Urd is now the Lord of Terror and delivers a final message before departing. Keiichi wonders if this is a joke, so Belldandy relates the story of Urd as told to her by the Almighty One. Urd is indeed the heir of the Lord of Terror (LOT) due to the fact that Urd has demonic blood within her. The Almighty One commands Belldandy to inform him if the Lord of Terror should appear as he will act on it immediately.

In the mountain cave where the Urn of Mao Za Haxon resided, Mara is surprised to have summoned Urd. LOT-Urd sees Mara as the promised servant which angers Mara. She attacks LOT-Urd who counters with a power Mara has not seen. LOT-Urd announces she is the Lord of Terror and gives the terrified Mara her first instructions.

Back at the Morisato residence, Keiichi is surprised at the news that Urd is only Bell's and Skuld's half-sister. Belldandy doesn't know if Urd knows the truth but doesn't want Skuld to know. Keiichi asks if Belldandy has to contact the Almighty One, but she is reluctant to do so considering what He'll do to her. Skuld emerges from Keiichi's hot cup of tea to ask if Bell is going to disobey orders. She'd been eavesdropping using a device she calls Mr. Ear. Skuld offers Belldandy her assistance in defeating LOT-Urd. Keiichi feels they are worrying to much since this is Urd they are talking about, but changes his mind when Belldandy remembers that the Lord of Terror will possess the Ultimate Destruction Program and be able to destroy the world.

In her new lair, LOT-Urd watches the giant TV she had Mara obtain for her. Mara isn't happy about this and inquires how LOT-Urd plans to destroy the world. LOT-Urd announces she will instead destroy the universe. Mara wonders if LOT-Urd even has a plan. In response, LOT-Urd causes a lot of coin Yen to drop on Mara while she attempts to devise a plan. A giant robot on TV gives her an idea.

Keiichi has put on a large number of good luck charms to protect himself as Belldandy serves him tea. She tells him that since Urd has changed, she might not be able to defeat her. Keiichi states that he will not run away which pleasing Belldandy. LOT-Urd arrives on scene on top of a giant mecha creation which seems to be made up of giant spiked maces. She destroys the temple and soon Keiichi discovers that his good luck charms are worthless. Belldandy saves him from being crushed as Skuld emerges with her mecha-exoskeleton she has named Hercules I which uses Keiichi's BMW bike engine as a power source. Keiichi gets inside but is no match for LOT-Urd's creation. However, he has an idea which Belldandy acts upon. She casts a spell causing the bolts holding LOT-Urd's device together to be removed.

As the device crumbles, the trio can't find Urd. Mara suddenly appears and attacks Belldandy, attempting to seal her power. Keiichi runs to defend Belldandy causing Mara to accidentally capture him instead of her intended victim. Returning with him to the lair, LOT-Urd figures that holding Keiichi can't hurt. Back at the temple ruins, Belldandy has transformed into her goddess battle garb and is angry about what has transpired.