The Fukuoka base in Kyushu is occupied by a force led by Atsushi Sawasaki, the chief cabinet secretary in Genbu Kururugi’s administration. Sawasaki announces the restoration of Japan as an independent country. The news reports that Sawasaki sought refuge in the Chinese Federation after Japan fell, and that he’s probably using the chaos created by Zero to his advantage. The Black Knights watch the news on TV, and Diethard comments that even Kyoto wasn’t aware of what was happening. On the Avalon, Lloyd watches a report about Sawasaki’s group cutting off access to Honshu and Shikoku. He asks Cecile about Suzaku, and she explains that Suzaku said he would fight if ordered to. Suzaku thinks about how he turned in his knight’s crest to Euphemia and told her he wasn’t qualified to be a knight. She told him he doesn’t have to worry about the insubordination incident, and he admitted to her that he killed his father. He said that like that earlier time, he was being protected again and can’t take it. Elsewhere, Cornelia’s forces attempt to attack Kyushu by sea, but Guilford recommends backing off temporarily because of poor weather. Chinese Federation General Tsao thinks they can seize all of Kyushu, and Sawasaki is confident they’ll win the war. Elsewhere, Schneizel cautions against declaring martial law, saying that it will only add to the population’s unease. Euphemia asks Schneizel if she can help with anything, but he brushes her off. Darlton tells her that Cornelia left strict orders to not let her do anything. Back at school, the student council prepares for the school festival, although they’re shorthanded. Rivalz complains about Lelouch not being around to help, and Shirley thinks to herself about the letter stating that Lelouch is Zero. She wonders if she wrote that letter, and if so why she forgot about it and Lelouch. On the Avalon, a Float system backpack is attached to the Lancelot, now redesignated the Lancelot Air Cavalry. Cecile asks Suzaku why he quit being a knight, and he explains that if more problems arise for Euphemia, he’s afraid that she’ll start to hate herself. At the art museum, Euphemia thinks about how she’s a burden to everyone, and how she hasn’t found a way to save Lelouch and Nunnally. On the Black Knights submarine, Lelouch announces that they won’t join Sawasaki because he’s just a puppet controlled by the Chinese. Ohgi asks what his real intention is, and he says it’s to create an independent country in Tokyo. Members begin to object because of Britannia’s power, and he asks them whom they’re waiting for to defeat Britannia. He says that if they don’t act, they’ll never have their chance. At the art museum, Nina tries to run over to Euphemia’s limo, but she’s knocked down by the guards and restrained. Euphemia recognizes Nina from the hotel and orders the guards to free her. Elsewhere, the Avalon comes under missile attack as it approaches Fukuoka, but its shields block the attack. Suzaku then launches in the Lancelot and flies toward the base.
Lloyd explains to Suzaku that if Sawasaki dies the Chinese will lose their pretext for invading Japan. Several Chinese VTOLs attack Suzaku in midair, but he easily destroys them with his slash harkens. Sawasaki then contacts Suzaku directly and addresses him as Genbu’s son. Nina explains that when Euphemia saved her at Lake Kawaguchi, it was like seeing a goddess. Euphemia says that she’s not a great person, and is useless compared to her brothers and sisters. Nina says that can’t be true and insists that she’s the one who’s useless. Euphemia sees that Nina hates herself, but she realizes she hates herself as well. She then thanks Nina and says she understands things now. Suzaku asks Sawasaki to surrender, and Sawasaki asks Suzaku if he plans to live on with that idealistic sense of justice he has. Distracted by the conversation, Suzaku lands and immediately comes under attack from Gun-Ru Knightmares, which destroy his VARIS rifle. Under heavy fire, the Lancelot’s Float system is destroyed and its energy runs low. Cecile wants to charge in with the Avalon, but Lloyd explains they can’t do it because the shield doesn’t cover the whole ship. Sawasaki promises to treat Suzaku well if he surrenders, but Suzaku declines and says he doesn’t want to use his father’s name to get out of trouble. Just as he rushes in to fight the Gun-Rus, Euphemia calls him and asks him to love her. In return, she says she’ll fall in love with him. She tells him that she likes everything about him and doesn’t want him to hate himself. Suzaku tells Euphemia that her suddenness has unlocked the door to his heart. He makes a last request and asks her to delete any information about him. He doesn’t want to trouble his friends and would rather they think he just transferred schools. Suzaku explains that the Lancelot has run out of energy, and Euphemia tells him not to die. Suddenly, the Gawain fires its hadron cannons from above and destroys the Gun-Rus surrounding Suzaku. With C.C. as his copilot, Lelouch then destroys several attacking VTOLs. He then lands and hands Suzaku an energy filler, stating that he intends to attack the base. Suzaku takes the energy filler and declares that he’ll get there first. Working together, Lelouch and Suzaku break through the Chinese defense line and approach the building where Sawasaki and Tsao are. Sawasaki says he doesn’t understand because the Black Knights are fighting for Japan, and Lelouch tells him the Black Knights fight anyone who uses violence unreasonably. Suzaku asks Sawasaki why he ran away to China if he was fighting for Japan’s sake. Tsao and Sawasaki attempt to escape in a VTOL, but Suzaku destroys it before they can board it. Later, the news reports that Cornelia’s forces defeated the Chinese and arrested Sawasaki, but they don’t mention the Black Knights. Euphemia greets Suzaku and gives him back his knight’s crest. She tells him she wants to make people happy and asks for his help.
This is a good episode for the most part, but the main plot seems pretty rushed here. The Chinese made their move at the end of the last episode, and their plans are already ruined by the end of this episode. We’re introduced to Sawasaki, but we don’t learn much about him. We also don’t learn anything about what the Chinese hoped to accomplish by invading one of Britannia’s Areas. Because the invasion failed, the Chinese immediately declared that Tsao was acting unilaterally, but what was their real goal? On other fronts, Nina finally gets to have a heart-to-heart with Euphemia, and that ends up helping Suzaku when Euphemia confesses her love to him. The Gawain makes its real combat debut here, with C.C. acting as Lelouch’s copilot. It was interesting to see Lelouch and Suzaku working together in their Knightmares, even though Suzaku doesn’t know who Zero is.