The episode starts with both Anarchy sisters, who are sitting on their living room, tuning their weapons. Panty complains about how she wants to go out during the weekend, but Stocking reminds her that Garterbelt told them to finish fixing their weapons. However, Panty assures Stocking Judgement's will tonight is for them to go to the lingerie run, held at Daten City High.
Meanwhile, Brief, who somehow manages to sneak into the party, is being bullied by a couple of boys, when Panty and Stocking arrive. The angels are welcomed by the student body, and the Anarchy sisters then proceed to clasp the girls' breasts and the boys' crotches respectively. Panty starts stripping Brief out of his clothes in order to look at 'the goods', when Master G, the host of the event, finally makes his appearance. Master G proceeds to explain the event's history and purpose, but is interrupted by Panty who throws Chuck at him.
That is the incentive for the race to begin. Panty starts jogging beside a bunch of beefy guys, while Stocking is being carried, since she didn't want to run. Brief, on the other hand, is being chased by some of the students, but upon noticing Panty beside him, he is distracted and falls face-first into a garbage truck. Some of the students start running on the opposite direction due to a ghost that has eaten their underwear. Master G tells the Anarchy sisters to defeat said ghost.
Panty tries shooting the ghost, but Backlace didn't have any bullets. Stocking then tries slicing the ghost with her katana, but it is unaffected, and even broke one of her Stripes. The situation goes worse when the ghost eats Panty's panties and then goes off at full speed. Panty calls for Chuck, who comes driving See Through. Panty tells the boys to do a handstand in order to steal their briefs and tries to transform them into guns, but each time she does it becomes a failed attempt due to the boys' penis sizes.
Panty ran out of briefs to transform but notices the ghost not wanting to eat Brief's briefs because they were filthy, she takes them. To her surprise, they eventually transformed into a huge shotgun which makes it easy to kill the ghost. The ghost explodes and it leaves two Heaven Coins behind. After defeating the ghost the sky starts raining underwear. Master G then gives the students a speech about lingerie, while Panty and Stocking leave to return home. Once they arrived they turn on the TV on and see Master G getting arrested on the news for hosting the lingerie run.