This episode is told from Hisashi Jonouchi. He is running from someone...rather, something. He sees a strange bug in the alley way and eats it. He flashesback to when he first started seeing the bugs. They were spiders, over people's hearts. Only he could see them. Once he removed the spider, that person forgot about what made them sorrowful. However, Jonouchi grew an addiction for the spiders and started to crave for more and more. The episode ends with Jonouchi having an encounter with Boogiepop Phantom, where he is 'taken'.

This episode is quite a confusing one. It jumps from POV to POV, and the time is frequently changing. It mainly takes place in a police station, and is all about a conversation between Morita and another cop. Every time we return to the conversation, a little bit more is revealed, until at the end, we start all over again.

This episode revolves around Manaka. It explains about her past, her mother, her grandmother, and her ability. After the flashbacks are done, Manaka starts to run from Boogiepop when Boogiepop Phantom interveins and tries to kill her. Boogipop frees her, stating that she hasn't enough power to cause a threat to this world, and Manaka runs off to the house of mirrors. Boogiepop finally meets Boogiepop Phantom. Manaka tells herself that she will not die; rather, she will become light. And so she does. A great light composed of the golden butterfiles engulfs the land, causing time to skip. People start to see phantoms of themselves, events of the past long forgotten. Manaka makes one last visit, to her mother in the hospital. Since Manaka was born, her mother had lost her short term memory, and could not remember anything for a long time. She even forgot that she had a daughter. However, Manaka arrived as light, and restored her memory using the butterflies. For just a moment