As they ride back on a train, Lelouch asks C.C. if she’s his enemy or ally. He asks if Mao’s Geass power is even possible, and she explains that the Geass manifests differently in each person. Mao’s powers allow him to read a person’s thoughts up to 500 meters away, making him the worst type of enemy for Lelouch. C.C. explains that Mao made a contract with her 11 years ago, and his target is her, not Lelouch. Lelouch asks if Mao has any weaknesses, and C.C. explains that although he has no usage limits and doesn’t need to make eye contact, he can’t turn off his power and has to listen to people’s minds all the time. Mao walks through a quiet library and is pestered by people’s thoughts, so he plays voice recordings of C.C. to calm himself. Back at school, Lelouch has tea with Nunnally and uses his laptop to monitor the surveillance cameras in and around the clubhouse. A gun dealer refuses to sell Mao weapons because he doesn’t have a permit and is from the Chinese Federation, but Mao uses Geass to blackmail the dealer because he sold weapons to the Black Knights. C.C. tells Lelouch that although it’s important to protect Nunnally, they’re wasting time by sitting around and not going after Mao. She thinks he should use her as bait to draw Mao in. Lelouch asks if the same thing will happen to him over time with his Geass power, or if it’s a result of failing to fulfill the contract. C.C. explains that the Geass power increases with use, and some people become consumed with the power. Lelouch tells C.C. that she’s despicable for abandoning Mao and should’ve either killed him or taken away his powers when he failed to fulfill the contract. At the Lancelot hangar, Cecile informs Suzaku that he needs to take a physical. Suzaku asks her if it’s possible to meet Euphemia, and Lloyd says someone has to have a court rank of at least knight to request an audience. Cecile says it would be possible for an earl like Lloyd, and Suzaku is shocked to hear that Lloyd is a noble. Lelouch tells Milly that he needs to have the clubhouse blocked off for a few days. She asks if his identity as a prince has been leaked, but he tells her it hasn’t. She then mentions that she has another matchmaking session and won’t be able to get out of it. Shirley comes over and doesn’t recognize Lelouch, but he plays along with it until she leaves. When Milly asks for an explanation, he says they had a fight and asks her to play along with it. In the ghetto, C.C. drop kicks a man while trying to get info about Mao. Shirley searches her room for her diary, but she can’t find it because Lelouch stole it and burned it. Lelouch gets a call from a Black Knight that they haven’t found Mao yet. Lelouch and C.C. return home at the same time, and Mao calls Lelouch on his cell phone, asking for C.C. Elsewhere, Viletta wakes up naked in Ohgi’s bed and finds him holding a gun. He asks her name, but she doesn’t remember anything. C.C. tells Lelouch things are over between them because she’s patching things up with Mao. He tries to use Geass to order her to stay, but she reminds him that Geass doesn’t affect her.
Suzaku gets the results of his physical, which shows that he’s in excellent shape. The doctor tells him that he’s probably restricting himself if he’s comparing himself to his father, which is something that children of famous people often do. Elsewhere, Tohdoh meets with Asahina and Chiba at Genbu’s memorial, unaware that he’s being targeted by Britannia. Lelouch talks to Diethard over the phone about Diethard’s suggestions to reorganize the Black Knights, as well as what he’ll mention about the Black Knights in his next broadcast. After hanging up, Lelouch listens to the voicemail recording of Mao’s phone call. Elsewhere, C.C. arrives at the empty Clovis Land amusement park, where Mao is riding on the merry-go-round. He asks her why she’s so quiet, since she’s the only person whose thoughts he can’t read. He tells her that she’s the only one for him and removes his headphones, which play her voice on loop. He tells her that he wants to be with her, but she pulls a gun and says she should’ve done that from the beginning. Lelouch listens to the message, in which Mao threatens to expose Lelouch’s identity if C.C. doesn’t meet him at Clovis Land. Mao shoots C.C. in the shoulder and says she wouldn’t shoot him because she loves him, and she counters that he was just using her. He shoots her repeatedly in the arms and legs and tells her that lying is bad. He wants to fly her to Australia to live in his quiet house, but she’s too big to be carry-on luggage, so he has a solution: use a chainsaw to make her “compact.” Suddenly, Lelouch appears on a large monitor next to Mao. Because he’s broadcasting from Tokyo Tower, he knows it’s beyond Mao’s limits to read thoughts. He shocks Mao by saying he knows C.C.’s real name, and Mao asks C.C. why she’d tell her real name to a guy like Lelouch. Lelouch states that C.C. is his, in every way that she never was Mao’s, and Mao angrily slashes at the monitor with the chainsaw. Mao hears many thoughts in his head, and suddenly a squad of riot police, a helicopter and a Knightpolice arrive on the scene to arrest Mao for kidnapping. Lelouch, dressed as a police officer, walks in and picks up C.C. Mao asks how Lelouch could be there if he was just at Tokyo Tower, and Lelouch mentally tells him that was all a recording. He says that Mao thinks too simplistically, and Mao realizes that Lelouch anticipated his replies. Mao says he still has a way to act, and Lelouch responds that the moment he does that is the moment he dies. Mao tries to announce that Lelouch is Zero, but the Geass-controlled police unleash a hail of bullets on Mao. A Geass-controlled police pilot flies Lelouch and C.C. away in a hovercraft, and she explains that she met Mao when he was a six-year-old orphan. Lelouch declares that he’ll master the Geass and make both their desires come true.
Since his game was thwarted the last time, I expected that Mao would return to cause more problems for Lelouch. This episode provides us with some more background on Mao: he’s Chinese, and he encountered C.C. when he was a young orphan. Because she’s the only person whose thoughts he can’t read, he can only be at peace with her. Because of that, he’s become very attached to her and is convinced that she loves him. He’s obviously jealous of Lelouch and wants to get C.C. back for himself, although cutting her up with a chainsaw isn’t likely to make her any better looking. Faced with the challenge of fighting a mind reader, Lelouch uses that against Mao with his pre-recorded message, which distracts Mao from the arriving Geass-controlled police. On other fronts, we see Tohdoh and some of the Holy Swords emerging from hiding, but the Britannians are moving in to capture him. Also, Viletta wakes up in Ohgi’s room and suffers from complete amnesia. Aside from not remembering anything, her personality is completely different – instead of her usual stern and serious attitude, she’s very gentle and submissive now. That’s sure to cause hijinks in the future.