Mechanics work on restoring the damaged Aura Battlers in one of the small towns in Mi taken over by Drake’s forces. Inside one of the buildings, Bern chews out Garalia in front of the soldiers for disobeying orders. Bern orders the soldiers to head to the Lake of Red Bar, where Kibitsu’s advance unit should already be. Drake’s soldiers abuse the local civilians, but the Zelana is able to save a number of them by letting them aboard the Zelana. Keen is depressed because her father’s helping Drake. Meanwhile at the Lake of Red Bar Kibitsu’s forces attack the castle. Bern and the others quickly catch up to them, but Bern holds off from attacking, wanting to leave his forces unharmed. The castle’s catapults and lone Aura Battler are soon defeated and the castle entrance is destroyed. Bern now attacks with his forces as well and the castle quickly falls. Shou, Keen, Chum and Hon Wan head towards the castle but realize its too late. Keen encounters her father in the woods whom she yells at for being so disgraceful and helping Drake. Kibitsu tells Shou to take Keen and leave.
Shou gets angry at Kibitsu for telling Keen to leave. Kibitsu says Shou couldn’t possibly understand as one from Upper Earth and one without children. Shou settles down and goes. Once they’re safely away Kibitsu informs the rest of Drake’s forces that someone from the House Given was around. Bern is suspicious of him. Nie tells Hon Wan to head to Kiron Castle and relay a message to Pinegan Hunm, King of Mi. The Zelana heads off, leaving behind the refugees. Nigu Rou informs Bern that the Zelana is leaving and Bern decides to have Kibitsu head after them to prove his loyalty. Kibitsu heads out after the Zelana. Bern refuses to let him wear the uniform of a regular soldier hoping that the Zelana will hesitate in attacking him. Kibitsu’s underlings want to team up with the Zelana but Kibitsu refuses knowing their families will be harmed if that happens. Kibitsu’s unit of Doros quickly approaches the Zelana. Shou heads out in the Dunbine. Marvel heads to the Fou, only to find Keen already in it. Shou immediately damages one of the Doros and escapes the grasp of another but has difficulty fighting Kibitsu. The Fou approaches and Keen heads out on a Shoot to talk to her father. Shou accidentally hits Kibitsu’s Doro with one of his shots just as Keen arrives. Keen watches in horror as the Doro crashes into the ground and blows up, killing her father. Their leader defeated, the rest of the soldiers retreat. Keen is upset, but doesn’t blame Shou for what happened. After burying his remains Hon Wan arrives and informs Nie that the King will ally with him. The Zelana heads to Kiron Castle as Keen cries on the deck of the ship.
Tragedy strikes yet again as Keen’s father becomes the latest to die. He didn’t seem to be a very good father, caring for the status of the House Kiss more than his daughter. Keen was quite upset with his death nonetheless. Death is a common occurrence in Tomino animes and Dunbine is no exception. This episode also shows just how brutal Drake’s forces can be as one of them steals a woman’s baby while assaulting a small town in Mi. Luckily the Zelana was around to save it.