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|Air Date||November 29, 2013|
|Character Appearances||*Satellizer L. Bridget|
Kazuya Aoi has his Freezing field deployed to keep Julia Munberk in place. As Amelia pants on the ground, Julia asks what Satellizer L. Bridget "holds dear." She questions why Satellizer would protect a girl who is turning into a Nova. Satellizer doesn't understand until she takes a second look at Amelia. Satellizer is shocked at the Nova marking on her body and guesses that the Chevalier gave Amelia the Mk-IV. Amelia admits she decided to use it on herself. Satellizer doesn't understand. Amelia says that she did not have a choice. She aims to expose the atrocities of the E-Pandora Project. As Amelia plans to continue her mission, Satellizer grabs Amelia's arm asking her to stop. Satellizer says that she is not taking the Chevalier's side. Amelia tugs away from Satellizer who slaps her. Satellizer says there is no need for what Amelia is trying to do. Amelia tries to explain herself and Satellizer states that the L. Bridget family will handle things from now on. Amelia doesn't understand until she sees Satellizer's resolved eyes. Amelia sheds tears; she doesn't understand why Satellizer would care about her, an E-Pandora. Satellizer views Amelia as a True Pandora and a good friend, so she asks her to do the right thing.
A light green Freezing field is deployed and it shatters Kazuya's. Kazuya doesn't understand until everyone takes a good look at Julia's Limiter.
Level One alert is echoed throughout the base. Rana and Cassie are surprised to hear that the targets are E-Pandora. Andre says that it's a rebellion and Amelia is pulling the strings. Rana is outraged that the Chevalier would continue the Mk-IV drug and storms out of Elizabeth's room with Cassie following. Elizabeth awakens when Andre prepares to close the door.
Cassie catches up to Rana and tries to calm her, but she refuses. Cassie asks what Rana plans to do but Rana doesn't have an answer. Rana still pushes Cassie away and runs, with Cassie behind her. They run into Satellizer and her encounter with Julia. Satellizer takes off to fight and Julia releases sonic waves, which only scratch Satellizer at first but then they dissolve her Volt Weapon. Satellizer is impressed. Rana jumps into the battle, deploying her weapons. She punches "through" Julia, who had actually used the Tempest Turn to evade. Julia says traitors will receive no mercy and slashes at Rana with her sonic waves, knocking her back, and Kazuya helps her up. Satellizer is beginning to understand why Julia is a world ranked Pandora.
In Elizabeth's room, Andre helps her ease out of bed. Elizabeth expresses her intent to help the E-Pandora. Chiffon and Eugene arrive at her room with Chiffon stopping Elizabeth from advancing. Chiffon says that keeping her friends safe is a top priority, and she cannot allow her Genetics comrades risk themselves against the E-Pandora traitors. Elizabeth respects Chiffon's decision but she refuses to be deterred. Elizabeth asks Chiffon to step aside. Chiffon repeats that she is a proud member of the Chevalier and what she does is for the betterment of mankind. Chiffon won't let that faith waiver.
Elizabeth explains that there are three women in the world that she respects the most: her mother, of course, Amelia, whom she met at the lab, and Chiffon Fairchild, albeit a bitter respect. Elizabeth asks Chiffon what happened to her; she wishes Chiffon was the Pandora she deeply respected, but now she has become a deplorable woman. Elizabeth walks past Chiffon, who doesn't intend to stop her.
Andre follows after Elizabeth, who insists she doesn't need his help. However, Andre refuses to leave her. Elizabeth takes off her white shirt and replaces it with her Volt Texture uniform. Elizabeth and Andre depart to join the E-Pandora Rebellion.
Julia stares down her two adversaries. Rana gets back to her feet. Ran and Satellizer agree to activate the Holy Gates. However, they are stopped by Cassie Lockheart. Cassie agrees to handle Julia herself while the others are to get Amelia out of here. Cassie insists that she will fight because she owes Satellizer her life for not killing her during the 10th Nova Clash as well as being her friend. Cassie reminds them that she is world-ranked too, someone who is on Julia's level.
Amelia and the others run past Julia. When they leave, Julia refers Cassie to her comment that Cassie is world-ranked and on her level. Julia says that Cassie's "data" is incorrect. Supporting her claim, Julia reminds Cassie that she is "dead last" between the top-five Pandora in the world. Cassie deploys her weapon, hoping to correct that data. Roxanne Elipton is listening behind a wall. She decides to turn a blind eye, not wanting to get into anyone's business.
Kazuya and the girls run outside with Amelia planning to reach Scarlett's office. Satellizer pleas for Amelia to stop as the L. Bridget family will have the lab under investigation. A voice tells them to stop, the voice coming from Chevalier Pandora, who plan to arrest Amelia for treason while threatening Satellizer, Rana and Kazuya as well. The Chevalier ask why respectable Pandora like them would betray humanity.
Amelia insists that the Chevalier are the traitors while regressing deeper into Nova Form. Satellizer and Rana deploy their weapons. Several lasers are fired and they pierce right through the members of the Chevalier in precise shots that just miss their vitals. The attacker is none other than Elizabeth, who is happy her surprise attack succeeded.
Elizabeth asks what Satellizer is doing since she told her not to interfere. Satellizer refutes that Elizabeth was wrong, and Elizabeth wants to thank her, leading to a comedic scene between the two. Satellizer wonders if Elizabeth attacked her so the L. Bridget family would not get involved, a claim that Elizabeth seemingly denies. However, Elizabeth refuses to allow Satellizer to advance further. Satellizer refutes but Elizabeth doesn't want Satellizer or the others to be labelled as traitors. Satellizer only cares about saving Amelia, and the conversation only degrades into a verbal spat between the two English Pandora, who Rana calls "spoiled rich kids." Satellizer says that she and Elizabeth have had their differences but she's happy Elizabeth is alright.
Cassie and Julia's heated battle has already begun. Julia throws her shock waves, and the "Godspeed" evades them with her acceleration. Cassie notes that Julia's attacks don't work at close range. Getting close, Cassie swipes at Julia and just misses. Cassie pushes forward to get out of Julia's range and jumps back to attack with more Triple Accel attacks, which Julia finds highly dangerous. Julia is able to evade each of Cassie's attacks, despite being impressed by Cassie. Having regained her distance, Julia throws her shock waves in all directions, which blows Cassie back, cutting her uniform. Cassie safely lands after performing an aerial ducked roll. Cassie's cheek bleeds as she realizes Julia is preventing her from getting close.
Julia insists that this fight is over. Cassie licks the dripping blood from her cheek and tells Julia not to count her out just yet. Cassie charges her next Accel Turn, the "Divine Speed." Cassie attacks with the Quadruple Accel and when blood seems to drip from Julia, it is actually Cassie who is bleeding from her shoulder, having been deeply cut. Cassie screams and falls to the ground. Julia admits such speed cannot be evaded, so she deployed her Volt Weapons, a levitating pair of sickles, a Type-SSS. Julia explains the uniqueness of her weapon, which allows her to send Mach 3 sound waves in all directions. On the other hand, Cassie's Accel only reaches a Mach 2. Cassie gets back up and Julia indicated with the difference in speed of their attacks, evasion is unnecessary. Cassie promises not to give up.
Back outside, Elizabeth says that her goal is to return Amelia to normal. Amelia refuses, saying that she will live with the consequences of the choice she made. She asks the others to not fight for her but for the truth. When they all agree to move, they are stopped by Charles Bonaparte, the one Amelia recalls having killed Jina. As Elizabeth identified Charles, Amelia becomes heated. Elizabeth wants Charles to know the truth, and Charles quickly dismisses it. Elizabeth begs Charles to not get in the way lest she regret it. Charles expresses that she is only sorry for killing "one of these pathetic imitations;" she'd advocate killing them all.
Furious, Amelia attacks Charles who quickly separated with a 2x Tempest Turn. Amelia promises to kill Charles. Before she Novalizes even further, Charles kicks Amelia back, having had enough of her. Charles threatens to dispose of her when the others step forward. Amelia gets to her feet and she Novalizes further. Elizabeth tells Amelia to stop, reminding her of her goal.
Charles pauses when Elizabeth says that the leadership has "inflated egos." Charles recalls her childhood when Marks plans to play the "villain" again. Marks believes only darkness can defeat darkness. Charles defends the leadership for all they have done to defend humanity. Elizabeth tells Amelia to go with Satellizer and Rana and to protect Amelia at all costs. The girls and Kazuya leave.
Charles wonders if Elizabeth can actually take her down. Elizabeth said nothing about taking her down. Elizabeth deploys her weapon, insisting that she only needs to keep Charles busy.
Kazuya and the girls run through the snow with Amelia determined to expose Scarlett. The doctor is shown taking a shower in the fetal position, but she isn't panicked at all.