Makoto speaks at a briefing that they plan on taking down Tokyo’s Absolute Barrier. Souichi and Haruka explain how they’ll use special building to create an array that will destroy the barrier. Makoto calls it Operation Downfall. After, Itsuki asks Souichi if he wants to go through with it, and he says Makoto doesn’t think he’ll make a mistake. Kim runs into Haruka at a vending machine and Haruka says she doesn’t look well. Bahbem looks at Quon’s mark and she says she saw her again and she was all grown up. He says since she’s 17, she can be an instrumentalist. He asks her to play for him of her own free will. Mamoru wonders how Hiroko’s doing and Ayato stays silent. Makoto and Reika visit and he asks if Ayato’s grown up. He says things that are unstable have no benefit and Mamoru spies on them. Makoto goes on that they can improve the Vermillions with data from the RahXephon and Reika looks where Mamoru is. She asks if some one’s there but Ayato says it’s just the cat. Makoto says they can keep a stray cat, but wonders what they should do with a wayward Mulian. Ayato says he’ll do what he says, but he wants more time to regain his composure. Makoto says it’s fine and Mamoru recognizes Reika as Ixtli. Makoto tells Ayato to go to Itsuki’s after and he leaves. Reika says he’ll manipulate the actors has he pleases, and Makoto repeats her. Ayato walks to Itsuki’s, but Sayoko picks him up on the way. Mamoru goes into Ayato’s cell phone and finds Megumi’s message. Sayoko gives Ayato her sympathies and says it’s better to admit when you’re in pain. Ayato agrees and says he feels a bit better. They arrive at Itsuki’s and Ayato asks if she’s also going in. She says Itsuki doesn’t want to see her anymore but Ayato insists. She snaps and asks why he can always act like nothing’s wrong before speeding off. Ayato apologizes to Itsuki for not protecting Quon but he says she’s fine and that he couldn’t protect her either. Itsuki tells him Haruka has her reasons for being with Makoto and Ayato says he must know a lot about her since they’re going out. Itsuki laughs and says she gave her heart to some one long ago and he never noticed. Ayato says that’s terrible and Itsuki says he’s cruel for saying that. Sayoko sulks in her car and says everyone’s cruel. After Ayato leaves, Itsuki looks at the mark on his chest and says fate plays a cruel joke on those with the mark of Xephon. He calls Ayato his older brother.
Jin relaxes at his house but Mamoru appears with Buchi. He looks at Jin’s bird and says birds are born with wings so they can fly, but Jin put it in a cage. Mamoru introduces himself and says it’s funny his name is the Japanese word for ’to protect’. He says they’re about to open Pandora’s box but Jin reminds him it also contains hope. He says Jin’s sharper than Kuki and that soon the Xephon will be tuned by the Ollin and gain the title of Rah to become the true RahXephon. He says Ixtli will lead the Ollin to his true heart, Yolteotl. He says the world will then be tuned and disappears. Makoto says he’ll make Haruka the governor of Tokyo and she thanks him, hiding a doodle behind her back. Megumi brings Mamoru dinner and asks if he can tell her more about Ayato. He asks if she likes Ayato and she nods her head. He asks to know more about her and she talks about how she would always skip school because she didn’t want to get close to anyone. She figures she’s making up for lost time and Mamoru hugs her and starts crying. Megumi goes downstairs as Haruka returns. She asks where Ayato is and tells Megumi she has rice in her hair. Haruka goes to the bath, but Ayato’s in it. She says she’ll take her’s later and Ayato asks if he’s hurting some one some how. Mamoru goes through Ayato’s things and finds Hiroko’s diary. Megumi enters with some snacks. Ayato enters but finds only a tray of snacks and the diary. Ayato finds Megumi showing Mamoru around and asks if he read it. He answers yes and puts Megumi in a headlock. Mamoru tells Megumi he’ll tell her about Ayato and talks about how he’s an Ollin. Mamoru says he was monitoring Ayato the whole time. Ayato says he was protecting him because he was his friend and Mamoru laughs and asks about the way he protected Hiroko. He goes on about how she loved Ayato, not him and that her reward was to be killed by him. Mamoru pulls out Ayato’s cell phone and plays Megumi’s message. Megumi breaks free and punches him in the face, saying he’s not the only one suffering. Megumi calls him a coward and he punches her. Mamoru tells Ayato that soon he won’t be able to remain human and vanishes. Ayato rushes to Megumi’s side as the TERRA fleet disembarks.
Mamoru finally shows his true colors to Ayato and reveals that he was just monitoring him the whole time. TERRA prepares for its big operation and Makoto’s ego is bigger than Tokyo Jupiter itself. It was rather amusing that Reika uses her Jedi mind trick to make Makoto say he’s the one in control. Ah the irony. Itsuki also refers to Ayato as his older brother, which would be possible thanks to the messed up time line. Operation Downfall is commencing and we’ll see what lies in Pandora’s Box.