Akaishi reveals Julio, Olteca, and Aguilera are test subjects used by Noah, a group of criminal scientists who seek to use Giff's cells to turn humans into demons, and that he has been using Fenix to transform its soldiers into demons. Meanwhile, Masumi tells the Igarashi family what Vail has done to them in the past. As Ikki and Vice resolve to face the threat in spite of their injuries, Aguilera and Julio work to save Fenix from Akaishi's plot.