As the episode opens, a woman, or so it appears, is typing at a keyboard. Behind her, Brian J. Mason is listening intently as she informs him about the progress of a type BU-12B Cyberdroid is making in the city. It has been instructed to attack the occupants of the city to force them to sell their land cheaply so that GENOM can buy it without any great expense. It has been deployed to attack someone else, too: Sylia Stingray.

The BU-12B is giving the AD. Police an incredible fight. The police are being wiped out left and right, blown to pieces along with their heavy equipment. To make up for the lack of man power, they send in the K-11 Armored Troopers. They are armed with machine guns that they fire at the Boomer after they are dropped from a circling chopper. The Boomer relliates by spraying them with fire as it crashes through the buildings, including the Silky Doll, where Sylia and Mackie watch in horror.

At Hot Legs, Linna is getting Priss so that they can go out and help Sylia. Priss' boss tells her that she'll never work there again, which does not seem to bother Priss at all. Linna informs her that the Boomer is running amuck near Sylia's place. Priss is angry and says that the Boomer must have a lot of nerve to be messing around so close to the leader of the Knight Sabers. She races off to go check out the situation but Linna is stuck behind at Hot Legs. It seems her car won't start.

Priss makes her way toward the site but traffic is slowed down due to the attacking Boomer. Nene Romanova is on traffic duty and is very annoyed with that. She yells at the drivers and curses the Boomer. When Priss calls out to her to let her through, Nene is first peeved. She sees that it's Priss who is calling to her and lets Priss go through. Priss thanks Nene and continues on. A male Tokyo Highway Patrol officers stops his bike and yells at Nene for letting Priss go through when she was going fifty kilometers per hour over the speed limit. Nene apologizes, saying that it just hasn't been her day.

The city is in a panic as the Boomer races through town. The K-11s are in pursuit, along with AD. Police officer Leon McNichol, driving his AD.P. car. Leon sees Priss driving in his direction. She is dodging fire from the Boomer. Leon waves her over and gets her away from the Boomer. The K-11s corner it and fire. The Boomer gets off another good shot and blows up one of the AD. Police's trucks before it is knocked backward by fire from the AD.P. One of the officers charges it but the Boomer impales him on part of its gun and blasts him in the face, killing him. The resulting explosion destroys the Boomer, too. The AD. Police gathery around to survey the damage.

Off to the side, Leon and Priss are discussing what took place. The THP officer appears and tells Priss that she was going fifty kilometers over the speed limit. Priss looks to Leon for help, but he tells her that "the law's the law," irritating Priss in the process.

At the Silky Doll the four Knight Sabers are cleaning up the mess from the Boomer rampage. Priss is mad because her liscense has been suspended. Nene is angry with Priss because Priss got her in hot water with the THP. Linna complains that her car won't start and that her luck is the worst of all. All the while they neglect to note that Sylia's entire shop is damaged so badly that it looks like it was hardly there in the first place.

Priss says that she is sure Mason is behind the attacks and that they should go after him. Sylia refuses, stating that the situation is best left to the AD. Police. Linna and Nene want Priss to stop griping and help them clean up the shop but Priss says she doesn't like doing any cleaning, which bothers the other two. Mackie appears from the back and tells Priss that he has something to show her. It's a modified Motoroid, created anew for her because she lost her old one when she entered Frederick some time back. Priss is amazed at the powerful vehicle.

After she leaves the Silky Doll, Priss is riding downtown toward her apartment when she sees Sho, a young boy she knows from the area. She stops to talk to him. His mother has not arrived to walk him home, so Priss gives the hungry boy a hamburger. His mother arrives them and calls out to Sho. He asks what they're having for dinner and she tells him that they get hamburger steaks. He shows her the one from Priss and suggests curry rice instead. Priss and Sho's mother acknowledge one another just before Sho and his mother leave for home as Priss smiles at them.

At her apartment above the Silky Doll, Sylia emerges from a shower and turns on the news. The first story is that due to the recent Boomer attacks, citizens of MegaTokyo are in an uproar and want more protection that can't be offered. Because of this, they are willing to sell their land cheaply. The Boomers that are committing the attacks, the BU-12Bs, are highly illegal in the area, which makes this even more disturbing.

Later Priss and Linna are at Linna's apartment. After dinner Priss is washing the dishes because Linna tells her that if she feeds Priss, she expects something in return. She asks Priss for some soda and Priss tosses her the can, making it fizz. Linna is slightly annoyed by this show of intolerance and reminds Priss that she has been housing and feeding her because Priss keeps missing work. Priss then brings up the subject of Mason and asks why Sylia won't let them take him on. Linna says that that would go against article two of the eleven regulations of the Knight Sabers (do not act on a personal grudge). Sylia cannot do anything without going against the regulations she herself set up.

The next morning the GENOM executives are at a meeting. Chairman Quincy is discussing the events with them and reminding them of GENOM's need to grow. After the meeting, Mason appears in Quincy's office and tells him that the inhabitants of district three are ready to sell their land due to the terrorizing Boomers. Quincy is glad, but says they also need district twelve for the development of a factory center. Because of all the possible problems with heading prematurely into section twelve, they decide to buy out section three first. Quincy tells Mason that another failure such as the past two would be most unfortunate and unwelcome.

In district three, Sho, his mother, and Priss are celebrating Sho's tenth birthday. They are having Sho's mother own's pizza. Sho begins to tell Priss that the pizza is really great but his mother stops him, saying that it's rude to talk with a full mouth during dinner. Priss says that it isn't dinner; it's a party. Sho leaves to play the game Priss bought him while she and Sho's mother talk together. Sho's mother thanks Priss for watching Sho when she isn't around to do it herself. Priss jokes that kids his age seem to like her, sticking out her tongue as she says this. Sho's mother relates that during the earthquake of 2025, Sho's mother was killed and only Sho and herself were left. She got a job and was saving up to move into the country where she felt Sho would have a better life. As Priss walks home later that night, she repeats to herself Sho's mother's dream, a wistful expression on her face.

At GENOM, Mason is busy with his computers. He is loading his thoughts into the computer in order to save them there, though why he is doing this goes unexplained. Images flash on the screen, including pictures of a map of MegaTokyo, the SuperBoomer, Cynthia, and Sylia Stingray. He says Sylia's name aloud.

In her apartment, Sylia is reviewing similar imagery. The plans for the Motoroids, images of her father's assassination, and pictures of other scenes, including the desctruction of the SuperBoomer, appear before her eyes. All are her own memories that she is communicating to the computer. While Sylia is in the computer room, Mackie bursts into her bedroom, saying that he has finished doing sales updates. When he sees Sylia is not present, he whines to himself that he was hoping to catch her in her underwear.

Soon afterward, in the early morning, Priss is walking to the apartments where Sho and his mother live. She is startled to see how many people are in a crowd outside. Through the crowd she sees Mason with his bodyguard, Funk, a BU-55C. Priss races forward and gets down beside a young man who is leaning over a still body on the ground. She asks what is happening and Mason tells her that the entire third district is being evicted. Priss is enraged and throws a punch at Mason when Funk shoves the body with his foot. Funk catches Priss' hand. She hits him in the face but with no affect. Picking up a pipe, Priss swings it at Funk. He catches it and wraps it around Priss' neck, picking her up and proceeding to strangle her.

Leon McNichol arrives in his usual timely manner and stops Funk, who drops Priss to the ground. Leon kneels to see if Priss is okay and asks if she wants him to come over later. Priss responds that the entire area is being evicted. Leon replies that the entire process is entire legal. Because the land was owned by the government, they could see it to whomoever they wished. The buyers just so happened to be GENOM.

The demolition crew beings their work. Sho cries out that their house is being destroyed and moves to go in and retrieve his things. His mother stops him and darts into the apartment complex while the demolition is occurring. Sho wants to go after her, but Priss holds him back. She tells the man working the equipment that a woman is inside. He stops the demolition and goes in to find Sho's mother. She has been crushed by rubble from the building, clutching a fit full of money. Priss thinks back to her dream. Later as she and Sho view the remnants of the apartment, Priss knows that there is only one thing to do.

Priss arrives at the Silky Doll and pulls on her Hardsuit, stating that she will avenge the death of Sho's mother. Sylia stops her and says that she can't go out alone. Priss is surprised to see Sylia there, along with Nene and Linna. The other two remind Priss of the exact regulations she is breaking. Priss asks what they're all dressed up for, and Sylia says that heard earlier that Sho's mother was killed during the demolition. She's ready to go out and take on Mason, once and for all.

Sylia reminds Priss that this is all to preserve the Knight Sabers' organization, and not entirely for Priss' sake. She smiles as she says this.

Priss and Linna, with their new Motoroids, leave the Silky Doll wagon on the way to the GENOM Tower. Sylia and Nene fly up on their own to challenge Mason directly. When Priss and Linna arrive at their destination, two BU-12Bs are there to meet them. They come out firing. Priss dodges the fire while Linna leaps from her Motoroid. It transforms below her and she lands safely in its arms, firing at the Boomer.

Back at the AD. Police HQ, reports of a fire fight atop GENOM Tower are starting to pour in. According to the reports, the attackers are wearing armored suits. Leon recognizes them are the Knight Sabers but is not ready to race out and fight just yet.

At the Tower, Linna is fighting long range from behind her Motoroid, who is also firing its gun, working as a single being while Linna operates it from her helmet. The Boomer chasing Priss fires a round that blows up an AD.P. chopper. When Leon hears this report, he commands his unit to move out. Meanwhile, Priss fires a missile at the Boomer. When it is lame for a moment she rides her bike directly over it and transforms into Motoslave form, piloting the Motoslave from inside. She races forward to fight with the Boomer.

Sylia and Nene land at the very summit of GENOM where Mason greets them with the cryptic words that it will soon become their graves. He is suited up in a large powered suit, a discontinued GENOM model. When he shuts the top of the suit, Funk charges Sylia and Nene. Nene fires at Funk and the two beginning a two-way losing battle. Sylia and Mason are at a stand off for a moment before Sylia races forward. Mason tracks her movements in his HUD until Sylia jumps up and disappears from sight. When she lands again, she is almost on top of him. She whips out her laser sword and slashes at Mason. His armor is so thick that the damage is minimal, at best. Sylia narrowly dodges Mason's cybernetic arm as it swings her way. She does a back flip and lands behind him. He shoots a round at her from his elbow.

Linna's Motoroid delivers a round directly into the BU-12B's torso. Linna rushes forth and uses her Knuckle Bomber on the nearly destroyed Boomer's head, ending the fight.

Priss is having a little less luck. The Boomer she is fighting is making her time with her Motoslave a pain. She curses Mackie for not giving her better instructions on how to use the Motoroid. The BU-12B comes toward her and Priss holds up her gun to stop the impending blow. When the Boomer is still for a second, Priss shoots it with her rail gun. She then pulls backward and fires from her Motoslave's gun, blowing the Boomer to bits. She gloats about this for a short time. Near Sylia, Nene manages to accidentally decaptitate Funk.

Sylia and Mason are still at war. Sylia is now forced to run while Mason, whose firepower exceeds her own, chases her up a wall, quite literally. Sylia lands on a small part of the wall but Mason blows it up. His HUD read her movements before she even made them. Mason fires at Sylia as she falls to the ground, bursting off one of her thrusters and forcing her to do an awkward flip in mid-air. Sylia lands and backs up against a wall as Mason walks toward her, his palm blasters extended in her direction.

Just as Mason shoots at Sylia, she bursts to the side and flies right into her, using her Knuckle Bomber to dig into his armor. Mason grabs Sylia and holds her back, cracking open her helmet to view her face. He recognizes her immediately. She is his most dire obsession, Sylia Stingray. Priss and the others watch in terror as Mason holds their leader. As Mason holds her, Sylia flips out her vibroblade and thrusts it into Mason's neck, slitting his throat open. After a moment she pulls away and lets Mason collapse to the ground, dead. The Knight Sabers leave, their greatest foe destroyed.

The AD. Police arrive on the scene. Leon chuckles to himself as he sees the Knight Sabers' signature scribbled next to Mason's nearly decapitated body.

The next day Priss takes Sho to the orphanage she attended as a child and leaves him there, running off from the orphanage as Sho waves good-bye to her.