Once， the two warriors， Milfy Blanch and Milfy Soleil， contained and sealed the gigantic evil Dibolos. But， the seal did not last long， and the revived Dibolos beat the two warriors. Blanch has lost Milfina’s power， and Soleil has gone missing… Middle-school students， Jun Asakura and Sora Ohsumi， meet on their way to school strange fairies looking like cute plushies. Surprised， the two ask the fairies and learn that they have fled their homeland， chased by Dibolos， the incarnation of evils. In front of Jun and Sora， who sympathize with them， suddenly appears Damack， the woman cadre of Dibolos， who demands to surrender the fairies. Knowing that she is the evil who has sent the fairies out of their homeland， Jun and Sora try to protect them (Cookie and Marble) from Damack. Irritated by the two fleeing her attacks， Damack summons Shebakzoh， the devil of evils. Jun and Sora do their best in defending the fairies， but finally they are cornered by Shebakzoh under her overwhelming power. Cookie and Marble， seeing warrior’s talents in the two， give Jun and Sora the fighting power. Transformed into Milfinas using the power， Jun and Sora are puzzled with their mounting strength， but they combine their power to down the assaulting Shebakzoh. Now successfully beating the formidable devil by their own hands， and renamed as Heart and Shell， they are rejoiced with their victory and determine to keep fighting to protect the world.