Five years ago, a former scholar went to investigate a small comet near Mar’s orbit. He had blasted it open and found Nono inside. She had lost her memories, but the one word she remembered was “Nono-Riri-ko.” Present day, Chief of Staff Niigo explains to a group of individuals the Black Hole Exelio, the black hole created by the Exelion’s destruction, and how humanity had sealed themselves away in the Sol System using unmanned Buster Machines. These Buster Machines continued to evolve and ironically began to resemble Space Monsters. Eventually they began to sense the same thing from humanity as they did the Fluctuating Gravity Wells, namely the Topless. Lal’C and Tycho are committed to a hospital on the planet Kaminatsuki, where a doctor laments at what a horrible ‘disease’ being a Topless is. Back at the meeting, various individuals discuss the treatment of the Topless and Niigo hopes to enter negotiations with the Buster Corps. An admiral named Dhorasoo says they’re lucky to have Buster Machine #7 on their side. Nono visits Lal’C and Tycho, and talks about all the tests she’s undergone and how she gets whatever she asks for. Nono says she might even get to go to Earth and reminds Lal’C of their promise to see skylarks at her house. Lal’C makes an origami crane from a wrapper and gives it to Nono. Later, Lal’C tries to get her bike to work to no avail and Casio arrives and offers her a ride. He tells her he works as a repair subcontractor for the Buster Machine Public Maintenance Corp and he takes her to where Dix-Neuf is getting fixed. He tells Lal’C not to worry about the missing arm and tells her how the horn in Dix-Neuf eye is over 500 years old. He goes on to say that Dix-Neuf wanted the horn left in and because of it he can’t use several Exotic Maneuvers but his accumulated experience is left intact. Casio then shows her messages left behind by Dix-Neuf’s previous pilots and asks how Nicola is. Lal’C implies he’s lost his powers before her and Casio are caught by other staff members. Lal’C returns to the hospital where Tycho tells her Nono wants to learn how to make origami cranes. In her room Nono tries to fold cranes to little success when she hears her door bell. She opens it to find Nicola who forces himself on her. Lal’C hears the struggle and calls for help. When she sees the situation, Lal’C asks why it wasn’t her. She storms out and tells Nono not to follow her. On the battleship Karakoram, Dhorasoo is informed that a new Fluctuating Gravity Well might emerge from Black Hole Exelio, so his fleet launches. Tycho and Casio see the fleet, which has Nono and Lal’C aboard, off. Lal’C laments that everyone believes Nono will save them, so there is no need for her to be there. The fleet passes by the remains of Jupiter 2 while Nono watches a video of birds on Earth. Lal’C walks by and Nono asks if she knows of the last bird on Mars that never flew until the night of a meteor shower. Lal’C says the bird just abandoned Mars, where it grew up.
The fleet encounters a massive wall of Buster Corps that Nono has clear a path. Niigo comments that Nono is like their queen and reminds Lal’C that Nono is the one who had her brought along. They arrive at Exelio where many Buster Corps units try to cover cracks in the black hole. However the Fluctuating Gravity Well continues to try and break free so Nono tries to seal the cracks with micro black holes. The fleet prepares to support Nono and Lal’C is told to leave the bridge. The Karakoram fires its Gravitron cannon but space gets distorted and the beam veers away. The gigantic Fluctuating Gravity Well, larger than Earth, emerges from the black hole and Nono attacks it but her beam is ineffective as well. The Karakoram is severely damaged and Niigo suggests an evacuation. Lal’C heads to the last escape pod, but the pod is destroyed before she can reach it. Lal’C attempts to take off the headgear sealing her Topless powers and berates herself for being pathetic. She releases Nono was the amazing one from the very beginning, but Nono arrives and admits to being jealous of Lal’C being similar to Nono-Riri. She says that Nono-Riri was just a normal girl and makes a key to unlock Lal’C headgear. Lal’C realizes Nono is shaking and that Lal’C herself is the one who has changed. Nono removes Lal’C seal and she summons Dix-Neuf. Dhorasoo thinks the situation is hopeless, but Lal’C tells him she’s going to hit the Gravity Well with Jupiter 2. Niigo says no human can do that, but Lal’C says she can do it if she’s with Nono. Lal’C activates her Exotic Maneuver and a giant hand grabs the remaining core of Jupiter 2. The core warps to where she is and Lal’C throws it at the Gravity Well. The impact reveals the rest of the Gravity Well’s body, showing that it didn’t emerge from Exelio but absorbed it instead. The Gravity Well prepares to warp, and Niigo suggests having Nono turn Jupiter 2 into a black hole to destroy it. Dhorasoo says it’s a kamikaze attack and Lal’C tells Nono that they’ll go together. However Nono decides to leave instead and the Gravity Well warps away. The Buster Corps begin to gather together as Lal’C screams Nono’s name.
There’s quite the change between this episode and the previous one. Before, the Topless were heralded as being heroes with powers that others desired but now being Topless is considered an unwanted disease. Nono was just considered a tag along before, but now she is considered humanity’s only hope. This change doesn’t sit too well with Lal’C, especially when she finds Nicola attempting to rape Nono rather than her. Much of the setting is explained and a new threat rears its head. This new Fluctuating Gravity Well is an aggregate of all the space monsters that were compressed together by the Exelion back in Gunbuster episode 5 and it’s a neat link up to the original. It’s quite a powerful beast with its own personal black hole and not even Lal’C throwing a planet at it slowed it down. Nono shocks everyone by running away and the Gravity Well escapes. While this is a good episode, it’s still a bit underwhelming, especially compared to its Gunbuster counterpart. Only one episode left and hopefully it will be something epic.