to race Ryousuke in three weeks, but on the way downhill, Emperor team leader Kyouichi Sudo in his Lancer Evo III (E3) overtakes Takumi; in the ensuing race, the AE86's engine breaks down. Ryousuke tells Takumi that he will challenge Kyouichi, and offers to lend him one of his cars, but Takumi declines. Bunta tells Takumi that Natsuki is visiting her hometown for two weeks. Bunta and Yuuichi have the AE86 outfitted with a new racing engine. Takumi struggles with the modified car well until Bunta shows him how to take advantage of its new mechanics. After seeing Natsuki with the Mercedes guy coming from a love hotel, Itsuki tells Takumi that Natsuki is a prostitute, which angers Takumi and they fight. The afternoon before the race he thinks he sees Natsuki in the Mercedes at a railroad crossing but is unable to catch up to them. He later calls Natsuki, who tells him she is coming back tonight but is with the Mercedes guy whom she tells they cannot see each other anymore. At the showdown, Ryousuke offers to team with Takumi on defeating Kyouichi, but Takumi declines. During the race, Ryousuke lets Kyouichi pass him and then follows closely. Ryousuke and Takumi use the gutter trick to overtake Kyouichi. Despite the warning messages of a driver going up the hill, Kyouichi's E3 tries to overtake the two but is forced to swerve off the road from the oncoming car and flips off the cliffside, totaling his Lancer Evo III. Ryousuke overtakes Takumi at the five hairpin turns. Bunta explains to the watchers that the FC's tires are losing their grip and that it is up to Takumi to compete against himself and not his opponent. Takumi undertakes Ryousuke on the last hairpin turn to win the race. Ryousuke offers Takumi to join his new racing team, but Takumi goes to see Natsuki. However, he sees the Mercedes guy drop off Natsuki with a hug. Takumi and Natsuki see each other but Takumi runs away, while Natsuki falls to the ground crying. Takumi tearfully drives away. Takumi calls Itsuki to apologize and then calls Ryousuke to accept his offer to join Ryousuke's team (Project D). Cast Jay Chou as Takumi Fujiwara Anne Suzuki as Natsuki Mogi, Takumi's classmate and love interest Edison Chen as Ryousuke Takahashi, leader of the RedSuns Anthony Wong as Bunta Fujiwara, Takumi's father, a former