With the help of his new cybernetic eye, Inaho notices that there's something off about Princess Asseylum's behavior. Meanwhile, Princess Lemrina divulges her insecurities to Slaine and Count Saazbaum launches an offensive. 
Princess Lemrina is out of her wheelchair gleefully bouncing around in the moon's uneven gravitational field. She activates some Kataphrakts for Sir Slaine.
Through an Audience Chamber, The Emperor praises Princess Asseylum for growing stronger and gaining experience, unaware she is in fact Princess Lemrina in disguise.
Capt. Magbaredge requests the United Forces of Earth space station/asteroid, Trident Base, docking permission for the Deucalion. Nina docks at berth pier 12. As it enters, a soldier on a passing spacecraft sees the "ship with the Martian tech" and his comrade tells him of that it is said to be crewed by children who aren't even old enough for the reserves. The soldier wonders what the world is coming to. Kisaki is amazed by the size of the fleet, Yutaro speculates they must have scrounged up every squad capable of making it there. According to Shigo Kakei, there is going to be a massive operation. Nina successfully docks the ship at pier 12, and Capt. Magbaredge orders inspections and resupplying to begin once mooring is complete.
Inaho Kaizuka is in his bedroom on his laptop when Inko walks in to ask him how he's feeling. Inaho's eye still hurts hence he wears an eye patch. He explains that although pills to make him feel better, they degrade the sensitivity of the neural link. Inko looks closely at Inaho's cybernetic eye and it still looks ordinary to her. Inaho says it's a developmental prototype so the code needs to be improved but he can make out most things. He demonstrates that he can calculate the mass of objects by using his cybernetic eye by throwing Inko a 200 g food pouch. But Inko takes this rudely when he asks if she has gained weight. She claims it is not fat but muscle but Inaho guesses this is a lie as he can see stress in the format analysis of her voice. Inaho proceeds to show the video of the propaganda speech, and sees stress patterns in the voice of the Princess, especially during the part where the Princess declares herself to be Vers Empire Princess Royal Asseylum Vers Allusia. Inko deduces that the girl in the video is not the Princess. Inaho asks Inko if she's been stress eating and she gets angry and so he mentions her stress levels went up again. Inko runs out the room, Rayet walks by and tells Inaho he is really an idiot; Inaho covers his right eye and says to Rayet that she is telling the truth.
Eddelrittuo cleans the tank that Princess Asseylum is in. Sir Slaine walks in, wondering why she isn't with Princess Lemrina and promises not to tell anyone that she is with the real Princess. Sir Slaine also states that they (the knights) have spored the ship Eddelrittuo told them about and mentions they are secretly repairing it. He tells of Baron Yacoym's defeat before it came up into space. He says they may have to fight their crew soon and he rhetorically asks Eddelrittuo if that would make Princess Asseylum sad. Eddelrittuo fears the Princess may never wake up but Sir Slaine assures Eddelrittuo that they will see her smile again.
Princess Lemrina moves around the base in her wheelchair while Count Saazbaum talks to The Emperor via an Audience Chamber. The Emperor is sick and in his bed attached to a respirator and tells the Count that he has asked Asseylum to do what the Count wanted. The Count turns off the audience chamber and Sir Slaine approaches him. The Count sighs at the fact that once he lied to the Emperor that Asseylum had been assassinated... and now lying to the Emperor that Asseylum is alive. He asks Sir Slaine what is his opinion of Vers as it is now but Slaine refuses believing it is not his place to offer an opinion on their sacred homeland but the Count allows him to speak freely. Sir Slaine shares his thoughts on Vers society.
Afterwards, Count Saazbaum goes to the hangar with Slaine and asks the crew if his steed is ready, the crew said they've finished its activation tests. Once they've finished fine-tuning the sync between each unit, it will be combat-ready. Count Saazbaum tells them to do that on the island and orders the Stygis Squadron to prepare to move out. Sir Slaine gets into the cockpit of the Tharsis and orders it to stand but its Aldnoah Drive is offline so he finds Princess Lemrina.
Princess Lemrina denies deactivating the Tharsis but Sir Slaine knows she is the only one on the base who can forcibly deactivate Aldnoah. He asks her to reactivate it but she refuses, she suggests he asks her sister and says it always struck her as odd that a Terran could operate the Tharsis. Princess Lemrina tells Sir Slaine that Princess Asseylum would be happy to know that he stills loves her in spite of her condition. Even though they share a father, no one pays Princess Lemrina any heed simply because she and Princess Lemrina have different mothers. Sir Slaine assures her this is not true, puts his hand on his chest and declares they all admire her. Princess Lemrina calls him a liar because they do not admire her but her activation factor and that is exactly why Sir Slaine came to her. Harklight sees the Princess with Sir Slaine from the other side of the hangar. The Princess twirls around and asks Sir Slaine if he wants her that badly, if Aldnoah is so important to him and if she is just her sister's replacement. Sir Slaine does not give answer and the Princess takes it as a "Yes" and declares she hates him. Sir Slaine takes off his jacket and shirt to show the scars from all the beatings he has taken over the years just for being from Earth. He explains that when his scientists father died, he lost his one protector and became a servant of the Vers Orbital Knights, he kneels before the Princess and declares he will not say that he understands her hardships but he too has known cruel treatment due to his birth so he can understand her suffering, if only some small portion of it. She has his heartfelt admiration. Princess Lemrina asks Sir Slaine to lift his eyes and proceeds to kiss him.
Now he temporarily has the Aldnoah activation factor, she tells him to activate it once yourself. Sir Slaine gives his thanks and Princess Lemrina tells him to have a good hunting. Sir Slaine activates the Tharsis, right after the panoramic cockpit boots up, Harklight appears. Sir Slaine apologizes for the delay. Harklight says that display was touching and is proud that he has Sir Slaine as a master. Count Saazbaum orders all units to launch and declares the destination to be Marineros Island. The Tharsis leads the way as all the Versian transports follow. Princess Lemrina visits her sister.
Meanwhile, Capt. Magbaredge and XO Mizusaki attend a United Forces of Earth a mission briefing at Trident Base. Their commander says the rocks in the Satellite Belt travel in an elliptical orbit around the Earth. Trident Base is one of those rocks. He then shows the orbit of Marineros, the frontline base of the Mars Army. The two will make a close approach in 72 hours' time. The distance between them will be a mere 7km. That's close enough to be seen with the naked eye. For that reason, a large-scale battle is expected between the two bases. Operating under that assumption, they've gathered troops from both the orbit and the surface to assamble a powerful fighting force and they believe the Mars Army will also amass their forces for an all-out offensive. As the commander talks about how long-range fire will be thrown off course because they predict an increase in high-density rocks in the area at the time of the operation, XO Mizusaki says to Capt. Magbaredge that they've never fought a space battle of this scale since the war began. Capt. Magbaredge retorts that it'll be a first for the enemy, too, so it's probably nothing to be scared about. While the commander assures the limitations hold true for the Vers as well, XO Mizusaki tells Capt. Magbaredge that it is still a subject for concern. Capt. Magbaredge says that if she'd let that endearing side show every day, she'd be sure to get a date.
The convoy of Martian transports decelerate and Count Saazbaum orders the Stygis Platoon to launch. The the three Kataphrakts, each made of five parts combine and head towards Trident Base. The Deucalion is ordered to intercept the 7 mid-sized ships and 3 small units. Ensign Kaizuka, Inko and Rayet head to their Kataphrakts as ordered. Calm has fully kitted out the KG-6 Sleipnir with a space loadout, he offers to paint the KG-6 but Ensign Kaizuka says it's okay as it's supposed to attract attention. The KG-7 Areions of the Ghanaati Platoon and Harroway Platoon get into their positions as do Inko and Rayet of the Mustang Platoon. Rayet mentions to the other pilots that the relative velocity with enemy units is 3kms-1 so they will pass by in a flash, meaning that their chances of attacking are slim, as Inko adds. The Stygis Platoon commence their attack, they weave through the Satellite Belt, so the shots of the KG-7's all miss. But to Inko's surprise, one of the Stygis Platoon is suddenly destroyed at long range. It is the doing of Ensign Kaizuka.
With the help of his cybernetic eye, he compensates the gravity gradient resulting from dense satellite clusters and destroys rest of the Stygis Platoon with. With the loss of one of their platoons, the Vers begin firing from their transports but the KG-6 all dodges all of their shots. Sir Slaine deploys in his Tharsis and tells Count Saazbaum that he will act as a decoy and for Harklight to take evasive action. The Tharsis advances and is about to get hit by a shot but Sir Slaine successfully doges it. Sir Slaine is amazed by the KG-6's pinpoint accuracy in the "wind" whereas Ensign Kaizuka is impressed by the movements of the Tharsis. Ensign Kaizuka realizes it is not speed but anticipation of the rounds' trajectory but he wants to know how.Sir Slaine is shocked to discover the accurate shots are from an orange Kataphraktos. Ensign Kaizuka identifies the Kataphraktos. They both engage each other in combat while the convoy of Martian transports approaches the effective firing range. The KG-7 Aerions all fire at will as ordered. Sir Slaine gets a good look at KG-6 before retreating back to the convoy. The commander at Trident Base gives orders to continue firing until the enemy is out of range and requests a damage report. In his KG-6, Ensign Kaizuka reads data about the Tharsis and looks up the names of its known pilots. After Sir Slaine returns to the hangar, remembering the orange Kataphrakt, he meets Eddelrittuo beside Princess Asseylum's tank. Eddelrittuo spills her knowledge of her time with the Terrans and says its a trainer and that boy prefers only to pilot trainers, she says the name of the boy is Inaho Kaizuka and thus Sir Slaine learns that his adversary is still alive and Ensign Kaizuka has learned the name of the Tharsis pilot, Slaine Troyard.
|“|| Sir Slaine: I believe it is possible for our society, with its powerless, impoverished citizenry, to become prosperous by conquering Earth. Making it a domain, and taking its resources. However...
That wealth is likely to find its way to only the upper classes and will not improve the lives of the citizens in the slightest.
Count Saazbaum: What is your suggestion, then?
Sir Slaine: Aldnoah... Those who possess Aldnoah control everything. That is the problem in a nutshell.
Count Saazbaum: Well put. We owe much to His Imperial Majesty for unearthing Aldnoah. But it was a grave sin to hoard that power and create a society where the powerful control all. When we have achieved victory and seized the Earth, that red world will change. Lend me your strength, Slaine.
Sir Slaine: I Will, Count Saazbaum.
—Sir Slaine shares his thoughts on Vers society.
|“||Everything that was yours, I will take on as my own. So rest easy, dear sister.||”|
—Princess Lemrina visits her sister.
|“|| I've been looking for you, Bat...
No, I guess you did a class change and are a Gull now
—Ensign Kaizuka identifies the Kataphraktos
- When Harklight sees the Princess with Slaine, it is translated as "Lord Slaine" despite Slaine only having the title Sir at this time. In the Japanese audio he says "Slaine-sama", which is usually translated as "Milord, Slaine" or "Slaine, Milord".
- "The Beautiful and Damned" is a reference to F. Scott Fitzgerald's second novel of the same name, which deals with complex characters with respect to marriage and intimacy.