Ichise is currently living his life as a fighter in an underground fighting ring. He is incredibly strong and is rewarded for his efforts with a nice whore. She goes kind of crazy and he throws her off during their 'love making'. As a result, her 'employer', Aida, calls up a member of Organ, Isshii, to punish Ichise. Isshii cuts off Ichise's right arm. At the same time, we see our first sighting of Yoshii, a member of the Class who has come down to Lux for reasons unknown at this point. When he gets to the bottom of the stairs that connect the two worlds, he meets Ran, a girl from the nearby village of Gabe, which is situated on the outskits of Lux. Ran leads him to the Elder of Gabe where they are soon accosted by a couple members of the Alliance. Yoshii protects Ran and the Elder and fights them off. We are also introduced to Oonishi, the leader of Organ.

Things just aren't going Ichise's way. In an attempt at blind rage, he gets his left leg cut off by Isshii (in addition to his right arm in the first episode). Oonishi sees his men at the warehouse and scolds Aida for not coming to him first. He then tells Ichise that he won't kill him because he still has the will to live. After this, Ichise drags himself through the streets with his severed limbs tied to his good leg. He eventually fashions a makeshift crutch, but it doesn't help him that much. Yoshii and the Elder have a little chat. Yoshii says that he didn't come down for any particular reason. The Elder doesn't really know if Yoshii's coming is a good or a bad omen. He has Yoshii take the train to Lux with Ran. On the train, we learn that Ran comes to the city alone often and that she sells flowers at the market there. We also learn from the Elder that she has the ability to see into the near future.

We see some flashbacks of Ichise's childhood. His father was tortured and hanged for some crime he committed. A short time later, his mother became very ill and died. He received a vial from the hospital that contained some of her cells and he had kept it with him since. He wakes up in Doc's Lab and he freaks out that he doesn't have the vial. She tells him that she used the contents as part of a new Texhnolyze Unit that will become his new arm and leg. He freaks out, but she knocks him unconscious. Some men from the Alliance attempt to assassinate Oonishi, but fail miserably. We learn that Kimata, the Alliance's leader, is Texhnolyzed, which is strictly against their ideals. We also see Oonishi's wife, Mana, for the first time. She is very unresponsive and almost seems to be off in her 'own world'.

Yoshii explains the politics behind Lux: At one time it was ruled by the Elder of Gabe, but in recent times the power has switched to Organ because of their military strength and efficient organization. He says that the people of Lux have lost their 'natural healing process' in their bodies. He also says that the Class built their own world to live in isolation from the people of Lux. Doc explains all about the Texhnolyze process. Basically, is connects to the body's nervous system and transmits its own 'neural information' to the brain (hence why people with Texhnolyze have crazy vision). She also explains that the reason it all works is because of Lafia, which is mined in the Mine. Lafia basically relaxes the body's instinct to reject organs that are alien to the body and allows Texhnolyze to sync with the body.