At Little Saye, mechanics work on mass producing the L.Gaim. Kyao notices Cabot napping on the Works. He falls over, however, and Kyao realizes that he is dead and screams out in terror. A note on the corpse says Cabot is a Yaman, and Daba wonders if it’s true. Lilith tells Daba how her species has been practically exterminated. Leccee says there may be a spy and argues with Amu, who says she’s the spy, and narrowly miss being struck by falling debris. Leccee and Amu get mad at Kyao, thinking it wasn’t an accident. They wonder if he could be the spy. On his ship, Chai announces that Giwaza is coming to Mizun and they must take over Little Saye before then. They get a signal to start their operation. At Little Saye, people look at Kyao suspiciously. Kyao admits he fought Cabot earlier, but says he isn’t a spy. Stella tells Kyao he will go out on patrol to prove himself. Acting foolishly, Kyao attacks Stella and then flies off on the Desks, so Stella sends crafts after him. The real spy shows himself and asks Kyao if he wants to get revenge on Stella. The spy brings Kyao to see Chai. Chai offers Kyao a chance to join the Poseidal military and get a large reward. Gavlet spies on the conversation from outside as Chai tells Kyao to assassinate Stella and gives him a mechanic’s uniform to use. Gavlet comes in and questions whether Kyao can be trusted. He thinks the spying should be left to Nei. Chai tells him not to comment on his decisions. Gavlet makes fun of him for now being ranked below Giwaza. Kyao spies on Daba, Amu and Leccee, but Lilith finds him. They’re glad to see him back, but Leccee suspects something. Kyao goes inside the Works and Daba follows him. Kyao offers Daba the chance to join the army with him and get close to Poseidal that way. Stella and a few of the rebels come in and take Kyao captive. Daba thinks the fact that Kyao came back is proof that he isn’t a spy, but Stella won’t listen and says the two of them will be executed the next morning.
In their cells, Kyao apologizes for getting them in this mess. Daba thinks of his encounter with Poseidal. Amu and Leccee plead to Stella that Daba isn’t a spy, but Stella won’t listen to them. He is informed of the enemy attacking the base. Stella orders them to send out their mass produced version of the L.Gaim, the D.Sserd. The army’s attack begins, and Kyao is mad at Chai for attacking too early. Chai leads his forces out and Gavlet reports this to Nei, who is still in bed. The rebels do their best to defend the base. One of the rebels starts piloting the Works and Leccee and Amu fight over the Flicker. Amu wins and flies into the L.Gaim’s cockpit. She punches through the cells at the base, releasing Daba and Kyao. Daba is lifted up to the L.Gaim’s cockpit while Kyao heads off on his own, still intent on assassinating Stella. He hides around the corner while Stella is talking. Daba heads off to stop him. Kyao reveals himself to Stella and says he wasn’t a spy until they drove him out. Daba arrives and pleads with Kyao not to act on his emotions and kill Stella. Daba tells Kyao he needs him and calms him down. Daba heads off to fight in the L.Gaim and Kyao gives Stella his gun. Stella says he’ll shoot him while he runs off, but refrains from doing so. An explosion hits the base and Stella is injured. He tells Kyao to forget about him and defend the base. Daba transfers into the L.Gaim. Kyao carries the injured Stella out, then gets into an Arorne and connects with a Spirit booster in order to defend the base. Nei and Gavlet arrive in their heavy metals and Leccee starts fighting them. Nei tells Chai this battle is too dangerous, but he won’t listen. Chai fires at the L.Gaim with his Bal-Bud, but Daba has no problem driving him away. Gavlet arrives in his Graia to fight Daba while Amu attacks Chai. Kyao then drives his Arorne into him. The Bal-Bud crashes to the ground and the cockpit explodes, killing Chai. Nei tells Gavlet they will retreat. The battle over, the injured Stella apologizes to Kyao. A lot of the rebels start leaving, feeling that they have no chance to defeat Poseidal. Daba says they’re going to stick around.
In a continuing theme, Kyao tries yet again to join the Poseidal military. Although I can’t really blame him this time; he was unfairly blamed for Cabot’s death when he had nothing to do with it. I’m surprised Cabot ended up being a Yaman after he was so mad a few episodes ago about the possibility of Daba being one. As for the rebels starting to abandon their cause, I’m surprised they’d do that after being able to drive away the military’s forces yet again. Stella’s constant habit of desiring to execute his own allies can’t be good for morale. Amu and Leccee’s arguing is as fierce as ever, and their fighting over who got to pilot the L.Gaim reminds me of Fa’s hijinks in Zeta Gundam. We get a little bit of detail on Lilith in this episode; apparently her species has been almost entirely wiped out, just like what happened to the Yaman Clan. This episode features the death of Chai, who finally went out on the battlefield himself after doing little more than throwing out orders up to this point. In the end his skills just weren’t good enough and Kyao, who was plotting with him just hours before was able to kill him.