Lavi and Claus are flying in the 8-hour Endurance Race and managing to stay near the front. Of course, Dio and Luciora are running  a close second and playing with them.

Meanwhile, Alex is trying to obtain the Door to Exile in the auction and ends up in a bidding war, which he continues to escalate the price. The original price that Alex bid, 5 million Claudia, becomes 50 billion Claudia once Delphine starts anonymously bidding. Before Alex can put in a higher bid, though, Duke Nouls has a henchman put a gun to Alex's back. Delphine wins the auction.

As the race draws to a close, Tatiana and Alistia continue to time their flight. In the second to last pass, they release bits against the walls of the cave for navigation later.

At 12 midnight, three things happen: Claus and Lavi win the race, Alex is about to be executed by Duke Nouls and his crew, and Tatiana and Alistia release the timer device. It goes off and knocks out all the power, allowing Alex to take advantage of the darkness and kill all of the Duke's henchman, getting away himself. He later goes and meets up with Graf, who is the true owner of EXILE knowledge. He tells Alex a riddle relating to opening the door and points out that Alvis is a part of the riddle, which is why he and Gita were trying to protect her. Alex pays him with Claudia, although a much smaller amount than 50 billion. However, Graf is satisfied.

Claus and Lavi can't find their way through the dark, so they have to land, and while they wait, they chat. Lavi admits that she doesn't want to be his navi anymore if Claus is going to be in battle. But when the war is over, they promise they will fly together again - they will fly the Grand Stream like their fathers tried. At that moment, Dio and Luciora find them and not only bring them back to the Sylvana, but board it themselves. Dio is expecting a party, of course.

Dio and Luciora are taken "hostage" by the Sylvana. Dio is brought to Alex where the young guild heir tries to question Alex about the Mysterium. Not getting anything out of the commander, Dio, and by default Luciora, are then relegated to Claus and Lavi. Lavi has officially become a mechanic, so Claus is missing a navi. Although Delphine hears that they are captured, she decides to allow Dio and Luciora "to swim" on their own.

A message is detected by the Sylvana and Tatiana and Alistia go to retrieve it. It is from the Urbanus. Vincent, the commander, is requesting a meeting with Alex. It regards "the cargo." Alex plans on going, and he ends up asking Claus to fly escort, which angers Tatiana. Sophia reminds the vanship pilot not to question order, and when Tatiana asks who will be his navi, Alistia volunteers.

At the rendezvous point, Vincent tries small talk, but taciturn Alex eventually forces him to get to the point. He has an imperial decree for Alex to return "the cargo" to the emperor, but Alex refuses. This forces Vincent to pit his ship against Alex's. Both men return to their respective airships.

While the men are talking, Alistia uses an astrolabe to measure the coordinates of the stars, but notes to Claus that they are no longer reliable. Something in the sky seems to be affecting them.

Meanwhile, Dio and Luciora wander down to the engineering level, where they not only discover unregistered Guild technology running the ship, they find a rebel Guild member, Ressius, acting as the chief engineer. Alex returns to the Sylvana and is greeted by Sophia. She has received a message from the Emperor, and they head inside. Dio eventually finds Alvis, he whispers a Mysterium phrase in her ear, and suddenly, all hell breaks loose as Alvis glows with a brilliant white light and the pressure inside the Sylvana increases, even as it decreases on the outside.

Alex announces that they are going to battle against Urbanus. Although she hesitates at first, Sophie announces their mission over the loudspeakers. Meanwhile, Al has come out of her "coma" but she has no recollection of what has just happened.  Dio refers to her as "genuine" but does not elaborate.

Later, when Sophia confronts Alex, he tells her she can just leave the ship, but he refuses, reminding him that she is his first officer. Tatiana briefs the vanship pilots on tactics against the Urbanus, and much to Alistia's chagrin, chooses Claus to be her navi.

Lavi and Al prepare water and a lunch for Claus before he takes off. Alex is leading the Urbanus, and three other ships, into the Dragon Fang. While Vincent does anticipate Alex's moves, he doesn't anticipate the other captain's desperate battle response. Despite the Urbanus dealing a crippling blow to the Sylvana, Alex is able to sink two of the Urbanus-class ships.

Al and Lavi are thrown to the ground, and Lavi is knocked unconscious. The last shot is of Claus watching helplessly as the Sylvana sinks below the clouds, yelling Lavi and Al's names.

In a brief flashback scene, we are shown Tatiana's parents and given a glimpse into the surly vanship pilot's past.

Tatiana and Claus manage to crash land, but the pipe which has the flow of claudia going through it is damaged. They can't fly unless it's repaired. Tatiana is devastated by her failure as a pilot and for a while, doesn't seem to care about anything. Claus manages to snap her out of her fugue, insisting that the Sylvana has survived the battle.

They talk and Claus learns about Tatiana's left behind noble past, while Tatiana learns of Claus and Lavi's famous dads. Together, they manage to shorten then pipe system so that the claudia can at least flow through it. However, they give up height, and are only able to hover above the ground.

Meanwhile, in another flashback scene, we see what appears to be the people of Dusis , fleeing the inclement weather of their country. However, the rockets which they use to fly are not balanced properly, and they crash.

Tatiana recalls that there is a shelter that they can use, but once they arrive, they are taken captive b a group of masked Dusis soldiers. Later, there is the sound of rockets, and the soldier guarding them runs towards it. Claus and Tatiana follow, and discover the soldier is actually a girl. There are crashed rockets everywhere, and the last scene is the Dusis girl, sobbing uncontrollably, as she shoots her riffle in the air in grief.

The episode opens with a flashback to the past as Hamilcal Valca and George Head are lost in the Grand Stream. At the same time, a pilot looks back and discovers that his navi is missing. He screams, "Yuris!" and then the intro credits roll.

While Al watches over her, Lavi dreams of the past when her father was still alive and best friends with Claus' father. Lavi and Claus lived very close to each other, and grew up together. Claus's mother, Justina, acts as Lavi's mother, since Lavi's died in childbirth. Their fathers made a vanship team and would fly missions whenever they got them. A love of flying and doing such missions was instilled in Claus at a very early age.

While they were growing up, there was another vanship pilot and navi team. We find out later that it is a much younger Alex Rowe, and a young woman who we only know as Yuris. Alex is the one to present Lavi with the bleating stuffed sheep which is now in Al's possession.

After their fathers are killed, Claus's mother lives only 6 months after that. The stress is what did her in. Claus and Lavi force themselves to learn how to fly a vanship, using what their fathers taught them. Eventually they have to sell the house and live down below the mountain where the other commoners live.

In real time, Alistia and Dio team up and go searching for Claus and Tatiana. They are found and brought back to the Sylvana, where Lavi greets them cheerfully, before she notices that Tatiana is wearing Claus' work clothes which she had mended for him.

However, her irritation is short-lived as Claus informs her that Norikia, their town, has been destroyed by Dusis.

Repairs are underway as the crew tries to fix the damage to the Sylvana. Claus is confused and goes to speak with Alex about recent events. Meanwhile, Dio has swiped the picture of Claus and Lavie's parents and intends on giving it to Claus.

Sophia informs Tatiana that the commander wants to see her, but she refuses to go just yet. She is still upset about the crash-landing and her feelings towards Claus.

The mechanics are found in the gym, joking around about what they believe happened between Claus and Tatiana. Lavie is in her room when Claus and Al try to get her to come out, but she ignores them. So, they head off.

Vincent returns to the emperor, and is stripped of his command  because of his failure. Later, Marius is seen speaking with an Anatore General, and much later, he sends out carrier pigeons with messages.

Lavie finally decides to come to help Claus with the vanship, but Dio shows up with the picture and shows it to Claus, telling him that Alex had it. Later, in Alex's study, Claus is told the story of his father's last flight. Alex was the young man in the background of the picture, along with his fiancé, Yuris. When the four of them entered the Grand Stream, Claus and Lavie's fathers were hit by a ship in the Grand Stream and presumably killed. Yuris was flung from the backseat of  the vanship. The last thing that Alex saw was the deck of the large ship, with Maestro Delphine standing in the middle of the maelstrom, holding a bouquet of red roses.

After reading her message from the carrier pigeon, Sophia takes her hair down and greets herself in the mirror with: "Long time no see, Princess Sophia." She goes to inform Alex that she must leave the Sylvana, and he does nothing to stop her.  Claus later joins her on the outside of the ship and they chat, ending their conversation when Sophia notes that Claus is kind, and kisses him.

Sophia leaves the Sylvana and heads for the Imperial City where she reclaims her position as Princess Sophia. Back on the Sylvana, the mechanics discuss Sophia's leaving  and notice that Moran is completely depressed about being a mechanic. Moran wants to go back to being a marksman again.

Claus goes looking for Lavie, and discovers that Sophia has left the ship. He heads to Alex's cabin and finds the captain drinking liquor. He angrily tries to question Alex, but the captain deftly sidetracks the inquiry, especially about Sophia's reasons for leaving.

Back at the Imperial City, one of the generals informs Anatore that the Dusis is too weakened to fight back. Marius tries to plead for mercy for the surviving fleet, but Anatore has him placed under house arrest and confines Marius to his room.

Moran and Tatiana chat and he asks her to leave the ship with him, but then recants. Alex meets with Ressius over a game of chess to talk about attacking Delphine. The remaining Dusis people determine to take over Anatore for themselves.

Sophia is nearly shot down by the new commander of the Urbanus, but manages to arrive at the Imperial City. She is dressed like a Princess and goes to speak with her father about the Dusis. It ends with her being placed under arrest as well and imprisoned in the tower. Marius speaks to her through a hole and makes her promise to be a good empress.

Dusis sneak attacks Anatore. The General uses the Scolopendra Canon to destroy a few ships, but it is too little too late. During the chaos, the emperor and Marius kill each other and Sophia is rescued by Vincent. Claus and Lavi decide to stay on Sylvana.

With Sophia safely aboard the Urbanus, Vincent turns his attention to the Scolopendra Canon. When they refuse to surrender, he destroys it. Duke Madossein arrives with his fleet and they offer a retreat for the Dusis, which amazingly is accepted.

 Back on the Sylvana, the mechanics are fixing the ship, and Moran continues to show discontentment with his position. Al wakes from a nap inside the vanship, and finds a sleepy Lavi on the ground next to it. Lavi chats with Al and explains how she just loves her vanship and wants Claus to love it like her again.

Claus is on the deck of the Sylvana and Tatiana shows up. Tatiana tries to speak with him, but only gets a bad reaction when she says he looks like Alex. At that moment a courier vanship arrives and they escort the pilot to Alex. After reading the message, Alex orders the Sylvana to the Horizon Cave. Claus later asks the pilot why they fly and he replies, "I love the sky!"

Alex meets with Ressius and receives another Mysterium - the Dogbel family's. Ressius asks if he learned the last from the prime minister, but Alex says it's not time yet.

At the Horizon Cave, Walker is there to repair the Sylvana. Moran sees a group of marksmen  on the ground and is envious. On her ship, Delphine is taking a bath and chides her attendants for wanting to pull the Claudia units from the ships too soon. She wants to see them squirm.

Claus and Al are walking through a cluster of vanships when they see... Ralph Wednesday? But no, it is his older brother, Michael . Claus also sees that Hurricane Hawk, Fat Chicken and Sunny Boy are also present. Later, he and Lavi have dinner with them and are shocked and saddened to discover that their actions on Madossein's ship in episodes 1 and 2 gave the Duke the idea of using vanships more actively in combat.

Princess Sophia meets with Nestor, the leader of the Dusis, and gives to him a copy of the letter that Hamilcal Valca and George Head had tried to deliver to Dusis through the Grand Stream. He agrees to an alliance, with Sophia as the empress over both peoples. In turn, he gives her a map of the Grand Stream, as well as a recording of EXILE so that they could find it using Winna.

At Horizon Cave, the vanship riders are informed that they will participate in celebrating the coronation of the empress with their flying skills. Moran meets Donya and decides he will remain behind and train with the other marksmen for the upcoming attack. Dio is as irreverent as ever and Luciora finds himself becoming less stiff, especially as he sees Dio deciding to trust Sylvana's crew.

Alex orders their departure and they head for Sophia's coronation. Filled with pomp and circumstance, Sophia used her staff as a key to turn the podium and initiate the beginning of her reign. At that moment, though, rose petals begin to rain down upon the people below. In the Sylvana, the moment that Alex hears they are roses, he snaps to immediate attention and orders the Sylvana to immediately attack the descending Guild ship. Campbell barely countermands his orders and begs the commander to reconsider the safety of those below. Alex accedes, but is devastated with having to allow Delphine escape. 

Following Delphine's roses, Sophia and Vincent head to the Sylvana. There they discuss their strategy against the Guild. When Sophia returns to the bridge, she insists that they call her by her name, and she gets Winna to listen to the recording of EXILE. She also decides that she will remain on Sylvana and return to her first officer position, which Vincent isn't pleased about.

The mechanics provide Claus and Lavi with a stronger chasis for their vanship so that it can fly in the Grand Stream. Claus has a discussion with Sophia about Al's role in EXILE and Sophia explains that she is necessary for starting the ship. She also assures she will protect Alvis as well. Alvis, meanwhile, shows off the rose petals she picked up from the ground to Dio and he reacts angrily. She is determined to cheer him up, though.

Delphine decides to show her power and has the Guild recall a unit from a Dusis ship carrying water to Anatore. Duke Madossein, Lady Madossein and Holy watch horrified as the ship slowly crashes. Delphine merely laughs.

Moran gets a chance to chat a little with Donya , examining her airgun with much interest. They have a discussion about eating birds again - something Anatore people do not do, even though they eat eggs. Alvis gets Brian to show her how to make a cake so that she can make one for Dio for his birthday.

The Sylvana goes into silent sail with Urbanus so that they can search the Grand Stream for EXILE. Claus and Lavi get hooked to the ship and venture outside while they are approaching the Grand Stream. The last shot is Claus, defiantly looking at the turbulent skies and saying, "So, this is the Grand Stream that swallowed our fathers."

After entering the Grand Stream, the Sylvana and the Urbanus begin to methodically search the stormy fields using a series of sonar torpedoes and Winna's hearing abilities.

Meanwhile, during the silent sail, Al makes a birthday cake for Dio and the mechanics throw him a party. They sing him a birthday song and give him presents and Dio is amazed at how birthdays are celebrated by them.

At last, with only one sonar torpedo remaining, Winna finds EXILE. The vanship pilots scramble to shoot grappling hooks at it and try to capture it. But they activate a defense system of cubes with tentacles which attack and destroy a few of the vanships.

Nevertheless Claus, with Dio as his navi, manage to snare their grappling hook under the cubes themselves. With EXILE captured, Alex speaks to Sophia privately and gives her the mysteriums as well as guardianship of Alvis and EXILE itself. His debt to Marius, he says, is repaid.

However, Delphine has sent her star-shaped ships to bring Dio home and capture the crew of the Sylvana...

Claus and Dio are flying back to the Sylvana, with Dio happily singing his birthday song. They have successfully captured EXILE. However, when they land on Sylvana, it is empty. They begin to search the ship, discovering blood in the kitchen.

When they reach the bridge, they finally see some of the crew, but Delphine is seated in Alex's chair and she is holding Alvis in her lap. Dio is frozen in fear, and Delphine ends up taking him, Alvis and Claus to the Guild Headquarters. Enroute, Tatiana and Alistia manage to get Sophia off the ship, while Alex attempts to assassinate Delphine. Instead, he too is captured.

 Moran and Donya have some downtime with the other marksmen troops as they prepare for the coming battle.

At the Guild Headquarters, Delphine makes Claus and Al change their uniforms before she has dinner with them and she explains the ceremony of allegiance which Dio will undergo. Dio is forced to endure the process, and when he joins them at the  dinnertable, he is noticeably altered from his former self.

Although Sophia was "safe" aboard the Urbanus, she requested to be sent back to Sylvana. She returns, knowing Alex has been taken, but prepared to go through with their plan.

Delphine is pleased with Dio's new personality, but Claus and Al are horrified. Dio is then brought into a room with many other Guild boys where they battled to the death for the right to become the second in command of the Guild under Delphine. Their purpose was to claim the oddly shaped sword in the middle of the room.

When Delphine is told that EXILE is near, she brings Alvis to the top deck. Alex is there, bound o a cross-like shape, and tied there with rose vines. The thorns bite into his skin and secrete a type of serum which makes him susceptible to Delphine's commands. At her "request" he speaks each Mysterium, and Alvis replies with a line of her own in response. The combination sets something off in EXILE. However, clever Alex doesn't know the last Mysterium. So the cycle is interrupted. However, he cannot help but reveal that Sophia is the one who knows it.

The battle for the sword ends at this point, and Dio is the victor, completely bloodied by the experience.

The episode begins with a flashback. Delphine comes upon a weeping and apologetic Dio and presents him with a "gift." It is Luciora, and Dio is the one who names him. In the present time, Delphine welcomes a bloody Dio as victor and her newly made second in command.

On board the Urbanus, Vincent is saddened that Sophia returned to the Sylvana, but he recovers and radios her to let her know that the Urbanus will shield the Sylvana in the upcoming battle.

Moran and Donya wait for the signal to take over one of the Claudia Units. At that point, he asks her to come back to the Sylvana with him after the battle is over, and she blushingly agrees. The time for the attack arrives and they rush in, but Donya is knocked to the side.

There is something obviously wrong with Dio, because he seems to be drugged. But Delphine doesn't notice this at all. She is called away by one of her aides. When she is told of the attack, she orders the aide to pull all units.

In another flashback, we see Dio having dinner and Luciora saying that he isn't hungry. Yet later, in a second flashback, Dio has snuck some food away for Luciora and gives it to him. He then whispers something to Luciora, which we cannot hear at this time.

Claus and Al manage to convince Luciora that they need to escape with Dio. Luciora gets them to the hanger, but he makes them leave so that he can go after Delphine. He does present Al with 2 gifts before he leaves - a pilot hat and a communicating device on a necklace.

Although the take over of the Claudia Units was successful, Moran is killed.

Luciora makes it to Delphine's chamber, and ends up killing Sicada, his brother in order to get close to Delphine herself. But he bows before her and accepts her ring, asking her to free Dio. She asks what he is to Dio. He recalls the flashback where Dio gave him the plate of food and we hear Dio claim that Luciora is his friend. Luciora then repeats that Dio is his friend, and the ring disintegrates him, killing him.

Luciora's explosives work, and half the Guild palace plummets to the ground. Claus, Al and Dio escape, however, in a vanship, but they manage a crash-landing. Claus wakes up in the Madossein mansion, which has been turned into a field hospital. He makes sure that Dio will receive care even though he is from the Guild.

Al bumps into Holy Madossein and the two girls chat, the later expressing her jealousy of Al's experience flying in vanships. Her father, in the meanwhile, orders the fleet to follow him as they prepare to attack the Guild ships.

Claus and Al leave Dio at the mansion and go to Norikia, where Claus returns to the ruins of his former house. Al finds Lavi's old navi notebook and keeps it with her as she reads it.

During the dusk attack, many Anatore and Dusis ships are destroyed by the more powerful Guild energy bolts. However, many of the Guild ships are destroyed in the encroaching darkness when a fleet of vanships blow holes in the side of the Guild ships, fly inside, and destroy all the Claudia Units within. While Delphine is annoyed over the loss of the ships, she is not upset. She plans on using EXILE to destroy them in turn.

In Norikia, the communicator Luciora gave to Al begins to work and Claus is able to speak first with Lavi, then with Sophia.  Sophia instructs Claus to head for the DragonFang, when she is suddenly cut off.

Before leaving for Dragon's Fang, Claus visits his parents' grave with Al and asks them for luck.

Sophia and Vincent are within the fleet pursuing the Guild and EXILE.  EXILE is attacking Delphine's ships, but not her own ship. Unfortunately, when the Anatore and Dusis fleets draw closer, EXILE attacks and destroys their ships as well. Delphine's ship is enveloped in a sparkling pink light, and some of the officers wonder if she has control of EXILE, but Sophia insists she does not because she only has 3 of the Mysteriums.

Claus and Al fly through the Dragon's Fang, with Al using Lavi's notebook to help navigate. Claus parks his vanship on the refueling  station, and meets up with Ethan, who informs him that he is to take the newer vanship out. Alistia is in the navi seat, and she holds Al in front of her. While Al is told by Claus that she  doesn't need to navigate anymore, Alistia cheers her up by assuring Al that she can continue to navigate if she wishes.

Hearing a recording  of Claus' conversation with Sophia, Delphine dispatches two Guild star pilots to kill him and Al, since she likes EXILE just as it is now. Alex is still a prisoner, tied up by the rose vines.

Somewhere in Dusis, a signal suddenly goes off, as a ship is revealed from within the ice on the ground. The signal speaks directly to EXILE and the Guild ships head there with the Dusis and Anatore fleets following at a close but safe distance.

At their second pit stop, Claus, Al and Alistia encounter Costavi and Tatiana. They will now fly in a third vanship, namely Tatiana's red one. Enroute to their final destination, however, they are attacked by the Guild stars. Unable to shoot them down with their limited bullets, Tatiana releases their spare fuel tank and Claus shoots it, causing a large explosion which destroys one ship. The second ship is destroyed by the Casino Royale's weaponry with Walker on the trigger.

Lavi is thrilled to see both Claus and Al alive, and Claus discovers that they will fly up to the Sylvana  in the Grand Stream using  their own vanship, which has been refitted for the job. Heading up into the swirling storm, they begin their journey, only to discover they have company. It is Dio in a white vanship.

It is the final battle and Delphine is far from afraid of the incoming forces. She still has Alex and she still has EXILE, although the ship is attacking both the Alliance fleet and the Guild fleet as well.

Claus, Lavi and Al are shot at by Dio, who is unable to maintain a grip on reality, relieving past events, such as the race in the Horizon Caves. Dio thinks it a game, and repeats the scene, once again telling Luciora to get off of the vanship, even though in reality he is not there. Although Dio bypasses Claus and thus "wins" reality hits him hard and both he and the vanship are swept up in the Grand Stream.

Because Claus hasn't arrived, Sophia launch make a final  attack against Delphine. Vincent uses the Urbanus to lead the way while the other ships act as a barrier against the tentacles of EXILE. The Urbanus is severely damaged and Sophia used the Silverna to launch missiles at it so that it will not impede her ship's progress. Vincent manages to get all his men out before his ship is hit.

On board the Guild ship, Delphine is gloating before Alex , but somehow he is able to free one of his hands and he grabs her neck, squeezing the life out of her body. Eventually, he snaps her neck. He murmurs Yuris' name, and onboard the Silverna, just as Sophia gives the order to fire upon the Guild ship, Winna shouts that the commander is still alive. However, it is too late.

Claus brings Lavi and Al through the Grand Stream and Al is brought to EXILE. As Claus reads each of the Mysteriums from the message tbe he'd received , Alvis responds with a phrase of her own and each one activates something in EXILE. Eventually, they gain control over the newly emerged ship which has been hiding inside. The Grand Stream is removed and it is obvious that Prestale is actually an artificial space station of some kind, since they can now look up into the sky and see Anatore from the lands of Dusis. Prestale is essentially an hourglass.

Sophia visits Alex's grave and reminds him that she will always be his first officer. The mechanics congregate around Al's picture of a wheat field and Ethan teases Godwyn for his tears. Claus and Lavi found their father's vanship inside of EXILE with their bodies still in their seats. EXILE is then used to travel to the  blue planet where Claus, Lavi, Alvis, Tatiana, Alistia, Holy and Donya have decided to come. Over their fathers' new grave on the new world, Claus and Lavi symbolically  deliver the peace message their fathers' would have brought to Donya.

In the end, we find Tatiana and Alistia teaching young children how to fly in a vanship. Alvis, with a young girl on her skirts, is calling everyone in for lunch. Claus and Lavi are flying in their vanship when they spot a head hiding in the wheatfield. As they buzz overhead, you can see the child is actually