Vash, Wolfwood, Milly and Meryl are denied entrance into a town and so they take up with a group of orphans.  They learn more about what's happening around the world as the kids tell about how one their parents left them and their towns in a trance-like state.  The townsfolk arrive looking for Vash and company.  Sandworms show up causing everyone to have to make their way into the city for shelter.  Another member of the Gung-Ho Guns is controlling the worms as they enter the town, terrifying the people.