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A subway train comes barreling down the tracks. Inside the train, a door opens then closes, and footsteps follow. Someone passes through each of the cars until they reach a car with only one passanger. The passanger, a pretty brown haired woman, is sleeping upright on one of the seats. The woman suddenly wakes up, now leaning against a tall, blond man.

She tries to apologize but the man says, "I won't excuse you." The woman, confused, asks what he means, and he says that she is not aware of her beauty, and that the outfit she is wearing does not exemplify her natural beauty. The woman asks if he's a beautician, and he says he's an artist. She blushes, and he asks her if he could take a little bit of her time to help make her more beautiful, so they will get off at the next station.

The scene switches to two men working in the subway station. Suddenly, they hear strange sounds, like a woman crying. The men start, one of them saying, "No, not again..." The other asks if that's the sound of the wind as more crying is heard coming from down the tracks.

Miyu is at a new school staring out the window. Inside the classroom, a chirpy girl with shoulder length, curly red hair is talking to her friends about going out. The red haired girl says that they should invite Yamano (Miyu) with them since she just transferred to the school. The girl goes to Miyu and asks if she wants to go with them to Yashirozaka. Miyu asks why her, and the other girl says that she looks so gloomy, she won't be able to make friends easily that way. Miyu agrees, saying that they should be forward, so call her Miyu. The red haired girl is happy and invites Miyu to have lunch with her and her friends.

At lunch, the girl, Chisato, introduces Miyu to a tall girl with short blue hair, Yukari, saying she's the strongest, and the third girl with brown hair in a ponytail and glasses, Hisae, as the book reader. Chisato says she's not that special, but Miyu says, "You're cute, that's enough" and Chisato is happy.

Later, they're on a subway, the three girls in street clothes and Miyu still in her school uniform. Hisae suddenly asks if this is the last train on the route and gets worried; Chisato asks her about it, and they explain that many woman on the last train have gone missing. Chisato wonders if it's a kidnapping, and Hisae says that all she knows is that all the women were beautiful. Miyu then notices a tall blond man with his back to her standing near the train door. She watches him as he gets off the train and disappears into the crowd.

Miyu and the other three go around town, visiting various stores. They stop by a small stand and look at the charms. The seller, a man with long brown hair and shades, tells them that it's an "icon of friendship" that means "you can stay friends forever." Chisato tells him that she'll buy two and presents one to Miyu, saying, "To our friendship."

The girls are in a coffee shop talking, one of the girls commenting that Miyu talks like her grandfather, so Miyu must be well educated. Chisato says that she wishes she could stay as a child forever, and Yukari teases her saying don't worry, she will. Miyu then notices the blond man come out of a store from across the street carrying two shopping bags. Miyu asks what type of store that was, and the others say it's a store for mature women. Afterwards, Miyu parts with the three girls. Miyu watches them go and smiles. "She [Chisato] called me a friend..."

Meanwhile, the blond man is busy putting earrings, jewlery, and a dress on a woman. The woman doesn't move at all while he does this, and he compliments her on her new outfit: "See, doesn't this dress go well with your skin color?" Even when he is finished, she doesn't move or speak at all.

At the graveyard on the roof, Miyu sits holding the charm Chisato gave her and smiles at it. Shiina pops up: "You look so happy with that little toy." Then, more disgruntledly after Miyu says why shouldn't she be, Shiina adds, "I don't see what is so good about humans." Larva appears by their side and warns Miyu not to get close to those girls since she'll regret her actions later. Miyu says she knows. Shiina returns their attention to the Shinma at hand. Miyu: "I don't like him making trouble in my playground. We should send the naughty boy back."

At school the next day, the teacher warns all the girls to be careful, not to be out late at night, or to ride the subway train with other people, because of the women disappearing. He then does role call, and Chisato turns towards Miyu and holds up her charm; Miyu smiles, doing the same.

In the subway, steps approach towards Miyu, who is sitting on a seat in the train by herself with her head down. The blond man approaches her, and Miyu says that her teacher told her to be careful, then adds, "Right, Mr. Shinma?" The blond man pulls back: "The guardian?!" He tries to run the other way but Larva appears. The man says that Larva is the "infamous traitor". Miyu says that the Shinma should not insult Larva, and Shiina appears, telling Miyu to watch out. The Shinma's hand turns into a blade as he tries to slash Miyu but misses. Larva and Miyu back him towards the door, and the Shinma says that this is his train. The doors open and he jumps out.

Miyu chases down the tracks after him, then comes across an abandoned station that is also called the Yashirozaka Station. She says that there are two? And the Shinma appears, saying yes, that this one was built before World War II but was abandoned. Miyu comments that this is a "good hideout" for a Shinma, but the man replies, "Don't be silly, it's my gallery." Miyu is the first guest to his gallery, so please come inside. She follows him into a hallway with lights and colorful banners hanging on the walls and on the floors. There are gray doors all around.

Shinma: "These are my creations."

Suddenly, the gray doors go up and reveal display windows, in which are many beautiful women in different dresses and outfits. She looks at them, then back, and the Shinma is gone. The Shinma says, "Aren't they beautiful?" Had they grown old, they would have become ugly, but now time has stopped for the women and they can remain beautiful forever. Miyu looks at them again, and she gasps as she can hear crying from them though they cannot move or speak, being as still as mannequins.

Miyu: "Can you not hear? Their cries?"
Shinma: "What are you talking about?"
Miyu: "I was right... You are a Shinma."

The Shinma then attacks Miyu. The banners come off of the ground and the wall and wrap around her body, choking and gagging her. The Shinma appears again and says that she's rather young for his tastes, but since she's the Guardian, time has stopped for her and she will remain youthful. She faints and he comments that he has to buy teenager clothes for her.

Suddenly the lights go out and the music of a flute is heard. He turns around to see a figure appear in a mist. The Shinma looks at the ground, but Miyu's body is not there. She steps out of the mist, saying, "Your spirit is a deceptive spirit." "Nothing truthful will be seen" in him, so he should "go back to the darkness."

The man turns into Shinma Ro Sha, a weird creature with blades as hands, his true form. Larva appears and fights with Ro Sha, and Ro Sha demands to know why Larva is fighting against him, they're alike. Larva says that he now fights with Miyu. They fight more, and in the battle, his blade misses Larva and accidentally slices the head off of the woman on the subway train at the beginning of the episode. "My creation!"

Larva strikes him and slices off his blades, and Miyu sends out her fire, returning him to the darkness. Afterwards, Larva asks, "What should we do with these women?" Miyu looks at them before turning away, "I can do nothing for them. They were charmed into something they should never wish for." The two then leave.

Chisato looks at mannequins in a display window in the Yashirozaka area. She turns to her friends and says that since she's out here, maybe a modeling scout will see her. Skeptically, Yukari asks her if she thinks she's that cute; Chisato asks Miyu if she's cute, and Miyu says, "Yes, you are cute the way you are." Chisato says that Miyu is weird, and the girls laugh.

Beneath, in the subway, more crying is heard from the mannequin women. The scene focuses on the one with her head cut off as the crying continues.