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Shirou tells Habara that he is the King of … Shirou tells Habara that he is the King of Distortion. Meanwhile, Boogiepop meets Kei Niitoki and Shirou in the building's control room and explains how the King of Distortion was created by Shirou Tanaka's deeply felt guilt over how Naoko Kamikishiro felt about him and him about her. Even though Naoko was also seeing Kimura Akio, Kei says that she really loved him. Boogiepop explains to Shirou that she is not his enemy as he does not pose a threat to humanity. Shirou then asks Kei to enter the cancellation code into the keyboard of the control panel which also asks for a piece of music. The music starts playing and the building's lock-down is lifted. Those trapped inside slowly regain consciousness as the building, and people's lives, return to normal.ing, and people's lives, return to normal.
, Teratsuki Kyouichirou and a pregnant woman … Teratsuki Kyouichirou and a pregnant woman sit drinking in a bar, and he offers her money if she keeps the child, even though she does not know who the father is. Some time later she gives birth to Makoto Hashizaka and she is shown to be the same woman waiting in the queue earlier with her son. Later, Sakiko, a girl trapped in the Moon Temple, meets her dead school friend Hina along a railway line and apologises for offending her years ago. Habara Kentarou meets Nagi Kirima in a café who warn him about his computer hacking activities. However, Habara realizes that it is an illusion and that they are still in the Moon Temple. Habara wakes himself up and finds that everyone in the temple is unconscious, all having their own dreams influenced by the King of Distortion which he suspects is part of Teratsuki's original plan.ects is part of Teratsuki's original plan.
, A patient tells the psychiatrist Dr. Kisug … A patient tells the psychiatrist Dr. Kisugi that he is aware of evil in the world and that lies are being spread to discredit him. Later, Dr. Kisugi encounters Nagi who has had a miraculous recovery from her unknown ailment. Dr. Kisugi continues her experiments on rats with an 'evolution-drug' she has acquired which promotes a regenerative process to heal injuries. Meanwhile at night she walks the corridors of the hospital, looking for opportunities to create fear in patients. The media then begins to report a series of grisly murders happening in the city, targeting young girls. One day, Touka Miyashita's mother takes her to see Dr. Kisugi because of her split personality where a strange man inhabits her psyche. Dr. Kisugi questions Touka and brings out the Boogiepop identity who explains his role which presents a threat to Dr. Kisugi, although Boogiepop doesn't recognize Dr. Kisugi as a threat to humanity.ognize Dr. Kisugi as a threat to humanity.
, Habara and Shirou wake up the girl Sakiko … Habara and Shirou wake up the girl Sakiko Michimoto who is lying on top of a trapdoor and ask her about the King of Distortion but she is noncommittal. When the boys descend to the next level, she locks the trapdoor above them and they find themselves in an area filled with white human statue-like figures. Suddenly the building turns black and the voice of Teratsuki Kyouichirou tells everyone outside that they cannot enter and that the air ducts have been sealed. Also inside the building, Kei Niitoki tells Saotome that he understands why he has appeared in her vision. Meanwhile, Sakiko encounters Boogiepop and she asks Boogiepop to kill her because of her previous cruelty to her friend Hina, but Boogiepop responds that it is her inherent kindness that allowed her to talk with Hina and apologize. Habara and Shirou emerge from the basement and find the building’s control panel, which activates a video of Teratsuki Kyouichirou who says that he is a creation of the Towa Organization, but became a threat to them, so he built the temple, and whoever finds the recording will also be a threat to Towa. He reveals the key to unlocking the building is "Stairway to Heaven", just before he is killed by Eugene which shocks Habara but Shirou seems unpeturbed.shocks Habara but Shirou seems unpeturbed.
, Jin reflects on a passage about sacrifice … Jin reflects on a passage about sacrifice from Kirima Seiichi’'s book, The Victor's Principle. Later, Suema questions Jin about the change in Kotoe's demeanour, and he offers to fill the void in her heart, but she declines. After she leaves, Suiko appears, and Jin tells her that he must finally confront Spooky-E. Meanwhile Misaki is followed by Kotoe and hired thugs, but Misaki changes to Boogipop and beats them up. Just as he threatens to kill Kotoe, Nagi arrives and stops him. When Kotoe doesn't recognize her, Nagi realizes that Kotoe is not the same person she was and renders her unconscious. When Kotoe awakes, she sees Jin who, sees into her heart and explains why she was attracted to him and she breaks down. Jin then appears before Spooky-E at his headquarters, revealing that he is the one they call the Imaginator and confronts him about his activities for the Towa Organization in using experimental drugs on people to observe their effects. Jin berates Spooky-E for the suffering and deaths of several people given the drugs. He explains his plan use Spooky-E as the vehicle for the Imaginator to take over the Towa Organization to essentially standardize humanity's psyche and to end disconnections and misunderstandings in the world. When Spooky-E tries to attack him, Jin simply removes his capacity for aggression, but Spooky-E then uses his remaining electrical power to kill himself. Jin then finds Aya in the building, but declines to free her, deciding she will be the sacrifice he needs, now that Spooky-E is dead.ifice he needs, now that Spooky-E is dead.
, Spooky-E grabs Aya and instructs her to ad … Spooky-E grabs Aya and instructs her to advance her relationship with Masaki. Suddenly, Masaki appears and physically attacks Spooky-E, but he is knocked out with an electrical impulse. Masaki awakes with no memory of the previous encounter, and Aya presses him for anything he has heard about Boogiepop. Meanwhile, Kinukawa Kotoe seeks out Suema asking her to help her cousin Jin Asukai who has been behaving strangely. Suema finds a drawing of Suiko Minahoshi in Asukai's office. She then sees Asukai arrive with Yuriko and Kitahara, and he touches them with a blinding red light. As they leave the girls say they no longer fear anything. Later, Suema finds Aya on a rooftop in a suicidal mood over her inability to act on her affection for Masaki. Suema encourages her to take pleasure in life and fulfill her goals, and that Boogiepop may be the answer. Later, Aya suggests to Masaki that he become Boogiepop. He agrees, although he doesn't really understand what that means.doesn't really understand what that means.
, Since the pillar of light appeared, Hijiri … Since the pillar of light appeared, Hijiridani High School student Jounouchi Hisashi has seen visions of spider-like bugs attached to people's hearts. By removing these bugs, he is able to free them from their pain by removing their memories. Hisashi becomes addicted to eating the bugs, and his strange behavior attracts the attention of a policeman who begins to follow him. Jounouchi encounters the Boogiepop Phantom who takes him to place of light where he finds happiness.o place of light where he finds happiness.
, Saki Yoshizawa is a piano student who is d … Saki Yoshizawa is a piano student who is determined to make it into a music university, but her confidence is shattered by a private music teacher and she loses hope. One day, she receives a strange phone call urging her to "Come play with us" and goes to Paisley Park where Poom Poom gives her a red balloon, and she joins the group of happy children. After she returns home and is confronted by the reality of playing the piano again, she kills herself. Yoshiki, another student unhappy with his life also receives the same strange phone call, and after accepting a red balloon, begins calling others, recruiting them to join Poom Poom's group of children who have abandoned their normal lives. Eventually, Boogiepop Phantom appears and takes Yoshiki away to prevent him from making more calls.way to prevent him from making more calls.
, Aya steals drugs from some street dealers, … Aya steals drugs from some street dealers, but when they give chase they are scared off by Boogiepop, who is Misaki in disguise. They continue the charade for some weeks, but it fails to draw out Spooky-E's targets, so he orders Aya to stop seeing Misaki. Spooky-E also orders the girl Sasahara to add drugs to the drinks she serves at a fast food place, and later to activate stage two. As Kotoe Kinukawa reminisces about her past with her cousin Jin, she is suddenly shocked by Spooky-E and her memory is wiped. Later she make inquiries about the Imaginator at the ABBT music studio and is told by the manager that the Imaginators appear to have powers to cause other to turn on each other, and so she hires him to gather some support. Later, Misaki encounters Aya and Kotoe in a café, and is angry that Aya has avoided him. He decides to continue the Boogiepop charade against Aya's wishes. Earlier, Kotoe had told Aya to try to breed with Misaki but she is reluctant to do so. As Aya leaves, she is caught by Spooky-E. As Aya leaves, she is caught by Spooky-E.
, More and more people accept red balloons, … More and more people accept red balloons, which causes Nagi to go to Paisely Park to investigate. At the park, there are childhood versions of everyone who received a balloon and they attack her. Boogiepop arrives and causes Manaka to fall from the Ferris Wheel. All the lights in the park go out, and Manaka appears to have greatly aged as a result of overusing her powers. With her downfall, all the phantom children disappear and Poom Poom vanishes in a flash of light, leaving Manaka alone with Boogiepop.ight, leaving Manaka alone with Boogiepop.
, Misaki telephones Aya who tries to brush h … Misaki telephones Aya who tries to brush him off under instructions from Jin, but Misaki suspects something is wrong. Jin tells Aya that he will remove her heart to sow a seed within the city to remove people's pain. Suema visits Kotoe in hospital and she asks who was controlling her, but all Kotoe recalls is Paisley Park, although she also mentions the name Jin. Meanwhile, Misaki goes to Paisley Park where he assaulted by people wearing theme costumes, but he is saved by Boogiepop who tells him that he has been manipulated. Boogiepop then confronts Jin, blasting him from the park's tower. Boogiepop tells Aya that she is wrong to think that his plan would not have worked because she is not human. Suema arrives at Paisley Park as Misaki regains consciousness and Aya is reunited with Misaki.ciousness and Aya is reunited with Misaki.
, At Hijiridani High School, Misuzu Arito ha … At Hijiridani High School, Misuzu Arito has taken the nickname of Panuru, her friend who had a great love for the world, but was killed by a serial killer. Misuzu pretends to accept fate, but secretly knows that she is not like Panuru. When her friend Yoko Sasaoka talks about the disappearance of Jounouchi, Misuzu introduces her to Masami Saotome, a shinigami, who kills her while promising to relieve her sadness. Nagi Kirima confronts Misuzu about her actions, but is ignored, so the shinigami sets a trap. However, Boogiepop appears first and confronts Misuzu over her duplicity, leaving her distraught. She runs for help, only to meet a policeman who slaughters her and takes her body just as Kirima appears.and takes her body just as Kirima appears.
, Huge queues gather for the grand opening o … Huge queues gather for the grand opening of a strange new twisted white building built by Teratsuki Kyouichirou, president of MCE although he died before it was completed. It is called the Moon Temple, but is also described as a "Tower of Babylon". A young boy, Makoto, goes to the toilet and encounters a young man who confusingly says he was just born. Later, a teenager, Habara Kentarou, joins the long queue and meets his friend Shirou whom he knew from middle school. Meanwhile, Takeda Keiji arranges to meet Touka Miyashita, but she appears as Boogiepop, and surprisingly says that she is the "King of Distortion", born to turn the world into gold. Kei Niitoki also sees Boogiepop rushing towards the Moon Temple, and Sakiko Michimoto sees Boogiepop inside the cavernous building. Suddenly there is an apparent visual distortion and the security shutters lock everyone inside the building. Kei Niitoki sees Saotome Masami who says that he is the King of Distortion. Each person locked inside sees the King of Distortion as someone they know as the result of a lingering in their heart. the result of a lingering in their heart.
, Kei Niitoki tells Boogiepop to eliminate t … Kei Niitoki tells Boogiepop to eliminate the King of Distortion, but Boogiepop does not see him as a threat. People within the building continue to have interactions with someone they know from their past as the result of a lingering in their heart. A number of shocks vibrate the building and Habara suspects that everything was planned by Teratsuki Kyouichirou. Meanwhile, the boy Makoto Hashizaka is attacked by a dinosaur-like monster which is his vision of what his father looks like, a beast called Zooragi. It starts to destroy the building, and Boogiepop comes to his rescue, wounding the monster. The monster eventually departs while the building appears to come crashing to the ground.ng appears to come crashing to the ground.
, Sasaki shadows Nagi and sees her prepare w … Sasaki shadows Nagi and sees her prepare weapons for a fight. He follows her to the hospital where he appears to see Dr. Kisugi and Nagi, but it is an illusion, Dr. Kisugi tricks Sasaki into killing Pigeon. Dr. Kisugi then stabs Sasaki and throws him from the window. She then chases and then catches Nagi with her superhuman speed and strength. She becomes angry and beats Nagi because shows she no fear as Nagi describes how she deduced that Dr. Kisugi selected victims who were fearless. Dr. Kisugi tells Nagi who Sasaki really was, and that she intends to frame him for the murders. However, Nagi retaliates with a high voltage electric charge which stuns Dr. Kisugi, enabling Nagi to tear her arm off. Just then a female figure appears in a long cloak and stovepipe hat and kills Dr. Kisugi. Later, when Nagi asks the figure's name she decides to call herself Boogiepop after how the Scarecrow described her as a "bubble that will pop and disappear". The scene cuts back to the alien world where Boogiepop finishes her story to Echoes, before he disappears. As the alien world begins to crumble, Boogiepop then departs.begins to crumble, Boogiepop then departs.
, As Suema walks home from school with Kyouk … As Suema walks home from school with Kyouko Kinoshita, Kyouko is attacked by Nagi suspecting that she is the Manticore. Meanwhile, the Manticore kills and devours student Minako Yurihara, observed by Masami Saotome. Later, Kyouko tells Suema that Akiko Kusatsu has been handing out drugs at school, that some of the girls who took them have disappeared and that Nagi Kirima has been investigating. Suema visits Nagi at home and is surprised to find that her father is the famous author, Seiichi Kirima. Flashbacks show that Masami encountered the Manticore and formed a pact to help find other victims or dupes like Akiko who could distribute drugs to turn people into slaves. Meanwhile, Naoko Kamikishiro explains to Nagi that she found the pale zombie-like man who is an alien, captured by an organization which gave him the name Echoes and cloned him, but the clone became a man-eater. When Naoko goes to meet Echoes whom she had sheltered in the school, the Manticore which now inhabits Yurihara's body, accidentally kills her. Later, while looking for Naoko, Nagi finds Echoes but he cannot speak.ko, Nagi finds Echoes but he cannot speak.
, The students Kyouko Kinoshita are concerne … The students Kyouko Kinoshita are concerned about Kyouko Kinoshita who seems to have disappeared. Nagi questions Echoes, but he cannot detect the Manticore's presence. When Niitoki, Masami and Shirou broadcast a message over the public address system Nagi attacks and captures them, thinking one may be the Manticore, but Echoes says they are normal. Suddenly, Masami stabs Echoes with a pen and cuts Nagi’s throat as the Manticore appears in Yurihara's body. Echoes grabs Nagi and escapes and the Manticore pursues thems while Masami threatens Niitoki. The Manticore beats Echoes because poison in Masami's pen weakened him, but Echoes transforms his body into data and transmits himself back to the source. The Manticore prepares to kill Niitoki, however Boogiepop appears, trapping the beast in a web of wires and Shirou kills it by firing an arrow through its head. Later, they find Nagi alive as Echoes had shared some of his life force to save her. Back at school, Nagi and Niitoki recall how Kyouko said that Echoes was and angel sent by God to pass judgement on humanity which seems to have earned a reprieve, and also how humans are very much indebted Boogiepop for saving them.y much indebted Boogiepop for saving them.
, At dawn on an alien post-apolyptic world, … At dawn on an alien post-apolyptic world, Echoes encounters Boogiepop as if for the first time, and to explain who she is, she begins to tell the story of Scarecrow. Some time ago, at the office of the Kuroda Detective Agency, Pigeon asks Kuroda, the Towa operative known as Scarecrow, to check up on Teratsuki Kyouiyichi who may have betrayed the Towa organization. Teratsuki is head of the influential MCE brand ice cream company and has donated a large sum of money to a hospital, however Kuroda finds nothing suspicious. While investigating the hospital, Kuroda encounters the young Nagi Kirima who has an unknown ailment she describes as growing pains, which is being treated by Dr. Kisugi. Kuroda investigates Nagi and find that she is the wealthy daughter of the deceased writer Seiichi Kirima and suspects that she may be an MPLS. Meanwhile, the Towa assassin Mo Murder using the name Masanori Sasaki, receives orders to eliminate Kuroda for breaking protocol, destroying RS20TTU and stealing drugs. Sasaki attacks Kuroda in the hospital and mortally wounds him after a long chase, but not before Kuroda administers a Towa drug to Nagi to stop her evolving and make her human again. Touka Miyashita finds the dying Scarecrow and as his vision fades, he describes her like a bubble that will pop and disappear at any moment.that will pop and disappear at any moment.
, Yoji Suganuma, a loser, is pushed by his f … Yoji Suganuma, a loser, is pushed by his father to do better in school, but he spends his spare time with Rie, a girlfriend in a dating game on his computer. He becomes attracted to a new girl who starts working with him at his part-time job in a restaurant, and with the influence of a new aromatherapy drug, 'Type-S', he becomes emboldened to attempt to control her like Rie. Suganuma becomes addicted to the drug which is designed to make slaves of its users by the original Masami Saotome, and the lines between fiction and reality blur, resulting in confusion and insanity. His arrest in the street is witnessed by Misuzu and Yoko.he street is witnessed by Misuzu and Yoko.
, Manaka's past is revealed, from her birth … Manaka's past is revealed, from her birth after her father left and her mother did not recall the birth. She was raised by her grandmother who called her "the devil's child", and spent her whole life locked away from the world, but learning about it through the butterflies of light which only she could see. Manaka was only five when her grandmother grew old and weak and she killed Manaka before she herself died. Manaka was brought back to life when the pillar of light appeared, matured quickly, and attained a superior intellect over the next few days before venturing out into the outside world. However, she was prevented from utilizing those faculties, and was reduced to repeating simple words that she heard, and became Echoes. Boogiepop Phantom prepares to kill her, but Boogiepop intercedes because she is no longer a threat. As Manaka dies, she becomes a stream of light butterflies and visits her mother in hospital before disappearing in a pillar of light. before disappearing in a pillar of light.
, A year later, the distorted rainbow over t … A year later, the distorted rainbow over the city has disappeared and all seems peaceful, but murders of office ladies still occur. Kazuko Suema and Touka Miyashita travel to Tokyo for university entrance exams, but Touka disappears during the test. Meanwhile the private detective Ichiro Kishida lures an office lady into his apartment, but as he is about to kill her Boogiepop arrives. Boogiepop explains that he is the dead Shinpei Kuroda, a former agent of the Towa Organization, who has assumed the identity of Ichiro Kishida and is possessed by the residual Manticore that was preserved by Manaka. Kuroda prevents Manticore from leaving his body, then Boogiepop destroys them both with an electromagnetic bomb. Later, Kazuko, Touka and Nagi reunite at their school graduation, then say farewell to each other as they go their separate ways.each other as they go their separate ways.
, Mamoru Oikawa is cruel to his sister, Sayo … Mamoru Oikawa is cruel to his sister, Sayoko, his parents and the rest of the world. He seeks 'useless' things following his father's failure to keep his promise and attend Mamoru's school play. After the pillar of light incident, he gained the ability to destroy anything or anyone that meets his criteria. Meanwhile at the police station, Morita has a visit from Spooky Electric who states that Echoes may have followed the Manticore there, and then leaves to pursue the evolved humans. Manaka Kisaragi appears to Mamoru with Mamoru' childhood self, Poom Poom, and Mamoru then decides to destroy his father's failed project, the Paisley amusement park. Morita tracks Manaka Kisaragi to Paisley Park, and prepare to possess Mamoru, but Sayoko destroys him, revealing that she is the one with power to fulfill his wishes. the one with power to fulfill his wishes.
, The sad story of the Wakasa family slowly … The sad story of the Wakasa family slowly unfolds, from seven years earlier when the father died, and how the daughter Shizue's relationship with her mother collapsed after she saw her mother with another man. She never reconciled with her mother, and Shizue befriended Mayumi, a pregnant single woman she met during therapy. Shizue was killed two years later by a serial killer and five years after her death her mother reads Shizue's diaries. The diaries unravel the truth about her daughter's personal struggles, and later the spirit of Shizue returns and asks forgiveness for her stubbornness.and asks forgiveness for her stubbornness.
, Suiko Minahoshi is in the school's rooftop … Suiko Minahoshi is in the school's rooftop with Boogiepop. The latter tells her that Nagi's father called her type an Imaginator and this is the end for her. Suiko jumps from the roof and dies but her spirit remains in this world and later on appears before Guidance Counselor Jin Asukai on the street. He has always been able to see what was missing in people's hearts, using his skill to make them feel better. Suiko, now calling herself the Imaginator, offers him a chance to develop his power, but he refuses, so she later possesses his cousin and offers him a possible future which he again rejects. She appears again before him as the drug-addicted student Imazaki Shizuko and she slits her throat, highlighting his inability to help others as much as he could. However later, when Jin encounters three boys bullying a girl, he tests the power that the Imaginator offered him. Later, when the female student Komiya prepares to jump from a building to join her friend Suiko in death, Boogiepop appears and says she can not join Suiko as she has not reached the Netherworld. Boogipop then contemplates what the Imaginator's true intentions are.what the Imaginator's true intentions are.
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, Nagi Kirima encounters journalist Ichiro K … Nagi Kirima encounters journalist Ichiro Kishida, who reminds her of her first childhood crush, Shinpei Kuroda. He follows her as she hunts the Manticore, a flesh eating shape-shifter. They find Echoes who has the appearance of Boogiepop Phantom. They soon run into the Manticore with the appearance of Saotome Masami, but she is not fooled. Kirima attacks him; however, Boogiepop Phantom intervenes and almost destroys the Manticore. Boogiepop Phantom explains that he is responsible for some of the recent disappearances, but it is for their own good.appearances, but it is for their own good.
, The story is told of how Masaki Taniguchi … The story is told of how Masaki Taniguchi met his girlfriend Aya Orihata, after he was being bullied and she intervened. Aya appears to lack self-confidence, meanwhile Shinjirou Anou follows them, wondering what Masaki sees in Aya. Suddenly one night a Synthetic Human appears and wipes Shinjirou's memory and makes him a "terminal", a servant of the Towa Organization and he is instructed to enroll in the Shinyou Academy. While there, Shinjirou meets Jin Asukai who breaks the Towa control. Later, when the Tower operative tries to "reset" Shinjirou, Boogiepop appears, looking for the Imaginator and saves Shinjirou. Later, Aya agrees to meet Masaki, but the Synthetic Human Spooky-E appears first, calling her Camille.ooky-E appears first, calling her Camille.
, In the past, Seiichi Kirima received a let … In the past, Seiichi Kirima received a letter from a man who says he had a strange power to help people, but because he posed a threat to some people, he was about to die. When Seiichi asked hid friend Gen Sakakibara to look into it, Gen reveals that the man died a day after the letter was sent, and that people around him achieved much better results that expected by reducing their own impediments to progress. As Seiichi looks further into it, he suspects that he may also be under observation. Later, Seiichi encounters Suiko Minahoshi in a park and he talks about how danger and the unexpected effect change people's lives. That night he is attacked and killed by the Towa assassin Masanori Sasaki. Naagi arrives home and finds him in a pool of blood, his last words being to ask what is "normal". Back in the present Pigeon and Sasaki discuss the recent murders, and Sasaki begins to investigate the murder scenes. He encounters Nagi who is aware of what he is doing and suggests that they work together, unaware that they are being watched by Dr. Kisugi. While investigating the site of Shizue Wakasa's death, they talk to her friend Rika which causes Nagi to suspect Dr. Kisugi.a which causes Nagi to suspect Dr. Kisugi.
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