Maya wakes up in the infirmary and hears her sister crying. She wonders if they lost some one again. Mamoru’s parents look on in horror at their son’s twisted cockpit while at the shore, Tsubaki cries. Mitsuhiro over sees the final tests on the new model Fafner, which Yukie is piloting. The test doesn’t start as one of the scientists turns into Idun. He disappears and Yukie starts crystallizing. Idun takes over the Fafner and crushes Mitsuhiro. Yukie’s body changes into Idun and he learns what hatred is. Mamoru’s father, the head mechanic, says the machine he built couldn’t save his son, so he’s quitting. Tezuka, another mechanic, tells everyone to get back to work because their boss will come back in time. Mamoru’s mother, Chisato, says she wants to help so she can cry later. The Alvis crew observe the Siegfried system and they conclude that Soushi is still alive. Maya, Kazuki and Cannon try to get Kenji out of his room, but he says he doesn’t want to die. They leave and his mother admits that she’s relieved that he isn’t going to fight anymore but that some one will have to pilot in his place. Michio is about to get injected with Festum element, but Yumiko tries to talk him out of it. He says he has to until they can get a replacement pilot and says they’ll get married once that happens. Chizuru gives him her blessing and Yumiko injects him. Kazuki walks in and asks for more element too. Michio leaves and asks Cannon how Kenji is. She says he’s no good and that they have to fight without him. Michio leaves along with Cannon, who tells Maya to wait for Kazuki. Chizuru tells Kazuki that once the medicine she’s giving him wear off, there’s a chance of a bad case of assimilation phenomenon. He says it’s fine because he has rescue Soushi. Michio asks if Cannon is being careful around Maya but she says she doesn’t have anything to say to Kazuki. Maya asks Kazuki if he remembers the time they played cards with Shouko and Kouyou. He says he does and Maya says she understands why the adults didn’t tell them of the island. She says it’s so they could have memories because if they fought all the time, they would be too afraid to. She worries that after the battles are over, all they’ll know is fighting but she says she won’t forget how Kazuki was before. Kazuki says she treasures memories the most, which is why he feels relieved when he’s with her. An apparition of a young self appears to Soushi and says that his scar is the price for trying to assimilate Kazuki. Soushi says he inflicted the wound on himself and the apparition says he envies the Festum. Soushi wakes up and is amused at the things Festums have taught themselves to do. He asks if because they understand pain they think they understand everything. He says he’s still there and calls out to Kazuki.
Kazuki makes his way in the Mark Sein to the Siegfried System. When Kazuki enters the room he is surprised to see water. He is told it is the Sea of Urd, a liquid computer and that it’s ok to step in it. Tsubaki is there and she thanks Kazuki for fighting along side Soushi. Tsubaki becomes the core of the dead Festum and Kazuki uses to Mark Sein to lead it to self-destruction. The tentacles start disappearing and contact with the system is restored. Solomon goes off and the other Fafner pilots launch. The enemy is identified as an UN high-speed plane and it easily breaks through the island defenses. It crashes and Idun’s Fafner comes out. It crosses with the Siegfried system and identifies itself as the Mark Nicht. Maya, Cannon and Michio attack and manage to run through the Mark Nicht with their swords. The Mark Nicht is enveloped in a black orb and Cannon ejects when her Fafner can’t get away in time. The Mark Nicht is unharmed and the tentacles around the Siegfried system start spreading. Fumihiko orders all standby pilots to launch in a Fafner so they won’t be captured. The Mark Nicht turns Cannon’s sword silver and tosses it at Maya. She tries to shoot it down but it penetrates her and explodes with a black orb, destroying the top half of her Fafner. The tentacles spread into the command center and Kenji’s mom is killed before she can escape. The Mark Nicht fires black orbs all over the island. One hits near Kenji’s house, but he doesn’t care as he gets showered with broken glass. Fumihiko orders everyone to evacuate and the tentacles break the hanger. Chisato throws the standby pilots into another room before the tentacles kill her. Tezuka pushes Youkou into a Fafner pod before he is also killed. Tsubaki begs the Festum to stop because people aren’t only full of hate. Michio fires out wires and holds the Mark Nicht down. He tells them to cut off the piece of hand and Fumihiko does before a tentacle knocks him against a wall. The land splits and Michio grabs onto the Mark Nicht before it can get away. His headband falls off and a picture of Yumiko falls out. Michio activates Fenrir and ejects his pod, but the Mark Nicht grabs it and smashes it into his Fafner when Fenrir blows up. Soushi is covered in crystals as Kazuki desperately tries to get him free. The Siegfried system is enveloped in a black orb and the Mark Sein’s arms are cut off. Kazuki frantically calls for Soushi as he sees the Siegfried system is no longer there.
This was one hell of an episode and another turning point in the series. Death plagues this episode with Mitsuhiro, Yukie, Kenji’s mom, Chisato, Tezuka and Michio all meeting their ends. It was good to see Mitsuhiro and Yukie get what was coming to them, though it’s kind of a double edge sword since Idun comes back after a nine episode absence, being as annoying as ever. We’re also introduced to the resident badass mech of the series, the Mark Nicht. It has awesome power and can’t seem to be brought down. The saddest part of the episode was seeing Michio go. He was such a loveable character who you want to see have a happy ending with his new family, but it is not meant to be. Soushi is gone and Idun undoubtedly survived the Fenrir. Things don’t look good for our heroes.