Drake’s forces regroup on the ground and prepare for their next battle. Mechanics work on repairing damaged Aura Battlers. Mizeru orders the soldiers to push through Karakara and attack the castle. It seems that Nigu Rou has discovered the fact that the Graon isn’t fully manned yet. Mizeru warns Allen not to fight with fellow allies before he goes. Allen tells Jerryl not to act so selfish on the battlefield but she tells him she’ll do whatever she wants. Lao’s forces work on their repairs as well. Foizon and Nie thinks they need to sacrifice Taatara Castle since they can’t worry about defending it. Lao’s senior advisors don’t like the idea however. Foizon makes the final decision and they are forced to go along with him. Before they head out, Allen asks Jerryl to go out on a date with him, saying he can’t trust anyone from Byston Well. Drake and Bishot’s forces head out with the Will Wipps in the rear. They are ambushed by Lao’s forces from the forests below. Foizon orders the evacuation of the castle. His knights reluctantly leave. Elle is worried, thinking they should stay at the castle. Drake’s forces continue to advance. Marvel warns Shou to be careful before they go due to the Will Wipps‘ immense firepower. Marvel says she regrets bringing Shou into this, but he says that’s alright. The two of them kiss. The battle continues and Drake’s forces approach the castle. Lao’s knights start going down against Drake and Bishot’s forces.
The castle is soon caught aflame and the last remaining knight who desired to stay behind is killed. The Will Wipps spots the Graon. Shot and Drake realize that abandoning the castle was part of the King’s plan. Shou, Marvel and Keen head to the battle and have difficulty making it to the Will Wipps with so many soldiers in the way. Against his advisor’s pleas, Foizon heads out on the Botune. Allen attacks Shou and Shou realizes his opponent’s Aura Power is increasing. The advisor tells Shou that Foizon headed out. Foizon tells Shou he entrusts Elle to him then enters the hangar of the Will Wipps. Drake and Shot realize that Foizon is piloting the Botune. Shot orders Jerryl to take care of him and she attacks the Botune just as Foizon was about to get off and look for the bridge. She blasts the Botune’s head off, something Elle senses from the Zelana. Allen continues to give Shou a hard time but he manages to escape and makes it to the Will Wipps just in time to see Jerryl kill Foizon. Todd attacks Shou, dealing heavy damage to the Dunbine. Shou and Chum feel as if the Dunbine has no Aura Power left. The Dunbine crashes towards the ocean, but just in time a strange red Wing Calibur, the Billbine, appears. Abe, aboard a separate craft tells him this is a gift from Ceila Lapana. Shou gets into the Billbine and heads back to the battle. The Billbine transforms into an Aura Battler. Marvel finds the damaged Dunbine without Shou inside and takes it with her. Shou fights Allen and slices through the Virunvee, killing him. Shou tells the others that they should retreat behind the Billbine for the time being. Drake, seeing that Na’s forces are arriving to help decides to stop the current attack and wait at Taatara Castle for the rest of Bishot’s forces to arrive. Aboard the Zelana Elle cries, wondering if the country of Lao will survive with Foizon dead. Keen tells Elle she should be the one to lead the country now.
The Billbine finally makes its first appearance in this episode. For quite a while the Dunbine has struggled against the enemy, and luckily for Shou he finally has a powerful upgrade that can be used as both an Aura Battler and a Wing Calibur. The arrival of the Billbine marks a differently animated opening sequence for the show as well, something I’ll be talking about a few episodes from now. Lao pretty much is on its last legs now with Taatara Castle falling and King Foizon dead. The Zelana loses yet another ally although they still have the powerful Graon and the land of Na on their side. This episode also features the death of Allen. The fact that he asked Jerryl out for a date is a clear sign that he was going to die, as this is something Tomino seems to have a habit of doing (the same type of thing would occur in Zeta Gundam a few years later). Another great episode; the show is certainly on quite a high right now.