Jeremiah looks at a computer profile of C.C. labeled as Code-R and concludes that he’s been used as an experimental subject to recreate her abilities. Bartley asks him to calm down, and Jeremiah accuses Bartley of turning him into a freak as revenge for sending him back to the homeland. Bartley tries to calm Jeremiah down, but he’s interrupted by Zero’s broadcasted demand that the Britannian forces surrender at midnight. After hearing the announcement, Cornelia vows that she’ll avenge Euphemia. Several Britannian technicians hear the announcement, which triggers a Geass order to purge the settlement’s outer block. At the stroke of midnight, the settlement’s outer block begins to crumble, taking Cornelia and her forces with it. Lelouch comments that the block design is supposed to counter earthquakes, but if all the areas crumble in another situation, it’s a weakness. As her custom Gloucester falls, Cornelia fires her slash harkens to boost herself back to stable settlement ground. Watching from the G-1, Kaguya wonders if the entire settlement will be destroyed, but Diethard explains that Zero plans to make use of parts of it for the future. Lelouch believes that the news broadcast of this event will finally draw out Charles, giving him the chance to get closer. Tohdoh orders the Knightmares to charge forward, and Cornelia orders her forces to retreat to the government office. Tohdoh spots Cornelia and attacks, but a Sutherland pilot sacrifices himself to save Cornelia. Guilford then jumps in and attacks Tohdoh’s Gekka, and he tells Cornelia she should retreat and live. Lelouch announces that Zero’s personal team will takeover Ashford Academy and use it as a base of operations. Ohgi calls his apartment, but Viletta walks away after killing her would-be attackers. On the Avalon, Lloyd holds up the Lancelot‘s key and teases Suzaku that he can’t head to the settlement without orders, so Suzaku punches him and takes the key. Tohdoh continues to attack Guilford, and two of the Holy Swords arrive as reinforcements. At the same time, the Glaston Knights arrive in their Gloucesters to backup Guilford. In the air, Lelouch uses the Gawain‘s hadron cannons to destroy Britannia’s air forces. Lelouch then hands out a set of orders to Ohgi, Diethard, Tohdoh and Kallen. In the Britannian homeland, Prince Odysseus is informed that in addition to the troubles in Area 11, a Chinese fleet has been spotted in the East China Sea. An officer asks Odysseus to appoint a commanding officer for the force that’s about to depart, but since Odysseus is fearful of screwing things up, Schneizel volunteers to go. The Black Knights fire a new Raikou at the Britannians, which they follow up with an advance by the Burai squads. Diethard’s forces seize control of the TV station, and at the same time a squad led by Tamaki storms into Ashford’s student council room. Tamaki is about to hit Rivalz for trying to resist, but Lelouch orders him to stop. Lelouch guarantees their safety, and Kallen removes her sunglasses and tells them they should cooperate. Shirley asks Kallen what she and Zero did to her, and Ohgi rushes in with news that the Lancelot has arrived.
An enraged Suzaku destroys several Burais and the Raikou while looking for Zero. He recalls his conversation with V.V., who explained that Zero has a power called Geass that allows him to control people. V.V. points out that Euphemia’s behavior and Suzaku’s insubordination at Shikinejima are the result of Zero’s powers. Having regained her memories and the knowledge that Lelouch is Zero, Viletta sneaks around the battlefield to avoid the Burais. Nearby, Kallen confronts Suzaku and tells him he has to die now, and he shouts back that Zero is deceiving them. Suzaku attacks, and Kallen uses her slash harkens and the radiation surge to boost up the side of a building and fight Suzaku in midair. She manages to grab hold of the Lancelot’s left arm and uses the radiation surge, but Suzaku ejects it and uses the VARIS to destroy the Guren‘s right arm. Suzaku demands to know where Zero is and points his VARIS at Kallen when she refuses to answer. Just then, Lelouch arrives in the Gawain and proposes a one-on-one duel to settle things. Elsewhere, Asahina reports to Tohdoh that they’ve captured the Britannian energy filler warehouse, and Tohdoh makes preparations to attack the government office. Cornelia orders Guilford to stay in his current position, and the Glaston Knights inform her that Schneizel’s fleet won’t arrive for 75 hours. She orders them to leak the arrival time of nearby reinforcements to the Black Knights as part of her plan to draw in Zero. At the school, a captured Viletta is brought to Ohgi, and he says that she’s an informant. Rivalz can’t believe that Kallen is a Black Knight, and Shirley says she’s sure that the Black Knights will protect them. Outside the window, Suzaku calls Lelouch a coward for pointing his slash harkens at the student council room. Suzaku charges in and touches down on the ground to avoid the hadron cannons, but Sayoko hits a switch and traps him in a ring of Gefjun Disturbers. Suzaku asks Lelouch if he plans to betray people until the very end, but Lelouch says he doesn’t have time for games and flies off. He arrives at the government office and uses the hadron cannons to destroy all the aerial reinforcements. After landing at the government office, C.C. comments that the garden resembles the one from the Aries Imperial Villa. Lelouch asks her how she knows that, and she promises to tell him someday. Cornelia then appears in her Gloucester and welcomes Lelouch. At the school, Viletta reveals her true identity to Ohgi and shoots him. Following that confusion, Nunnally tells everyone to use this chance to escape and help Suzaku. Several Black Knights searching for Viletta are shocked when they find Nina in a bomb-equipped Ganymede. Cornelia attacks Lelouch and runs circles around the Gawain with her smaller Gloucester. Cornelia uses her slash harkens to jump onto the Gawain when Lelouch tries to fly away, but suddenly her Gloucester is pierced by a lance from Geass-controlled Darlton. Darlton snaps out of it and is shocked by what he’s done, but just then Lelouch kills him with the hadron cannons. At the school, V.V. enters the student council room and tells Nunnally he’s come for her.
Tensions rise following the events of the last episode. We see that Lelouch used his Geass to orchestrate the collapse of the settlement, so he must’ve pre-Geass’d those technicians off screen to set everything up. We’re introduced to a new character here, the Milquetoast first prince Odysseus, who seems incapable of doing anything at all. The freakish Jeremiah emerges from his test tube, and he’s angry at Bartley and Zero. Poor Bartley… he doesn’t seem like a bad guy, but the sap just doesn’t get a lucky break throughout the whole series. Suzaku is filled with absolute rage, which shows in the way that he’s fighting like a berserker. Lelouch manages to trick him again with the Gefjun Disturber, and though he thinks he may have taken care of him, he doesn’t know that Suzaku knows about Geass now. Things certainly aren’t going well for Cornelia, even though she skillfully battled Lelouch with an inferior machine. But she gets brought down by Geass-controlled Darlton, who is in turn killed by Lelouch before he can act. Ohgi is in a similar pinch, having been shot by Viletta. Although things are going in Lelouch’s favor at the moment, it’s obviously taking a turn away from that, especially with V.V. appearing to kidnap unprotected Nunnally.