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- Winner: Satellizer L. Bridget
The battle began when a jealous Louis confronted Kazuya on his relationship with Satellizer alongside a cliff that escalated to the point where he ordered Holly to attack him. Satellizer blocked Holly's attack, declaring she would never let her harm her Limiter. Louis orders Holly then to attack Satella, and she accepts, hating her rival for Louis' affection. Holly initially dominates the battle with her superior Double and Triple Accel. When Satella activates her Wings of Light, she is able to strike Holly with her unique Accel-Tempest. In one final clash, Satellizer surpasses Holly's Accel and defeats were with an incredible slash.
Holly concedes in defeat and begs for Louis' love, but he asserts that she's nothing more than a replacement for his sister. Holly attempts a murder-suicide by piercing Louis with her Volt Weapon and having them both jump off the cliff. Satellizer jumps to their rescue.