Arado flashes back to a time when they were at The School. Latooni was crying due to bad test results when Ouka enters and comforts her. She tells them that the next day’s training is cancelled, and Arado asks if that means he can eat a lot. Ouka reminds him that if he gains weight he’ll need to be re-tuned, but offers her share anyway. She says it’s fine since she needs to lose weight for a test but she won’t see them for a while. Ouka assures Latooni she’ll be back and Latooni says she’ll wait. Arado explains that they didn’t see her for six months after that, and Latooni got in an accident and vanished as well. Cuervo calls out to Ouka, but she fires at him. Arado picks him up but he’s heavily injured. Ouka attacks Arado and Cuervo asks him to get him to Ouka’s cockpit. Latooni and Seolla distract Ouka, and Shine sends precognitive data so they can avoid the Rapiecage’s missiles. Ouka grows unstable and screams in pain. Latooni fires, but the shot is blocked by a barrier. Seolla destroys the barrier and Arado catches the Rapiecage. Cuervo hops out and Arado says he’s thankful to Cuervo for giving them names. Cuervo opens the cockpit as Agilla watches on. Cuervo says he’s atoning and reminds Agilla that he backed up everything, including Ouka’s old memories. He puts the ornament on Ouka’s forehead and says the rest is up to her. Agilla sees this and runs off. The other PTs defeat more R-Eins but machine cells coat the area and revive the R-Eins. Agilla says machine cells not only repair, but evolve machines as well. Agilla try to modify Magus, but Sophia interferes with her. The Rapiecage also repairs itself and fires, destroying an R-Ein that was behind Arado. Agilla asks what Ouka is doing but she says Agilla is her enemy, revealing that her memories are back. Ouka apologizes for making her siblings suffer but they’re just happy to have her back. Agilla says she’s just a doll but Ouka says that she’ll kill Agilla so no more dolls will be made. Agilla wonders why this is happening and Cuervo says it’s the power of human will. Cuervo tells Ouka to cut the ties that bind her before he dies.
The battle continues outside the Earth Cradle, with Ryoto, Masaki and Lune protecting the Kurogane from Lions. Wodan asks Sanger who he has to save, and Sanger says it’s Sophia. Wodan says they’re protecting the same thing and explains that Sophia was made into the living core of Magus to unlock the functions Sophia had sealed. Wodan says the Shadow Mirrors need Sophia for their plan and that the world doesn’t need two zankantous. They charge at each other and Sanger slices Wodan’s sword. Wodan extends a blade of energy instead and swings down while Sanger stabs up. The Thrudgelmir and Dygenguar both lose an arm and Wodan’s sword penetrates deep into the Earth Cradle, causing the ceiling to crash. Agilla gets into the Sol Gravilion and wonders if they intend to destroy the Cradle. Ratsel and the SRX team climb out of the rubble to see Wodan and Sanger rise as well. Sanger sees Sophia and says his gamble paid off. They exchange blows one last time, the Dygenguar losing half its face but the Thrudgelmir taking the blow to the chest. Sanger says while Wodan may be the Sword of Magus, Sanger is the Sword that Cleaves Evil and that difference was all it took. Agilla bursts in and knocks the Dygenguar and Thrudgelmir aside. Everyone fires on her, but the machine cells mutate the Sol Gravilion. Agilla says she’ll become one with Magus and control the machine cells. She tries to grab Sophia, but Wodan knocks her away. Wodan grabs Sophia’s capsule and hands it over to Sanger, saying that the victor has the right to follow his path. Agilla says that without the control system the machine cells won’t function and the Thrudgelmir falls apart. Agilla attacks Sanger but Ouka shoots off the Sol Gravilion’s arm. Agilla sends out many tentacles and Ratsel warns the others not to touch them or they’ll be absorbed. Ouka charges in and is damaged, but reminds Agilla that the Rapiecage is already infected with machine cells. Ouka activates Code ATA, saying machine cells can’t regenerate if every last one of them is destroyed. The others beg her not to do it, but Ouka explains that she wouldn’t have lived long due to the GEIM system’s influence. Ouka stabs the Rapiecage’s magnum beak right into Agilla and says she’s glad she was able to remember the happy times in the end. The Rapiecage explodes, and Arado holds back the crying Seolla and Latooni. Arado says they have to survive because that’s what Ouka wanted. The Earth Cradle goes up in flames and everyone manages to escape. Arado says that Ouka and Cuervo will live on in their hearts.
More plotlines wrap up here, namely Wodan vs. Sanger and The School storylines. Cuervo redeems himself by bringing Ouka back, but pays the price for it. Sanger and Wodan have their final duel and to say fans were displeased by it is a gross understatement. I, however, understand that this is not the Sanger & Wodan show so the fact that they didn’t get an entire episode dedicated just to their fight doesn’t bother me. The subplot was fairly minor and certainly not as important as The School plot. Heck, it happened entirely off screen in the games! The only part I find hard to swallow is that Sanger somehow counted on Wodan having an energy blade that would pierce right through to the core and conveniently lead him to where Sophia was. Anyway, Sanger wins but Wodan still steals the moment by saving Sophia even at the cost of his life. In the game he went out in a blaze of glory taking down Egret and a bunch of Bergelmirs, but here the Thrudgelmir just falls apart. That may seem lame, but really it amounted to the same: Wodan gave up his life by his own will to save Sophia. He wasn’t just W15, he truly was the Sword of Magus. Agilla tries to wreck the party, but Ouka puts a stop to her once and for all. Sadly, even after all the trouble they went through to save her, she was doomed anyway. If they were going to change one thing in this anime, I wish it was letting Ouka survive. Alas, her and the Rapiecage were just too cool to live. It truly was an emotional moment and I liked how it showed Arado being the mature one. The animation quality took a bit of a dip, but honestly I barely noticed it. It was still a great episode.