Tsubomi is a savvy and horny school girl who works at a lingerie club, a gentlemen's bar where scantily clad young women serve drinks to the patrons. She is useless at her job but is blackmailing her boss so she won't get fired. One day she runs into a gorgeous young man who she takes to bed. She meets into a perverted talking cat with a butterfly on its forehead, who recruits her to be a magical soldier. She has to fight off a dominatrix elf woman called Beene, a minion of Regina Apis, a matriarch bent on chaos and forming her new Dynasty. Tsubomi is learning of her powers when she is rescued by an oddly familiar masked man, known only as Dandelion. The plot of this anime is completely farcical and parodies the magical girl genre and Sailor Moon in particular.
 
(Source: Anime News Network)

The story takes place one year after the OVA. 
Because of the previous war, Kabucki-cho was devastated, and the owner abandonded his lingerie pub, &ldquo;Pallion&rdquo;, and opened &ldquo;New Papillion&rdquo; in Akihabara. During the war, Tsubomi, and her colleagues Anne and Shizuku lost their memories, and they began new lives in Akihabara. 
On the other hand, the Susano, aliens who were invading the Earth, appeared. They turned a UMA (Unidentified Mysterious Animal) into a monster and make it raid on Akihabara. Rama the cat made Tsubomi and her buddies retrieve their memories, and let them fight against the monster as Lingerie Soldiers.