Zhou is informed that Zero has appeared and wonders if he used their plan to his advantage. Lelouch asks Li if he thinks he can give Tianzi freedom, and just then Tohdoh smashes into the chamber with his new Zangetsu. He uses his blade to block an incoming slash harken from Suzaku and takes to the air. Schneizel withdraws, and Chiba arrives in her Akatsuki Zikisan Type with a container holding the Guren Flight. In the air, Suzaku fires his VARIS at Tohdoh, but the Zangetsu blocks it with a radiation field. Suzaku then pulls out his hadron blaster, and Tohdoh moves in front of the Forbidden City to prevent Suzaku from firing. He then rushes forward and slices into the Lancelot Conquista‘s Float pack. Tohdoh wants to finish things, but Lelouch orders him to retreat because Suzaku can’t pursue. Chiba hauls away the container, and Kaguya tells Tianzi that soon she’ll be free of the Forbidden City. Li wants to pursue, but the eunuchs tell him that’s their job now. Chiba lands the container onto a Black Knights truck that C.C. is driving. Tianzi asks if she’s in the outside world, and Kaguya apologizes for using such violent methods. Chinese air units give chase, but Kallen and Tohdoh hold them off. Lelouch tells Tianzi that he needs her help to create the United States of China as part of an alliance. Tianzi doesn’t quite understand, and he reminds her that the eunuchs intended to sell her to Britannia. In the truck’s cab, C.C. asks Lelouch if it’s ok to have Kaguya talk to Tianzi, and Lelouch explains that Tianzi can’t be convinced through logic. Tamaki asks Lelouch what his position will be, and Lelouch says they should wait until they escape first. Arriving at Shengzong Gorge, the truck stops next to a canyon. The eunuchs think the Black Knights are fools, but they’re shocked when Asahina and an Akatsuki squad appear and attack. The eunuchs turn to captive Li, and he lays out the exact strategy Zero is using. The eunuchs tell Li that they’ll forgive his crimes if he helps them get Tianzi back. On the Avalon, Suzaku offers to help rescue Tianzi once the Lancelot Conquista is repaired, but Kanon points out that any further military action on their part would have to be requested by the Chinese. Lelouch and the Akatsukis rendezvous with the Ikaruga, and Lelouch comments to C.C. about how skilled Li is. C.C. asks Lelouch how he knew Li was planning a coup, and Lelouch reveals he was planning to do the same. On the bridge, Diethard tells Lelouch that their Indian reinforcements have already arrived at Penglai. The ship suddenly comes under attack, and the Knightmare Shen-Hu, piloted by Li, emerges from the smoke. Several Akatsuki pilots rush in to attack, but Li easily destroys them. Chiba tries to attack, but Li damages her Akatsuki Zikisan. Li calls Lelouch and vows to not let him pass.
Li demands that Lelouch return Tianzi, and Kallen attacks with the Guren Flight. Tohdoh wants to head out as well, but the Zangetsu is undergoing maintenance. Li easily dodges Kallen’s missiles and prepares to fire his baryon cannon. Rakshata tells Lelouch that her team developed the Shen-Hu, but its specs were so high that it was thought no human could pilot it. Kallen fires her radiation wave, and the shot intersects with the baryon cannon blast. Ohgi asks if the Shen-Hu has any weaknesses, and Rakshata says it’s different from other types. Li grapples onto Kallen’s leg with a slash harken, and she tries to attack with her radiation wave. Unfortunately, she runs out of power, and Li ties up the Guren Flight with his slash harkens, preventing her from ejecting. Asahina and Chiba try to close in, but Li locks his weapons on the Guren Flight’s cockpit. Chinese forces arrive, led by the land fortress Leung Tan and open fire. Li flies over with Kallen in tow, and Lelouch tells Kallen he’ll save her somehow. Ohgi wants to turn the ship around and fight, but Diethard suggests retreating and says Kallen is just one person. He says they need to join with the Indian army and puts Lelouch on the spot for a decision. He says that one has to make sacrifices for a greater goal, but Lelouch orders all forces to come about and finish the fight. He wants to show Li the difference between strategy and tactics. At the Forbidden City, Anya shows Milly and Suzaku her cell phone pictures. She looks at a picture of young Lelouch and wonders if he’s the same person. Li returns to the battlefield and is attacked by Tohdoh, while on the ground Akatsukis face off against Gun-Rus led by Hong Gu. The Gun-Rus break through the center, and Chiba and Asahina begin their counterattack. Lelouch’s goal is to have the Shen-Hu use up its power and take Li out of the equation. The eunuchs think Li is a fool, but Zhou explains that he acted as he did to see what Zero would do. A nearby canal collapses and floods the area with water, and Lelouch doesn’t think that’s an issue because he removed the amount of water. However, the land becomes mucky, causing the Black Knights units to get stuck in the muck. The Chinese forces then move forward, and Diethard reiterates his suggestion to retreat. Lelouch agrees and sees that Li has his mental skills, as well as Suzaku’s piloting abilities. The Ikaruga fires its hadron cannons at the Chinese forces as it turns to retreat. At Ashford, Shirley scans the news and finds nothing on China. The Ikaruga arrives at the mountainous Tiandi Bashiba Ling area, where every emperor is laid to rest. Diethard thinks the Chinese would think twice about attacking such a location, and C.C. points out that it forces the Chinese to come from the front. The eunuchs turn on Li and Zhou because they have their own reinforcements: the Avalon and the Knights of the Round. Li thinks they’re fools for turning to Schneizel, and Lelouch is certain that he’ll win. At school, Lelouch answers a phone call from Milly, to the relief of Rivalz.
The Chinese arc continues with Lelouch making a bold escape after abducting Tianzi from her wedding. Tohdoh, Chiba and Asahina get to play with their new toys, and it’s good to see Tohdoh fight Suzaku on an equal level. Li is forced to work with the contemptible eunuchs to rescue Tianzi, but in the end we see them betray him in favor of Britannia. Kallen gets captured during her fight with Li, and unfortunately Lelouch lets his emotions get the best of him by ordering everyone to stay and fight. He played right into Li’s hands by doing that, and he’s forced to acknowledge that Li is just as tactically skilled as he is, if not more so. This puts Lelouch on the defensive, so he falls back to the tomb of the Chinese emperors, with the idea being that the Chinese won’t attack such an important location. Unfortunately, they’ve called in Schneizel for help, and obviously he has no compunction about attacking. The episode also ends on another cliffhanger, this time with a second Lelouch appearing at Ashford and answering the phone.