Horla drives through the wasteland on a small bike, hoping no one saw him fall from it. Crewmembers of the Iron Gear provide medical assistance to those who were hurt in the recent battle. Damaged parts of the Iron Gear start exploding. Rag along with some of Karas’ men finish burying him. Jiron and the Sand Rats start taunting them by firing machine guns. Meanwhile in the Innocent dome, Dowas goes to see Biel. He tells him Karas is dead and their Iron Gear was stolen. Dowas is mad about it and fears for the Innocent with Jiron being left alone. Biel desires to leave the future to the wild desires of Jiron and his group. The Sand Rats work on painting Karas’s Iron Gear from orange to red, planning to move their base of operations over to it. Kotsett fines that the dynamo and engine on this new Iron Gear are more powerful than their original one. Rag and Chill search the ship and find no Walker Machines left. Jiron jokes about asking for a new Walker machine from the Innocent since the Xabungle was trashed. While eating, Kotsett agrees with Jiron that they should go speak to the Innocent about getting a new Walker Machine. Elchi finds the loan document of Karas and they wonder if they can borrow a new Walker Machine too. The new Iron Gear heads off. Jiron and Elchi look at the wreckage of the original Iron Gear and Elchi tells Jiron he has to behave this time around the Innocent. A man spies on them in a camouflaged Walker Machine on the cliff above. Kotsett shows Jiron blueprints of the various Walker Machines they’ve obtained from the Innocent. He hopes to be able to create their own Walker Machines so they don’t have to rely on the Innocent anymore. Meanwhile, Biel reports to a large mechanical column within the Innocent dome and is transmitted a message about the Innocent completing the program they are working on. Dowas tells all guards they are released from their current mission and has subordinates of his lead them out, ordered to attack Jiron and the new Iron Gear. Rag talks to Elchi in her room, asking why they are going back to the Innocent. Elchi, in her pajamas tries kicking Rag and gets embarrassed when Fatman walks in. Elchi yells at him to go to the bridge.
The Iron Gear continues on and one of its mechanics spots the approaching Innocent. An alarm goes off, waking everyone up. Blume spots missiles coming, which soon strike the ship. This awakens Rag and Elchi, who rush to the bridge. They are shocked to realize the Innocent have left their dome and are attacking. Rag figures the Innocent have come to take back the ship. Elchi creates a white flag and starts waving it, telling the Innocent to stop attacking. Kotsett and Fatman hold her down and Jiron runs up to the bridge. He and Kotsett tell Elchi the Innocent aren’t going to negotiate with them. Horla is brought before Biel and demands to know why the Innocent are attacking the Iron Gear in place of him. Biel hasn’t realized the attack has happened and Dowas lies, saying someone started a rebellion. Biel immediately knows that Dowas is behind it. Elchi tries to stop Jiron and Kotsett keeps Fatman back from stopping him. The Iron Gear approaches the Innocent dome, blasting many of the Innocent guards. Jiron says the Innocent have moved on to attacking them directly instead of through Breakers and he’s going to continue forward despite Elchi’s objections. Dowas says they should recall the guards and then can talk, which Biel consents to. A missile from the Iron Gear cracks the Innocent dome. Kotsett has a worn out Elchi lay down; she is worried that there will be nowhere for them to go. Kotsett accidentally pulls her top down. A new Walker Machine is brought before Horla and Geraba, but just then the Iron Gear crashes right into the Innocent dock. Horla runs towards the Walker Machine’s cockpit but is shot at by Jiron and the Sand Rats on their Hovergys. Jiron and Rag spot the new Walker Machine, wanting to take it. Horla flees through an entrance Dowas opens for him. Jiron and Rag get into the new Walker Machine’s cockpit and Jiron finds the trigger to its cannon, blasting some approaching Innocent. Rag heads out in the other half of the new Walker Machine, blasting at Geraba. Jiron looks through the instructions and realizes it’s a two part transforming Walker Machine called the Gallier. He tells Rag they should dock, which they do, transforming it into a humanoid mode. Using the Gallier, Jiron opens up an entrance to an area where even more Walker Machines await. Horla is provided a new landship and more Walker Machines by Dowas and is told off by him when he asks if Biel is aware of this. The Sand Rats bring out a new weapon for Jiron to blast the Innocent with in his Gallier. Dowas provides a transfer request to Biel saying he doesn’t want to work under him any longer. Jiron and Rag spot their craft flying off and Jiron tells Kotsett they should retreat. Not used to their new landship, Horla also tells his men to retreat for now. Jiron and Rag watch as they depart another destroyed Innocent dome. Elchi starts crying over them ruining any possible relationship with Biel because of this and their chance to become more cultured.
We’re at the halfway point of the show, and that means upgrade time. First, our heroes transfer from their heavily damaged original Iron Gear to the newer version that Karas had used to attack them with last episode. Aside from the color (which our heroes work on painting throughout the episode) it looks identical to the original one. Jiron is also able to seize an upgrade to the Xabungle, the Gallier. This is actually the first time in a Tomino show we get a mid-season upgrade through a completely new mecha (in Gundam Amuro did get Gundam upgrade modules around halfway through) and this becomes a recurring plot device throughout the rest of his career. Jiron and Kotsett also start plotting about what they can do to fully get out of the Innocent’s rule and by episode’s end have destroyed another Innocent dome, meaning they are likely to become pariahs and enemies of the Innocent even further. Elchi’s divide with the rest of the crew continues, making one wonder how much further this is going to go.