Operation Azure commences and the Fafners launch in the Devilray carrier plane. Chizuru and Tsubaki watch on and Tsubaki assures Chizuru that they will be fine. Tsubaki collapses and says she’s glad she could see them off while she’s still able to go outside. On the Devilray, Youkou, Kyouhei and Tamotsu are amazed at how calm the pilots are. Tsubaki wakes up in the infirmary and Chizuru tells her it’s time for her to go back into the tube. Fumihiko says plants and animals are dying all over the island and Tsubaki says it’s because Mir has learned about death. Rina asks what she means and Chizuru explains that Mir controls the functions of the island. Tsubaki says she must tell Mir that death is only the beginning and that the cycle continues. Rina asks where Mir is and Seri says they should get rid of it if it causes harm. Chizuru explains that they are breathing Mir and Fumihiko says it controls the air cycle inside the disguise mirror of the island. Chizuru says that it changed from a crystal form into oxygen. Fumihiko says once Mir has learned the cycle of life, they will be able to live. Tsubaki says that she must go back to her tube or else everyone will die. The Devilray joins up with the UN forces and Youkou is amazed at how many ships there are. Kyouhei says that it will be the end of mankind of they’re all destroyed. They make contact with Burns and he explains that all teams will act independently to counter the Festum’s mind reading ability. Kazuki asks Kenji to go over the plan because he’s the student council president. Kenji explains that they’ll go to a point and change equipment, then go see Akane to learn where Soushi is and finally escape with him. Kazuki asks Cannon to go over the formations and Kyouhei says Kazuki’s created a form of combat were everyone is equal. Kazuki asks Maya what the most important part of the mission is and she says it’s to all come back alive. The battle beings and the Fafners are dropped. The Fafners proceed to the first point, destroying Festum along the way. Idun tells Soushi that he will teach them how to fight and destroy the humans.
Alvis prepares to put Tsubaki back and Yumiko wonders how the battle at the North Pole is going. Tsubaki says goodbye to Rina and Seri, but they say they want to be with her until the very end. Kazuki is caught by a Festum and Cannon cuts him loose. Kenji blocks another Festum and Maya shoots it down. Small Festums rain down on them and Cannon and Kenji block them with their energy shields. Kazuki destroys the leader, but breaks one of his swords in the process. Idun forces Soushi to make strategies for the Festum and Kyouhei notices they’re beginning to organize. The Devilray reaches the point and drops new equipment. The Fafners reequip and continue on. The UN Fafners are easily destroyed and Kenji says they’re going the wrong way. Kazuki says they might notice them and follow as they head underground. Idun asks Soushi the best strategy and Soushi says to break up their team. Tsubaki gets ready to go back into the tube and Rina and Seri ask if they can hold the wires that connect Tsubaki to the island. The Fafner team is attacked from below and Kenji and Cannon are pulled underwater. Kazuki goes after them and Cannon is eaten by a whale like Festum. The hole freezes over, separating Maya from the others and two other Festums separate Kazuki and Kenji. Cannon cuts out of the whale Festum and is quickly surrounded. Kazuki also finds himself surrounded as the UN continues to get decimated outside. Burns orders everyone to push forward. Cannon is asked if she’s there and she says she used to be nowhere but she is now there. She starts destroying the Festum and Kenji destroys the one attacking him. Soushi is almost completely covered and crystals and says they have to live until they understand.
The final battle begins with a full scale attack on the North Pole. The UN forces are scattered everywhere and have to act independently, but they really don’t have much choice since the Festum can read their minds. On the other hand, you have Idun forcing Soushi to create strategies for them. The Tatsumiya pilots get separated because of this and are being overwhelmed. Back on the island, we have the Mir killing everything off, and now Tsubaki has to go back into her tube to teach it that after death comes life again. Only one episode left. Will everyone be able to come back alive?