[1] In an alternate timeline, Smart Brain has accomplished its goal of world domination — with 90% of Earth's population being Orphnochs while the human race had diminished to near-extinction.

Takumi Inui, the user of the Faiz Gear, was regarded as mankind's savior until he was presumed killed during an attack by Smart Brain's Riotroopers.

Since then, his friend Mari Sonoda has formed a human resistance group that have staged attacks on Smart Brain's headquarters in an attempt to steal the top-secret "Emperor Belts", but to no avail.

Mina reveals to Takumi that years ago, her father found him badly wounded from the previous Riotrooper attack and implanted false memories in him.

Yuka is gored to death and Naoya is eaten alive by the large beast while Smart Lady tricks Yuji into thinking that Mari sold them out.

At Smart Brain Super Arena, Mari is to be fed to the Elasmotherium Orphnoch in front of millions watching the live execution, but Takumi interrupts the event, changing into Faiz and battling the behemoth.

A dying Yuji makes Takumi promise to fulfill his dream of peace between the humans and Orphnochs, while Smart Lady has Murakami's head crushed under executive orders.