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|Air Date||November 15, 2013|
|Character Appearances||*Satellizer L. Bridget|
As Holly Rose moves to sever Kazuya Aoi's arms per Louis L. Bridget's orders, Satellizer L. Bridget accelerates and parries Holly's attack with Nova Blood. A shocked Louis orders Satellizer to get out of the way but she refuses, reminded by Kazuya's heartfelt words of unwavering love and respect for her. Satellizer returns her love for Kazuya telling Louis that Kazuya freed her from Louis' shackles. Satellizer promises to protect Kazuya even at the cost of her life.
Louis laughs at Satellizer's resolve and taunts her. Holly and Satellizer step forward, staring each other down. Louis says Satellizer has no chance of winning and Satellizer reiterates her promise to protect her Limiter, even from Holly. Holly says she can handle this. She attacks Satellizer who blocks her. They proceed to parry each other several times, but Holly's attacks carry more force, which seems to tip a still recovering Satellizer off balance. As Holly presses against Satellizer's blade, Holly unveils that she knew she was a substitute for Satellizer.
In a flashback, Holly walks in on Louis looking at a picture of a young Satellizer at Genetics UK. Holly inquires and Louis says that it's a good luck charm. Holly wonders if that girl was Louis' girlfriend and he denies saying that it is his half-sister Satellizer.
Out of the flashback, Holly pushes Satellizer with more shouting that Louis has always been obsessed with Satellizer. Holly is certain that if Satellizer didn't exist then he'd love her.
Another flashback occurs, returning to the night Louis panicked after hitting Satellizer. Holly, who had been behind the door, enters and assures Louis that he can have her. Louis, still angry, pushes Holly down and forces her onto the bed. He rips off her shirt and promises that he would never love a "tramp" like Holly, who is a poor substitute, but the interaction culminates in relations.
A jealous Holly continues to pound her sword against Satellizer's, and the L. Bridget cannot make a firm stand. Louis, who has been listening, tells Holly that he didn't tell Satellizer to "talk her to death." Satellizer takes the chance to swipe at Holly, but narrowly evades.
After Louis and Satellizer taunt each other, Holly uses a basic Double Accel, which Satellizer is able to read, but Holly quickly transitions into a Triple Accel, which allows her to slash Satellizer's back. Satellizer tumbles but gets back up and focuses. Holly continues her Accel Turn attacks and Satellizer can now read Holly, light slashing her cheeks, but Satellizer cannot fully counter Holly, allowing UK's #1 to slash Satellizer's stomach. Satellizer recovers to pierce Holly, but Holly had accelerated leaving behind an afterimage. Reading, Satellizer lightly cuts Holly's forehead, but Holly stays focused to slash Satellizer's back again, causing her to fall.
When Satellizer seems incapacitated, Kazuya rushes to her and encourages her to keep fighting. Despite Louis' prodding, Satellizer reestablishes her resolve to keep fighting and never lose. Satellizer is reminded of her defeat at Elizabeth's hands and her mission to save the E-Pandora. Satellizer activates her Holy Gates, which Louis thinks are just for show.
Holly and Satellizer accelerate up the steps of the ruins and when Holly attacks, Satellizer easily parries. Satellizer activates her Accel-Tempest, which allows her to surprise Holly and slash her chest. Satellizer steps forward even more. Louis and Holly trigger their Ereinbar Set so Louis can freeze Satellizer, but Kazuya uses his Freezing to counter. Louis angrily denounces Satellizer as his father's bastard daughter and Satellizer shakes her head, rejecting this claim.
Holly and Satellizer go for one last attack, and Satellizer pushes her Wings of Light to give her the speed and power to critically slash Holly's shoulder, causing her to collapse. Satellizer wins the battle.
Louis refuses to admit defeat. Louis, disturbed, doesn't understand why Satellizer would let someone touch her other than him. Louis refers to Satellizer as the "Untouchable Queen," a title Satellizer firmly denounces since she met Kazuya.
Louis recalls his time as a child telling Satellizer that she doesn't belong in the L. Bridget family, but that he would protect her. Listening to the echo of Louis' words, Satellizer sits huddled in her room under the threat that Satellizer and her mother would be kicked out. The child Satellizer eventually sees a light and goes to it while Louis is terrified. In this light, a man picks up Satellizer and holds her. Louis runs toward Satellizer crying but stops to turn around and see a Graveyard where shackles are breaking.
Out of this warped vision, Louis sees the resolve in Satellizer's eyes. Unhinged, Louis aims to commit suicide by jumping off the cliff. However, Holly jumps to save him and Louis is reminded of all the times Holly was smiling by his side during their time together.
Louis then wakes up coughing up water but Holly is unconscious in Satellizer's lap. Satellizer tells Louis that she'll be fine, stating that she cares for him very much.
At the Alaska Base, Rana wants to call Satellizer and she needs André Françoise's help to do so and he warns her to keep the call under a minute. Kazuya answers the phone and Rana explains Elizabeth's situation; she needs both of them to come back immediately.
On a private L. Bridget jet, Olivia L. Bridget informs Howard L. Bridget of Satellizer's presence at the Bali resort. However, Satellizer needs to leave immediately. Howard hopes Satellizer is well, missing her dearly.
Satellizer and Kazuya take another L. Bridget jet back to Alaska. Satellizer and Holly have recovered from their wounds. Before Satellizer and Kazuya can leave, Louis explains that he will give their father her message.
Back at Alaska, Scarlett Ohara descends into a deep basement of the base, clearly a secret. She thinks about the next Nova Clash nearing, and when it occurs she says the E-Pandora will not be hailed as heroes. She then stands before several tubes containing girls in green fluid.