Air date: May 20, 2006

Diva and Carl's attack puts the Red Shield Headquarters into great chaos. The ship's wall and floor are shattered and the black clad bodies lay everywhere. Saya faces difficulty as Carl continues to launch destructive attacks. Kai takes Riku to join David at a meeting point inside the ship, but...

Script: Shotaro Suga
Storyboard: Susumu Kudo
Director: Susumu Kudo
Animation Directors: Toyoaki Fukushima, Akiharu Ishii, Hiroyoshi Iida