After hearing the fact that the poison well takes memory in exchange of powers, Jinbei plunges back into the well to save the Insect Magistrate. Mugai continues fighting, but Sanada Yukimura injures him as he tried to allow Jinbei and the Insect Magistrate to escape. As Tenma, Koikawa and Hibachi are still fighting Yuri Kamanosuke and Kakei Juuzou, Kotori, who realizes that there's something else going on, arrives to help...