The Zelana continues flying through the wintry atmosphere and notices a nuclear explosion nearby on the ground. While looking at it, Shou senses Elle’s voice. He tries to rush out, but Marvel wants him to stay. Nie tells Marvel to accompany him. Meanwhile, Zet and Bern (as the Black Knight) fly away from the ship that had rescued him, which is now burning. The Black Knight has been given another Zwarth to use. Zet tells the Black Knight they are heading to the Himalayas, where Bishot has confronted the Graon. Marvel catches up to Shou using the Dunbine and Fou. The two of them narrowly avoid a group of nuclear missiles launched at them and destroy another. On the ground the Graon sits, being bombarded by the attacks. Tolstol Chesilenko, an Upper Earth military officer aboard the Graon for negotiating purposes tries to call them off to no avail. Although strong enough to knock people down, the nuclear bombs aren’t strong enough to damage the Graon. Zet and the Black Knight arrive with their forces and destroy the planes attacking them. The Black Knight feels that someone he knows is approaching. Still in midair, Shou spots the Graon and Grimley on the ground, unharmed. Elle and Abe are aboard the Graon‘s bridge see them coming. The Black Knight flies in to attack Shou. Elle tells Abe to have their Aura Battler units head out. The Zelana soon approaches the battlefield as well. The Zwarth knocks the Billbine away, but Shou flies back in and damages it. Another nuclear missile approaches but the Graon is able to shoot it down. The explosion blinds everyone for a moment and Zet and The Black Knight take the opportunity to escape. Elle greets Shou, Marvel and Chum as they arrive on the bridge. Elle says they must find Drake as soon as possible and get rid of him. Shou wonders where Ceila and the Guran Galan are. Elle introduces Shou to Tolstol, who appeared to have come as a special envoy, but in actuality was just used to buy the Earth military some time. He says he would like to join them in stopping the military’s attack. He desires to head to the military’s headquarters. Elle gives him permission and he kisses her hand.
Shou, Marvel and Tolstol head to the dock where Tolstol decides to use the Bozune. Despite having no experience, he is able to pilot it pretty well. Shou thinks he’s going to steal the Aura Battler and bring it to the military but Marvel says she believes him. The Zelana lands on the Graon and Elle tells the others about Marvel and Shou already heading out. Elle wants the Zelana to follow them and take her with them so she can negotiate with the Earth military. Meanwhile Zet’s forces hide in the mountains, and repair the Zwarth. Seeing Shou fly nearby, the Black Knight immediately heads out and attacks. Zet attacks the Bozune, damaging it so much that it starts crashing towards the ground. Luckily, Keen arrives in the Botune and saves him, bringing him back to the Zelana. Zet runs out of ammunition and tells the Black Knight to retreat. Shou feels it was a mistake to put Tolstol in the Bozune. Elle goes to see him in the dock of the Zelana and he apologizes to her for causing them so much trouble. A couple of fighter planes who followed them launch more nuclear weapons at the Zelana. Tolstol says he should head out on the Botune to try again to stop the attacks. The Black Knight meanwhile heads back towards the Zelana against Zet’s orders, not wanting people from Upper Earth to defeat Shou. Shou and Marvel head out to accompany Tolstol, who is cornered by Zet and the Black Knight. Shou arrives in the Billbine and fights the Black Knight. Keen heads out on the Fou as Elle watches the battle on the Zelana. Marvel attacks Zet’s Bastole and destroys it, but Zet is able to escape on a Shoot. Tolstol joins in Shou’s battle with the Black Knight and the Zwarth blows through the Botune’s cockpit. Tolstol does his best to crash the Botune into the Zwarth as it explodes. Elle watches in horror from the Zelana as he dies. The Black Knight powers up like before, but his power is repressed by Elle. He continues to fight Shou and sees a vision of Tolstol, distracting him long enough for the Billbine to slice through the Zwarth. The Black Knight escapes from the Zwarth on a Shoot just before it explodes. Aboard the Zelana, Elle collapses, thinking about Tolstol. Everyone stands before Tolstol’s grave and regrets what happened. Elle says they must defeat the enemy.
Outside of the Zelana meeting up with the Graon and Zet rescuing Bern, there isn’t all that much interesting about this episode. The storyline with Tolstol is a relatively dull one and I find he and Elle’s relationship rather forced since they knew each other for such short a time. This being a Tomino anime, it was natural that he wouldn’t last the entire episode. The Upper Earth’s military has already become pretty desperate by starting to launch nuclear weapons at the Graon and Zelana. Unfortunately Bern seems to be back to normal this episode with no explanation whatsoever of what was going on with him before. Hopefully we’ll get some explanation about what was going on with him on that ship.