Lockon injuries have resulted in him losing an eye. Doctor Moreno wants to put him in a healing capsule for a week so he can fully recover, but Lockon refuses as Celestial Being can't afford to be down a pilot with the GN-Xs out there. Tieria blames himself for Lockon's injuries.
The U.N. announces Operation Fallen Angels, whose objective is the elimination of the Gundams. Graham has Billy install a pseudo-GN drive in his Flag, although this upgrade means that it will be awhile before he can join in the operation. Sergei, Soma, and the rest of the HRL GN-Xs sortie to finish off the Trinities. Lockon speaks with Tieria, who feels useless know that he's been cut off from Veda. Lockon reassures Tieria that he doesn't need to have Veda to be a valued member of the team.
Johann contacts Wang to ask her for help getting them to space, but she tells them that the U.N. forces are already on their way to eliminate them. The Trinities quickly board their Gundams, but they are no match for Sergei's squad. The Trinities are forced to retreat. At Veda, Alejandro tells Ribbons that he's going to have the Trinities entertain them one last time before their usefulness comes to an end.
The Ptolemios crew watch footage of the battle between the GN-Xs and the Thrones. Setsuna wants to save the Trinities. Lasse decides to go with him, since the GN Arms will allow Setsuna to return to space without having to use an orbital elevator.
The Trinities manage to reach a deserted isle. As they ponder their next move, Ali arrives in his Enact and signals that he doesn't intend to fight. Ali gets out of his Enact, reveals that he killed Laguna, and shoots Michael dead. He tells Johann and Nena to get into their Gundams, as he wants to have a good fight.
Johann and Nena board their Thrones, but are surprised when Ali steals Michael's Throne Zwei instead of using his Enact. Ali reveals that the Trinities were destined to be killed after outliving their usefulness. Ali kills Johann and prepares to do the same to Nena, but Setsuna shows up and stops him. Setsuna is outraged that someone as evil as Ali is able to pilot a Gundam. Nena retreats while Setsuna is busy fighting Ali.
Ribbons finishes hacking into Veda and unlocks its final secret: the Aeolia Schenberg, who had himself placed into cold sleep in the hopes that he could be revived after his plan succeeded. Alejandro kills Aeolia, but his Evil Gloating is cut short when another of Aeolia's prerecorded messages starts to play. Aeolia predicted that someone with ill intent might kill him and derail his plan, so he has entrusted a special weapon to the Gundam Meisters.
Exia starts to glow red. A message from Aeolia plays in Setsuna's cockpit. Aeolia explains that he has just unlocked, Trans-Am, the full potential of the Meisters' GN Drives, in the hopes that the Gundam Meisters share his ideals and will restore his plan. Setsuna uses Trans-Am to wipe the floor with Ali, forcing him to retreat.
Tropes used in this episode:
- Alas, Poor Villain: Johann dies after learning that he was created just to be betrayed and killed.
- Crazy-Prepared: Aeolia was fully prepared for the prospect of someone finding his secret base centuries after he went to sleep and murdering him.
- Dropped a Bridge on Him: Michael is killed off with little fanfare.
- 11th-Hour Superpower: Trans-Am is introduced less than four episodes before the season ends.
- Even Evil Has Loved Ones: Nena may be homicidal, but she loved her brothers and their deaths devastate her.
- Eye Patch Of Power: Lockon dons one following his injury in the previous episode.
- Human Popsicle: Aeolia kept himself alive through cold sleep in the hopes that he could be revived after his plan suceeded.
- Nice Job Fixing It, Villain: By killing Aeolia, Alejandro gives the Gundam Meisters the edge they need against the GN-Xs.
- Save the Villain: Setsuna goes to Earth to save the Trinities from the GN-Xs.
- Super Mode: Trans-Am vastly increases Exia's power.
- You Are Better Than You Think You Are: Lockon gives this speech to Tieria.
- You Have Outlived Your Usefulness: Alejandro has Ali pull this on the Trinities. The rest of Celestial Being is starting to become concerned that Aeolia intended for them to die once the power blocs united.
