Yôkais learned the prophecy that the Beast Spear will break into pieces, so they decided that they offer Mayuko as a sacrifice like Jie Mei to create a new spear.
Ushio and Tora meets Hyou again. Hyou didn't lose his memory about Ushio, because he has a magical crystal ball instead of lost his right eye. They fight against a tiger-like yôkai Guren which is a carbon copy of Tora.
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.
Atsuzawa trusts an imposter of Jie Mei, JSDF goes ahead with the preparation for destroying the stone pillar in the depth of ocean where Ushio's mother Sumako has kept Hakumen imprisoned with her shamanic power.
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.
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.
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.
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.
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.
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.
