Standing on a cliff in his Gabament, Timp watches Grocky’s troops work on repairing their Assanda landship, thinking about how stubborn he is. On the Iron Gear, Blume tries piloting a Walker Machine but struggles with it. Jiron thinks Grocky’s group will attack them again and they should be better prepared. One of the pilots practicing almost lands right on Jiron and he continues to yell at the others about how to pilot. Inside the Iron Gear, Rag looks for a storeroom, opening various doors. This leads her to the bridge where Kotsett is working on repairs. She asks him about the various communication equipment in the room then yells out the cannons to fire, which they do. This causes Jiron to think they are being attacked. Elchi rushes in and orders them to stop firing. Rag claims she’s just trying to get more used to using the Iron Gear as a member of its crew. The two quickly get in an argument. Elchi defends a slap from Rag by pulling out a knife, saying cultured people don’t resort to violence. Rag says being cultured is useless and she is being violent herself. Elchi tells Rag to be captain and she’s going to be a cultured person. Meanwhile, Timp lands on Grocky’s ship. Grocky complains that repairs are taking too long. Grocky says the Iron Gear is stronger than Timp thought and he won’t sacrifice his own landship to capture it. Timp says the Iron Gear also possesses two Xabungle Walker Machines and lots of blue stones, and that he can also become famous by capturing it. On the Iron Gear, Plopopieff and Lovely Rose, as well as their dancers work on cleaning guns. Elchi comes in with some books, looking for Jiron. An alarm goes off, with Rag saying enemy ships are approaching. Rag quickly departs the bridge. On Grocky’s Assanda, Timp and Grocky plan where they will corner the Iron Gear. Walker Machines quickly depart from it, with the hope of diverting the Iron Gear. The Sand Rats head to their vehicles. Rag joins Jiron on the Xabungle. Elchi asks why Rag is going with him then asks Rag what she is to Jiron. Rag agrees to pilot something else. Elchi tells the other Sand Rats to head to the bridge and they don’t want to follow her until Rag says Elchi is the captain. Jiron wants Elchi to stay on the Iron Gear and that it will make the people aboard the ship feel more safe. Elchi agrees to stay on the ship.
Jiron takes off in the Xabungle, with Rag following in a Torado Walker Machine. Jiron tells the rest of their forces to follow Rag and to not stray too far from the Iron Gear. The Sand Rats help out Kotsett and Fatman on the bridge looking for where the enemy is. Jiron quickly defeats an enemy Walker Machine and its pilot who runs out of ammo. Kotsett complains about Blume and Chill’s usage of the cannons. The Iron Gear approaches an area filled with mist. Elchi thinks they can deceive the enemy here but Kotsett is worried that the mist will make things hard for them. Rag’s fellow fighters are quickly defeated, and when she is in trouble Jiron body slams the Walker Machine using the Xabungle. Jiron finds Rag bruised and sheds tears of happiness over her being okay. They spot the Iron Gear heading into the mist. Rag joins Jiron in the Xabungle. Grocky is upset at the Walker Machines he has lost, but Timp says with the blue stones they take from the Iron Gear, he can purchase more. Timp wants to recover the workable engines from them, saying they can use them later. The Xabungle continues through the mist and is swarmed by bats. They hear a ship nearby, but Jiron thinks it is Grocky’s landship. Elchi complains about the radar being useless. Dyke says their engine sound is giving their position away. Elchi has them stop the ship, thinking the enemy will move past them. Grocky wonders if they have stopped the engine and Timp says they should do the same, which they do. Elchi and the others spot the Assanda nearby and know they have to wait things out. The Xabungle defeats another enemy Walker Machine and Rag spots the Assanda. Grocky heads out on his own Walker Machine. Elchi tells everyone to arm themselves. Grocky approaches the Iron Gear with several more Walker Machines. Jiron spots them and approaches. Members of the Iron Gear crew are forced to shoot at Grocky’s forces as they head into the ship on foot. Rag spots the Assanda approaching. Grocky quickly realizes it is on fire, on a kamikaze route and that Timp has betrayed him. Kotsett is able to maneuver the Iron Gear just out of the way so it avoids being hit. Grocky isn’t so lucky and his Walker Machine is destroyed. Jiron wonders why he didn’t get out of the way in time. Later, Elchi yells at Rag for being in the Xabungle with Jiron and asks what her relationship is with him. Rag starts quoting Elchi’s culture lessons book to taunt her. Meanwhile, Timp gets a message from the Innocent about how strong Jiron’s group is being and that they may form a race of their own, which should be erased as soon as possible. Timp says he’s well informed and will stop playing around.
What was a rather lackluster episode in the first half becomes quite a bit stronger in the second half with a pretty exciting fight, reminding one of some of the hand-to-hand combat battles we would see in Tomino’s earlier Gundam and Ideon. Timp shows how devious he is, betraying Grocky, who by episode’s end has lost his Walker Machines, his landship and his life. We also see that Timp is in cahoots with the Innocent, who are worried about the strength shown by Jiron and the others. The Rag – Elchi conflict continues, with Elchi not wanting Rag to spend any time together. Her offer to make Rag captain of the Iron Gear may have been to keep them separated, but before the episode is out Rag’s dismissed the offer and its Elchi acting as Captain.