The Adepts' plot is starting to move forward as they open the episode by sucking the breasts of a line of women who will never be shown again. Sasha is trying to help find Tomo's location along with Mafuyu, and their search takes them to the middle of a lake near campus where Mafuyu starts masturbating in a boat to images of slimy tentacles and herself in her head. Sasha eventually snaps her out of it.
Elsewhere, Jita and Milk (the little girl with the gas mask) stroll around the town, except everyone can't help but stare at them because the little girl is wearing a gas mask over her face. Mutsumi and Tasuku decide to tail them, and eventually they fight each other in a construction site. Jita uses her Carbon-based power to create diamond strings to cut through the iron scaffolding that Tasuku flings at her, and then Milk uses her mastery of Hydrogen to cause an explosion that sends them flying. The two of them recover at the nurse's office, though said nurse proceeds to tease them briefly after healing them up.
Elsewhere, Hana appears wrapped in a flasher coat and talks to Mafuyu about how she can't find Katja anywhere despite being wrapped up in ribbons for her (she even flashes Mafuyu just to display this). Mafuyu catches sight of Tomo in the park and follows her, but it turns out to be the evil Friedrich Tanner using a disguise. Tanner then uses some unexplained magic power to teleport Mafuyu partly into a rock where she can't do much more than cry like a siren.
Hana runs to get Sasha's help, but when he arrives on the scene he can't do much now that Katja has a row of copper spikes aimed at Mafuyu's throat. He is forced to watch as the palace appears in the middle of the lake and the Blade of Maria reacts to the moonlight, somehow causing Mafuyu's breasts to swell up into giant-sized chesticles as a side effect. Katja takes advantage and begins to suckle on them while Sasha can't do any more than stare at her.