Horribly depressed by Gai’s death, Akito locks himself in his room and watches the Gekiganger episode featuring Joe’s death over and over again. In the ship’s mess, Yurika wonders aloud what she can do to help Akito feel better. Uribatake ignores her in favor of lusting over some Aestivalis data sheets. The ship’s head cook, Howmei, asks if it is true that they’re going to be picking up three more pilots at the colony. She hopes that they all turn out to be real bastards, since she’d rather not be too attached to them if they’re just going to get themselves killed sooner or later. Before Yurika can do anything to reclaim the conversation, she is interrupted by a communication from Megumi, who reports that they are about to arrive at the L2 space colony. Back on the bridge, Megumi requests permission to dock at the colony while making a little small talk with the colony’s air traffic controller, but is interrupted when explosions suddenly rip through the colony, leaving it totally lifeless. Debris from the colony rains down on the Nadesico, one piece pierces the hull, causing minor damage to the engines. Further investigation revels that the debris may have contained a passenger. Jun orders increased security on the ship until the intruder is found. Back in Akito’s room, Joe dies once again, when suddenly Akito hears crying coming from the ceiling. Much to his surprise, a young woman in a pilot’s suit comes crashing down on top of him, crying for poor Joe. She apologizes, but her attention is quickly recaptured by Gekiganger. The episode ends and she excitedly explains to Akito that, though she only found out about Gekiganger 3 a short while ago, she’s already been completely hooked. She continues to gush like a rabid fangirl, completely cutting off all of Akito’s attempts to figure who she is and why she was in his ceiling. Back on the bridge, Ruri reports that four unidentified bogie’s are incoming. Before Hoary can order them shot down, Yurika has the image onscreen magnified. Rather than enemy robots, they turn out to be one Aestivalis towing three others along with a giant mech toolbox. Yurika and the others meet the surviving Aestivalis as lands on the hanger deck. A rather ill-mannered, green-haired woman emerges from the mech and barks a few orders before introducing herself as Ryoko Subaru. Hoary asks her if the four Aestivalis 0G Battle Frames she brought back were all that were left, and she replies that there was one more, but four was all that she could manage at the time. As for the other two pilots, Ryoko flatly speculates that they may be dead. At this point, Akito enters the hanger along with the girl from his ceiling, who happily announce that she (Hikaru Amano) is, in fact, still alive. Ryoko notes that two out of three isn’t too bad, when her communicator comes to life, informing her to check the toolbox. Ryoko opens it up and Izumi Maki dramatically emerges, causing Ryoko to immediately attempt to close the box with Izumi inside.
Yurika decides to send in the Aestivalises to check the colony wreckage for survivors and retrieve the last Aestivalis as soon as the machines are refueled. Ryoko asks about the two pilots that were already on the Nadesico. Yurika informs her that one is dead, but the other is Akito. Hikaru reacts with surprise, but Akito angrily informs them that he’s actually just a cook and dejectedly storms off. Meanwhile, Megumi is spending some time alone in the Nadesico‘s observation room. She was badly shaken by the sudden annihilation of the colony, even as she was talking to the air traffic controller. Akito wanders in and they begin talking. Akito is aggravated that he seems to be the only one in mourning over Gai’s death. Megumi tells him that she cares when people die, but Akito doesn’t think there are too many people left like her. Akito imagines that if he winds up giving his life up while piloting, no one will care about him any more than they cared for Gai. He doesn’t understand why he seems to be the only one unable to deal with death. Megumi smiles warmly at him and lets him know that he’s not alone. Everybody feels the need to hold onto something sometimes, she tells him. Surprised, Akito looks at her and realizes that he’s been hiding from his problems, and the only thing left to do is to give everything he’s got to piloting. On the bridge, Yurika authorizes the three new pilots for launch, but thinks to herself that Akito should have launched with them–after being encouraged her comforting words of support, of course. Ruri suddenly reports that another unit is requesting clearance to launch. On the launch deck, Uribatake loudly informs Akito that he doesn’t know how to handle a zero-G frame, but Akito retorts that the basics are the same as the land frame. Uribatake reminds him that he doesn’t know those basics, either. Undaunted, Akito launches into space. Ahead of him, Ryoko, Hikaru, and Izumi prepare to enter the ruined colony. They won’t be able to get power from the Nadesico after they enter, so Ryoko orders them all to check their batteries. They make their way towards where the Aestivalises were stored, when suddenly Akito comes barreling after them, unable to properly control his Aestivalis in zero gravity. After bouncing off the walls for a while, his Aestivalis comes to a halt upon the depletion of his battery. He asks what he should do next, and Ryoko answers by physically kicking him and his Aestivalis straight out of the colony (and back within range of the Nadesico‘s energy feed). Ryoko moves to recover the last Aestivalis, but discovers that the machine has been taken over by a group of Jovian robots. At first, the trio seems out-classed, but Ryoko is excited by the prospect of a good fight. She rallies Izumi and Hikaru, and together they manage to blow the Jovian-controlled Aestivalis right through the colony wall. To Ryoko’s horror, she sees that the enemy is now heading right for the Nadesico, and the only thing standing in its way is Akito. Finally gaining a little bit of control, Akito throws his Aestivalis into a collision course with the enemy, loudly declaring that this one is for Gai before yelling “Gekigan Flare” and plowing through the enemy. Akito successfully destroys the Aestivalis and returns to the ship somewhat more popular than he left. Megumi comes down to the hanger to personally congratulate him, but Akito thanks her for helping him realize what he needed to do. Overtaken by the tenderness of the moment, they kiss each other–not realizing that Yurika is watching nearby. As Megumi and Akito walk off together hand-in-hand, Yurika decides that this must be a really bad dream. Right?
While this is probably the slowest episode thus far, we do get a few character building moments, such as Megumi’s first brush with death and Akito finally realizing that he just might be able to become the protagonist mecha pilot that we all know he can be. This episode also introduces us to the three other Aestivalis pilots–the hotheaded ace Ryoko, the anime fangirl Hikaru, and the weird, pun-slinging Izumi. All three are amusing in their own right, but only Ryoko seems like she might have some story in her. It is also interesting that, out of all the people on that space colony, only the three pilots bound for the Nadesico managed to escape with their lives. We can, presumably, chalk up the explosions to the Jovian robots that took over the last Aestivalis, but no real explanation is ever given.