Elsewhere, Sergei Smirnov's taskforce is completely unharmed, but before them is a giant crater where the Seel capital was.
At the Innovators' base, Ali says that with such power, there will be no need for war; Wang is shocked but regains her composure. Nena comments that the Innovators' conduct is very ecstatic.
In space, Goodman laughs, as Memento Mori's power proved to be greatly than anticipated will be their ultimate weapon against any anti-government bases.
At Krung Thep, GN-0000+GNR-010 00 Raiser had reached the theoretical Trans Am limit, ending the sudden head pains for Tieria, Allelujah, who has no idea what happened, and Marie, who sensed Sergei's imminent endangerment. The Vashti family and Anew are amazed that 00 Raiser can exceed the theoretical limit; inside the machine, Setsuna says that it is a power to change the world. Elsewhere on the base, Sumeragi checks up on Lasse, who has an undisclosed disease afflicting him. Feldt then issues them to the bridge, reporting an orbital weapon using solar power destroyed Seel. Tieria mutters that this is how the A-Laws do things but in retrospect seen this as how Ribbons Almark does it. Sumeragi then announces to the bridge that as soon as repairs are done, they will head out to destroy Memento Mori. But first, Tieria informs them about the Innovators, who are the true power behind the Federation. Lyle asks how he knows that; he responds that he met them
Meanwhile, the Katharon coordinators discuss what to do to destroy Memento Mori. Klaus points out that their space fleet, totaling 23 cruisers and 43 mobile suits, are already headed for the satellite arms; Shirin is worried about the A-Laws fleet station near the weapon; worse, with no word from Celestial Being, they are on their own.
The Ptolemaios crew comes to the revelations that the Innovators, bio terminals produced by Veda, had deployed the Trinitys/Gundam Thrones, gave 30 GN Drive Tau equipped GN-Xs to the UN, took over Veda and established the A-Laws. Lyle asks Tieria why he didn't mention it until now; he explains that the Innovators are following Aeolia's plan, and fears that they are straying from it; Sumeragi and Allelujah object, as massacres don't create true peace. Setsuna vows that through his own will, they shall destroy the A-Laws and the Innovators; the others pledge their support. Tieria also tries to point out that he's an Innovator as well but Sumeragi reminds him that they still have a mission to fulfill and that he's their comrade.
Shirin thinks on the upcoming events, where she sees Marina play the piano for the children.
At the Moon, Nena asks Wang if she is abandoning Celestial Being and supporting the Innovators instead; she answers that a true revolution won't be started by petty things, in other words, Nena isn't as special as she was lead to believe. In her head, Nena is cursing her for supporting the ones who killed her brothers.
Kati's carrier group approaches the Lagrange 3 asteroid field. Revive claims that he and Bring have a plan to draw Celestial Being out. Elsewhere on the ship, Louise notices a picture of Barack with a woman and asks if she is his wife; he says yes, but she was killed two months ago during one of Katharon's attacks. The Innovators deploy in their respective units and head out. Using his quantum brainwaves, Revive begins searches for someone, wondering how that someone will react.
At Krung Thep, Ptolemy 2 is being loaded with 0 Raiser (which still needs tuning for Trans Am) and GN Archer. Lyle even comments that his and Tieria's suits have new systems installed as well. He thinks of saying good-bye to Anew but he learns from her that she is being transferred to Ptolemy as a bridge officer. Suddenly, Marie detects quantum brainwaves, but they are not intended for her. Anew then feels something but tells Lyle that it's nothing.
Sumeragi announces to all base personnel that they will be leaving the base after resupplying is done and that they must destroy the base, deleting all data; the Vashti family is about to separate, as Ian and Mileina are leaving with Ptolemy; Saji decides to stay on the ship to do something useful. Suddenly, the base is attacked from three directions. Immediately, the base personnel evacuate, though some are killed by explosions. The Gundams launch to draw the enemy towards them. Allelujah in Archer Arios, escorts the transport ships beyond the combat zone. But just as Ptolemy leaves the base as it is destroyed, several A-Laws suits take off their drapes that shield their heat signatures. Patrick fires a capsule that unleashes a plasma field, engulfing Setsuna; Tieria attempts to take out an enemy shield, only for Bring's GNZ-005 Garazzo, disguised as an asteroid, to deflect it. With the attacking enemy waves distracting Celestial Being, From afar, Revive's GNZ-003 Gadessa uses its GN Mega Launcher to go through the ship's GN Field, puncturing the third hanger, right where Ian was working. Sumeragi has Saji go to check if he is okay. Tieria engages Bring's Garazzo buts the latter manages to overpower Seravee in physical strength. Warding off hsi foe with his arm cannons, he realizes his foe is an Innovator. Setsuna slashes the plasma capsules and attempts to return to Ptolemy but Barack, Louise and Andrei are determined to not let him regroup with Ptolemy. Saji and red Haro find a wounded Ian, who tells Saji to take 0 Raiser to Setsuna, having finished tuning it, before passing out. Marie comes in to bring him to the infirmary. Saji and Haro then board 0 Raiser; Suemragi allows his launch, seeing that they will need the Twin Drive to escape from this mess and to beat Kati's strategy; Kati hears from her subordinate that Gadessa is close to recharging. Silently, she is going to show Kujo that eradicating conflict is nothing but dreams. Louise/Smultron is determined to go in ahead and finish off 00 but Barack reminds her she is facing a Gundam. Suddenly, Andrei detects Saji/0 Raiser approaching and tries to shoot but 0 Raiser evades his shots. Saji reveals himself to Setsuna, who immediately demands that they dock; Haro complies, converting 0 Raiser to docking mode. Andrei attempts to stop them but is batted away by Setsuna/00. Louise attempts to follow but is warded off by a beam saber. 00 and 0 Raiser dock, creating 00 Raiser. Going at incredible speeds, Setsuna/00 Raiser evades his pursuers, declaring that they will "destroy it with our will", circling an asteroid and slashes Barack/Ahead from behind, killing him. Louise cries out for her fallen commander, as she and Andrei give pursuit; Bring/Garazzo attempts to intercept; Setsuna activates Trans am, creating two particle large O rings. He and Saji find themselves in a strange realm, hearing the thoughts of everyone around them. Saji hears Louise's voice and calls out to her. They are shocked that they are on opposite sides of battle and ask, "Why are you here!"