Merrybell tests out the Turn A‘s Moonlight Butterfly system and destroys a town. Corin watches the destruction far away atop a cliff and leaves. On the Aspite, Guin tells Gym that he is going too far. All the leaders of Ameria oppose them now and refuse to join Guin’s union. Gym tells him he doesn’t care about uniting Ameria. Guin suggests attacking Phil’s Dianna Counter forces, but Gym thinks his own forces would be damaged. Guin asks him to return the Turn A, and Gym thinks it means Guin doesn’t trust him. Elsewhere, Fran and Sochie try to stop Joseph from taking off in the Flat. He wants to find Guin and get back the Turn A. He says the Militia must take leadership, and Fran thinks he’s prejudiced. She says the Moonrace care more about Earth than Earth people do because they want to live there. Corin drives by and asks where Dianna is. He drives up to the ship, and everyone is surprised to see he is working as a spy for Dianna. He explains that Merrybell is testing the Moonlight Butterfly and causing destruction. Harry asks him if he knows how to fight the Turn A, and Corin says he will be willing to fight. He bows before Dianna and begins to cry. Joseph takes off in the Flat, and Loran and Fran follow him in the Core Fighter. Elsewhere, Sweatson and his Mahiroo squad threaten to attack the Soleil. Phil refuses to surrender and tells Pou to command the Wodoms. Sweatson begins his attack, and the Soleil raises an energy barrier while the Wodoms fire at the Mahiroos. The Willghem secretly travels across the land so that Guin can get back the Turn A. Michael figures Gym gave it back to them because he thinks they don’t know how to use it. Back at the ground base, Dianna decides they must join forces with Phil to beat Gym. Joseph rallies the Militia soldiers to fight and takes off to follow the Willghem. Loran and Fran follow him in the Core Fighter, along with Sochie in the Kapool.
Joseph, Loran, Fran and Sochie land in the Willghem‘s mobile suit hangar. Yanny and several armed soldiers take them to the bridge to see Guin. Joseph asks Guin why he is working with Gym, and Guin says that Gym has more ships than them. He says if they just keep negotiating that the Moon will attack them and kill them all. Joseph says that it’s Guin’s fault for bringing Gym to Earth with him. Guin says they should work together since they are from Earth, and Fran tells him to ignore Guin. A smoke bomb suddenly goes off, and Guin blames Bruno and Jacop. They run away and steal a Wad to escape. As Loran and the others escape, Guin asks Loran why he doesn’t want to stay with him. Elsewhere, the Soleil takes off in preparation to fight Gym. Pou takes off in a Sumo and is followed by a Wodom. Loran and Fran get into the Core Fighter, and Joseph swings across the hangar on a rope to the Turn A. He nearly falls trying to grab hold of the cockpit, but he manages to get in. A Borjarnon tries to stop them as they escape, but Joseph disables it. As the Almaiya flies over the plains, Corin and Dianna fly ahead of it in a Hip Heavy. One of Phil’s Wodoms destroys an Aspite class ship with its beam cannon. As the Mahiroos attack, an Almaiya performs a suicide run and rams into another Aspite. Dianna’s Almaiya fires its cannon and destroys another Aspite. Merrybell wants to go back into battle, but Gym decides to go into battle. Pou fights off several Mahiroos and destroys one of them. Sweatson’s Mahiroo is heavily damaged, but he disables a Wodom before escaping. Pou spots the Hip Heavy and begins to cry when she sees Dianna. The crew of the Soleil gather on the deck and cheer for Dianna as the Hip Heavy lands. Dianna tells Phil and Miran that letting Gym come to Earth was her mistake, and she wants their help to correct it. They bow before her and agree to follow her orders. Dianna makes an announcement and says that Dianna Counter will defeat Gym’s forces.
As the series races towards its conclusion, it looks like a sizable final battle is developing. Dianna is back on the Soleil, and it seems as if Phil’s little insurrection has been forgiven and forgotten. Gym suffers a few losses in the battle here, and with all of Dianna Counter opposing him, it seems like he’s outnumbered. Also, he doesn’t have the Turn A now. Merrybell tested out the Moonlight Butterfly with disastrous results for the villagers whose town she destroyed. It’s a good thing she didn’t fully use it to destroy Earth’s civilization again. I think Guin sees what a hole he has dug himself into, and it looks like he’s trying to come up with whatever excuse he can to justify his actions. We’ll have to see if he switches sides again. Oh, and when exactly did Corin return and become a spy for Dianna? Weird stuff.