In pursuit of Raoh, who has abducted Yuria, Kenshiro rushes through the wasteland.

Meanwhile, Raoh has taken refuge in his secret castle.

Raoh: I fear Kenshiro... impossible!

Then Raoh made his move, to the village when Fudou lives with his orphan children. Raoh's evil hand draws near. What is Raoh, the ruler of the century's end, up to? What is the fate of Fudou's children?

A Challenge From the Demon!
Fudou, Be the Demon for Those You Love!!

Fudou asks Raoh what brings him here. Raoh says he wants his fists, and his life. To become the demon king, he needs the blood of a demon, which flows within Fudou. Raoh says that Fudou is now a good man, beloved by all. But no matter how hard he tries to conceal it, the blood of a demon flows within him. He has come here to take that blood! Bat and Lin wonder what Raoh is talking about.

Raoh says Fudou shall become the blood sacrifice that he needs to defeat Kenshiro. Fudou asks Raoh if he is now afraid of fighting Kenshiro. Raoh laughs and tells Fudou to become a demon, and fight him. If he refuses to fight, his children will all be killed.

Fudou says he will become a demon, as if he doesn't, he can't defeat Raoh. He tells Raoh to follow him, and starts to walk off. Raoh thinks about the fact that Fudou was the only man he ever feared during his youth...

In the dojo, several students meet their and at Fudou's hands. Raoh stays back, and watches as Fudou walks further into the dojo.

Two students challenge Fudou, and one of them tells him to not underestimate the North Star divine fist. Fudou tells them to shut up and take their best shot. The two students attack, but they can't strike his pressure points -his flab protects him. Fudou asks them if they thought they could defeat him with moves like that.

He kills one of them by breaking his face with a finger poke. The other guy tries to run, but Fudou catches up with him and smashes him across the room.

The other students surrender, and beg to be spared. Fudou tells them that in battles, you either live or die -one or the other. He wants to know if there's anyone here who'd fight for their life. Because if not, he'll take the money and food they have. He goes over to a treasure chest, and picks it up.

He senses Raoh, and asks him if he's prepared to die. Raoh seemingly can't move, so Fudou turns around and starts to leave.

Ryuken introduces himself, and asks him a question: what does he think of a man's life. Fudou says that life is an infestation, and everyone is a maggot. Ryuken think Fudou is pitiful, but Fudou doesn't care about what he has to say. He leaves the dojo, as Raoh watches him go.

Ryuken asks Raoh if he can't move -could even he not defeat the demon? Raoh thinks that Fudou's spiritual energy prevented him from moving.

Back in the present, Raoh thinks that Fudou definitely had the spiritual energy of a demon. For him, that was the one and only time he'd ever felt fear. He intends to now swallow that spiritual demonic energy, and drive out his fear of Kenshiro. As they continue to walk, Fudou thinks that back then, he'd use force to kill, steal, eat and drink. It was a demon's way of life...

Fudou runs riot through a town, smashing things apart. He sees a building and thinks there's valuable stuff inside it, so he walks over to it.

Before he can open the doors, a girl gets in his way. A guy Fudou injured tells Yuria to get back, as she must not defy Fudou the Demon.

Yuria shakes her head, and stays where she is. Fudou is amused that she isn't afraid of him, and goes to hit her. But he stops his fist right before her face. Yuria still doesn't move.

Fudou wonders just what she could be trying to hide, what is she trying to protect with her life? He opens the doors, knocking Yuria out of the way. He is shocked to see that inside...

...is a dog, who has given birth to some puppies. Yuria goes in and says the dog has given birth, whilst Fudou just cannot understand why this child risk her life just to protect some dogs.

Yuria passes one of the dogs to Fudou. As Fudou looks at the puppy, something changes within him. Yuria says the dog is alive, and that this is life.

Fudou thinks about that word: "life". Nearby, Rihaku has been watching, and says that the demon has lost.

Back in the present, Fudou thinks about how he grew up without a mother or father. That led him to believe life was only an infestation, like maggots. He arrives at a structure, and opens it up. As he does, he thinks that it was that vulnerable puppy that made him think twice, and inside that young Yuria, he saw the mother he never knew. He's put aside his demon armor since that day, and became one of the five chariot stars. He'd vowed to live as Fudou of the mountains, but now, the time has come for him to put back on the armor.

Fudou puts on his armor, and says he shall become the demon again, but will fight for innocent lives. As Bat, Lin and the other children arrive on the scene, everybody starts cheering for Fudou.

Rihaku also arrives, saying he knew Raoh would be here. Raoh is fighting against fear, as he was frightened of Kenshiro's nil-thought rebirth technique. Since then, he has been struggling with fear. To get rid of one's fear, you must face a greater fear. The greatest fear that Raoh has ever felt was when he met Fudou the Demon as a boy.

Rihaku says the only way for Raoh to lose his fear of Kenshiro is by fighting Fudou. Raoh asks Fudou if his demon's fighting spiritual energy has been revived, and beckons an underling to come over. Raoh says that Fudou can do nothing with his rusty demon fists, and tells his underling to attack. The guy, who is armed with an axe, leaps towards Fudou.

Fudou hits his opponent's arm, causing it to blow apart. He then grabs his head, and starts to crush it.

Bat tells the other kids to look away, as Fudou kills his opponent. Spirit energy emits from Fudou's body.

Raoh tells Fudou that's the spirit and fists... he's now the Fudou he remembers! He thinks Fudou will now be a worthy sacrifice, and he will swallow that fighting spiritual energy of a demon. He slices a line into the ground, and tells his men that if he steps back over it, they are to show him no mercy -he wants them to shoot him with their arrows. His men prepare their weapons.

Raoh steps over the line, and thinks that if he retreats back over it, he'll die here. He'll be an insolent brother who couldn't even defeat his youngest brother. He removes his cape.

Meanwhile, at one of Raoh's fortresses, some guards are wondering about what they should do if Kenshiro arrives, as the Fist King is gone. One of them says that Kenshiro's eyes are wounded, so if they all gang up on him, they'll defeat him easily! A voice asks if he really thinks that, and the guard says it'll be a cake walk. The voice tells them to go ahead and try. The guards turn around...

...and see Kenshiro is in the room with them. He quickly knocks them all down, but as they yell, more guards run into the room. They charge forward.

Kenshiro takes them all out quickly, leaving only one standing. Kenshiro hits a pressure point on him, and asks him where Raoh and Yuria are. The guard doesn't want to talk.

Kenshiro slaps some sense into him, and asks again. The guard says he's famous for his tight lips, so Kenshiro hits him again. The guard decides he'll tell Kenshiro what he wants, and reveals that the Fist King has gone to Fudou's village. Yuria has been taken to another castle, but he really doesn't know where.

Back at the village, the fight between Fudou and Raoh begins. Fudou goes for a punch, but Raoh jumps up and then strikes him in the chest.

The men with Rihaku want to attack, but Rihaku stops them. He tells them that if they try to help, the Fist King's soldiers are sure to attack the children. Raoh beckons Fudou to come at him again, and Fudou gets back up, He charges again, but Raoh punches him in the face.

Fudou is knocked down. Raoh says that he is not the same person as Fudou knew, and he has no fear of Fudou the Demon now. As he thought, his fear of Kenshiro was only a delusion. He says he has no further use for Fudou, so he shall now die, along with all of his children.

Fudou says they'll see about that, and gets back up. He tells Raoh he's only just begun to see the demon within him. He charges again, but Raoh hits him in the chest, plunging his fists straight into his body.

Fudou falls, and Raoh doesn't think much of the demon's strength -he guesses sympathy does weaken one's fists. But he finds he can't pull his fists back out, as Fudou revives. Raoh looks into his eyes, and thinks that the light in those sad eyes is the same as what he saw in Kenshiro's eyes. This is it... this is fear!

Fudou grabs onto Raoh, and starts to crush him. Raoh tells Fudou that now is the time when he swallows fear with his blood! He manages to pull one of his fists out, and then strikes Fudou.

Elsewhere, Kenshiro's shoulder pad suddenly cracks. He starts to run towards Fudou's village.

NEXT EPISODE PREVIEW

Raoh, feel the power of innocent tears! Even if this body is destroyed, victory shall be mine! Next time, on Fist of the North Star: "Fudou, the Gentle Warrior! His Tears Awaken a Fiery Soul!!"

Kenshiro: The North Star code... I will uphold it.