ZAFT forces continue the destruction of Tassil. A handful of men try to resist, but they have nothing that can damage the [=BuCUEs=]. Waltfeld orders them to destroy the ammo and supplies stored in the caves outside of town; the pilots warn the civilians to move away before doing so. In the Desert Dawn camp, resistance fighters hurry to mount a counterattack, worrying about their friends in family in Tassil. Sahib orders half the men to stay and guard the camp in case there's a secondary ZAFT force. Murrue discusses with Mu what they should do, and decides to send Mu in the Skygrasper, plus a jeep with a doctor and others who can help. Sahib heads out with his men, and Ahmed picks up Cagalli (toting a rocket launcher!) in a jeep of their own, joined as they leave by the man that's been watching over Cagalli (carrying even ''more'' weapons). Murrue orders the ''Archangel'' crew back to the ship in order to take up defensive positions, breaking up the conversation between Kira, Flay, and Sai. The Skygrasper launches, and Murrue sends Natarle in with several jeeps.
Outside Tassil, Waltfeld asks [=DaCosta=] if there has been any casualties on either side; [=DaCosta=] says that there were obviously none on ZAFT's, though a few civilians probably received minor wounds during the evacuation. Waltfeld decides that it's time to go, then, before the rebels return. When [=DaCosta=] says that he thought drawing the rebels out to attack them was the whole point, Waltfeld says that they aren't doing that because it wouldn't be fair. The Skygrasper and Desert Dawn arrive in Tassil, finding the town completely destroyed but the people unharmed. Sahib begins organizing the survivors (including his own family), and is informed that no one was killed in the attack because of Waltfeld's warning, but all of their supplies were burned. Sahib gets angry, but Mu tells him that they got off relatively lightly, which calms Sahib down but gets ''Cagalli'' angry instead. Mu tries to backpedal, but Cagalli just stalks away, leaving him in the middle of a ''very'' unhappy crowd. (Even Natarle looks annoyed!)
Several of the rebels pull Sahib aside, telling him that since ZAFT can't be too far away and they must be low on ammo from the attack, now would be the perfect time to attack. Sahib tells them to take care of the injured and tend to their families, but they ignore him and head out to attack anyway. Sahib reluctantly goes with them, saying he can't let them attack alone. Cagalli tries to go with him, but he pushes her out of his jeep and tells her to stay behind. She gets a ride with Ahmed instead. Sahib tries to convince them to go back, but they refuse to listen; he gives a pointed look to Cagalli's minder instead, who nods in understanding. Natarle says that they'll be wiped out, and Mu agrees with her, asking what they should do about it, but Natarle says she has no clue.
Mu communicates with Murrue, explaining that they couldn't stop the rebels from leaving, and that many people in Tassil are injured and they all need food and especially water. Natarle tries to comfort a crying child with a bandaged arm, giving him her hat and a candy bar, but finds herself surrounded by children without enough for all of them. Murrue decides to send Kira to help the rebels and send supplies to Tassil. Kira launches in the Aile Strike.
The ZAFT forces are still returning to base, and [=DaCosta=] complains that at their slow pace, the rebels will be able to catch up. Waltfeld replies that if they do, then it must be fate, saying that many people say they're willing to die for a cause, but few people actually mean it. A [=BuCUE=] picks up the Desert Dawn trucks approaching, and Waltfeld says that maybe the rebels really ''are'' willing to die for their cause. Several of the rebels attack Waltfeld's jeep, but a [=BuCUE=] blocks their shots. Cagalli and her minder manage to disable a [=BuCUE=], but another destroys several rebel trucks by simply running over them. Cagalli attacks another [=BuCUE=] from below, but it swipes at them with one of its feet; her minder manages to grab her and jump to safety, but Ahmed is thrown from the truck as the [=BuCUE=] destroys it. Sahid attacks the [=BuCUE=] to distract it from finishing them off, but it turns its attention on him instead.
Just before it can attack, the Strike arrives. His first few shots miss, and Kira realizes that the heat distorting the air is causing him to be inaccurate. He corrects for it in the Strike's OS, and his next shot damages the [=BuCUE=]. Waltfeld watches his performance, impressed that he managed the adjustment so quickly. Kira fights the remaining [=BuCUEs=] while Cagalli tries to help Ahmed. He tries to tell her something, but dies before he can finish. The disabled [=BuCUE=] manages to get moving again, but Waltfeld orders its pilot to let him take the controls, explaining to [=DaCosta=] that some things you can only learn about someone by fighting them. He orders the two other [=BuCUEs=] into formation with him and attacks the Strike, overwhelming Kira. Planning to pound the Strike until its phase shift runs out, he demands to know how Kira is going to get out of the jam he's in. Kira goes seed mode, performing a HighSpeedMissileDodge and taking the offensive. He charges directly toward the oncoming [=BuCUEs=], dropping his shield at the last second and letting one of the [=BuCUEs=] crash into it. Waltfeld orders his men to attack it separately to keep the Strike off balance; Kira counters by using his thrusters to kick up a [[SmokeShield sand cloud]], hiding him from the enemy for a moment, then destroying an attacking [=BuCUE=] with his beam rifle as the dust clears. Waltfeld, angry at losing men, charges Kira, but Kira uses his beam saber to lop off one of his limbs. Waltfeld calls a retreat before pushing his luck any farther, remarking that it's been a long time since he's had that much fun with an opponent.
Kira lands the Strike, leaving the cockpit to approach the rebels. He berates them for throwing their lives away in a pointless battle, but Cagalli cuts him off, telling him to look at Ahmed's corpse, yelling that the rebels are fighting desperately to fight the people that are important to them. Kira slaps her, demanding to know what they can protect with only their righteous feelings.
!!Tropes used in this episode:
* AttackPatternAlpha: Waltfeld tells his men to "assume formation delta" when he enters the battle in a [=BuCUE=].
* AwesomenessByAnalysis: Seems to be the key to Waltfeld's success; during his attack on the Strike, he mentions that he's calculated that it takes exactly 76 missile hits to drain enough power to take down the Strike's phase shift.
* BigNo: Cagalli has one when Ahmed dies in her arms.
* DyingLikeAnimals: The Desert Dawn fighters, suicidally attacking ZAFT.
* ShieldBash: Kira improvises a modified version by dropping his shield and letting his target run into it.
* SingleStrokeBattle: The last clash between Kira and Waltfeld ends this way.
* WarriorTherapist: Why Waltfeld decides to fight the Strike personally -- to learn more about its pilot.
* WouldHitAGirl: Kira slaps Cagalli mid-indignant speech.