In 2298, the HRL is engaged in a battle with opposing forces near their orbital elevator. Hercury orders a retreat, but Sergei countermands that and says they have to keep up the defense line, or the engineers and families at the elevator will be in danger. Hercury points out that Holly is part of that defense force, but Sergei says she's a soldier and is mentally prepared. In the present, Andrei thinks to himself that he never had a proper conversation with Sergei after Holly's death, but he still blames him for killing her by following military protocol.
On the Ptolemaios 2, Anew helps treat Setsuna's wound in the infirmary. Sumeragi looks at an image they picked up of Memento Mori, and Kati can't believe that A-LAWS is planning to fire the laser at the low orbital station. Billy says Homer will do it and take on every sin to bring about peace. Homer thinks to himself that people need to be reminded of death so that they realize how fragile peace is.
Hercury confesses to Sergei that his plan was foolish, because the second the civilians were taken hostage and shown the truth, the Federation categorized them as anti-government elements. He says the Federation will destroy the station and kill 60,000 people to retain control.
At his headquarters, Ribbons discusses history with Regene and comments that humans have never learned from the past. Regene says that's why the Innovators exist to save humanity from destruction. Ribbons reminds Regene that he made him, and that it's he who will lead humanity, not the Innovators.
In space, Goodman gloats about how something that took humanity a century to build is about to be destroyed. On Earth, three Gundams launch and Katharon's forces come under fire from the Federation army. Lockon rushes ahead and destroys Federation GN-XIIIs, Enacts and Flags, while Tieria destroys several Tierens. Ian tells Sumeragi there's no way the ship can go into space, and Saji is surprised to see Setsuna suited up to launch. Sumeragi reminds him that he's still injured, but he says the only way to destroy Memento Mori is with the 00 Raiser. Ian says the 0 Raiser needs a pilot, so Setsuna asks Saji to do it and says 60,000 lives are at stake. Saji thinks about the massacres he witnessed, and Ian gives him a pilot suit. The Ptolemaios 2 ascends so that it can launch the 00 Gundam and 0 Raiser. Setsuna and Saji then launch and dock in midair to form the 00 Raiser.
In space, the satellite arms opens and deploys Memento Mori. Hercury tells Sergei to evacuate and says he's staying behind to see things through. Sergei grabs him by the collar and tells him he has to atone by saving the civilians. As Memento Mori charges energy, Goodman orders the Empruss to launch and intercept the 00 Raiser. Divine attacks Setsuna and Saji and shocks them with his plasma leaders. Setsuna activates the Trans-Am Raiser and fires a massive beam saber blast that destroys the Empruss and reaches out into space. Setsuna moves the beam saber and cuts into the satellite arms, but he's unable to destroy Memento Mori. As the 00 Raiser falls back to Earth, Memento Mori fires.
The blast from Memento Mori hits just underneath the lower orbital station and damages the elevator. The elevator's exterior then begins an auto-purge as Sergei and Hercury travel down the pillar in their mobile suits. Feldt reports that purged fragments of the elevator are falling to Earth, and Sumeragi notes that the fragments entering from above the stratosphere will burn up, but those below will fall to the surface. As the elevator's exterior continues to collapse, the civilians that are being evacuated on the linear trains are all killed. Hercury is shocked, and Sergei tells him to stay focused on reducing damaged.
On Earth, the Meisters pause from fighting as they spot the elevator fragments dropping from the sky. Sumeragi initiates a broadcast to all forces and asks them to destroy the fragments. She sends them her data and states that millions of people will die if they do nothing. Allelujah, Lockon and Tieria then disengage from the fight and switch their focus to destroying the falling fragments. Tieria fires all his weapons and destroys a large number of fragments, while Lockon orders Haro to deploy the shield bits. Allelujah transforms and destroys fragments falling over the populated area below the elevator. Allelujah misses a fragment, but it's destroyed by Marie, who's piloting the GN Archer. Lockon continues to attack the fragments and gets some help from the Katharon forces. Tieria destroys more fragments and is surprised to see suits from the coup helping. More mobile suits continue to join the effort, including the regular Federation army. Lasse thinks it's ironic that everyone is fighting together in such a situation, but that's a good thing. Feldt then picks up an incoming A-LAWS squadron, and Sumeragi orders everyone to continue, because she's certain things will be ok if Kati is the A-LAWS commander. Louise and Andrei join the destruction effort, and he says that unlike Sergei, he won't abandon people's lives. Sergei and Hercury blast their way out of the pillar and join the destruction effort. Marie spots Sergei's Tieren and flies over to join him. Louise tells Andrei that two suits emerged from the pillar, so he tells her to come with him because he suspects they're the coup leaders. Sergei thanks the GN Archer for helping and is shocked when he hears Marie's voice on the radio. Andrei hears Hercury over the radio and targets him, but Louise informs him a large fragment is incoming. Tieria flies in and activates Trans-Am to fire a hyper burst mode shot at the fragment. The fragment breaks in two, and Lockon and Allelujah activate Trans-Am to help Setsuna destroy those two pieces. Watching from the nearby Katharon base, Marina regrets that her song couldn't reach more people. Below the elevator, panicked citizens try to get away from the city.
After the fragments are all destroyed, Hercury is shocked that he initiated something so horrible. Just then, his GN-XIII is sniped by Andrei and explodes. Andrei attacks the Tieren, and when he hears Sergei's voice he assumes that Sergei is part of the coup. He slices at the Tieren and calls Sergei a disgrace. Marie rushes in to help, but Louise holds her back. Setsuna then flies in and blasts Louise's beam rifle. Declaring that he's getting revenge for Holly, Andrei stabs his beam saber through the Tieren's torso. Sergei then recalls Holly telling him 14 years earlier to take care of Andrei if something happened to her during the mission. He recalls his inaction in speaking to Andrei and apologizes to him for that. Sergei then pushes away from Andrei and thinks of Holly as his Tieren explodes. Marie watches Sergei's death and screams out his name.
The scene which about the temporal cooperation of Celestial Being, A-Laws, Katharon and ESF coup d'état forces to prevent the scattered fragments of the destroyed orbital elevator is the reminiscent of Char's Counterattack, albeit different