Yuji has been put to sleep by a Denizen as he encounters events from the past in a dream. When he realize he was only dreaming, the spell was broken. He awoke to see Shana destroying the Denizen, calling it "weak". However, it was not the true form.

Yuji is placed in a dream again, along with Shana, in another plot to steal the Reiji Maigo.

A student that looks very much like Hecate has transferred into Yuji's class, Konoe Fumina. By using a Tomogara, Shana wants to make sure she if she is Hecate or not.

Shana and Kazumi grow jealous of Konoe's attachment to Yuji.

Shana and Kazumi continue brooding over Konoe and Yuji's growing relationship; Wilhelmina starts taking parenting advice from Yuji's mother and tried to cook a home-made meal for Shana.

School resumes and the class teacher springs a surprise test on the class. Ogata suggests everyone stay at Sato's place for an overnight study session and reluctantly Shana comes as well. Margery Daw ends up giving insightful advice to Ogata and Kazumi on their relationships with those of which they love.

Ike suggested to visit the amusement park as a welcome for Konoe, but the carefully planned outting turns out all wrong when he miscalculated certain events. His underlying plan of impressing Kazumi was believed to be ruined initially, but he resorted to asking Kazumi to ride the Ferris wheel with him, which he was confident he would not get sick in. But mid way through the ride, he got sick. The ending dedicates Konoe thanking Ike for the outting. With Kazumi giving a smile to Ike, he ends off his unlucky day.

The episode starts off with Yuji being trained by Shana and Wilhelmina. Yuji managed to somehow defeat a Rinne that Wilhelmina summoned. In the background, Sato, one of Margery Daw's guides was silently observing, after which Sato returns and tried to plead with Margery Daw to be requested to be trained. However Margery Daw declines and subsequently tells Sato and Tanaka about her past. In her past, there appears a boy as a flame haze and the story subsequently plot around the boy and Margery Daw. The Boy is revealed to be named Yuri Chvojka.

Yuji is training with Shana in order to learn how to cast a Fuzetsu. The story shifts back to Margery's past, where she approaches to take down the two Tomogara, one of which called Anabel lures her into a trap where the stronger Tomogara manages to inflict a fatal wound on her. Just as they are about to kill Margery, Yuri comes to attack, managing to save Margery. However, Yuri becomes fatally wounded and dies in battle, ending it in a draw. The story shifts back to Yuji's training where he succeeds in casting a Fuzetsu, however, the flame of the Fuzetsu is silver. Shana and Alastor are surprised when they see the flame. Coincidentally, Margery's long hated enemy also had a silver flame.

A mysterious man appears near Yuji's home, and is spotted by Shana when he is following her and Kazumi. Shana instead plans to ambush the suspicious man, and afterwards attempts to kick the suspicious man. He manages to dodge the attack and is revealed to be Yuji's dad. Yuji's father and mother give advice to Shana and Kazumi about their affection towards Yuji.

The culture festival is approaching, and everyone in school is putting finishing touches in preparation for it. Shana's friendship with Kazumi becomes closer. Wilhelmina returns back with the research on the Reiji Maigo and she meets up with Shana and Yuji to explain its origins. It is revealed to be a treasure created by Pheles to ensure that her lover Johan would not die and stay with her forever. However, the pair was defeated somehow and the Reiji Maigo was lost, later being teleported inside Yuji. Wilhelmina warns Yuji and Shana to be on their guard against the possible return of Pheles to hunt down the Reiji Maigo.

Shana and the others enter the culture festival. Wilhelmina decides to delay telling Margery about Yuji's silver. Wilhelmina drags her to the festival to see Shana and the others. Margery eventually agrees to wait for the following night for Margery to tell her the entire truth of silver. Meanwhile Yuji, Shana and Kazumi ended up qualifying for the Grand Prix. In the end Shana ended up winning the best costume award. She plans to confess her love to Yuji on stage and just as she was about to do so, Yuji's hands touched another girls hands. The girl was mentioned earlier in the episode to be Alice, and just as Yuji's hand touched her, a tornado appeared. Pheles had made her appearance in front of Yuji, much to the surprise of the Shana and the Flame Hazes.

A Fuzetsu was uncontrollably set up by Yuji, causing Margery to go berserk upon seeing the colour of the flame. Wilhelmina attempts to control the Interpreter of Condolence while Shana prevents Pheles from taking the Reiji Maigo out of Yuji. Margery attempts to attack the source of the silver flame in her blind rage, but Yuji was protected by his anti-flame ring and Pheles, who was weakening significantly, with Shana and Wilhelmina working together to restrain both. After Satou and Tanaka plead with Margery to listen to an explanation, Margery realises her folly and calms down, but only to question Yuji about what he is. Pheles then explains that the Reiji Maigo isn't what it was meant to be, and requests The Interpreter of Condolence to check the Reiji Maigo. Margery then restores everything back to normal with the help of Wilhelmina's ribbons and Yuji's Power of Existence.

As Pheles recovers, she reveals the secret of the Midnight Lost Child, but even she says she does not know what is wrong with the Treasure Tool. Although Pheles is not trusted by the others, Yoshida invites her to attend the festival and Yuji agrees helping Pheles to survive by giving her some of his Power of Existence. At the end of the festival, Pheles' true self awakes and she again tries to get her beloved Johan back. When Pheles comes close to Yuji, a silver arm comes out of his Treasure Tool, piercing Pheles.

The Silver awakens within Yuji due to Pheles's second attempt to free Johan. Hecate's secret is finally revealed and so she joins together with Fecor the fight.

The festival ends without any more disruptions, and it seems that everybody forgot about Konoe. Before Pheles left, she gave Yoshida a secret Hōgu. She wants Yoshida to use this cross shaped Hōgu when something strange is happening to Yuji. It will summon Pheles, but to do so, the human who uses it will disappear due the limited power of existence. Yuji requested to get the sword Blutsauger as a weapon to fight.

Tanaka still suffers because of Margery's attack where she nearly killed Ogata. Because of this, Tanaka leaves Margery and Satou to live normally again. Yuji is slowly improving in fighting with a sword by training with Shana. The Tomogara are now attacking outposts of Outlaw to hinder Flame Hazes getting new information.

Yuji continues his training as if he was possessed by something. Shana is concerned about Yuji's sudden change. Also a Tomogara called Zarovee appears in Misaki City.

Yuji is confused by Shana and Kazumi's words. While thinking about their words, he is ambushed by a cloning Tomogara who has a secret plan Yuji must uncover. Yuji eventually uncovers the plan, and with the help of Tanaka, is able to inform the Flame Hazes. He dispatches all of the cloned Tomogara, while Shana and Wilhelmina defeat the hidden Watcher Tomogara. Just as they kill the Tomogara, a new flame appears in the recesses of the ruins induced in the fight.

The Destructive Blade, Sabrac appears from the explosion that engulf Yuji and everyone else. The overwhelming roar of flames covers Misaki city. Even with heavy wounds, Wilhelmina still faces her nemesis Sabrac.

Wilhelmina struggles against Sabrac who appears to be invincible. Yuji gathers Shana, Margery, Kazumi and Keisaku, and devises a plan to defeat Sabrac. They are successful in severing his energy reserves while Wilhelmina distracts him, and without Power of Existence to draw on, Sabrac loses two more swords and finally falls to Nietono no Shana.

Shana and Kazumi decide to write letters to Yuji, professing their feelings toward him through written words. Hecate suddenly appears and removes the Reiji Maigo from Yuji.

Yuji's Reiji Maigo had been taken out by Hecate who suddenly unexpected appeared alone. Bal Masqué's secret weapon, Taimei Shihen, finally starts to move.

The Statue of Pride is about to be born. When Yuji picks his sword up, he screams the name that he desires to protect, and that is Shana. After a fierce battle with the members of Bal Masqué, Shana is eventually able to break through and enter the Statue of Pride. She meets up with Yuji, and they run to fight the Tomogara with the Silver Flame at the heart of the Statue of Pride. Shana and Yuji fight together and eventually manage to beat the Tomogara, and Yuji regains the Reiji Maigo. With the heart destroyed, the Statue of Pride collapses, and Bal Masqué retreats. In the end, Yuji picks Shana over Kazumi Yoshida.