The 999 approaches the planet Visage of Memories, where the Conductor many years ago promised his lover, Marvelous, that he would make money on the 999 and return. A new passenger, Fimēl boards the 999 and treats the Conductor very rudely, then causes the train to derail with a device worn around her waist. Fimēl reveals herself to be Marvelous as she leaves the train, and criticizes the Conductor for not saving money, being content to merely be Conductor of the train. The 999 departs the planet, leaving the Conductor with only the memories of the kind person she used to be.