Jagi's men are trying to fend Rei off, but he makes his way up to where his sister is and kills anyone who gets in his way. He finally reaches Airi and asks if she is O.K. but she just says that he must be her new master and she will do anything that he commands. Rei takes Airi to a safer place and Ken presses some of her pressure points, telling Rei that with time she will eventually recover and be herself again.

Kenshiro goes outside and thinks about the city Jagi mentioned: Southern Cross. Bat and Lin have been following Kenshiro and drive up to show something wonderful: Lin planted one of Yuria's seeds and it is growing into a flower! Meanwhile, Rei is talking to Airi and trying to get her to remember who she really is. He gives her her wedding cape and as she touches it it brings back memories. She realises that the man with her is her brother, but she is so ashamed of what has happened to her she refuses to open her own eyes, and doesn't even want Rei to look at her.

Rei takes her outside but she is still too afraid to open her own eyes. Bat says that maybe it is for the best as the world is such a horrible place to live in that she probably won't want to see it, but Lin says the opposite -they can make this world a better place again. By working together, Lin gives examples of the various things, like vegetables, that people will be able to grow and then presents Airi with the flower bud she has -Airi is surprised that something like that could exist and Lin tells her that if she doesn't open her eyes she'll never get to actually see it.

She finally manages to open her eyes and gets to see her brother again. As everyone is relieved that Airi can see again, Rei thinks about how lucky it is that people like Kenshiro and Lin exist in this terrible age.

Meanwhile, Raoh is back -and he now has his own massive army, who are out and about in their vehicles whilst Raoh himself rides on his horse, Kokuoh-Go. Raoh has also given himself a new name, Ken-Oh (Fist King).

It is nighttime as Southern Cross. Inside the palace, Shin walks into the throne room to find Yuria. He thinks that she is the most beautiful woman on the planet, but he then sees that she has rejected his gifts of jewels. He wonders why she refuses to love him -she must be one of the only women in the world to be living in this type of luxury.

But the only thing Yuria really wants is Kenshiro and she refuses to believe Shin's claim that he is dead. Shin tries to explain to her that her other desire to revive the world is something that will not happen as most soil has been ruined, but instead she must stay with him at Southern Cross as he wants to make it into a new kingdom. He built this city for her, and there is some soil here that seeds can be planted in and they will grow -they can start things again. He goes on to say that she will bear his child and that force is the only way they can live in this age -he had to defeat Kenshiro, as if he didn't someone else would have, as he was too weak to live in this age.

Meanwhile, Ken, Rei, Bat and Lin have set up a camp, and as the kids sleep Rei talks to Ken about Yuria. Ken mentions that she is from the same Nanto bloodline as Rei and that she is his girlfriend. His master, Ryuken, wanted to unite the North and South by having Kenshiro and Yuria together. All Ken wants to do now is get her back, whilst living the Hokuto way in peace. But Rei says that as long as his enemies are still out there, this cannot happen.

Ken-Oh plans to take over the world and any land he and his army goes through is theirs for the taking. As they head through a canyon they come across a gang known as the Fang clan. The leader of this group, King Fang, tells Ken-Oh that he is trespassing on their territory -they should all leave now, or they will be destroyed.

Completely ignoring him, Ken-Oh gives a signal for his troops to march forward and Uighur, the Commander of the troops, tells them to charge. The two armies run towards each other and clash and soon a bloody battle begins.

Ken-Oh's army consists of powerful soldiers who don't seem to care or question what they are going up against, and it looks like they are going to win. King Fang notices this however and decides it is time for him to get involved. He turns his body to steel by using a technique known as "Kazan Kougai Kohou" (Mount Hua Steel Armor technique). The other Fangs just get to watch as their leader strides forward and deals with any attackers in horrible ways, including catching one in his mouth. The soldier's swords shatter when they hit King Fang and he just keeps laughing...

...and keeps on killing. He draws out his own huge sword and the charging soldiers get sliced up badly as King Fang continues to advance. Uighur has more and more soldiers sent in, but none of them have a chance against him.

King Fang then reaches where Ken-Oh is. Uighur warns that he could never attack Ken-Oh, but Fang is determined to slice him in half with his sword and charges. But as soon as he is about to strike Ken-Oh's head, his sword shatters! Not put off by this, King Fang charges again but Raoh is so powerful he doesn't even have to move to attack, his "touki" (aura) can do that for him.

King Fang gets hit in the head a few times, but he recovers from this and tells Ken-Oh that whatever fighting style he is using, it is useless as nothing can break his steel armor. He then asks why Ken-Oh has put his hand up for no reason, and then finds out when he is hit with an energy blast...

...which sends him and most of his clan flying. But he is hit with the brunt of the blast, which is so powerful it sends him straight through a mountain before he smacks into a cliff. He still isn't dead though and says that he cannot be harmed, but then his steel body begins to crack.

Ken-Oh's attack has caused King Fang's body to explode and because it is covered with steel, lots of chunks of flesh burst out of the metal. A few seconds later King Fang is dead. As Uighur and the troops are watching, Ken-Oh tells them that a man like King Fang never would have been any use in this age, and the rest of the clan must be wiped out.

Back in Southern Cross, Shin has found out about Ken-Oh and has also learnt about his plan to rule the world. Deciding to head out and stop Ken-Oh's forces from taking over more land, he is about to leave when Colonel, the Commander of his troops, appears to tell him that Ken-Oh and his army is heading towards Southern Cross, and are not that far away. He also brings news that Jagi has been killed, and the one who ended his life was Kenshiro. Yuria hears this and goes back to her room, deciding that now she knows that Ken is definitely still alive, she must find him.

Yuria changes clothes and then tries to make it out of Southern Cross. It is a lot easier than she expected, as all of Shin's troops on preparing for battle, so she manages to slip by undetected. Southern Cross is on top of an old subway station and after finding an entrance to it, Yuria heads through. The Colonel is trying to organise his forces when Shin asks him if he has found Yuria yet. He hasn't as he is getting ready for battle, so Shin kills him -all Shin wants is Yuria, nothing else is as important as finding her. Down in the subway, Yuria continues on, surrounded by the skeletons of the people who were trapped down here when the nuclear war started.

Heading up some steps, Yuria sees light and comes across a shutter door. As she tries to lift the door up, someone gives her a helping hand on the other side but it isn't good news: Ken-Oh has found her. Meanwhile, in his fortress, Shin watches as he sees that Ken-Oh's forces are heading towards his city. He thinks that even if Ken-Oh is coming here, he will still win. He had this city built for Yuria, and he intends to get her back no matter what.

But then Ken-Oh blasts down the walls and enters the room. He tells Shin that he has claimed Yuria. Shin says that he has come a very long way just to tell him this and that thanks to him, his fighting spirit has been revived. He will now kill Ken-Oh and take Yuria back. Ken-Oh is pleased that Shin wants to fight, and tells him to attack in any way he likes.

Walking across a desert, Kenshiro is heading towards Southern Cross but as he finally sees the city in the distance, he can also see a lot of black smoke rising out of it. He runs the rest of the way there to find buildings on fire and many people dead -there are no guards alive to try and stop him. He enters the large fortress and inside it he finds many dead bodies.

After a while Kenshiro finds a room with a single man in it -Shin. He tells his former friend that he climbed out of the depths of hell in order to defeat him, and demands to be told where Yuria is. Shin says that if he wants her back then he should come and get her himself, and then attacks Ken with a technique known as the Nanto Senshu Ryu Geki (South Star thousand dragon head attack), but Kenshiro stops it.

Shin realises that Ken isn't the man he once knew and he then gets punched in the face. He crashes into a pillar from the force of the blow, but he can no longer fight as his chest is suddenly pummeled -Ken realises that someone else has got to Shin first and used Hokuto Shinken to critically injure him. Shin tells Kenshiro that no matter how hard he tried, he couldn't get Yuria to love him and shows Ken the wedding dress that she was going to wear for their wedding day. But Yuria is now gone, Raoh has taken her away.

He explains that Raoh now has the name of "Ken-Oh" and plans to take over the world and conquer the heavens. He and Yuria have gone to a place known as Cassandra, and with his last words he tells Kenshiro to go there. Shin then succumbs to his injuries and Ken places the wedding dress over him before he departs.

At Cassandra, Ken-Oh and his army are out and a large crowd has gathered, chanting his name. Bat, Lin and Rei happened to be passing by the city and when they see the crowds, they go to see what's up. Bat and Lin want to get a better look at Ken-Oh's army and leave Rei behind to join the crowd. As Lin is so small she can't see anything from the back, and so instead crawls through part of the crowd to see things up close.

Kokuoh-Go suddenly stops and as Ken-Oh wonders what is wrong with him, he realises that his horse has stopped for a reason. He turns his head to see Lin in the crowd. For a moment, he can only see her and she can only see him, but Lin then backs away and Ken-Oh continues moving forward. Lin was scared of him, but then goes back forward and sees a car surrounded by troops with a woman riding in it: she believes that it must be Yuria!

Cassandra has a large building which serves as a prison and it is where Yuria is being held. Outside, Ken-Oh thinks about how he will soon conquer the heavens and that up to now, anyone who has gotten in his way has been obliterated. But he also feels that an event is about to happen which shouldn't yet.

Elsewhere in Cassandra, Rei and the kids have set up a camp and Lin explains that she was certain she saw Yuria today. Bat thinks she is seeing things as Yuria is at Southern Cross, but Lin is still sure. Bat says there is only one way to find out, and as he's made his living being a sneak he decides to enter the prison building. Rei lets them go even though Bat doesn't want Lin with him -but she wants to also meet Yuria, as she wants to show her the flower.

Using a series of tunnels, the two arrive in the prison and carefully avoid the guards. They start to check cells and soon find Yuria, and Lin shows her the flower. Yuria is happy to see something like that again as Lin tells her not to lose her courage -Kenshiro will come here to save her soon. But Yuria says that Ken mustn't come here -as their fates will not bring them together. Bat and Lin can't argue with her as they hear people approaching, and they both have to leave.

Ken-Oh then walks in with a couple of troops and arrives at Yuria's cell. He sees that she has a flower and wants to know where she got it from, as flowers are not meant to grow in this dark age. She doesn't tell him and so Ken-Oh decides to execute her. The next morning she is tied to a huge cross, which is placed up outside the prison.

Uighur demands to know who it was that gave the flower to Yuria and that they should come forward, otherwise Yuria will be executed. Lin is going to go, but Rei stops her and says it will be alright, Yuria will be saved. He then walks forward and tells Ken-Oh who he is, whilst also stating that the flower was created from the love of Kenshiro and Yuria, with the nurturing care of Lin. He was the one who passed it to Yuria however. Uighur tosses the flower away before moving forward to confront Rei with his whips.

When Uighur tries to attack, Rei humiliates him by getting his two whips tied together. Uighur then removes the horns from his helmet to reveal that this were concealing many whips, and he uses a move known as "Taizan Ryu Senjo Ben" (Taizan Style Thousand streak whip). But as the whips hit the ground Rei has already leapt up into the air. An upside down Rei then uses his Nanto Suicho Ken behind Uighur...

...and then lands. Uighur turns around wanting to continue the fight but he then falls apart, Rei has sliced him up. As Rei walks towards Ken-Oh, Lin yells to him and says that he must not fight against him. Rei says that he owes his life to her and Kenshiro, and that she must take care of herself -children like her are the hope for the future. Ken-Oh realises that Rei seems to have some understanding of the grand scheme of things, and asks him if he thinks Ken-Oh's rule should continue. Rei just wants to fight him now, so Ken-Oh tells him to attack and try to at least get him down off his horse.

Rei leaps towards Ken-Oh -will he be able to defeat him?

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