McGillis calls Proto, who informs him that he’s been stripped of his position in Gjallarhorn following his flight from Earth. He mentions that Rustal got a statement from Iznario indicating that McGillis isn’t his blood relative. Proto won’t help McGillis, but he does owe him and offers to turn a blind eye to his forces making landfall on Mars. An officer asks Proto if that’s smart, and he answers that given McGillis’ luck, anything could happen. Yamagi and Ride discuss the poor state of their mobile suits on the shuttle trip to Mars, and Nadi informs them that they used up all their spare parts already. McGillis meets with Orga, who says they aren’t equals and wants McGillis to obey them now. Later, Orga meets with the senior staff in his office, and Chad reports that McGillis went somewhere to check something out. Eugene wonders what would happen if they hand over McGillis and the Gundam Bael to Gjallarhorn, and Akihiro points out that Orga won’t betray a partner. Orga reiterates that, but notes that the right thing doesn’t seem to matter to McGillis anymore. A boy interrupts to tell them about a TV news report that is painting Tekkadan as villains. Rustal discusses his plans with Gaelio and Iok, which includes letting Tekkadan starve from their lack of supplies. Iok asks for a role in the final battle, and Rustal answers that he can’t lead troops. At school, Cookie and Cracker hear other students gossiping about Biscuit and Tekkadan. Kudelia visits Atra and Sakura on the farm, and Atra tries to tell Kudelia something important, but is unable to. Kudelia goes over to see Mikazuki, who is looking at flowers that Kudelia tended to. Merribit informs Orga that all their accounts have been frozen and no one will lend them money, but Dexter is trying to do what he can. Kudelia meets with Orga and tells him that Nobliss cut off all funding to her so that she wouldn’t give it to Tekkadan. Orga tells her that she should cut ties with Tekkadan and avoid sharing their fate, and he asks Merribit to gather everyone up. Orga tells the assembled group that if anyone wants to quit Tekkadan, they should say so now. He apologizes for the company not being where it’s supposed to be, and Eugene and the others interrupt and start yelling at him. Zack decides to quit and tells everyone that the end is already here, but Hush grabs him and tells him to shut up. Zack and several other members walk away.
Later, Zack packs his bag and complains about Hush to Dane. He asks Dane why he’s staying and offers to let Dane come to his home. Dane reveals that he’s a criminal and killed lots of people, but Tekkadan accepted him anyway. Zack says he now feels like the bad guy for leaving, but he knows that things will end badly for those who decide to stay. Nadi tells Merribit that she should leave too, but she refuses. She asks why he isn’t insisting, and he answers that he knows how stubborn she is. Orga calls McMurdo to ask a favor, and McMurdo notes that their relationship is over. Orga says his favor doesn’t involve money, and that is making contact with Rustal. Late at night, Kudelia finds Mikazuki connected to the Lupus Rex and reading about vegetables. Mikazuki asks Kudelia to help raise his child with Atra, which catches her by surprise. Mikazuki says that he doesn’t feel like he’s going to die, but it’s good to make a promise. Kudelia agrees, on the condition that Mikazuki give her a hug. Mikazuki gets up and walks to the limit of his cable length, so Kudelia walks over and hugs him. He asks why she’s crying, and she says she probably knew he and Atra would end up together. She feels happy and sad, and Atra chimes in that she should have Mikazuki’s baby as well. The three of them hug, and Kudelia vows to protect Atra and the baby. Orga makes a voice call to Rustal and reveals that he intends to break up Tekkadan and is willing to hand over McGillis and the Gundam Bael. Rustal answers that he needs a scapegoat to show Gjallarhorn’s deterrent power to the world, and McGillis alone isn’t enough. He wants to destroy Tekkadan to restore peace, and Orga offers himself up as a sacrifice in everyone else’s place. Rustal notes that an organization is made up of many individuals, and Orga’s death wouldn’t erase their crimes. Eugene walks in and grabs Orga by the collar, asking if everyone’s lives are so cheap to be traded for Orga’s alone. Orga answers that they could lose everything because of him, and Eugene and Akihiro counter that Orga gave them everything. Eugene tells Orga to stop trying to take everything up on his own. He meets with the senior staff in the mess hall, and Kudelia has the idea of taking new identities on Earth with Arbrau. Merribit and Dexter interrupt with news that they’re able to access some funds that Dexter had placed in a separate account. Orga bows in thanks to them and says they can use that money to make it to Earth. Kudelia decides to call Makanai and sees that the phone is dead. Ride and Akihiro walk in with news that Gjallarhorn has completely surrounded the base.
McGillis’ rebellion is dealt another blow with the news that the Gjallarhorn Mars Branch won’t be providing him support, which was alluded to last episode by Rustal. If you’re counting on the support of the Mars Branch for your revolution, maybe make sure that’s all sewn up before you get started? This demonstrates once more that McGillis can only conceive of simple plans and has no ability to adapt to the circumstances. Orga spends most of this episode feeling sorry for himself and demonstrating buyer’s remorse for hitching Tekkadan’s fortunes to McGillis. Although he reiterated that he wouldn’t betray a partner, he tries to do exactly that when covertly offering to sell out McGillis to Rustal. Kudelia offers everyone a moment of hope with the plan to escape and start their lives anew on Earth, but that hope is dashed when Gjallarhorn shows up. On another note, Atra’s long running baby subplot actually goes somewhere with the revelation that she and Mikazuki had sex off screen. Given the severity of the current situation, I don’t think any potential baby is going to keep Mikazuki anchored to Atra.