a 2004 12-episode anime television series directed by Hiroki Hayashi. Though the basic premise is in keeping with its predecessors Burn Up! and Burn-Up Excess it is an entirely new series with some new and some old characters, and a very different art style.Like Burn-Up W and Burn-Up Excess, the series centers on a busty police officer and martial artist name Rio Kinezono, leader of the super-secret squad known as Warriors. She just wants to find love in her life... so much so that she often changes around her living arrangements just to attract the right man. So far, the only man she was able to attract is her perverted superior, Yuji Naruo... and he's being protected by Matsuri Tamagawa, his overly-zealous girlfriend. Her Warriors teammates are Maya Jingu, a quiet girl but an extreme gun-nut, and Lilica Evett, a shy and insecure telepath.

In this series, Rio Kinezono is more interested in pursuing romance than fashion as in the earlier series. Her martial arts abilities are enhanced and she is even able to dodge bullets fired at her. The Maya Jingu character design is changed quite a bit, she has longer hair, shorter and less well endowed. Lilica Evette is a shy, insecure, and slightly clumsy psychic rather than the cheerfully energetic computer and tech expert. Yuji Naruo is now Head Chief rather than a fellow officer and driver, and continually makes inappropriate romantic overtures to Rio Kinezono instead of just being obsessed with seeing the girls in their underwear. The unnamed Commander is not involved in Warrior activities and has a more minor role than Maya the commander in the earlier series.