Believing that TheBee's user is her brother, Mayu attempts to look for him with Natsumi's aid until they are attacked by a Worm. Counting on Kabuto to save them, Diend fights him to acquire his Clock Up system, summoning Ixa and Psyga to hold him down before Kabuto defeats them and runs off. By the time Tsukasa finds Natsumi and Mayu, the latter is shocked that she became a Worm as she runs off. She runs into Sou who reveals himself as the Phylloxera Worm and brings her to ZECT HQ as part of the Kabuto Capture plan, much to Arata's dismay before he is beaten to a bloody pulp questioning the plan. After escaping, Arata makes his way to Tsukasa and reveals the plan to him, confirming Tsukasa's notion. Kabuto falls for the trap as the Clock Down takes effect while the Worms reveal themselves among the ZECTroopers, with Sou exposing Kabuto as Mayu's real brother Souji.