Kanuka’s command car loses control and crashes into a tree. Noa pulls out her baton and tries to attack the Phantom, but a Brocken grapples her from behind. Asuma tells Noa that a Brocken isn’t like a construction labor and that she should escape, even at the cost of an arm. Noa instead performs a back flip and disables the Brocken when it’s down. Another Brocken attacks from the side, but she smashes its head with her baton. Asuma tells Noa to report back to Goto while he drives off to retrieve Kanuka and Ota. Kurosaki receives a status report and orders the Phantom to change targets. Asuma pulls up and tells Kanuka to come with him as the Phantom continues to beat down Unit 2. The Phantom then leaves, and a Brocken attacks from behind and beheads Unit 2. Ota rushes toward the Phantom to attack, but it opens its chest and fires an electromagnetic pulse that disables Unit 2. Kanuka tells Ota to get out, and he asks if there’s a self-destruct option. The Phantom then knocks down Unit 2 and turns its attention to Unit 1. Noa tells Asuma to be careful before she trips the Brocken to escape. Another Brocken pulls Ota out of Unit 2’s cockpit, and he tosses his movement disk over to Kanuka before being hauled off. The Phantom tosses an excavator at Asuma’s car, but he and Kanuka manage to escape. Noa runs across the bridge and stops when she hears something. Fuwa drops down from the shadows in a Helldiver and asks Noa to not tell Goto that the SDF is on scene. Noa warns Fuwa about the electromagnetic pulse weapon, and Fuwa heads in with a second Helldiver accompanying her. Kurosaki is informed about the Helldivers and gives orders for the Phantom to fight them. Noa returns and loads Unit 1 into its carrier. She then hops onto Asuma’s command car when he pulls up, and she wipes away some tears. Ota is thrown into a room and finds that Gomioka, Shinobu and several civilians are being held captive as well. Goto thinks their opponents haven’t gotten what they want yet, and he tells Noa that he hasn’t heard anything yet from Shinshi. Elsewhere, Shinshi and Matsui arrive at Tachikawa to search the American base for sign of Rei. In Tokyo Teleport, the two Helldivers give chase to the Brocken that Noa damaged. Goto reviews the situation and concludes that the enemy must have a commander nearby who’s giving orders, so he wants everyone to find that person.
The Phantom scans the area as the Brocken brings the Helldivers in closer. Fuwa spots the Brocken’s camera pointing to its left and realizes they’re being led into a trap. The Phantom then fires its laser beam and narrowly misses hitting one of the Helldivers. Shinshi and Matsui find Rei sitting at a fountain, and a guard reports that on the radio to Shige. The other Helldiver pilot wants to attack the Phantom, but Fuwa denies permission because they can’t leave any trace of gunpowder. Noa arrives in Unit 1 and offers to buy some time for Fuwa so they can be picked up by helicopter. Fuwa accepts, and with the help of her companion, they disable the Brocken before retreating. Goto thinks that he’s missing something, and when Hiromi spots a suspicious van on a nearby street, Goto tells him to follow it. Kurosaki is informed that the carrier is on to them, so he gives orders for everyone to fall back and cover the Phantom’s retreat. The Phantom fires its laser beams, and Noa dodges and returns fire, but her shot has no effect. The Phantom opens its chest to fire the EM pulse, so Noa shoots again, forcing the Phantom to shield its chest with its arm. The Phantom continues to approach, and Shige pulls up in Unit 2’s carrier, providing the momentary distraction that allows Noa to get a shot off at the Phantom’s exposed chest. Shige screams out to Noa that Rei was found. Rei tells Shinshi and Matsui that she was at a Christmas Eve party in 1950 with her husband, but he was called to duty when the Chinese crossed the 38th parallel into South Korea. Her husband never returned. Kanuka gets into the heavily damaged Unit 2 and manages to activate it, but Asuma cautions her not to push it because they don’t know how extensive the damage is. Noa tries to pistol whip the Phantom, but it knocks her to the ground. She gets up and grabs the Phantom by the arm, so it shoots a blinding light, and she responds by smashing its eyes. Gomioka breaks out of the room and finds that their captors are gone. Rei says she couldn’t believe that her husband was dead and believed that if she just kept waiting longer, he’d return somehow. It took her 40 years to get over him, and she says she’s come to Japan to convince Kanuka to come home with her. She says she’d trade away justice and virtue to keep her family safe, and Shinshi tells her he joined the police for his own sake, and he thinks it’s the same for Kanuka. Asuma pulls up and tells Noa to abandon Unit 1, but she says she’s come too far to give up. The Phantom prepares to fire, but Kanuka arrives and rips off part of its backpack. Noa shouts out that they found Rei, and Kanuka asks for Noa’s baton, which she uses to stab the Phantom. Kurosaki’s van rounds a corner, and when Hiromi approaches it explodes. The Phantom knocks away Kanuka, and Noa rams it into the water, where it explodes. As the sun rises on Christmas Day, Goto laments that they didn’t catch anyone, but Asuma is glad they destroyed the Phantom. Goto isn’t sure and thinks that explosion may have been another ruse. Later, at the station house Shinshi asks Kanuka why she didn’t go see Rei off before leaving, but Kanuka tells him to shut up and mind his own business. As Rei’s plane takes off, she sees the SV2 station house and Kanuka far below, and she wonders if she looked that small to her husband when he flew off 50 years ago.
The cliffhanger from last episode continues with the Phantom inflicting loads of damage everywhere. It’s bad enough that it has laser beams, but it can also fire an EM pulse that disables labors. In the end, Noa barely manages to beat it, but as Goto pointed out, even then she might not have actually destroyed it. The explosion of Kurosaki’s van was also staged, so in the end SV2 wasn’t able to get away with anything but their lives, while Kurosaki got lots of field data. In the other storyline, we learn that the flashback from last episode was indeed the last time Rei saw her husband before he died. She’s worried that the same will happen to Kanuka, so her goal is to get Kanuka to quit the police. Obviously, that doesn’t happen. In the end, it’s a sort of bittersweet Christmas.