David takes Clayton and the children aboard the tripod carrier. Anna notes how everyone is on edge, wondering when the next attack will come. Arthur asks why they haven’t launched yet, and David explains that they have to wait for the right orbit so that they can control their ascent. Arthur says they have to get away from the killing machines, and David adds that they also have to be wary of the military satellites in Earth orbit. Anna introduces herself to the children, but some of the younger ones are too nervous to speak. Eiji announces that they can launch in one hour to reach optimal Earth orbit, and the kids are excited at the news. Elsewhere, Gresco’s flagship receives cargo from a warp bubble and pulls it in. Julia is brought before Gresco and explains that she’s been sent to persuade Eiji, but Zuhl says that’ll be unnecessary soon enough. Once the Moon is taken care of, they can start their war and eliminate everything on Earth. Gresco asks Julia what she is, and she answers that she’s Gradosian. Zuhl asks if she’d be willing to die for the sake of Grados, and she says she would. Zuhl mentions Gale’s death, and Karla explains that he was killed by Eiji. Anna tells Elizabeth about the departure time and asks about Clayton. Elizabeth explains that they were lovers once, but that’s in the past now. Arthur makes silly faces to entertain the kids, while David and Simone discuss Elizabeth and Clayton meeting again. He asks her if she’d take care if him if he were injured, and she answers that she would. Anna returns to the cabin and finds Eiji asleep from exhaustion at the console. David gets into the Baybull to relieve Roanne, who has been guarding the tripod carrier in the Buldy. Clayton wakes up from a nightmare about the Skull Gunner attacks, and Elizabeth finds that he has a fever. Clayton asks where they are, and Elizabeth tells him it’ll be another 40 minutes before they leave. Clayton feels pain and tells Elizabeth that he needs her now as much as he did then. She counters that he didn’t come back when he needed her the most, but that’s in the past now. Elizabeth sees that Clayton’s eyes are infected and he’ll go blind without proper medicine. David falls asleep and doesn’t notice Elizabeth leave the tripod carrier on her own. Eiji and Roanne wake up, and Arthur reports that Elizabeth is gone.
Eiji asks Clayton about Elizabeth leaving, and Roanne tries to radio her. She explains that she went to the medical center to get antibiotics and will return soon. David tells Elizabeth to wait for him and takes off, which attracts the attention of Skull Gunners. Elizabeth enters the medical center and hears the hum of Skull Gunners nearby. She accidentally knocks over a pill bottle, which attracts their attention and allows them to pick her up on sensors. A Skull Gunner smashes through a wall and opens fire. Several more chase Elizabeth and try to target her with their lasers, but they’re destroyed by the Baybull. David lifts her up into the cockpit, and one of the Skull Gunners tries to shoot his cockpit. More Skull Gunners arrive and are attacked by Layzner, Buldy and the tripod carrier. Roanne panics when he’s surrounded, but David provides back up for him. Roanne tells David that the enemy is trying to lead them away from the tripod carrier. Roanne uses his knuckle shot to fight a Skull Gunner at close range, but another one rams into him from behind. Eiji helps him break free and destroys one of the attackers. The tripod carrier starts to move, and Eiji tells David and Roanne to return and dock. Eiji fires a calf missile and asks David if he’s trying to get Elizabeth killed. Eiji keeps attacking from above and is knocked down to the ground. Arthur uses the tripod carrier’s cannon to destroy a Skull Gunner. Rei recommends retreat as Layzner continues to take damage. Eiji wonders if he can hold out long enough to draw out Layzner’s secret. The computer goes out of control again and causes Layzner to glow blue. Layzner flies around at high speed and destroys multiple Skull Gunners in quick succession. Eiji removes his hands from the controls and sees that Layzner is acting on its own. Layzner changes rifle cartridges and continues to act independently until all the Skull Gunners are destroyed. Eiji asks the computer if Rei is in charge, but a different voice answers and says he’s wrong. The tripod carrier takes off, and Anna thinks to herself that Layzner looked as if it were possessed by a demon.
The group leaves the Moon and completes another stage of its journey, but not before facing a tough battle. Eiji deliberately puts himself in danger a bit longer to try and draw out Layzner’s secret, which he does. Layzner turns blue and fights on its own again, which Eiji verifies by removing his hands from the sticks. He also learns that the program in charge isn’t Rei, but another one that sounds like a voice distorted male kidnapper. We learn a bit more about Elizabeth and Clayton’s relationship and why it failed, which leads to some interesting comments between Simone and David. After being mentioned so many times, Julia makes her proper debut and learns very abruptly about Gale’s death. However, it’s not the full story since it’s now clear that Eiji didn’t kill him. I don’t think that will be enough to stop them from becoming enemies.