Ken goes to the luxurious residence of his old friend Karl III, with whom he had lost contact. Karl is the successor to the leadership of a group of 300 enterprises in the whole world and is now organizing a meeting of the former pupils of the flying school which he and Ken attended. But Ken's heart is heavy because he has a task to verify whether or not the rumour that Karl wants to build an empire and conquer the world is true. But the rumour is true as Ken finds out when he's searching the house, whereby Lisa catches him. Together they find a secret passageway and hear Karl speaking to his troops. Karl is also secretly collaborating with Galactor. He offered them the Mantle Power-up Plan in exchange for weapons. Ken and Lisa are detected though. Karl tells Ken the truth and then wants to execute him and his fiance, Lisa (who also attended the flying school together with Ken and Karl). In that moment Gel Sadra appears before Karl and points a gun at him. He was also being used by Galactor. Lisa dies protecting Karl. After Lisa's death, Karl gets very angry at being used and runs towards Gel Sadra. He is consequently killed as well, but before dying he activates a self-destruct mechanism he installed beforehand. Ken has not been able to save the two and vents his anger on Gel Sadra who however slips away again however, just before the house blows up