The episode begins with a recap of the previous episode - with Kira being offered the Freedom Gundam by Lacus, her words of wisdom, the escape from the PLANT and journey to Earth.\\
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At JOSH-A, Operation Spitbreak is continuing as normal. As ZAFT's superior Mobile Suits wipe out the various aircraft and cannons, it seems that no one is at the Command Center. Even the ''Archangel'' is having a hard time as one of the missiles from a GINN blasts open one of the flight decks. The ground fight is equally hopeless as the Duel Gundam enters the fray. However, Yzak is annoyed at the lack of real opponents.\\
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Inside JOSH-A, Mu La Flaga races down its streets, the images of the Cyclops System still in his head, realizing this was probably a trap from the start. Outside, the situation is getting worse as Murrue commands the ''Archangel'' to fill in the gap the just-sunk ''Oleg'' took. Sai is worried: is ''all'' of the Earth Alliance's forces at Panama? Mirialla even questions if they're coming back. From just outside his DINN, Rau Le Creuset realizes the Earth Alliance is sacrificing the Eurasian forces and the ''Archangel''. With the unconscious Flay in tow, Rau leaves the battlefield, hoping the ''Archangel'' will make it through.\\
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Back within JOSH-A, ZAFT forces breaks in as Mu fails to get answers. As a panicked crewman runs for his life after he's told to get survivors away from the base, Mu takes control of a nearby aircraft, destroying a GINN as he escapes. In the waters near the base, a group of Earth Alliance admirals learn that ZAFT has broken through their fourth gate. The messenger reveals he'd like to lure in 80 percent of their forces. Elsewhere, Natarle learns of a rumor that EA big wigs plan to destroy Alaska Base, horrifying her.\\
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On the ''Archangel'', the ship continues to take heavy damage and, to Murrue's horror, there's no answer from command except for a canned response to keep fighting. Mu catches sight of the ''Archangel'', but is forced to make a crash landing on the ship after a CGUE damages it. Leaving the plan, Mu heads for the bridge and tells Murrue that they need to leave. To her horror, Mu explains that there's a Cyclops System in the base, primed to destroy everything within 10 kilometers and they've been used as bait. Mirialla is shaken by this -- just because they were soldiers in a war, they have to listen to what command has to say and die? Realizing there's no other choice, Murrue decides that they've played their part and is now opting to abandon the battlefield, requesting other ships to follow them. Mu tells Murrue that he's going back out there and not to worry about him.\\
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At a gathering of ZAFT submarines, Rau returns and boards a sub. As he steps out, he spots Yzak while the Duel is refueling. He proudly reveals he broke through two gates and wants to break through the main gate. Rau ponders this, then charges him with aiding in that mission. Rau turns and spots Flay awake, who panics hides back in the DINN's cockpit. At JOSH-A, ZAFT finally breaks through the main gate and pour into the base. As Mu attacks with the Launcher Skygrasper, the ''Archangel'' is forced to evade, only to get the Duel on their tail. Mu tries to drive him off, but Yzak takes out the Launcher Striker Pack, destroying it.\\
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As Kira and the Freedom descend to Earth, the ''Archangel''[='s=] situation gets worse. One GINN gets close to the bridge and aims its rifle at them. As the bridge crew reacts in fear in horror, their ensuing death comes to a halt as a green beam pierces the GINN's rifle. From the sky is the Freedom, drawing its beam saber and beheading the GINN in one smooth stroke. As Yzak and Mu watch in shock, Kira speaks to the bridge crew, telling them to leave. As more [=GINNs=] attack, Kira shows his new resolve, activating his SEED Mode and unleashing the power of the Hi-MAT Attack, expertly disarming and disabling the nearby attacking [=GINNs=].\\
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Kira requests again that the ''Archangel'' leave, but Murrue finds her voice and warns Kira of the Cyclops System and that they can't escape with them trapped. Using the Hi-MAT Attack again, Kira warns both sides of the Cyclops System and that Alaska Base will self-destruct and they need to escape. Yzak isn't buying it and attacks the Freedom. Kira holds himself back from going all out on the Duel, reminded of the death of the little girl on the escaping shuttle. Instead, Kira severs the Duel's legs and kicks it away, leaving it to be rescued by one of the [=GINNs=] while shouting at Yzak to flee.\\
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Way out of range, two Earth Alliance admirals decide its time to activate the Cyclops System. "For the preservation of their blue and pure world", they activate the Cyclops System. Inside JOSH-A, the system tears through everything - Mobile Suits are destroyed as humans -- Natural and Coordinator both -- pop like blood-filled balloons and the base collapses. As both forces escape, Kira rescues the GINN he beheaded when its sublifter explodes. In the ZAFT sub, the captain can only look in horror at everything as Rau muses sadly that they had been outwitted by the Naturals... then smirks.\\
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Far away from the devastation, as the crew of the ''Archangel'' recover, Kira tries to tend to the GINN pilot he rescued. He asks why he was saved and Kira tells him that because he wanted to. The pilot sadly smiles and, with his dying breath, suggested that Kira could have saved some time by letting him die. Kira takes this badly and punches the ground in anger. In the PLANT, Athrun arrives to see everything in a panic. He encounters Ray Yuuki, who tells him that Operation Spitbreak was a failure with the initial report claiming total destruction. Even more, Ray tells him that a top-secret mobile suit was stolen, arraigned by Lacus Clyne, news that Athrun can't accept as true...

!!Tropes Used in this Episode:
* AwfulTruth: Mu La Flaga drops one on the Archangel crew -- they, along with all remaining Alliance forces stationed at Alaska, have been abandoned to die.
* BeamSpam: The Freedom Gundam's Hi-MAT attack, which fires off all its beam cannons at once.
* BigDamnHeroes: Kira comes in like a boss with the Freedom to save the ''Archangel'' from a GINN attack.
* CaptainCrash: Mu is forced to crash his aircraft in the ''Archangel''[='s=] hangar due to damage.
* CruelAndUnusualDeath: Anyone caught in the range of the Cyclops system's activation does ''not'' die quickly, or cleanly.
* CycleOfRevenge: Subtly invoked. Kira shows his unwavering resolve at averting this. He had the Duel dead to rights, cause and ability to kill, consciously remembering that Duel mercilessly killed a civilian escape shuttle, but he STILL chooses to be the better man, maiming Yzak's mech and urging him to escape. Yzak is understandably flabbergasted, and Kira's point seems to have come across.
* ExactWords: Murrue uses this trope to get the ''Archangel'' out of JOSH-A once she learns of the Cyclops System. Also doubles as ScrewTheRulesImDoingWhatsRight.
-->'''Murrue:''' If the objective of this battle is to lure ZAFT forces closer, then, in my opinion, this ship has already completed its mission!
* FalseFlagOperation: The Earth Alliance turned Operation Spitbreak into this.
* MeaningfulName: The Cyclops system likely takes its name after the monstrous smiths from Greek myth. This is cued in by Mu's line that the facilities in the blast radius will simply turn into a smelting furnace.
* PopGoesTheHuman: One poor ZAFT pilot visibly swells up and explodes as the Cyclops system fires.
* TechnicalPacifist: Kira gets to show his credentials as a very efficient example here, and HARD. See CycleOfRevenge too, he is keenly aware that more killing is not going to fix the problem. This does not mean he is going to take abuse lying down, and he WILL incapacitate your mech if you don't heed his warnings.
* WhamEpisode: This episode turned the entire premise of the series on its head as we now see the Earth Alliance drawing brutal parallels to the infamous military group the Titans of ''Anime/MobileSuitZetaGundam''.
* WhamLine: When Earth Alliance generals utter the "blue and pure world" catch-line as they proceed to blow up the base, this is where it sinks in that the top brass is beyond salvation.
* YouHaveOutlivedYourUsefulness: The Archangel crew, as far as the Alliance top brass are concerned, are only useful as bait, now.