Maya takes pictures of the destroyed island from a ledge and says that people’s memories used to be there. Kyouhei tells her to get down before she hurts herself and she says she’s fine and jumps down. Kazuki tells Kouyou they’re going to move the Fafners to another position, but he replies that he doesn’t have to follow his orders. Soushi tells him to stop because they’re in the middle of an operation and Kouyou asks him if he said that when he abandoned Shouko. Kazuki says Soushi wouldn’t do that and Kouyou cuts the communication. Yukie gets an update and is told they’ll be done by sun down. She then asks about the ‘other’ unit, and she’s told they are progressing. A group of armed men walk down the dark underground corridors and Yukie is asked if Kyouhei knows about the other team. She says he doesn’t and they shouldn’t be worried because he’s sleeping under a tree. The team continues to investigate the island, and some mechanics are hurt when a building collapses. They call for a medical team and Yukie is informed that the other unit has found the giant stone gates, similar to the ones under Tatsumiya Island. They blow the gate open, and Kyouhei hears the explosion. Maya asks what it was and a woman comes to get Maya’s help. Kyouhei slaps her on the back, telling her to get to work and she accuses him of not intending to work at all. Kyouhei despairs, saying a young girl scolded him. When Maya leaves, he glares at Yukie and says he should go to work too. Maya tends to a wounded mechanic, but she ties the bandage too tight so he asks her if she can get some one else. The other team enters a room and finds a young boy floating in a tube. They say they found their target and get to work. A soldier stares at the boy and the boy’s eyes open. Kyouhei contacts Fumihiko and tells him that Yukie is looking for something. He asks if he can do what he wants, and Fumihiko tells him he has to get it first. A soldier copies data from a terminal onto a disk when he hears glass shattering. The boy breaks out of the tube and looks at the soldiers, asking “Are you there?” A stunned soldier tells him to stop reading his mind and a black orb materializes in his helmet, killing him. Using what he took from the soldier’s mind, the boy sees that they’re from the other Alvis and Yukie asks what’s going on. The boy says that the core is gone and he tells the soldier that he is them. All over the island Festum appear and triggers Solomon back at Alvis. Fumihiko is shocked and they aren’t able to identify the cause. Yukie sees a video feed of the boy, and tells her men to retreat. Soushi tells Kouyou and Kazuki they have to help the workers and Fumihiko orders everyone to retreat, but small animal like Festum attack and kill many of the workers. Chizuru comes into the command center and asks Yumiko how Maya is and Yumiko tells her to calm down. Maya helps some injured escape, but a small Festum goes after them. Yukie asks how the evacuation is going and is told some people are still trapped underground. She says that launching the transport plane is a higher priority. Kyouhei asks if she plans to abandon them and he walks off saying how scary it is. He grabs his gun and Yukie says it’s useless to save them. Kyouhei says that he’s an idiot and it’s the adult’s job to protect children. Back on Tatsumiya, Sakura launches her Fafner on the Lundwurm and heads to the other island. Kazuki and Kouyou destroy Festum while the workers escape and Kouyou says he’ll never leave a comrade behind. The remaining members of Yukie’s team try to escape, but the boy appears before them and asks if they’re there before killing them. With the team dead, Yukie says there’s no reason for them to stay on the island.
Yukie tells Fumihiko they should use Fenrir and destroy the island with all the Festum. Fumihiko asks her if she wants to do it before the evacuation is complete and she replies it’s better than them being assimilated and becoming enemies. Fumihiko gives her permission and Chizuru is shocked at this. Fumihiko gives her a reassuring nod and tells Soushi he wants him to do something. While escaping, the catwalk Maya is running on breaks and she grabs onto the ledge. The mechanics with her go to help, but they are shot from behind. Maya pulls herself up to see one of the soldiers, and he asks if she’s there. A near by gas tank explodes, knocking the soldier back. Maya looks to the side and sees that Kyouhei was the one who shot it. They look where the soldier landed, only to see his empty uniform. Maya asks what happened and Kyouhei says he was assimilated. Kyouhei sees something and takes the data disk from the soldier’s uniform. Yukie asks who’s still active underground and is told that Kyouhei and Maya are moving towards the surface. Yukie says that they’ll make good sacrifices. She contacts them and tells them to initiate Fenrir and he says he’ll do it. Kazuki connects to the island’s computer and gets Fenrir’s access code and Kyouhei apologizes to Maya for a troublesome thing. They go to the command center and Yukie tells him to set Fenrir for thirty minutes. Kyouhei thinks that’s too fast but she says any longer and it would be dangerous. Kyouhei says fine, but instead, he sets the timer for forty-five minutes. Soushi tells Kazuki and Kouyou that one of them has to go underground from the sea and help personnel escape. Kouyou volunteers, saying he’ll do what the others couldn’t. Soushi tells Kyouhei to head underground because it’s the only place they can escape. Kazuki tries to talk Kouyou out of it, but Soushi says he’ll be directing him. Soushi tells Kouyou that he will not forgive another reckless action like Shouko’s and that if there’s a risk of loosing the Fafner, he has to abandon the rescue operation. Kazuki insists that they’ve never fought underwater before, so Kouyou wouldn’t be able to handle an attack but Soushi tells him to concentrate on fighting the enemy above ground. Yukie boards a boat and is shocked to see the Mark Vier dive into the water with a submarine. Chizuru asks Fumihiko if Maya will be all right and he says it’ll be fine. Kyouhei kills a small Festum but his gun runs out of ammo so he drops it. Sakura approaches the island and Kazuki aims at a Festum. Soushi tells him that when he destroys that Festum, the others will go after him. Yukie tells the boat to launch but an underling says there are still survivors. Yukie says that it’s an order and the boat leaves. The young boy floats above the island and transforms into an older version and smirks. Kazuki fires at the Festum while Kouyou descends deeper into the ocean.
Some interesting things going on in this episode. Not only is Yukie a bitch, but she’s also a sinister schemer, but she’s still out smarted by Fafner’s comic relief, Kyouhei Mizoguchi. He’s quite a fun character and always has a wise crack up his sleeve. Yukie thinks Fenrir will explode in half an hour, but boy will she be surprised when it doesn’t. We finally see what happens to an assimilated human and they basically turn into puppets of the Festum. We’re introduced to Festum Boy Idun in this episode, or, as I like to call him, annoying Festum kid. If he’s like this, I wonder if the little girl on Tatsumiya is the same way. Kouyou is rebellious in this episode and impulsively decides to play the hero. I see something happening to him in the next episode.