In the beginning of the movie, 20 years ago, on the moon, the 4 Ultra brothers, Ultraman, Seven, Jack, and Ace were fighting a deadly foe known as Yapool, a monster that was several times their size. As they fought, Yapool had a clear advantage and used his several claws to grasp the brothers, although, they managed to clear from the claws through there powers and used a combined Specium Ray to no avail. The monster then flies off to Earth to dodge the attack and the brothers follow. The brothers were barely able to defeat Yapool but the monster still needed to be sealed. However, to seal Yapool away they were forced to give up the ability to transform, and took up jobs to be in the area of Kobe in case the monster ever returned.

Kaori, a doll hairdresser, is a demonic woman who has been alive for over 900 years. She has maintained her youth by drinking the blood of young men while waiting for her husband, who disappeared shortly after their wedding. However, when Kinosaki, who looks exactly like her husband, uncovers her true identity, Kaori transforms into a terrifying figure.