After his inexcusable failure, Lee Coleman is executed by Jimmy Gates' henchmen. Meanwhile, Akira, Pai and Jacky pass by a small town for a lunch break and hopefully a new spare tire for Jacky's van. In a small bar, the gang discovers they are wanted by the law, courtesy of the Koenkan. A lone sheriff manages to capture Pai, but Jacky and Akira manage to escape. The sheriff chases them until Jacky and Akira decide to surrender peacefully. Meanwhile, Pai is detained at the sheriff's jail when Koenkan henchmen disguised as F.B.I agents take her away. The sheriff, Akira and Jacky arrive in time to witness Pai's abduction. The sheriff questions the F.B.I agents, but ends up being ignored and harassed by them. Convinced this was all a scam, he lets Akira and Jacky go to help rescue Pai and they do-wild west style!

After a brief period in jail, Akira and Pai are released, but Jacky isn't because of his bad behaviour towards the guards. Pai and Akira have to raise money for Jacky's bail, so they work as construction workers. While working, Pai notices a woman being chased by two thugs and beats them up. Unfortunately, it was all an act for a movie that was being filmed. The producer takes a liking to Pai and decides to cast her in the lead after the star actress quits. After filming a few scenes, the stunt men thst Pai tangled with before ask for a picture with her. They soon reveal that they're with the Koenkan and capture Pai. Akira rescues her and fights the henchmen while the film is rolling. Pleased with the footage, the producer hands Pai a check and tells her he still wants to make her a star. Pai and Akira then bail out Jacky and head for a motel, where Jacky receives a mysterious phone call from Sarah, saying she's in New York.

The gang arrives in New York. Pai, left alone with the luggage, is hustled by a clever thief and they're left without luggage or money, so they take shelter in a cheap motel. Jacky blames Pai for being careless with the luggage, and she gets fed up and storms out of the motel. Akira finds Pai in the city and tries to comfort her. Then they save a defenceless boy names Jimmy who was being harrassed by thugs. They take Jimmy back to the motel, where he tells Jacky that he knows where Sarah is. Jimmy takes everybody back to his apartment just in time to see a bunch of thugs carry Jimmy's sister and (could it be?) Sarah to the subway. The gang chase them and hop a ride onto the subway. There, they meet up with Kruger, a skilled martial artist, and Akira makes short work of him. Kruger confesses where Sarah is going, but then he manages to escape. They follow him on foot through the subway only to discover his body! Who could have killed him?

Akira and the gang travel further through the subway tunnels and discover a secret underground fighting arena and casino. There, they are captured by Clyde, the organizer of the establishment. Clyde strikes a deal with Akira and Jacky promising he will free them and take them to Sarah if either of them agrees to fight in the ring. For Sarah's sake, Akira volunteers after knocking out Jacky, preventing him from fighting and risking his own life. Akira squares off against Wolf Hawkfield, the champion of the arena. Akira doesn't do so well at first, but Pai reminds him of the Eight Stars and he wins. Being a good sport, Wolf congratulates Akira, then Clyde betrays them.

Jacky, Pai and Jimmy are taken to a secret room while Akira is apprehended by Koenkan Henchmen. Pai and Jimmy are taken to Clyde's control centre where Jimmy reveals that he is the head of the Koenkan in America. Meanwhile, Wolf tries to rescue Akira from the Koenkan guards but ends up being overhelmed by guards. Akira is then placed in a room with Jacky and they are forced to fight each other if they wish to get Sarah back. Just as they begin their fight, Wolf finds the control room and frees Pai and lets Jimmy go, not knowing that he is with the Koenkan. Jimmy is confused and enraged that Wolf continues to help Akira after he was beaten by him and activates the self-destruct sequence. Pai stops Akira and Jacky's fight and Akira goes after Jimmy. Jacky and Pai make it to the surface without Akira. The arena explodes...

After grieving Akira's assumed demise and wondering if he survived, Pai and Jacky continue their search for Sarah in Holland. There they meet a little girl named Lily Anna where she asks them to be her bodyguards for her dance studio. Meanwhile Sarah continues to be brainwashed as Kage-maru looks on. Pai and Jacky arrive at the studio to find gangsters trashing the place saying they have an eviction notice. After fighting off the gangsters, Lily's mom, the owner of the studio, says the notice was forged. Lily tells Pai she's in love with Jacky and asks her for advice. Pai finally reveals her true feeling for Akira. The gangster return to the studio and reveal that they are a part of the European branch of the Koenkan. Pai and Jacky manage to defeat them and destroy the forged contract. The last scene shifts to a boat where Akira and Alexander are seen alive.

Akira and Alexander are passengers of a fishing liner and meet Jeffrey McWild, noble fisherman. Jeffrey tells Akira how he ended up on the boat thanks to the help of Jimmy, who had a change of conscience and saved Akira from the explosion. Jeffrey explains his dream of catching the Satan Shark and why he works as a fisherman: to provide for his family and to save up for his own boat. Both of them meet Jack Moreno, an army mercenary from the Rafale Corporation. Meanwhile, Pai and Jacky are captured by the elegant and deadly Hauer sisters, the leaders of the Koenkan European branch. Back on the boat, Moreno tries to strike a deal with Jeffrey, trying to make him give up his island, which Rafale company wants to use to test its weapons, for a large sum of cash and his dream boat. Jeffrey refuses and so Moreno destroys Jeffrey's little fishing boat. Moreno then gathers his troops to do a little physical persuasion on Jeffrey, but Akira and Jeffrey defeat them.

Kage-maru takes an unconscious Sarah to safety in a forest. He wakes her up only to be attack by the all new Sarah Bryant - the Ultimate Warrior. Unable to comprehend why Sarah is acting the way she is, Kage-maru flees. Eva Durix enters the scene and congratulates Sarah on her first field test. Meanwhile, Akira arrives in Paris hoping to search for his friends and a decent meal. In a desperate attempt to gathther money for food, Akira uses Alexander as a sidewalk performer to peddle for change. In a passing limo, Lion Rafale (not La Pearl like it says in the subtitles) sees a crowd gathering around Akira and Alexander. Lion orders the driver to stop and exits the limo to check out the action, much to the dismay of his guardian. She then calls in some goons from the Rafale corp. to retrieve Lion but Lion kicks their butts with the help of Akira. Lion's guardian reports to his father who is extremely upset at what a delinquent Lion is and resorts to using the Koenkan to capture him. After treating Akira to a grand meal, Lion tells his troubles to Akira. The scene then shifts to Jacky and Pai being held at the Koenkan Euro-HQ. Outside the restaurant, Akira and Lion are jumped by the Koenkan and "captures" Akira, Lion follows them. Akira is then taken to the cell rooms where Pai and Jacky are being held. Akira beats up the guards and is reunited with Pai and Jacky. The three head to the main lobby and to meet up with Lion. They are then confronted by the Hauer sisters. Lion injures one of them and the retreat outside. The gang follows the Hauer sisters only to find both of them laying unconsious under the feet of the new Sarah Bryant.

The gang could not believe how much Sarah has changed. Jacky tries to confront Sarah but ends up cracking his ribs. Just as Sarah was about to finish off Jacky, Kage-maru comes to his rescue. Eva, who is monitoring, tells Sarah to return. The gang retreat to shelter to heal Jacky and gather their thoughts as to what happened to Sarah; explainations provided by Kage. Lion becomes suspicious of his father's company being tied to the Koenkan and sneaks off to the Koenkan Euro-branch with Pai to investigate. The two arrive in front of the building with Sarah lurking in the background. Via radio, Eva orders Sarah to attack Pai to get Akira's attention. Lion tries to hold off Sarah but fails. Akira and Jacky managed to find Lion and a Pai who is now being assaulted by Sarah. Sarah injures Pai right in front of Akira, making him angry. Akira feels he has no choice but to fight.

Sarah attacks a reluctant Akira while Eva Durix monitors and gathers Akira\'s fighting data. Jacky, who is unable to fight or bring Sarah back to her senses, tells Akira to fight back. Meanwhile, Kage manages to find the truck where Eva is monitoring from afar. Eva orders Sarah back to help her fend off Kage. Kage and escapes from Sarah and Eva and the two retreat. The gang head to a hotel to recover. Akira recieves a phone call from Kage saying that Sarah is being held in Germany. All of a sudden, the room is raided by Jack Moreno and his gang of soldiers from the Rafale corporation. As usual, Akira and the gang kick butt and prevent Lion from being captured. They then head to the airport. Lion decides to stay behind in hopes to confront his father and change the Rafale corporation.

Eva conducts business about her project with a representative from the Rafale corp. Ryu then becomes suspicious of Eva's activities behind his back. The gang infiltrate the Koenkan HQ with the help of Kage. Ryu & Eva discovers them and take action. After a fierce battle with a flock of Eva's battle droids, the gang decides to split up and look for Sarah. Jacky manages to find Sarah and the two square off in an emotional battle. Meanwhile, Akira and Pai are attacked from out of nowhere by Ryu Kowloon himself. Ryu knocks Akira out and captures Pai. Akira is NOT happy. Meanwhile, Jacky continues to fight Sarah, when Kage comes in and destroys the device from Eva's hand controlling Sarah. Jacky takes advantage of a caught-off-guard Sarah and knocks her out, bringing her back to her senses. Eva and Ryu along with an unconsious Pai in his arms flee via helicopter. Then Ryu activates the self-destruct switch, blowing up the HQ and causing a flood. Akira, Kage, Jacky and Sarah manage to swim to safety. A very upset Akira now sets his mind on rescuing Pai.