On a Tausendfuessler transport, Gilliam Yager thinks back to a meeting with the Federation higher ups. They discuss the need to gather troops to counter the UCC’s descent on Geneva. They decide to have the Hiryu Kai and Hagane attack the UCC forces. The transport approaches the Hagane. Aya prepares to leave the infirmary and asks Kusuha if Rio is going to switch to piloting. Kusuha says Ingram said she’ll undergo proper training once the operation is over. Aya thinks of how Rio’s been selected as a candidate just like Kusuha had. Ingram and Tetsuya question Ryoto and Ingram says he’s an Advanced Child, some one with natural piloting skills. Tetsuya asks Ryoto to tell them what he knows about the DC, but he asks for more time to think it over. Rio wonders about Ryoto and Irm asks if she has a crush on him. She denies it and asks Ryusei what he’s doing. He explains that he’s not used to aerial combat so he’s looking at fighter and Lion data for reference. He adds he doesn’t know how to put it to use though and Rio suggests asking Ingram or Irm. Irm says he’s better off asking Latooni and they leave to go see her. Garnet dresses Latooni up in a dress she snuck onboard. Latooni objects but lets Garnet finish. Garnet takes her glasses and prepares to put make up on, but Latooni runs away. Ingram talks to Daitetsu about a possible mole at Izu and Daitetsu says it’s best to keep it between them at the moment. Tetsuya asks if there’s been a message from Gilliam’s transport and Ingram remembers him as one of the Aggressors. Eita gets a distress call from the transport, saying they’re under attack by AMs. Latooni runs through the halls and bumps into Ryusei before running off again. Irm wonders who the cute girl was and the alarms go off. Thomas leads a group of Lions along with Tenzan in his Barrelion. Thomas tells him not to shoot it down until they flush out the Hagane and leaves him to be the bait. Irm tells Ryusei they’ll use an irregular formation and they launch, Irm, Ryusei and Latooni taking point. The Hagane lifts up from the water and moves out.
Gilliam prepares to go out in his Gespenst Type R, but the Hagane‘s PTs arrive. Irm tells the others they’ll take out the leader and asks Latooni, who appears as sound only, if her camera’s broken. He tells her to turn it on and everyone is surprised to see her in a dress. She says there was no time to change and they meet the enemy. Ryusei recognizes Tenzan’s Barrelion and dodges his fire. Tenzan contacts him and they recognize each other’s voices. Ryusei realizes Tenzan is like Ryoto and Tenzan says how great of a game it is. Ryusei says it’s not a game but Tenzan replies it’s just like Burning PT only with real death. Tenzan says Ryusei can’t beat him and damages the Wildraubtier‘s wing. Ryusei starts to go down but Latooni holds Tenzan off. He hears her voice and asks if she’s from The School. Latooni remembers being hooked up to a machine and Adler’s face. Lions attack the Hagane and Masaki destroys some of them. They see Thomas approaching and he activates his Guarlion‘s Sonic Breaker, which blocks oncoming attacks with a barrier. Tenzan calls Latooni a defect and locks onto her, but Ryusei flies at him and knocks him away. Ryusei tells Tenzan not to call people defects and they fly off. Tenzan chases him and Latooni sends Ryusei aerial combat data. Ryusei transforms at high speed and falls back behind Tenzan, firing at him with his beam rifle. Tenzan’s Barrelion is heavily damaged and goes down. Thomas heads to Hagane‘s engines but Masaki gets in the way and uses the Cybuster‘s Akashic Buster attack, which sends Thomas crashing into the sea. Gilliam reaches the Hagane and sees that they can trust them with the operation. Afterwards, Ryusei thanks Latooni and she smiles at him, saying she’s glad he’s ok. Ryusei says it’s the first time he’s seen her smile and she runs off. He wonders if he made her mad but Giado tells him she’s embarrassed. Garnet adds that she’s probably grateful that he got mad when some one called her a defect. Giado explains that Latooni is from the pilot training institute The School and she became withdrawn due to the harsh training and mental conditioning. Garnet says she dressed her up to get her to open up more and asks Ryusei to get along with her. Gilliam tells Daitetsu the Hagane will go to space and meet up with the Hiryu Kai for Operation Break Out.
The emotionally withdrawn character type has always been popular (just look at Rei Ayanami from Evangelion) and that’s probably due to the fact that when they do show emotion, they’re adorable. Latooni is no exception as she’s about 10x cuter when she’s embarrassed. We learn about her past and why she’s so withdrawn, but thanks to Ryusei, she’s opening up even more. This also marks the beginning of Latooni’s one-sided romance with him. On Ryusei’s end, even he realizes how much he sucks and tries to rectify it. Course he’s an idiot and can’t make heads or tails of the data. However in the end thanks to Latooni, Ryusei is finally able to beat Tenzan. Now that they know they’re fighting each other, their rivalry is sealed. It’s also worth noting that the CG in this episode seems a lot better than previous episodes and the battle moved a lot faster. Thomas seems to have met his end here after getting hit by my favorite Cybuster attack, the Akashic Buster. Finally, we’re introduced to Gilliam and it’s time for the Hagane to head to space. Also, Maier freestylin’ in the episode preview is hilarious.