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They start to panic when Mitsuru, Yukari, Fuuka, and Aigis enter the hot spring. Back at the hotel, Makoto, Junpei, Akihiko, and Ryoji stay at the hot spring until the girl's bath time without their realizing. Yukari encourages her to keep living in her father's place as he wished her to instead of continuing to lament his death, convincing Mitsuru that she's not alone. At this time, Yukari confronts Mitsuru, who is still saddened by her father's death and pressured by the responsibility he left to her as the head of Kirijo Group, leading Mitsuru to lose her will to live. Makoto and his friends then participate in a school trip at Kyoto. As they do the club activities together, Makoto slowly become close friends with Ryoji, much to Aigis' dismay. Seeing that Makoto doesn't really do any after school activities, he suggests that they create a 'Helping Out' club, which Makoto reluctantly agrees to. Ryoji occasionally attempts to befriend Makoto despite the latter's refusal, following him everywhere and even takes the same part-time job as Makoto. He quickly gains Aigis' dislike who continuously states that he is not good. Entering new semester, a transfer student named Ryoji Mochizuki transfers to Makoto's class. Meanwhile, Junpei starts to grow closer to Chidori and develops feelings for her. Losing Shinjiro, Pharos, and Takeharu, and Ikutsuki's betrayal makes Makoto starting to detach himself from his friends, believing that bonding with them would only bring pain. Cornered, Ikutsuki falls to his death from the tower due to his gunshot wound.Дistraught by Ikutsuki's betrayal, Takeharu's death, and the Dark Hour remaining, Makoto and his friends are left wondering what they should do from now on. Just before Aigis could kill them, she regains control of herself and frees her friends.

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Takeharu breaks free and shoots Ikutsuki, but he is fatally shot as well by the latter, killing him. Using Aigis' controller, he controls Aigis to capture and crucify all SEES members except Takeharu whom Aigis holds at gunpoint. They confront Ikutsuki at Tartarus, revealing that he had changed the recordings made by Yukari's father to lead them to defeating the twelve Shadow Arcana, which will bring the end of the world known as 'The Fall'.

However, during the celebration party when the time reaches midnight, the Dark Hour started. The next day, Makoto and his friends along with Takeharu Kirijo decide to celebrate their victory for defeating all twelve Shadow Arcana and destroying Dark Hour. Following the Shadow's defeat, Takaya and Jin retreat while Chidori is captured by SEES. Awakened, Makoto and his friends succeed in defeating the Shadow Arcana and save Junpei. As they're fighting, Makoto is knocked unconscious and sees a vision of Pharos, telling Makoto that he will be leaving despite Makoto's plead for him not to. The movie starts with Junpei being kidnapped by a member of Strega, Chidori Yoshino, while Makoto and the rest are fighting Takaya, Jin, and the Shadow Arcana Hanged Man.

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