It appears that the Knight Sabers have gone bad. Or have they?

Leon awakens from a dream from the DD Unit escapade (last episode) and seeing Priss in a hardsuit when Daley calls. He tells Leon that there is a live witness to the Knight Sabers tearing up one of GENOM's labs.

In the GENOM board meeting it is learned that the Knight Sabers have stolen a load of Combat Boomers. Measures are taken to try and capture and / or destroy them. It is also revealed that the Knight Sabers' suits are designs that are similar to designs from GENOM that were abandoned.

Security checks are being made throughout GRNOM for an insider. Madigan becomes suspicious of a new girl when she is called to the boss' office. The new girl is Anri. She is working for Largo who also has the fake band of Knight Sabers working for him. Largo tells Anri that they are going to kill the Knight Sabers as revenge for killing Sylvie.

The fake Knight Sabers show up at Tokyo Bank and take out a few AD Police. Sylia is talking to Priss who has quit the team since she had to kill Sylvie last time. Nene calls Sylvia about the fakes and she has to go. The fakes are just about to gun down Leon when the real Knight Sabers show up - minus Priss. The fakes turn out to be - you guessed it - Boomers.

Evidently the fakes where just a distraction for kidnapping the Minster. Leon is called away and he leaves the Knight Sabers to mop up the fakes. As Priss is driving her bike she passes the car with Largo, Anri and the Minister in it and recognizes Anri. In the meantime, Madigan finds that Anri has been posing as Milly Jackson and is the traitor to GENOM. She also hear from her Boomers that they have found the car with the Minister in it. She orders them to take it out. A shot from the satellites takes out the GENOM car and Largo uses one of the Boomer heads to contact Madigan. He demands a meeting with the Chairman about the OMS - the Over Mind Control System. Leon meets Largo on the bridge before he can leave but Largo uses the satellites again to vaporize the helicopter. Leon is saved at the last moment by Priss who is then blasted by the satellites as well. Anri sees Priss and remembers what she did for her after Sylvie died.

The Knight Sabers are on the verge of losing to the fakes when Mackie picks them up as the last minute.

GENOM kills the Minister when he is delivered and the Chairman agrees to see Largo. Largo is offered a job but refuses because of the way GENOM and humanity sees Boomers. He destroys the GENOM towers around the world with the Orbital Particle Beam Satellites. After discovering that the Chairman is a double, a fake, Largo kills him. Priss shows up and confronts Largo and then explains to Anri how Priss killed Sylvie. Largo then tells Anri how she is no longer of use and is about to kill Priss when Anri steps in the way and is killed. Largo and the three "fake" Knight Sabers have Priss down when her new hard suit arrives. She fights her way through the remaining Boomers but cannot quite get to Largo. She finally breaks his arm off as the rest of the Knight Sabers get there. As Largo fires one of the satellites, Nene and Linna destroy it causing the blast to hit Largo. Largo tells Sylia that they are two of a kind because... He never finishes because Leon puts a bullet through his head and he falls to his death.