Cannon finds Sakura and she is rushed to Alvis. Solomon detects more Festum and the Fafners launch. Mamoru asks Cannon why she took Sakura’s place in the formation and Cannon says Sakura is fighting elsewhere. Seri finds Tsubaki watching the battle and is shocked to see dead insects everywhere. The Festum are destroyed and the pilots are told to meet in the medical room. Soushi meets them outside and tells Kenji not to loose himself when he enters. Kenji runs inside and is shocked to see Sakura. Seri notices the trees dying and asks Tsubaki why it’s happening. Fumihiko arrives and asks the same. Tsubaki says that Mir is trying to understand many things, such as life and death. Fumihiko accuses Tsubaki of leaking information to the enemy so she could teach them, but Seri says there’s no way Tsubaki would do that. Tsubaki asks of he’s sad that the insects and flowers died and Fumihiko asks if she’s saying humans are like flowers and insects. She says they aren’t because flowers and insects don’t think their situation is sad. She says only humans think of sadness and only they can find the answer. Kenji asks if he’s closer to death each time he pilots and Soushi says it’s not death, but their muscles crystallize due to changes in their chromosomes. Kenji says that Mitsuhiro was right, that they are batteries and that Sakura is just a dead battery. Soushi says Chizuru’s research can develop and suppress and assimilation phenomenon, but Kenji says it’s too late for Sakura. Sakura’s mom tries to take her daughter home, but Chizuru tries to stop her. Kenji brushes hair out of Sakura’s face and is surprised when she grabs his hand. Sakura’s mom puts her down and starts crying. Kazuki tells Kenji they still have to settle their fight. Tsubaki asks Fumihiko how he thinks they can end the sadness of battle and he says they have to let the Festum understand their sadness. Fumihiko asks if she’s trying to do that in the middle of battle and she says if she doesn’t, the Festum will choose to understand hate. Tsubaki says Festum are able to understand them so far because she is there and that their Mir understands life. Fumihiko asks if they’re going down the right path and she says that he is some one who can. At home, Cannon asks if Shouko was Youkou’s real child, and Youkou says she was given custody because of her skills of raising children. Cannon asks if the others are the same, but Youkou says only Shouko and Kouyou aren’t related to their parents. Cannon asks if they all have Festum elements, and Youkou explains that it was to protect against the Mir and that the element is harmless if they don’t pilot Fafners. Cannon says she wants to be like everyone else, because she doesn’t have the element and can’t pilot Nothung models. Mamoru looks over his manga collection and wonders if it will have a happy ending.
The Alvis VIPs go over the specs of the Mark Sein and Chizuru says it does so well because of the compatibility of Kazuki and Soushi. Fumihiko says it will become an unknown if it’s out of range of the Siegfried system and Kenji’s mom asks if he’s planning on helping the UN operation. He says the war can’t continue on and they have to take it into consideration. The old lady says Soushi wants to do it, because he asked if the Siegfried system could be held within the Fafners. Tsubaki says she doesn’t have much time left and asks what Soushi will do. He says preparations are complete and Tsubaki regrets that they couldn’t be like normal siblings. Soushi says that he went to see her often and wanted to protect her and the island. She asks what he wants to do, and he says he wants to fight along side everyone. He asks for her permission to leave the island and she gives it to him. Tsubaki says that even though there will be many battles in the future, they will eventually go down a different path. Tsubaki asks him not to forget her, and he promises he won’t. Fumihiko is informed that Cannon refuses to leave the medical room until she gets a dose of the Festum element and Fumihiko wonders if she misunderstood some one’s orders. Chizuru tells Cannon she can’t give her the element unless they know the situation. Yumiko says they’ll inject her if she tells them the truth and Cannon says that Kazuki told her to decide for herself when she was going to blow up the island. She says she was troubled and wanted to make the choice to be on the island. She grabs the injector and injects herself with the Festum element. A Festum is detected and Kyouhei comments that they’ve changed their strategy. Fumihiko says that all the Festum before were sacrifices to exhaust the pilots. Before heading out, Mamoru gives his Gobain helmet to Hiroto and says it will protect him. Maya attacks the Festum, but it fires out black squares, which twist Maya’s Fafner’s gun and arms, forcing her to eject. Cannon and Kenji attack it, but the black squares twist their guns and arm. Cannon cuts off her arm and Kenji screams in pain. Soushi sees the pain blockers aren’t working because the Fafners aren’t actually being damaged. Cannon cuts off Kenji’s arms and the pain blockers activate. She wonders why the Festum isn’t attacking and Soushi sees it’s only returning attacks. Tsubaki says that is has understood their pain. The Festum advances and Mamoru stops it with his energy shield. Kazuki gets behind it and starts crushing it against the shield, but Kazuki’s Festum elements start affecting him. The Festum covers everything in tentacles and they start penetrating into Alvis. Tsubaki collapses in pain as the tentacles wrap around the Siegfried system. Mamoru pushes the Festum back but the shield fails when his Fafner is stabbed by the tentacles. He sees Kazuki’s sword and tells him to move it over. Kazuki does and Mamoru picks up the Festum. He says he will protect everyone and impales the Festum on Kazuki’s sword, impaling himself in the process. He ejects but his pod is twisted by the Festum’s explosion. Kenji looks on in horror.
Breaking the pattern of the last few episodes, this one is all business. Sakura’s Festum elements manifest and she is assimilated and is now comatose, though by grabbing Kenji’s hand, this shows that all hope is not lost. Cannon surprises everyone and decides to inject herself with the Festum element of her own free will, so now she can use Nothung models. There is an actual battle in this episode and it costs Mamoru his life. The director sure likes his poetic misfortunes. Shouko’s name means to fly to the sky, which she did when she died. When Sakura ‘died’ she was surrounded by Cherry blossoms and this time, when Mamoru died, he was protecting everyone, which is what his name means. Kazuki has been partially assimilated, Soushi is stuck in the Siegfried system and the next Festum can’t be far behind.