Kei Niitoki tells Boogiepop to eliminate the King of Distortion, but Boogiepop does not see him as a threat. People within the building continue to have interactions with someone they know from their past as the result of a lingering in their heart. A number of shocks vibrate the building and Habara suspects that everything was planned by Teratsuki Kyouichirou. Meanwhile, the boy Makoto Hashizaka is attacked by a dinosaur-like monster which is his vision of what his father looks like, a beast called Zooragi...