The Lord of Terror, Urd, now controls the Ultimate Destruction Program. As such, she summons the giant wolf known as Fenrir. As Belldandy and Skuld watch in horror, the Almighty One contacts Belldandy. Since the UDP is now running, it will become a life form and attempt to wipe out the Universe. While he protects Yggdrasil, he gives Skuld a flute which contains the vaccine against the UDP. Belldandy is charged with the task of protecting Earth since her seal has been broken.

On the submarine USS Sea Monkey, a giant object is detected in the water. It approaches them at the speed of 90 knots, something no other vessel underwater can do. As it passes them, it causes them great damage before coming ashore. It is Fenrir with LOT-Urd. She commands it to consume the humans, but a giant bone appears before it causing Fenrir to chase after it. LOT-Urd sees it is an illusion but the giant wolf won't stop. Fenrir finds himself trapped within a powerful energy barrier and LOT-Urd discovers that Belldandy and Skuld had been waiting for them. Belldandy had been able to sense their every move and knew Fenrir would be the flesh form of the UDP due to a book which had been given her. The bone was courtesy of Skuld and her Mr. Opto invention.

Belldandy pleased with Urd to discard Lord of Terror's power and return to her old self. She then launches an attack to attempt to drive the Lord of Terror out of Urd. Her attempt fails and LOT-Urd summons Mara. She commands Mara to pour all of her power into Fenrir so that he will be able to free himself from the barrier. Mara knows this will result in her death and she attempts to flee. LOT-Urd will have none of that and strikes Mara down. She the reveals her trump card - the captured and miniaturized Keiichi inside of a small globe whom she threatens to turn into a human fly. Skuld wants to use the vaccine flute but Belldandy decides to take down the barrier.

Now free, LOT-Urd transfers power to Fenrir so that he can destroy the world. Fenrir takes all of the power causing the Lord of Terror truly awaken inside of the body of Fenrir. At the same time, Belldandy rescues the chibi*-Keiichi and promises to restore him to full size soon. Skuld discovers that Urd has now returned to normal though she is unconscious.

Fenrir reveals that the Lord of Terror and the Ultimate Destruction Program are in fact one and the same. Belldandy has Skuld play the vaccine flute which summons the ball of giant snakes known as Midgard. Midgard attacks Fenrir while Belldandy and Skuld celebrate an apparent victory.

*chibi - small, miniature