As the Behemoths continue to bombard Merida island, Tessa asks about the status of the arm slave team. She informs Clouseau that the time to start the attack will be up to him. Clouseau tells the SRT that Weber, Speck, Roger and Castello will attack one Behemoth while he and Mao handle the other two. Mao controls four M6 arm slaves remotely and has them fire missiles at the red Behemoth. The missiles are blocked by the Lambda Driver but the torpedo mines that Mao activated manage to knock the Behemoth off balance. Kalinin tells the SRT that they need to stop the Behemoths before Amalgam’s landing forces reach the island. The Behemoth takes out the M6’s with its howitzer cannon and missiles, forcing Mao out of cover. Speck asks Weber if Tessa was really going to shoot him, and Weber replies that Tessa wouldn’t but he would. As the black Behemoth approaches, Weber activates the Fairy Eye to see where the Behemoth is projecting its barrier. In a flashback to the mission briefing, Mao informs everyone that the Behemoths can’t shield themselves from unexpected attacks and that the cockpit is in the head. Because the cockpit is heavily armored, they have a very short amount of time in which to attack its weak point before it puts up its barrier. Weber says that he has a plan. In the present, Speck and Roger flank the black Behemoth and hit it with rifle fire while Castello fires missiles at its front. Weber uses the distraction to fire a cannon round at the Behemoth’s head but fails to destroy the cockpit. The Behemoth retaliates with missiles and puts everyone on the defensive. Roger’s M9 is heavily damaged but Speck manages to grapple up to the Behemoth’s head and starts shooting it. Speck tells Weber to inform Tessa that he was sorry and never intended to sell her out. The Behemoth knocks Speck into its hands and decimates the M9 with its head cannons before crushing it to pieces. An angry Weber fires several cannon rounds into the Behemoth’s head and manages to destroy the cockpit. Without the Lambda Driver, the giant arm slave crumples to pieces.
The yellow Behemoth climbs onto a cliff but Clouseau blows it up with land mines and sends the Behemoth plummeting back into the water. Mao engages the red Behemoth on foot and evades its rain of missiles. Weber detects Amalgam’s helicopters nearing the island. Mao distracts the red Behemoth with another M6 and manages to damage its head with her shot cannon, but the Behemoth blows off her M9’s right arm and leg with its chest cannons. The Behemoth attempts to crush Mao with its foot but Castello grabs her at the last moment. Castello orders Mao to eject from her M9 and run while he distracts the Behemoth. The Behemoth crushes Castello’s cockpit with its howitzer cannon before flinging his M9 into the air and shooting it. An Amalgam attack helicopter flies up to the base’s runway and destroys all the grounded transport planes while Amalgam troops file out of their own transport helicopters. Kalinin estimates that they will only hold out for thirty minutes while Tessa remarks that they need two hours to escape on the Tuatha de Danaan. She calls Mardukas and tells him, to stop replenishing the reactor and go straight to a water tightness inspection. Weber reports that he’s engaging the red Behemoth and that Castello is dead while Mao is MIA. Tessa and Kalinin order him to return to base because he’s low on ammo but Weber refuses. He spots another group of Amalgam transport helicopters and starts shooting them down. Back at Jindai High, all the students are assigned to study hall due to an emergency staff meeting. On the roof, Kurama tells Kyoko that he has several bombs planted around the school that will kill her friends if she screams or calls for help. A subordinate calls in to inform Kurama that they lost sight of Sousuke and Chidori but will continue to monitor local communications. Kurama says that Sousuke won’t abandon his classmates and run. Sousuke lands the Arbalest at a nearby shrine and sets Chidori down. Chidori says that she knew the life she led until know wouldn’t last forever. She’s scared of her Whispered powers because they’re slowly turning her into a different person. She adds that while she likes Sousuke she’s also scared of him, to which Sousuke replies that he feels the same way about her. Sousuke says that he thought of running away with her but it wouldn’t be the same without all their friends from school, so he’s resolved to protect everyone close to Chidori. He asks Chidori to help him think of a way to rescue everyone at school and she accepts.
Nearly the entirety of this episode focuses on the siege of Merida island and in particular the SRT’s fight with the Behemoth trio. Through the combined teamwork of four members, the SRT manages the nearly impossible task of taking down at least one of these monstrous machines. Obviously though this was not without a heavy cost. Speck, predictably, and Castello get crushed to death with the latter’s death being accentuated by the Behemoth pilot’s flair for showing off. The situation is still pretty dire for Mithril as they desperately scramble to escape before Amalgam’s troops bear down on them. On the other side of the globe, Sousuke and Chidori decide to overcome their fears and try to rescue their friends from Kurama. Overall, this was a good action packed episode.