At Izu base, the R-1, R-2 and Wildraubtier are loaded onto the Shirogane. The ATX team welcomes Ryusei, Rai and Latooni and they discuss the previous battle. Rai supposes there’s a leak. Excellen asks where Viletta and Aya are, and Rai explains they’re staying behind at Izu on another mission. Ryusei asks where Kusuha is and Bullet says she’s helping at the Tesla Leich Institute. Excellen takes the chance to tease Bullet again and Latooni resolves to tell everyone the truth. Lee berates Kai for what happened and gives him command of the PT forces. The Shirogane launches and Laker Randolf and Sakae Takanaka watch it go. Sakae asks if it was wise handing over Kai and the others and Laker says they have to deal with the DC. At the Earth Cradle, Van meets with Egret Feff and asks where Sophia Nate is. Egret says she’s in cold sleep and that since most of those involved with the Earth Cradle support the DC, it was only natural for them to offer assistance. Vindel Mauser introduces himself and Egret says that with Vindel’s power they can match the Federation and the aliens. Vindel meets up with Lemon Browning and she asks for his impressions of Van. He says he’s no mere warmonger and that he might discover their true identities. Lemon says that they’ll deal with him if he becomes a problem, but they also have to concern themselves with the Beowulves, aka the squads on the Hagane and Hiryu Kai. Vindel says that’s why they have W17 and Lemon tells him that Rose said the first stage was a success, but there’s been no further word. Vindel then asks about the first jumper named Helios, but Lemon tells him there’s no trace and that he could have changed his name or face. Vindel reminds her that they need Helios for their goals and Lemon wishes that Axel was around. Latooni finishes telling the others about Seolla and Kyosuke asks about any other School survivors. Latooni tells them about Arado and Ouka Nagisa, a girl Latooni considers her older sister. Kai asks Latooni what she plans to do and she says she wants to free them from The School if possible. In the Angelg, Lamia thinks saving an enemy is ridiculous and her machine gives her an error. Lamia notes that her secret communicator is broken like her language circuits and she isn’t able to fix it. The Shirogane locates Archibald’s Killer Whale and Yuuki says he’ll go fight. Archibald tells him to use the Wildfalken and that he can use it as a decoy or a shield. Back at Izu, Laker orders Daitetsu to join up with the Shirogane. Daitetsu consents and asks about the debris they delivered. Laker says that Kenzo expects to find something that will advance the SRX Project.
Seolla agrees to pilot the Wildfalken and Yuuki tells her that rear fire support is all she needs to do. He leaves and Seolla scolds Arado for being too laid back about going into battle. She reminds him of their promise to survive and find their friends from The School. He assures her that he won’t die so easily and that he has other things to protect too. Seolla calls him a screw up and asks what else he expects to protect, but he won’t say. Seolla mentions that they finally found Latooni and Arado asks why she didn’t tell him that earlier. She says Latooni was in the Wildfalken and wonders why she shot at her. Carla interrupts and tells them to get to their units and Seolla does so. Latooni launches in the Wildraubtier and joins the rest of the Shirogane’s PTs while the DC forces launch as well. The Shirogane fires some missiles and Seolla intercepts them. The two sides engage each other and Seolla goes after Latooni. Both of them try to convince each other they’re being used. Ryusei and Excellen go to support Latooni and this confuses Lamia. She says their mission is to destroy the enemies but Excellen says they aren’t robots and can adapt. Lamia wonders what’s wrong with being a robot. Kai orders all airborne units to support Latooni and Lamia reminds herself that she’s just following orders. Arado gets distracted by Seolla and Latooni, but still manages to dodge Kyosuke’s attacks. Seolla tells Latooni to come back to them like before, but Latooni says she’s different and will be the one to save them. Latooni transforms the Wildraubtier and gets behind the Wildfalken. She fires with the intent of disabling Seolla, but Arado flies in and takes the hit. Arado says he kept his promise, but wasn’t so lucky. His Lion explodes and Yuuki tells Seolla to retreat. Seolla vows to make Latooni pay for killing Arado. Lee is informed of the Wildfalken’s escape and he says it’s good because they can attack the submarine when it surfaces to retrieve it. The Thrudgelmir suddenly appears and draws a giant sword before charging at the Shirogane.
This episodes gives us an extended look behind the scenes of the DC. We meet their new leader Van who comes off as more like Bian and less like Adler. We finally see Vindel and Lemon who were mentioned back in episode 1 and they talk about someone named Helios and a spy called W17. The spy is obviously Lamia, who has a hard time understanding those who act without orders. We see Arado and Seolla interact more, and frankly I can’t stand Seolla. She’s the unbearable kind of tsundere and I just want to shake her violently and yell “If you like Arado then treat him nicely!” She’s quite harsh on him but he takes it in stride. Poor guy. And now he’s dead. Or is he? I hope you all liked the little “You’re being controlled!” “No, you’re being controlled!” exchange because you’ll be hearing it A LOT. This episode ends on a cliffhanger with the Thrudgelmir attacking the Shirogane. Will Lee live long enough to change his pants?