In February 1999, a string of murders has Shiki Ryougi and Mikiya Kokutou on edge. These crimes share a disturbing resemblance to a similar set of homicides from 1995, when Shiki and Mikiya first met, and awaken a dark, murderous desire that has laid dormant within Shiki's soul ever since then.

Because of the previous war, Kabucki-cho was devastated, and the owner abandoned his lingerie pub, "Pallion," and opened "New Papillion" in Akihabara. During the war, Tsubomi, and her colleagues Anne and Shizuku lost their memories, and they began new lives in Akihabara. On the other hand, the Susano, aliens who were invading the Earth, appeared. They turned a UMA (Unidentified Mysterious Animal) into a monster and make it raid on Akihabara. Rama the cat made Tsubomi and her buddies retrieve their memories, and let them fight against the monster as Lingerie Soldiers.

Naoko-san is an alien from the planet Yuri, who is plotting to conquer the Earth by yurifying it. Misuzu is a junior high girl and is always troubled by Naoko-san, who lives on the roof of her house.

DVD release of first Memories Off Concert held at Tokyo Kōsei Nenkin Kaikan in December, 2001. Features the cast of Memories Off and Memories Off 2nd.