly until the deciding meeting. Harry and BD stare each other down and then, as a complete shock to all present, BD names Arzac Tino(a character we don't know) as the new leader. Harry is the first to clap, followed by Bear... Later, when Harry returns to HQ and finds Bob listening device still plugged into the meeting hall, he hears a conversation between BD and Brandon, where Brandon convinces BD that Harry would never betray, but that Brandon would kill ANYONE who did, leaving Harry on the other end speechless. Three months later, while Harry and Brand are hanging out, Harry mentions to Brandon that Arzac has "mysteriously" gone into a coma and while the two are driving away, Brandon says they should stop by the cemetery to visit Kenny and the rest, but Harry seems to have forgotten who Kenny is at first. The two look upon the graves and reminisce, and as they pass the orphanage where they met Harry decides to buy it and rebuild it right. Harry and Brandon walk onto the elevator and head to the 25th floor. Harry asks Brandon to kill BD so that Harry can gain full power and Maria can belong to Brandon. Brandon punches him in the face and pulls out his Beretta, aiming it at Harry. In the end, however, Brandon can't bring himself to shoot his best friend, so Harry pulls out his own gun and shoots Brandon repeatedly in the chest, followed by a kill shot to his left eye.

Harry has set it up to appear as if Brandon was embezzling funds from Millennion, thus leading everyone to believe he is a traitor, some people are simply forcing themselves to believe it simply because it would make life easier. Big Daddy doesn't believe it, but Harry slowly became owner of 80% of Millennion, so BD can't do very much. BD confides in Bear and reveals that Maria is now pregnant with BD's child. There are a few people who may move against Harry, most prominently Bisco, but Harry finds out the secret location of Bisco's home, that not even BD knows the location of. This action intimidates Bisco, for he fears for the safety of his wife and daughter. Bunji, falling deeper into his anger and madness, slaughters a target and his family and renames the True Graves to the Kugashira-gumi. Gary, at Brandon's grave, accidentally let's slip that Brandon betrayed the Syndicate, while in Maria's presence. Harry, after quelling any real emotions for so long, sees a boy being thrown out of a restaurant he works at for breaking plates. Harry goes in and shoots the manager that threw him out and the boy cries in shock at seeing the man dead on the floor. Harry is confused at first, the he grows extremely angry declaring Brandon chose BD over him, and that that's why he shot him. Lee enters the room and declares that there has been an accident at the lab, it turns out the Necro-Rise prototypes have all awoken and gone wild. Dr. Tokioka, who has been keeping the body of Brandon Heat on hand for mysterious reasons, awakens Brandon and gives him prototype weaponry that tears through the prototypes.

Dr. Tokioka wonders whether he should have fulfilled Brandon's request to be brought back from the dead, he does this while clutching a mysterious letter in his hand, addressed to Big Daddy. Harry and company survey the damage at the lab, when suddenly one of Dr. Tokioka's lab techs, Ragnarok, appears, offering results that the show the Necro-Rise formula has greater effects on the dead, and offers to head up a new research, Harry agrees. Maria's butler, Tokioka, meets secretly at the park with is brother, Dr. Tokioka, and it has apparently been 15 years since last they saw each other. The butler gives his brother a care with money in the trunk, and the doctor says his last job is to get the guncase and letter to Big Daddy. The letter is from Brandon, in it he talks about how he knew everything that Harry was doing, yet he hoped that in the end, it would be good for Millennion, but that if Harry ever strayed from that path, that Brandon should be around to do something about it. BD goes to visit Brandon, the doctor is keeping him in a laboratory within a 16-wheeler. BD asks the doctor to let Brandon sleep forever, the doctor give BD the guncase, and that if he should ever need Brandon, that this case should be brought before him. BD decides to confront Harry, leaving Maria in the butler's care. BD pulls a gun on Harry but Bunji shoots the gun out of his hand. BD tells Harry that Brandon knew everything all along yet he continued to trust Harry. Harry snaps and kills Big Daddy.

Over a decade later... City officials, including the governor, are planning to put a stop to the Mafia when suddenly an OrgMan appears on the road in front of them, and kills all of them. Harry controls everything, but still wants more. Bunji is as on-edge as ever, he shoots people who work for him if they slack off even the slightest. OrgMan production is on the up(with Bear and Bob as overseers), but each OrgMan requires a base body of at least a specific athletic talent, and to create Superiors you need a body of the highest caliber(both physically and physiologically) for it to work right. Lee, due to emotional repression at the highest level, has gone inwardly insane, and now has people who don't measure up to the OrgMan status gathered in one room where he can use his new Superior powers to dice them up. Harry continues to visit and bring gifts to the orphanage he bought in episode 14, where the children there call him "Grandpa Harry", Sherry looks on at this and still sees only the good in Harry. This is followed by Harry learning that Maria has had a daughter, not wanting to bother with talk of "the rightful heir", he ordered his men to take care of it. Cut to a girl riding a bike on the country side, her name is Mika and she is the daughter of Maria, who Mika is know living with along with Tokioka(butler), and it has been 13 years since they left Billion. The Mafia rrive and Tokioka takes Mika from the home, as they flee, Mika sees her mother murdered on the front porch by Harry's men. Mika knows nothing about the Mafia, so Tokioka tells her about the past. Tokioka is killed by an OrgMan who jumps the care, and Mika flees with the case to see Tokioka's brother and to awaken Brandon Heat. Tokioka(doctor) finds Mika collapsed in the snow with the case, he powers up the 16-wheeler but is soon attacked by OrgMen, Mika's screams awaken Brandon.

This is a re-telling of episode 1, with some of the footage dropped to make way for flashbacks and a few new sequences, like an extended bridge fight scene involving Brandon's use of the Demolition Shot(from Gungrave PS2), Death Blow(a really big rocket from his coffin), to finish off the armored tank on the bridge. This episode also contains more elaboration on Brandon trying to come to grips with his shattered memories and a longer boardroom meeting.

The episode begins with a flashback of Bob lying near-death on a hospital table with Lee watching in. Ragnarok appears and muses that Bob's high cholesterol level from years of chicken consumption gave him a brain aneurysm and put him in this coma. Lee jumps Ragnarok at the apparent insult and Ragnarok reveals that Bob's life can be saved by turning him into a Superior, which is an extremely strong OrgMan with will power. However, the process is, at this point, untested, so Lee asks Ragnarok to perfect the formula on Lee to save Bob's life. Cut to present day, with Brandon(still fairly amnesiac) and Mika shopping within the city for food, Mika is slightly disguised by shades and a hat, and she playfully puts a hat on top of Grave to help them blend in. They sit down and Mika circles the letters S-C-O-T-T on a newspaper, as if by response, Scott appears, snags the paper and motions Mika to a bookstore. It is here Mika is filled up-to-date with what has been going on in Billion, Scott tells her all about Harry, Millennion, The Great Four, OrgMen, and, after some coaxing, Brandon. Meanwhile, Brandon overhears two Millennion agents discussing a meeting of Harry and The Great Four, but upon Mika's return, he doesn't say a word of it. Millennion finds out who Scott has been talking to and executes him. That night, Grave dons his outfit and heads to the mansion he heard about, and is met up by an OrgMen, and while fighting them Mika realizes that Brandon has gone missing. After defeating them, Grave enters the mansion only to find that its only occupants are Harry and The Big Four. Lee reveals he had Bob plant the lead so Brandon would hear it, but the Syndicate members soon realize that Brandon's memory is extremely fragmented, they leave Brandon to Bob and depart. As Bob transforms into his Superior state, Brandon regains his memory of Bob. As a titantic battle ensues with the gigantic Bob, Brandon begins to remember everyone else from his life, and starts fighting with a new fervor, taking down the monster with rapid-fire attacks he can't heal from. Eventually he beats Bob back down to his human form, and Bob begs for his life. Brandon leaves and suddenly Bob's eyes go red, and he launches an attack on Brandon, to which he easily counters and finishes Bob off.

The episode begins with Bear confronting Lee, who has gone insane with rage at the knowledge of Bob's death. Lee asks Bear that when they locate Grave, to leave him for Lee to finish off. Cut to Bunji, who has dug up Brandon's grave to convince himself of the truth, Bunji then fires on the cross adorned over it. Brandon, Mika and T are laying low while in the distance T watches Millennion agents gather around the perimeter. Harry ponders as to how a Necro-Rise could beat a Superior and realizes it was Brandon and Tokioka 13 years ago that stopped the rampaging prototypes. Brandon and Mika save a man who is being harassed by agents, and the bodies are later located and reported to Bunji, who tells all the units to pull out so he can take Grave out. Brandon takes Mika to visit Maria's old apartment, and Brandon reminiscences, however they are soon greeted outside by Bunji. Bunji blames Brandon for the current state of things, and Brandon gets Mika to flee. As they begin to square off, Bunji thinks the match unbalanced, and reveals a detonation device to linked to bombs all over the area, to which he detonates. Bunji then unveils yet another new trick, a rifle loaded with a chemical substance that paralyzes & deteriorates the Necro-Rise state. More of the bombs are set off, after which Bunji begins pumping one shot after another into Grave, asking him why he betrayed, but Brandon remains silent. As Bunji is about to execute Grave, Mika comes from the shadows with her revolver aimed at Bunji, saying Brandon would never betray. Bunji doesn't care, he wants to kill Brandon because he left the five of them and then turned around and attacked. Mika continues to plead for Brandon's life, Bunji gets frustrated and begins shooting around her, she continues to weep and scream, and Brandon slowly rises to his feet and begins to badly beat Bunji with his one working arm, but Mika soon pleads Brandon to stop. Later, as T is healing Brandon, he notes that this will drop Brandon's fighting capacity by 30%.

Word of Bunji's attempt on Brandon's "life" makes it all the way to Bear Walken, who wonders what exactly it is Brandon really wants. Also, Bunji has gone missing. Lee is growing ever-frustrated with the lack of progress in finding Brandon, and with Bob's death so to went most of the information Bob had on the goings-on of the area. Meanwhile, T and Brandon smuggle themselves and Mika into Billion. T departs for some unknown errand(s) leaving Brandon and Mika with Rich(who is now blind) and Gary, who reveal to Brandon and Mika that BD was murdered(Brandon being "dead" and Mika in isolation were unaware of this). T meets with a mysterious man in an alleyway, this man gives T all of the documents pertaining to OrgMen, Superiors, and their weaknesses. They are soon attacked by Millennion agents and the man dies defending T as he escapes. Brandon heads out for Millennion HQ, leaving Mika in Rich and Gary's care, and the scene cuts to Bunji getting drunk and thrown out of a bar. Upon arriving near Millennion, he is immediately attacked by OrgMen. When Lee hears of this, he realizes there must be more accomplices that T, so Lee goes out to find them. When Mika wakens, she intends to go out and help Brandon, however Rich consoles her with the story of why BD created the Syndicate. Upon finishing the tale, Lee slices a hole in the wall and gloats that the car Brandon drove was registered to Gary. Lee kills Gary and Rich with the blades infused through his body with Superior, he then kidnaps Mika. T finds Brandon only to learn that Mika has been captured and that Gary and Rich are dead. The episode closes with Bunji asking Ragnarok to make him a Superior.

T gives Brandon a blood transfusion to return his full strength while a message from Millennion plays in the background declaring that Brandon must meet at the subway to pick Mika up. Mika awakens inside Millennion HQ to the sight Lee and Harry, and she condemns them for their murders. The pair tell Mika she is simply bait for Grave, and Lee points out that upon Grave's arrival, he will kill Mika. Meanwhile, T works on mysterious new ammo for Brandon's guns. Harry and Bear discuss Lee, who has been sent with 150 OrgMen to kill Grave. Bear suggests that Harry slow down, as Millennion's backbone is crumbling and that the OrgMen can't solve all his problems, plus most members on the board don't support Harry's violent actions. Bear declares that if Lee is defeated, he will take on Grave, Harry remains extremely confident in Lee's abilities. While Mika waits in the subway, she asks Lee what her father was like. Lee admits he had a great deal of admiration for BD, it is simply that BD lacked any ambition that bothered Lee. Lee notes that since Harry is now the head of Millennion, its policies have changed with him. By this logic, Lee says that Brandon's actions couldn't have been seen as anything but betrayal, and Lee laughs at the idea that Grave still continues to fight for BD after death, and also at the idea that a former lover is fighting to protect another man's daughter. Mika grows angrier by the moment, but the rumbles from above indicate that Grave has arrived. T speeds to Brandon's locale to presumably deliver the ammunition he was working on earlier. Grave reaches the transit area where Lee and Mika wait, and after putting a blade to Mika's throat, Lee gets Brandon to dispose of his armaments. Lee then asks Grave if he killed Bob, Grave nods and Lee begins the fight. He first uses physical moves for entertainment purposes, then he pins Grave to a subway car using one of his blades so that Grave can watch while he cuts up Mika. Lee then transforms into his Superior state. Before Lee can attack, T activates the lighting system in the subway station, distracting Lee long enough so that Grave can remove the blade that holds him. As the subway car leaves with T and Mika as passengers, Grave fires at Lee to keep him away, only to find that his bullets do very little harm to Lee. Grave hops onto the subway car and shoots Lee off as it speeds away. As T hands Grave new Anti-Superior ammunition, Lee slices off part of the subway car and appears, causing T to dive to the floor with Mika, and Mika passes out. Lee continues his onslaught anew until T loads Grave's weapons with the new ammo and tosses it to Grave. Grave fires repeatedly into Lee, and the Superior begins to disintegrate, falling off of the subway car onto the tracks. Lee looks upon Millennion and mourns that his life had to end here, he then becomes dust in the wind. Grave returns to Mika's side only to find that T has been mortally-wounded by Lee. T asks Grave for one last favor, which ends up being a longer-term blood transfusion. T guesses that it will last Grave ten days at best, and as T ponders his long life of regret, he passes away, Mika finds him dead the next day as she awakens.

At episode's outset, Mika and Grave stand over the resting places of Jolice, Nathan and Kenny, now accompanied by the tombs of BD, Maria, Rich, Gary, and the Tokioka brothers. Grave begins to depart, and Mika turns to tell Grave that he doesn't have to fight anymore, that he can forget about revenge and just stay with her. However, Grave continues on. Harry, meanwhile, attends an emergency meeting called by the top Millennion execs, who are concerned that with the M/KIA of 3/4 of his closest subordinates, they're end is near too. Most of the execs lay their guns down on the table, both Harry and the rebelling execs claim to be taking their actions to protect the Syndicate. An OrgMen appears from a hidden door and slaughters all the execs who laid down their arms, Harry names Bisco as Lee's successor, and parts with Bear for dinner with Sherry. At said dinner, Bear admits that since he has never lived in anything but the Syndicate, that he doesn't see how he can leave, he also, quite seriously, pressures Harry about giving him a granddaughter. Bear soon receives a call on his cell and, much to Sherry's annoyance, departs. Bear appears outside Brandon's hideout, where the Overkills are already in wait, eager to take on orders. Bear dismisses the entire squad, telling them to go on and live their lives, and that Bear himself will take on the target as an individual, and not as a Syndicate member. The members decide to respect his wishes, as Bear's Overkills seem to be the only group within the Syndicate that weren't transformed into OrgMen, per Bear's request. Bear confronts Brandon on the roof, and asks him why he is continuing to protect this girl, as Brandon and BD's time has long passed. Brandon simply asks "Why?!" and takes a swing at Bear, which Bear quickly counters with his palm. Bear asks if Brandon thinks Bear betrayed, but Bear declares he has no regrets for any of his actions. Bear follows Harry's Millennion only for his daughter's sake, he will sacrifice anything for Sherry, so Bear asks of Brandon a challenge to be held at Bear's mansion, Bear departs and admits to Mika that Maria's death was truly a loss, but that Bear will still fight for the justice he believes in. As Brandon loads his weapons with Anti-Superior ammunition, Mika asks why Brandon is fighting Bear, as Mika feels he doesn't seem all that bad. Brandon says that it is because they are Millenion, and leaves it at that. Bear meditates in his dojo, thinking his actions just as foolish as his friend Cid. Cid died for the sake of his son, Eddie. Brandon arrives at Bear's dojo, Bear rises in his gi(martial arts outfit) and draws his katana. Bear suddenly leaps into the air at lightning speed and with one swipe destroys half of Brandon's coffin. Bear declares that to compete with Brandon, he became a Superior, Bear's right arm then "buffs up" and busts through his sleeve. Brandon fires repeatedly but Bear slices every bullet out of the air. Bear continues to slice every bullet in half, and the ensuing swipes of his sword destroy the dojo, taking the fight outside into the snow. Bear's right arm swells and explodes into an elaborate arc of spikes, and numerous hands of rock and bone appear around Bear, left arm clutching the katana with a floating right hand as support. The hands launch through the air at unimaginable speeds snaring Brandon and knocking one of his pistols from his hand. As Bear approaches for the kill, Brandon drops his remaining pistol from his right, snared hand to his left, equally-snared hand, and delivers numerous shots into Bear. With his last breath, Bear asks Brandon to finish him off, while Bear spends his last thinking only of his love for Sherry. A single shot rings in the night. We see Sherry weeping as Harry delivers the news, the Overkills remaining silent within a bar, and Mika, teary-eyed, at Grave's return.

We see Harry, walking through the now decimated remains of Ragnarok's laboratory, who stops to stare at the last standing pod where the OrgMen are grown. Flashbacks of the night previous occur, in that we see Grave running through the complex, shooting every OrgMan and piece of equipment in sight. Ragnarok watches on, horrified, realizing that, in the end, it was Tokioka who was the superior scientist. The city streets are now completely deserted, with the exception of Mika, who stands silent in the middle of a road. Bunji sits quietly on a set of steps overlooking the city, petting and talking to his cat. Harry is pacing within his home, stocking up on munitions while Sherry tries desperately to find out what all the commotion is about. Harry assures Sherry that nothing is wrong, and she looks into Harry's eyes and asks him to promise that he won't die before she does, leaving Sherry all alone in the world.

While Grave is lost in a trance staring at a group photo of the friends from his childhood, Harry is driving down the highway with the full realization that the other higher-ups in Millennion have seized Harry's bank accounts and are now trying to kill him. However, Harry remains comforted by Sherry's body in the passenger seat and the understanding that Harry, himself, has become Millennion. Grave traverses slowly down the street towards his old home in the slums, growing more tired and shattering more severely with each step. Harry, who has located one of the laboratories where OrgMen are created, activates his soldiers to take back Millennion. Meanwhile, Biscoe is examining the new anti-OrgMen bullets which the other Millennion members are distributing to form a mass-scale strike force against the bio-engineered creatures. Harry is seen attending a funeral for Sherry, at which Harry is the sole attendee.

Bunji’s cat wanders the streets, chasing his master’s ghost. Grave and Harry enter the clubhouse and sit down in their old booth across from each other. Harry reflects on how Brandon was brought back and if Brandon truly understood all of what Harry had really been doing the whole time: the murders, necrolyzation research, everything. Harry believes that Brandon hasn’t changed a bit in all these years and asks Brandon why he didn’t kill him back then. Brandon responds that he believed that Harry could become “Millennion.” Harry revels in what he believes to be true, but Brandon tells him that Millennion isn’t just about power and control. Brandon and Harry each see one another as the one who betrayed. Harry pulls out a bottle of bourbon from the year they were born and proposes a toast. Harry realizes that Big Daddy’s words were true, Big Daddy was the original, the whiskey, Harry was only a derivative, bourbon.