The school is taken over by the demon sisters, Scanty and Kneesocks (the daughters of the mayor), and Panty and Stocking aren't pleased with the new changes they have made. In order to get their revenge, they team up with a Loser Ghost, who leads them to an underground factory where the demon sisters are producing Fake Ghosts. Whilst Brief escapes with the Ghoststone powering the factory, Panty and Stocking fight against the demons sisters.

After collecting the necessary Heaven Coins, Stocking manages to return to Heaven. However, due to her erratic sex life, Panty is forced to stay behind and redo her quota, with Garterbelt forbidding her from having sex. She and Brief go to a party, where a devious plan is being concocted by Corset and the Sisters, and Panty finds herself losing her angelic powers.