The Mark Nicht is heavily damaged and Kazuki flies out of the water and slams into it. He screams to give Soushi back, but the Mark Nicht vanishes with a black orb. Akane appears in the arctic and wonders why she is there. She realizes she has become independence and disappears. Youkou gives a damage report and Fumihiko asks if they can tune the Siegfried system for the UN’s attack on the North Pole. She says it’s not going well and Mamoru’s dad, Tamotsu, walks in. He begs Fumihiko to let him tune to system so the Festums can feel Mamoru’s pain but the old woman tells him the children aren’t tools for revenge. He breaks down crying and says it’s his fault Chisato and Tezuka died because he wasn’t there. Yumiko cries over the loss of Michio and Kenji mopes in his house. Sakura’s mom says she’ll make him a deal and Kenji says his mom died in his place because he was scared. Maya and Kazuki talk at a cliff and Maya says she started rock climbing because it felt like her father’s back. After hearing that Mitsuhiro is probably dead, she says she probably won’t climb anymore. She asks why Kazuki likes that place and he says it’s because his mother did. Maya wonders if the enemies are really at the North Pole. Kazuki says he’ll go find out and Maya says it’s fine if he just stays at the island. Kazuki asks if she’ll stay, but she says she’ll go if he goes. It starts snowing and Kazuki puts his jacket on her. Cannon listens to them and regrets that she still doesn’t have anything to say to Kazuki. Maya and Kazuki walk back and see Kenji preparing to move in with Sakura’s mother. Kazuki tells Kenji to stay there because he doesn’t want anyone else to die. Kenji starts crying and tells Kazuki to fight him. Alvis gets a message from the UN and Fumihiko says that they will participate in the operation. Chizuru tells Cannon she can pilot a Nothung model now, and she’s glad. Yumiko comes in and asks her mother to check her body. Kyouhei tries to talk Fumihiko out of taking part in the operation, but he says Kazuki will go anyway. Kyouhei asks what excuse he’d give to Akane and Fumihiko says it is the only thing a human like him can do. Kazuki and Kenji fight in the Kaname dojo and Kazuki is winning. Kenji manages to flip Kazuki and they both lie on the floor. Kenji says Sakura would be surprised if she had seen that. He says Sakura’s type is some one like her father and asks if he can be strong like Mamoru. Kazuki says he will. The alarm goes off and Kenji says he’s going too. A Festum attacks but another one appears and destroys it. The remaining one disappears and Alvis gets a message from Akane saying she wants to talk. Akane is met by Tsubaki and she welcomes her back.
Akane says she was lead to the island by memories and Tsubaki is glad she has understood what memories are. Fumihiko arrives to demands to know what she’s scheming. He asks if there are conflicts in the Festum and Akane says some Festum who assimilate humans might form personalities. She says for some reason Akane’s personality has remained independent and has been influencing the Festum. Fumihiko asks why Akane was the only one and she says they don’t know either. She says it’s probably because Akane wanted to be assimilated and Fumihiko draws his gun. She says Akane received the Festum’s blessing and reversed it because she was able to understand them. Fumihiko remembers Akane telling him that Festums are made out of silicon and that she’d like to talk to them. Fumihiko asks why she came and she says she has a request. She says that Festum were original one and didn’t exist anywhere but Akane changed that. Fumihiko asks of Akane is still talking to the Festums and she says she can give them what they want. Fumihiko asks if she can give back the lives they’ve taken. She says it’s impossible because even they can’t control time. Tsubaki tells her to show them the data and they will understand. Alvis receives a massive amount of data and Akane says Mir is withholding the rest. Fumihiko asks if it can help save the pilots and she says it’s possible. She says she has give them the best plan to use during the battle and that they might be able to get Soushi back. Kazuki is glad to hear that Soushi is still alive and Akane says more Festum have come to destroy her. Solomon detects lots of Festum and Kouyou arrives. Akane says they will hold them off and Kouyou turns into a Festum and disappears. Fumihiko accepts Akane’s request and she thanks Fumihiko for raising Kazuki. She transforms and her and Kouyou destroy the Festums. The pilots are given a new medication developed with the help of the data and are briefed on the prototype Siegfried system installed in their Fafners. They are told they will all feel each other’s pain but they say they’ll endure it because Soushi felt their pain. There are also told that if one unit falls, the system will be dead, so none of them can die. They go over the plan and decide to call it Operation Azure. Youkou tells Cannon she’ll be waiting for her and Cannon asks if she can call her mother when she returns. Youkou agrees and tells her to come back safely. Chizuru confirms that Yumiko is pregnant and she tells the pilots to show the child that there is a way. Kazuki asks Fumihiko if he can teach him pottery when he gets back and he agrees. The pilots prepare to leave and Maya writes the coordinates of Tatsumiya Island on their arms so they’ll all make it back alive.
One word sums up this episode: Ouch. As the name implies, this episode is all talk. It’s all right at the beginning, but once Akane shows up, it’s one big headache. I’m sure she says some deep and interesting things, but I didn’t understand half of what she was saying, so the above summary might be lacking. It’s also rather strange how both Akane and Kouyou turn into what could be described as a “Super Festum.” With the Super Festums protecting the island, the Fafner pilots are free to help the UN attack the Festum stronghold. This episode sets up the finale and despite everyone’s promise to come back safely, some casualties might be in the future.