Sara watches Gainer fight the Overdevil from a distance and says that she loves him. Gainer calls for Cynthia to wake up, saying that the Overdevil hasn’t fully got a hold of her yet. Meanwhile Gain continues to fight Asuham in their overmen. Sara tries to call out advice to Gainer during the battle. The King Gainer grabs a ring atop the Overdevil, completely flipping it over onto the ground. Gainer notices that the outer cockpit of the Overdevil has a crack in it. He climbs out of the King Gainer and finds Cynthia inside. Cynthia complains about there not being cushioning in the cockpit and that he hurt her. Suddenly the Overdevil reactivates, swallowing both Gainer and the King Gainer into itself. Hughes tells Sara not to fight it, as she’ll just provoke it. Gain thinks the Overdevil took in Gainer due to him having the highest oversense. The Overdevil gets up off the ground. Adette, Sara and others march towards the Overdevil in their silhouette engines. The Overdevil summons an icy wind as they approach it. The controls of Asuham’s Dominator go out of control. Gain realizes he can still move Brunhilde’s arms and moves forward. He flies in front of the Overdevil, but the Overdevil moves past him and onto the Cerneboge. Tentacles start appearing from out of the Overdevil and hook into the machinery inside the Cerneboge. Hughes, Sara and Adette fall out of their silhouette engines then are suddenly raised into the air by the Overdevil as they head towards it. Gain is able to pick them up with his Emperanza. Inside the Cerneboge, various people try to sever the tentacles emitted by the Overdevil. Gain brings Sara, Hughes and Adette to the Cerneboge. Gain talks to the Wise Men. He wants to rescue Gainer, but Citran tells him as Exodus specialist he should be helping the Wise Men escape. Princess Ana says they shouldn’t be simply running away and has Gain bring her to the Cerneboge. Gainer suddenly appears, being held by a hand of the Overdevil and seemingly under its control. He says the Wise Men shouldn’t be calling themselves that simply because they are old. He points to them as those responsible for killing his parents. He says all they really want is King Gainer. Adette and Ana talk back and he shouts at them. When Sara arrives Gainer claims that even she used him and gave her empty hope. He says there is no more Exodus for him and he’ll freeze the world. Hughes jumps at him in his ninja gear but is blown away into the Overdevil’s arm. Cynthia asks Gainer what they should do with the killer of Gainer’s parents and Hughes is frozen solid. Sara starts crying. Suddenly a St. Regan railway car approaches and fires at the Overdevil.
The St. Regan car fires towards the Overdevil. Gainer says the Overdevil wants them to head back to Liman Megalopolis and suck up all the city units. The Cerneboge accelerates. Gain brings Lioubov there. Mamado tells her what she just did was dangerous. The Emperanza heads towards the Bachclone. Martina says they can’t let the Overdevil get to Liman, as there is a weapon there that can destroy the entire world. Princess says the Siberian Railway tracks are made up of special muscle engines connected throughout the world that the Overdevil will be able to use to freeze the world. Mamado thinks they should stop the train. Adette tells Sara they need to fight, even though it’s against Gainer. The Overdevil freezes an overman that attacks it and throws the frozen overman towards the St. Regan car. As it crashes through the car a man is crushed right in front of a blonde haired woman. Adette tells Sara to stop the train. Gainer and Cynthia release a possessed Hughes onto the Cerneboge who attacks Adette. Adette shoots at him, but Enge’s hat gets in the way as he and Kejinan climb up from a whole in the train. Asuham’s Dominator grabs hold of Adette, who shoots at it. The Emperanza fires upon the Dominator, releasing Adette from its grasp. Inside the Cerneboge, Bello and the mechanics work their way through one of the doors, getting help from Mamado. Sara tells Lioubov she thought she knew Gainer better than anyone but couldn’t think of anything to tell him and feels helpless. Lioubov says Gainer will still be able to feel her love from this distance, trying to inspire her. Sara starts crying. Asuham and Gain continue to fight each other and Asuham criticizes Gain for not working with him. The St. Regan car crashes and the Overdevil continues on. Hughes launches an attack towards Kejinan and Enge, causing a humanoid ice figure to appear that attacks Adette. Hughes stabs at Adette, but she distracts him with her coat. Adette then jumps into him and kisses him, trying to break him out of it. Bello, Sara and the others continue to make their way through the Cerneboge. Gainer suddenly stands before Sara, telling her she is beautiful and won’t change once he freezes her. The Dominator and Emperanza continue to fight each other. The Emperanza grabs hold of the Dominator and causes a black hole to appear around them. Light starts emanating from the Cerneboge’s engine. Sara tells Gainer that everyone trusts and rallied around him. She asks how he was easily absorbed into the Overdevil. Cynthia arrives and updates Gainer on things. She says Sara has many boyfriends and can afford to give him up to her. Sara approaches Gainer and kisses him but it has no effect. Gainer grabs her and blows cold air into her mouth, causing her to become possessed like him.
With only one episode remaining, things appear to be moving to an exciting conclusion. That the Overdevil was able to completely take over Gainer like it did was an interesting twist. One doesn’t expect to see the main hero of a series suddenly become a bad guy like this right near the end. Hopefully Sara is successful in bringing him back, although as the episode ends it appears that he has done the opposite to her. Asuham’s questioning of why he and Gain couldn’t have worked together seems odd after Asuham has held such a grudge against him for the entire series. I’m looking forward to seeing how their animosity towards each other resolves itself in the final episode. There is also focus for a scene on a blonde haired women we have never seen before making me wonder if she’s the sister that Asuham frequently mentions in his grudge against Gain.