A group of fake "Knight Sabers" has been attacking Genom facilities and murdering Genom employees, causing the police to turn against the Knight Sabers. The fake Knight Sabers are lead by Anri, in a replica of Nene's hard-suit, and are working for Largo. The Knight Sabers begin an investigation. Leon also smells a rat. Genom is doing an internal investigation of their own, but not into the Knight Saber attacks. The president of Genom, Quincy, wants to know the truth behind the theft of the D.D., and promotes Kate Matigan to an executive position, so she can find the person or people responsible.
Priss, still conflicted over having to kill Sylvie, quits the Knight Sabers, leaving them down a person for the fight against the feux-Sabers. Inside Genom, Anri has infiltrated the company, and while avoiding Matigan, feeds Largo information on one of the politicans in Genom's pocket, Defense Minister Callahan. The Fake Sabers publically call out the real Knight Sabers, setting up a confrontation at the city bank, with Largo giving his fakes orders to make sure to kill the sabers.
That evening, the AD Police set up around the bank to take out the Fake Sabers, and as per usual, things go very poorly. Fortunately, the real Knight Sabers arrive (minus Priss) to take out the fakes. As Leon gets ready to kick back and watch the show, he's contacted Daley, who lets him know that Minister Callahan has been kidnapped. It seems this was all a distraction by Largo so he could kidnap the minister. Largo is now on his way to Genom Tower. However, Priss happens to see the getaway car, with Anri behind the wheel, and follows.
Priss, Leon, and a Boomer from Genom arrive at about the same time. Largo uses an orbital laser to take out the boomer, and then quickly over-powers Leon. Priss's arrival stops Largo and forces him to retreat, but not before Priss manages to make Anri, albiet slightly, doubt the plan. Leon tells Priss that he knows that she's a Knight Saber, and that he loves her, and Priss heads out to stop Largo - after stopping at the base to get her Hardsuit.
At Genom tower, Largo presents his ultimatum to Quincy - turn over the Overmind Control System to him. Quincy claims that having the Overmind Control system would make him, effectively, a God. Largo disagrees, he already is a God. To prove it, he uses the orbital lasers to destroy every Genom Tower across the world, except the Tokyo one (for obvious reason) all at the same time. Anri looks on in horror. Quincy however, has a surprise for Largo - this is a duplicate. The real Quincy is elsewhere. Largo kills the duplicate in disgust, as Priss burst in.
Largo explains that Sylvie was killed by Priss, and tells Anri to stab Priss. She does. Priss explains about the D.D., and that Largo isn't what he seems, so Largo kills Anri, as she'd exhausted her usefulness. Anri dies, telling Priss that she did consider her a friend, and that everything they did was so that boomers like her and Sylvie (Sexaroids) would have a chance to live free. Priss cries out in anguish once again, and goes to attack Largo. Here the remaining Fake Sabers, who have abandoned their disguises to reveal their true nature as Boomers, burst in, and nearly overpower Priss. At this point Mackie drops off the upgraded power-armor for her hard suit, and she gets on, quickly over-powering the Boomers.
This is still not enough against Largo, a "Super Boomer". Largo nearly defeats Priss, until the rest of the Knight Sabers arrive, and manage to finally defeat Largo - knocking him off of the building, down several stories to a firey explosion. Nene says that "No one could survive that," as the episode ends.