Riku asks Ayame why she can’t let him pass, and she answers that she has an order to defeat him. He doesn’t understand, and she tells him that she’s also fighting to protect something. The Armed Armor Hattori then breaks apart and combines with the RX-Zeromaru to create its full-sized Real form. Ayame declares that she won’t hold back and charges toward Riku. Kyoya’s AGEII Magnum hides from the Mass-Diver’s Providence Gundam. Kyoya notes that the Mass-Diver’s movements don’t match standard patterns, and the Mass-Diver answers that he usually plays other games and doesn’t care at all about GBN. Riku blocks one of Ayame’s attacks and says he doesn’t understand because they’re teammates. She tells him that she once had teammates who were dear to her. In her early days with GBN, she was saved on a mission by a force of SD-only units. Leaders Kozy and Su invited her to join Le Chat Noir, and she accepted. The force grew in power as it racked up wins and created an original SD Gundam based on data from everyone’s units. However, things changed when a mercenary named Tsukasa Shiba offered to supply them with real type units due to the limitations of SD units. After that, the force suffered a string of defeats and dropped in the rankings, which sapped morale. Members began to blame each other for the losses, and some begged Kozy to have them switch to real types. Kozy decided to switch to real types, but part of the deal was giving their original SD Gundam to Tsukasa.
Outside the resource satellite, the Build Divers and the Coalition continue the fight against the Mass-Divers. A Mass-Diver in a Gundam AGE-1 Titus attacks Shahryar and Tigerwolf so that he can get a bonus. Ayame tells Riku that she can understand why Kozy made the trade to protect his force and that she would’ve done the same. However, the force lost its attempted comeback battle even with a real type, which led to a downward spiral of members quitting. In the end, everyone left except for Kozy, Su and Ayame. Kozy blamed himself for being a bad leader, and then he and Su quit as well. Ayame thought that if she could get the Gunpla back it would bring the group together. However, Tsukasa only offered to give it back if she worked for him as a Break Decal peddler and spy. She tells Riku that she’s gone too far now to turn back and attacks him again. She corners Riku with a rifle and vows not to let her memories of her friends fade away. Ayame admits that she has lied and betrayed people by working for Tsukasa, so there’s no turning back now. Riku asks how she can destroy GBN, the place where she made all those memories with her friends in the first place. She answers that she didn’t think the Break Decals would have such an effect, but even if she stops now, it won’t fix her sins. Riku counters that Ayame can work to make amends, and Sarah says that Ayame and the RX-Zeromaru are crying. Ayame asks where a traitor like her can go, and Sarah and Riku declare that her place is with the Build Divers. Riku states that if she can’t bear her sins alone, they’ll bear them as a team. A Mass-Diver in a Qubeley fires at them and tells Ayame to finish Riku or be destroyed alongside him. The Qubeley is then attacked by Ayame, who tells Riku to go on and face Tsukasa. Kyoya attacks the Providence Gundam from behind and rips its backpack in half before blasting the suit to pieces. Tigerwolf and Shahryar use special attacks to destroy the AGE-1 Titus before heading into the resource satellite. Ayame grabs the Qubeley from behind, so the pilot responds by deploying his bits. Ayame says that he’s clearly not a Gundam fan, and she activates the NT-D System to seize control of his bits and destroy him. Riku and Sarah leave the 00 Diver Ace and head into the control room where Tsukasa is. Tsukasa wants to know how Riku found him, and Riku says he won’t forgive him for what he’s done. Tsukasa counters that he can’t forgive GBN and will destroy it himself.
This episodes continues the cliffhanger from the last episode by launching into an extended flashback of Ayame’s GBN history. We learn that she was part of Le Chat Noir, an all-SD force that eventually went into a deep losing streak due to the limits of their Gunpla. Tsukasa preyed upon this weakness and eventually turned Ayame into his servant/spy. Of course, like any other blackmailer, he was never going to give her back that Gunpla and would just hold on to it until the moment he destroyed GBN. Of course, that Gundam could’ve probably been recreated from scratch, and while that would’ve meant a loss of battle data, it’s a better scenario than working for a shady person like Tsukasa. In these last two episodes, we’ve seen players fighting against mercenary Mass-Divers who for whatever reason are dressed in the Team Trinity spandex from Gundam 00. These Mass-Divers boast about not caring about GBN, so it was good to see Ayame exploit that lack of knowledge by using the NT-D System to destroy one of them with his own bits. Riku managed to convince Ayame to give up the path that she was on, but now he’ll have to face Tsukasa, a mastermind who has foiled far more experienced players.