Seven years ago, a meteor slammed into the city of Shibuya and destroyed it, carrying with it the Worms, alien lifeforms that blend into the human population by copying people’s forms. The paramilitary corporation ZECT fights the Worms, developing the Masked Rider System as their anti-Worm weapon. When the paths of ZECT member Kagami Arata and the mysterious Tendou Souji cross, the day Souji has waited for finally arrives, as he is the man who walks the path of heaven…

Arata struggles with the Kabuto Zecter having chosen Souji over himself, especially in the face of Kabuto’s defeat against the Worms’ Clock Up ability. After enjoying a meal at a small French cafe, Souji and Arata rush into another battle with the Worms where Souji reveals that he knows more about the Masked Rider System than he first let on, gripping the Kabuto Zecter…

A woman named Yuki is attacked by the Lanpyris Worm and impersonated, but she survives, leaving two Yukis running around, but one is swiftly captured and imprisoned. Tensions increase between Souji & Arata, who is quickly falling out of favor with ZECT, as Souji sets the stage for the two Yukis to meet face to face again, kicking off a fight at an amusement park...

Arata must face the difficult truth about who his younger brother really is. Souji confronts Arata, telling him that he will defeat the Worms, no matter who they are. In the end, Arata is left with the toughest choice of his life, as the rain begins to pour…

Ending up at Souji and Juka’s home, Hiyori and Juka bond over their shared history of being present for the Shibuya meteor strike. Later, Souji offers to join Hiyori at the Tokyo Tower, but when ZECT sets their sights on Kabuto, will he be forced to break his promise?

Having been taken in by ZECT, Souji makes several demands, including speaking to Juka and asking Hiyori to make her breakfast. Arata begins to worry about Souji, but when he arrives at ZECT, Souji has already begun his escape. In the process, he learns that two of the ZECT members are Worms, and Arata tries to warn Misaki, but it may be too late...

Arriving from ZECT HQ, Kamen Rider TheBee joins the fight as Arata warns Souji to stay out of ZECT’s affairs now that they have a Rider following their orders. However, he ends up butting heads with TheBee’s user, Yaguruma Sou, ending up in a battle of tofu dishes with Hiyori as the judge. But will their clash in the kitchen spill over to the battlefield?

Souji turns out to have been correct about the other Worm escaping, so Shadow, now with Arata as part of the team, sets up at another wedding, locking it down. However, Souji manages to breach their defenses and takes on the Worm, but an angry Yaguruma won’t let this go and the two Riders face off…

As Kabuto and TheBee fight, Arata tries to stop them, giving TheBee an opportunity to gain the upper hand and destroy Kabuto’s belt. As Souji recovers from the battle, Arata struggles with his position as Hiyori once again remembers a memory of her past…

To defend the team from the Worms after Yaguruma loses his transformation, Arata obtains TheBee Zecter and transforms, finding himself as the new captain of Shadow. But can he fulfill the orders given to him from HQ?

Kagami is ready to cancel his group date until it's suggested that Tendou join him; a man with a young girl is seen walking around with a large makeup kit.

Daisuke refuses the offer to join ZECT and challenges Tendou to contest in who can attract more girls.

Kageyama joins Misaki's team after the Shadow team has been dissolved; someone within ZECT is leaking information and former Shadow team members are getting killed.

Kagami is implicated of being the traitor; Hiyori accuses Tendou of killing her parents.

Kagami decides to take a sabbatical and take on a case himself; Daisuke and Tendou have a competition over Misaki's appearance.

Tendou joins the Shadow unit as the captain, much to the chagrin of Kageyama; everyone is confused when three of the same doctor appear at the same place and none of them are attacked by a Worm.

After Kageyama tries kidnapping Gon, she becomes jumpy and Daisuke grows frustrated with her.

ZECT holds Gon hostage in order to get Daisuke to work with them; Tendou is determined to find the miso soup that Gon likes.

Tendou finds a man who is his athletic equal; a spree of robberies have been happening by someone called the Phantom Shadow.

Tsurugi heads out for groceries and causes an accident involving Tendou's little sister; the Phantom Shadow have their eye on one of Tsurugi's heirlooms.

ZECT is working on a new Rider system; Kagami stumbles upon a Worm nest with a young boy trapped inside; Tsurugi is enticed by Tendou's cooking.

Kagami is hospitalized after trying to use Gatack; Tsurugi has his birthday party at Bistro La Salle.

Kagami sees Hiyori with a green rock that is attracting Worms; Tendou finds Tsurugi's butler running a sobo cart and decides to run it for him.

Tsurugi opens a restaurant across the street from Tendou's sobo stand; Hiyori wants to go into Shibuya with the hope that she'll uncloud her memories.

Tendou decides to try and get information through the police rather than ZECT; a Worm takes on Misaki's form and goes after Juka.

Misaki and Kagami's plan to get inside ZECT headquarters has failed; Misaki's Worm doppelganger has found her way to Tsurugi.

ZECT makes an alliance with a Worm; Gon remembers Daisuke and wants to see him again; Jiiya falls ill and Tsurugi learns that he is broke.

The other Riders are called in to see that Daisuke has been murdered and the one currently running around is a Worm.

Tendou is given a knife by a dying man who wants to see it given to its proper owner; Junka visits a restaurant that has had all of its customer's stolen by a place across the street with a new chef.

The wielder of the black knife is going around and asserting his dominance to all of the local shops when Tendou challenges him to a rematch.

Kagami investigates after discovering that Tsurugi is a Worm; Hiyori finds a photo of her parents at Tendou's house.

After Hiyori finds out that she's a Worm, Tendou tells her about the murder of his parents.

After having lost Hiyori, Tendou joins ZECT and plans to take the Zecters from every Rider.

Tsurugi explains to Kagami that he doesn't need the powers of Sasword anymore; Kageyama is determined to become The Bee again.

Kagami learns that Worms have been here long before the meteorite; Tendou is warned that Kabuto and Gatack have minds of their own.

The baseball team from Juka's school disappears right before her trip which causes Tendou to investigate.

Juka leaves for her trip as Tendou unravels the mystery of the mirror.

After being defeated by Tendou, Daisuke finds Rena who is now not aware that she is a Worm; Tsurugi asks Kagami to help him ask out Misaki; Tendou laments about not being able to find a way back to Hiyori.

Yaguruma develops a crush on Rena; Daisuke is forced to deal with the fact that the women he loves is a Worm.

ZECT develops an Anti Mimic Bomb to counter the Worms; Kagami learns that his father is the head of ZECT.

A group of Natives have been kidnapped and Kagami is chosen to lead the negotiations; Yaguruma challenges Tendou to another tofu battle.

Tendou finds out that his mimic self has crossed over to this world; Kagami is called in to fight a Worm and has his Rider Kick turned against him.

Tendou and Kagami wonder if Hiyori was telling the truth about not wanting to return; ZECT is having a hard time trying to keep an army of Worms out of Area Z.

Tendou recruits as many of the Riders into ZECT as possible; Tsurugi asks Misaki out on a Christmas date.

Tsurugi discovers the truth that he is a Worm.

The Natives have made a necklace that detects Worms and ZECT are giving them out to everyone in the city.

Tendou learns that the necklaces are actually turning people into Worms; Kagami joins with the Natives to strive to create a peaceful world.

Kagami learns of the truth and heads out to stop the world from being turned into Worms.