Released in 1996, the film is based primarily on the events of Battle Arena Toshinden 2, but incorporates elements from the first and third games in the series.

A year later, both Sho and Chaos, the latter having apparently survived his fight with Gaia, working for the Organization's leader, Lady Uranus, begin hunting down the fighters from the tournament, such as Fo Fai, Rungo Iron and Mondo.

Chaos blinds Gaia with gas and aims poison-tipped darts at him, but Ellis jumps in the way and is poisoned.

Chaos smugly informs them that only the Organization has the antidote and flees back to the base, knowing that Gaia will likely seek him and Uranus out in revenge.

After Ellis is hospitalised, Eiji, Kayin, Gaia and Sofia, with help from a policewoman, Tracy, launch an all-out assault on Uranus's base, aided by Rungo, Fo, Mondo and Duke, the other fighters from the tournament.

As Eiji walks home, he is confronted by a mysterious, gun-wielding warrior, Vermillion, and the film ends as they prepare to fight.