Earthquakes occur all over Japan. People are filled with great fear that give Hakumen more power. Ushio confronts Hakumen with a strong hatred, although Sumako has stopped him.
There are three survivors in mystical barrier, because Hakumen strikes back with poison. The last battle of Ushio and Tora versus Hakumen enters in the final phase.
Finally, Ushio and Sumako meet again with the help of the staff on a submersible vessel. Mother's love makes him happy that give a chance to Hakumen to escape from the stone pillar.
Kirio tells Sumako and Mayuko that he found out something about the past of Tora and other Azafuses. Meanwhile, small pieces of the Beast Spear save Ushio from the bottom of ocean, and then, they kill Hiyou which has possessed billions of minds.
Hakumen crushes its eyes itself to overcome the fear of the Beast Spear. Tora wants to save all the people even if it has to sacrifice itself, and tells the strategy to Ushio.
The prophecy comes true, the Beast Spear breaks into pieces during the fierce battle. Ushio sees someone's past in ancient times as a dream while he is sinking in the ocean.
An imposter of Jie Mei visits commander Atsuzawa of the Anti-Hakumen Special Operations Unit in JSDF. She asks him for help. Meanwhile, Nagare attacks Ushio and Tora suddenly.