Soushi and Tamotsu encounter ghostly figures on their way to the Mark Nicht. Soushi wonders if they’re residual thoughts dwelling in the mech. Hiroto, Akira, and Rina enter Kazuki’s shop and are surprised to see the UN pilots there. Billy praises their skills but asks why they don’t help anyone. Rina snaps at him and asks what the UN has ever done for them. Jonathan tells Billy to apologize, admitting that even though the island gave the UN power, the UN never helped the island. Jonathan elaborates that by power he means the Makabe factor, a drug created using Kazuki’s genes that allows normally unsuitable people to use Fafners. Ai thanks Kazuki for allowing her to pilot a Fafner but he leaves on delivery. Jonathan asks to speak to Maya and Billy thinks he’s trying to make a move on her. Ai scolds Billy and punches him when he reveals she likes Jonathan. When in private, Jonathan tells her about Mitsuhiro Bartland and says he heard about the island and Maya from him. Jonathan reveals that Mitsuhiro was his father, making him and Maya siblings. Tamotsu finds no signs the Mark Nicht has booted up, yet it still got into the system. Tamotsu says they can’t exact the core from it since it assimilates their equipment so all they can do is seal it away. Jonathan says their father treated him like a lab rat most of the time and that he was obsessed with revenge against the Festum. Jonathan claims to be different and asks Maya to introduce him to her family. Since he’s related to Miwa he says he’ll risk his life to protect them. Yumiko tries to join in on Miwa and Emery’s conversation but she has no idea what they’re talking about. Narain speaks with Fumihiko and says his squad, and perhaps the entire island, has Esperanto traits but none can rival Miwa. Narain says he’d like Miwa to meet their Mir, which is a giant tree, to make coexistence a reality. Narain reveals their Mir has told them that a new Mir is coming to the planet. Soushi leaves the containment facility and finds Kazuki waiting for him outside with a delivery. Narain calls the new Mir Altair and says their attempts to communicate with it have failed due to the giant Azazel type Festum. The Azazel type was born from a Mir fragment and hates mankind. If Altair meets with it things will get worse so Narain wants to use Miwa’s power before that. Kazuki and Soushi eat on the beach and Kazuki speaks of what the UN pilots told him about the Makabe factor. Soushi theorizes they won’t live past their twenties and Kazuki muses about how they thanked him. Soushi admits they’d do the same and comments on how long Kazuki’s hair has gotten. Kazuki says when he thinks about how it’s a part of him he can’t cut it. After the restaurant is closed, Maya talks with Canon. Maya confides that she has a younger brother now, prompting Canon to ask if Chizuru’s partner is Fumihiko. Chizuru meets with Fumihiko and other members of Alvis, reporting that Miwa has confirmed Narain’s story. They discuss how they could get Miwa to the Mir, located in Srinagar, India, but note that sending a Fafner unit would weaken the island defences. They don’t have enough Fafners or pilots and Solomon’s readings suggest the Azazel type is tracking them. Fumihiko tells them that Narain said if they let Emery meet the island core, Tsubaki Minashiro, she can raise their military power. Fumihiko decides to let them try in the morning. Maya is reluctant to let Jonathan meet her family, but Canon thinks she should go for it since Canon found a family on the island. Canon talks about Kazuki going to see Mark Sein but Maya thinks he’ll be fine since he now has a place to belong to away from the battlefield. Canon asks if Maya is working at the store and still piloting a Fafner to protect Kazuki’s place, but Maya doesn’t know.
The next morning everyone goes to see Tsubaki and they’re surprised to see she’s accelerated her growth. Emery approaches and asks Tsubaki to give them strength. Emery starts to get assimilated and Narain says you can’t speak with a Mir without being prepared to pay the price. Narain puts his hand on Emery’s shoulder and says if it comes to it he’ll disappear instead. The core resonates and Emery and Narain are released. Several new Festum cores appear out of the Well of Urd. Emery says now a lot of people can fight for a long time but Seri doesn’t believe that’s what Tsubaki wants. Soushi notices that Narain’s arm has become Festum like and Narain says he’s being kept alive by the Festum like Soushi. As the cores are collected, Canon is excited at the chance to get more usable Fafners, possibly even unmanned ones. A core starts assimilating the equipment and Cheremy Lee Mercy asks why that’s happening since the Well of Urd is a computer that works as Solomon’s brain. Fumihiko says it’s because that’s where Tsubaki was born after the pregnant Saya Minashiro was assimilated by the Mir. What was left of Saya became the liquid computer and Tamotsu wonders if she’s still in there. Ikumi believes Saya’s consciousness doesn’t exist, but she continues to cause the Mir to change. All the cores are found to be compatible with the Fafners, and the cores they had previously have all been upgraded as well. They now convert matter in the air into fuel rather than use their internal power sources and Ikumi describes them as black boxes. Sui, Reo, and Mimika all passed their tests to be new pilots and the Fafners appears to be protecting them from the assimilation phenomenon. Fumihiko says whether they have a force to send outside the island will depend on the new pilots and Fafners. Sui, Reo, and Mimika get ready to begin training. Soushi watches Tsubaki and his left eye glows gold. Far from the island, the Azazel type Festum appears.
The price of a conversation in this particular case is a bit of a headache. They dumped a lot of things in our lap this episode and it felt like they were in quite the rush to do so. For example, Rina snapping at Billy happen too quickly without any sort of build up. Tsubaki makes some new Festum cores (because she can suddenly do that now) which not only powers up the Fafners but don’t assimilate their pilots either. At least the staff at Alvis believe it’s too good to be true, and Soushi’s narration confirms that is indeed the case. In the middle all that they throw in a flashback explaining Tsubaki’s birth, but that’s really something they should have included in the first season. There is still quite a bit to like about the episode and it did get some laughs, particularly with Canon’s misunderstanding. She and Maya still care quite a bit about Kazuki, but unfortunately for them he was off having a romantic moment with Soushi on the beach. Jonathan seems like an okay guy so far so I hope that apple fell particularly far from its tree. It’s also nice that we have a clear direction for the plot: get Miwa to Srinagar before Altair arrives. They’ll probably have to go through the Azazel type to do so, but if that thing’s really so hostile why did it do nothing in the previous episode? Well, hopefully since they got so much stuff out of the way in this episode subsequent ones can pace themselves better.