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Corrupted Objects

Spira

Voiced by: KR: Kang Saebom JP: Kanae Itō
Type: Counter/C.O.
Role: Striker
Rarity: SSR
Team: Demon-type C.O.

"This place smells... like home... Can I... stay here?"

A Demon-type C.O. who shows a strong desire to return to reality.

She is a minor antagonist in Episode 1.

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• The Berserker: Very much runs into battle with little mental mindset. At certain HP intervals, she jumps deeper into enemy backlines.
• Body Horror: Her body is overflowing with corruption that her right arm has been turned into an Absurdly Sharp Blade and her left arm has claws. It's also implied that they cause her excruciating pain. "Bottom of the Shade" reveals that none of her current limbs are hers and are pieces of mercenaries that Ministra "reassembled" to her.
• I Just Want to Be Free: She really wants to go home.
• I Just Want to Be Normal: She really wants to revert back to Dash.
• Promoted to Playable: She made her playable debut as a Counter Pass unit alongside "Bottom of the Shade".
• Reluctant Monster: Her playable version is surprisingly tame for a C.O., even expressing the desire to not hurt anyone.
  (completing a Branch mission) "So there's something else I could do... instead of just tearing things apart..."
• Screaming Warrior: Often lets out screams of rage and agony when attacking.
• Starter Villain: She's the first Shadow that Mina encounters and defeats, especially with Wolvesbane.
• Voice of the Legion: She has a reverb in her screams and a couple of voice lines.
• Was Once Human: She was once a Counter that was corrupted by the Counterside. The ending of "Bottom of the Shade" reveals that she is the remaining parts of Dash after Rita (now Ministra) "reassembled" her.
• When She Smiles: Getting a Great Success in a salary negotiation with her causes the usually-frowning or scowling Spira to give a small smile, evidently doing her best to seem happy while apologizing that she forgot how to celebrate.
• Woobie, Destroyer of Worlds: Her status as a Shadow really isn't her fault at all, and she isn't even entirely malicious - she just very much wants to return home and, unfortunately, is dangerously unstable and violent as a result of her corruption.

Ministra

Voiced by: KR: Bi Jueon JP: Ami Koshimizu
Type: Counter/C.O.
Role: Ranger
Rarity: ASSR
Team: Demon-type C.O.

"You already know what awaits me in the end...but you still want me? I guess I'll humor you for the time being."

A Demon-type C.O. who reassembles her dead enemies into objects that spread fear and hopelessness.

She is a major antagonist in Episode 1, and she makes an appearance in "Bottom of the Shade".

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• Fan Disservice: Her exposed chest has a hole with an ominous red cube floating inside it.
• Lightning Bruiser: She has very high attack modifiers, a lower than average Deployment Cost for an Awakened unit, and the ability to summon a Mutated Spira which is even stronger than regular Spira. Her offensive prowess was so overwhelming that for some time, it was not uncommon for players to reach the top of real-time PVP with an auto team.
• Navel-Deep Neckline: Her neckline goes all the way down her chest to her navel.
• Promoted to Playable: Her Awakened form made its playable debut alongside "Bottom of the Shade".
• Starter Villain: She turns out to be the first Demon Lord Apostle that Coffin Company defeats.
• Terms of Endangerment: While cornering the ALT Squad, she calls them "darling". In her Lifetime Contract, she also starts calling the CEO as such.
• This Is Unforgivable!: She does not take Spira's defeat lightly. It's because Spira was what little of Dash remained.
• Was Once Human: She was once a Counter that was corrupted by the Counterside. "Bottom of the Shade" reveals that she used to be Rita Arsenico before she accepted Thagirion's power.
• We Can Rebuild Him: She herself states that she rebuilt Spira specifically, which she demonstrates in gameplay as an enemy. She can also summon a mutated Spira as a unit when she's goes below half-health.

Hollow God Khamimael (Episode 8 Spoilers)

A Category 6 C.O. whose very presence warps the area around it into Imaginary Space.

It is a major antagonist in Episode 8.

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• Giant Space Flea from Nowhere: It's summoned from the Qlipha Dimension to the Counterside via Carlota using the Nova-class Reactor and Mina's Qliphoth Factor on the Lighthouse.
• The Juggernaut: Being an extremely powerful Corrupted Object, the task force following Delta Seven has nothing that can faze it, save for Maria with her Garguantia gear and even then all she can do is slow it down. It takes the intervention of Stormbringer Jake (the most powerful Counter known to the Administration wearing armor that enhances his abilities further) and Mina (who carries a god-slaying weapon) to put it down for good.
• My Death Is Just the Beginning: Mina slaying Khamimael proves to be the final requirement for Ray to request the beginning of a Qliphoth Game.

Six Wings

Na Yubin (Six Wings) (Unmarked Spoilers)

Na Yubin

Voiced by: KR: Choi Seunghoon / Park Ji-yoon (Antagonist skin) JP: Kōki Uchiyama / Sachika Misawa (Antagonist skin)
Type: Counter
Role: Defender
Rarity: ASSR

"Long time, no see, Administrator. Please don't tell Sooyeon that I've joined you."

Former member of the Old Administration's Fenrir Division, and a former apprentice of Hilde's. After Hilde seemingly abandoned him in the Qliphoth Game twenty years ago, Na Yubin created his own faction, the Six Wings, in order to save the world.

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• Affably Evil: Behind his polite and friendly demeanor is someone who's willing to restart the Qliphoth Game and assist the Replacers, although according to Hilde he was actually messing with them. However, he does genuinely believe he's doing the right thing for the world, and is nothing but honest toward the Administrator when acquired as a unit.
• Armor-Piercing Response: In Episode 7, he's surprised that Hilde emphasizes not hurting Shiyoon by damaging the Dragonoid, as he's more or less believed that Hilde would always choose saving the world over saving one person.
• Broken Pedestal: Despite his Affably Evil nature, he constantly reminds Hilde of the moment she abandoned him and Lee Sooyeon.
• The Chosen One: In "End of the Maze", Frederick Doma and Rosaria le Friede call him "the Antagonist, the adversary of this world", which gives context to the Antagonist Gear equipment.
• Clark Kenting: His civilian guise is as a customer service representative at a city hall.
• Dark Messiah: His method of trying to save the world involves letting a good chunk of it get destroyed and letting the rest sort things out, but he does believe it will work out in the end. His six fiery wings also give him an angelic motif by evoking the image of the Seraphim.
• Difficult, but Awesome: He's a very strong Defender who's capable of holding the frontline, but none of his skills are designed to support his longevity on the field. The nature of his enhanced attack will also frequently push him deeper into the enemy's backline and away from your healers, meaning he's relying primarily on his Evasion to avoid damage. As a result, many players strongly advise giving him very specific high-end gear to keep him sturdy.
• Distaff Counterpart: His "I can't believe it's the Antagonist" skin is a female version of him from another world, a similar case to Karin Wong and Joo Shiyoung.
• Due to the Dead: At the end of Episode 3, he swears to the now-deceased Replacer Bishop/Shin Narae that he'll never forget her for contributing to his plan.
• Enemy Mine: He teams up with Hilde and Sooyeon in Episode 7 to rescue Shiyoon from Arcadena due to Clareth breaking the agreement they had.
• Evil Counterpart: He has a fair number of simliarities to Joo Shiyoon. Both are apprentices to Hilde (former, in Yubin's case) and share similar features (both being Pretty Boys with a tall physique, dark hair, and blue eyes) and personalities. However, while Yubin decided to take things into his own hands after Hilde's disappearance during the Administration Failure, Shiyoon remains devoted to Hilde and, by extension, Coffin Company and the Administration. Their Awakened forms also have contrasting kits that both run contrary to their assigned roles: Shiyoon is a defensive Striker that can parry enemy attacks and skills, while Yubin is an aggressive Defender that shreds enemy Towers and barriers.
• Good Old Fisticuffs: He still carries an Administration Pulse Blaster (how he manages to conceal it on his person is not addressed), but he primarily fights using his bare hands.
• Older Than He Looks: He seems to have barely aged in the twenty years after the Administration Failure.
• Power of the Void: He attacks by "vibrating the void".
• A Pupil of Mine Until He Turned to Evil: Once Hilde's apprentice, he became one of the main villains of the setting in her absence.
• The Starscream: As a unit, he's very clear about his intentions to eventually turn against the Administrator due to their differing ideals, even though he is willing to work together for the time being. Fortunately, you never have to worry about this actually happening in-game.
• Suspiciously Specific Denial: He tells Hilde that he really doesn't hold a grudge over her abandoning him and Sooyeon during the Administration Failure, but the way he keeps mentioning it during Episode 7 as well as his annoyance with how Hilde refuses to abandon Shiyoon implies otherwise.
• Villain with Good Publicity: Many people at his representative job appreciate him and find him very responsible and respectable.
• Well-Intentioned Extremist: He genuinely wants to save the world, but he's far more willing to use questionable and dangerous materials like the Qliphoth Factors and gave the Replacer Syndicate the means of making Replica Factors. He believes that the best way for the world to save itself is to "let it get bruised, just a bit".

Lee Jisoo

Voiced by: KR: Lee Myunghee JP:
Type: Counter
Role: Supporter
Rarity: ASSR

"I guess there's no need to hide this. I've joined your company to keep an eye on you."

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• Balance Buff: Her Passive's healing debuff was raised from 75% to 90%, her Special changes her Attack debuff to an Increased DMG Taken debuff, and her Ultimate now gives her a barrier equal to 15% of her max HP.
• Bodyguard Babes: She's supposed to protect and keep an eye on Na Yubin.
• Curse: Her specialty.
• Cute Clumsy Girl: It's supposedly part of her city worker guise to throw off suspicion, but she tends to be a bit of a klutz even when she's not trying. The loading screen comics roll with this, making her The Ditz.
• Eyepatch of Power: Has one over her right eye. She implies that it has properties of a Godzilla Threshold, and it is not a fashion statement at all.
• Jerkass to One: While she's definitely not the most friendly, she makes it apparent that she's hostile to her squadmate, Amy Firstwing.
• Master Swordswoman: In Episode 3, she fends off Hilde and Shiyoon while Yubin is alone with Mina, and is disappointed that Hilde seems weaker than she expected.
• Square Race, Round Class: A high-HP Supporter who fights on the front lines and inflicts a debuff to enemy healing.

Firstwing (Episode 2 spoilers)

Amy Firstwing

Voiced by: KR: Yoon Ayoung JP: Aoi Yūki
Type: Counter
Role: Sniper
Rarity: ASSR

"Hello, I'm Amy Strickland. Nice to meet you. I was told trouble was needed here. I may be more than you can handle."

The true identity of Amy Strickland.

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• Affably Evil: Asks nicely to forget your friendship with her and keep the relationship strictly professional when fighting her.
• Bitch in Sheep's Clothing: As a member of the Freedom Riders, she puts on the appearance of a bubbly, friendly girl who loves to help others. She's actually a member of the near-genocidal Six Wings organization and one of Na Yubin's top lieutenants (though still more friendly than usual versions of the trope).
• Blood Knight: One of the most bloodthirsty fighters, she says it was difficult to feign death against the Replacer Knight and not just destroy her.
• The Hedonist: Her dialogue indicates she really is as fun-loving as her Freedom Rider persona; it's just that her idea of "fun" involves starting fights and causing mayhem.
  "I don't like the word 'moderation'. You can't enjoy everything that life has to offer just by being moderate, don't you agree?"
• Hell-Bent for Leather: Her black leather jacket makes her look more punk-ish compared to the pink jacket she wore as a Freedom Rider.
• Killer Yoyo: Still wields one as her primary weapon, and is much more lethal with it than in her Freedom Rider guise.
• Mechanically Unusual Fighter:
  • Despite being classified as a Sniper, Amy is essentially a melee attacker; her "sniping" ability comes from her abilities, which allow her to reel in and execute enemies from a distance.
  • She functions as something of a Critical Hit Class despite having zero innate Crit, and therefore is unable to score crits normally. Instead, her Passive causes her basic attacks to always crit, barring a short cooldown after using her Special.
• Morality Chain: Downplayed. Despite her short time masquerading as a Freedom Rider, she still asks how Aki and Minseo are and says they are good kids.
• Nerf: Had one almost immediately when her Confusion effect on her Special (which causes affected enemies to turn around and attack their allies) proved too oppressive in the Gauntlet, with it being changed to instant death.
• Punch-Clock Villain: A comic posted shows that she frequently helps people in jams or in need of small help. Doesn't change the fact that's she's actively a part of a group trying to start the Qliphoth Game.
• Rebellious Spirit: She very much fits the "rebellious teen" archetype (though her actual age is unknown), as she loves causing trouble and fighting things, for no reason other than because she enjoys it. Her tap animation even has her flipping off the player, though the gesture is blurred out.
• Sensible Heroes, Skimpy Villains: Her Freedom Rider outfit is among the more modest in the game (though closer inspection suggests she just threw on a pink jacket over her Firstwing outfit), but as Firstwing her outfit bares way more skin than it covers. Amusingly, she seems to find her usual outfit more fashionable than her disguise.

The Replacer Syndicate

As a group

A hidden society that plans to Take Over the World and lead humanity into the new world.

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• Alas, Poor Villain: All the former Replacers in "For the Uncrying" end up executed by Wilbur's Strike Squad when their prepared defenses fail to stop Horizon.
• Arc Villain: They serve as the antagonists for the story arc spanning Episodes 2 through 5.
• Body Horror: The generic Hybrider grunts have half their body ripped out due to their half-C.O. forms.
• Chess Motifs: The high-ranking members are named and themed after chess pieces, reflecting their relative roles. Replacer Knight is a Blood Knight and frontline leader. Replacer Bishop is a schemer who lays a trap for Yoo Mina. Replacer Queen is their strongest fighter, going out in the open. Replacer King is the leader who stays behind on the ship. Replacer Rook is kept as backup should their main force fail. And Replacer Pawn is a Hate Sink villain who was Reforged into a Minion and cloned as needed.
• Promoted to Playable: The high-ranking Replacers were originally just non-playable antagonists (and Replacer Pawn remains so), but they eventually made their playable debuts with their own banners, with Replacer Queen as an Awakened Unit and Replacer King as a Counter Pass unit.
• Meaningful Name: Their evil plan is titled Operation Terraside, which can be phonetically read as “Terracide”-and their plan is to essentially turn Earth into the hellish Counterside from other dimensions.
• So What Do We Do Now?: In "For the Uncrying", some Replacers appear as Jehuty Biotech employees, explaining that with the Syndicate dismantled at the end of Episode 5, they still need to find jobs and make money somehow.
• We Have Reserves: Through Replacer Queen's connection with System Terraside, any high-ranking soldier in the Replacer Syndicate can be regenerated. The major flaw is that too much regeneration at once causes memory loss and neurological deficiency.
• Well-Intentioned Extremist: Their plan is to save humanity through the use of Replacer factors so that they can live in the Counterside. That said, some of them are irredeemably evil, and their plan involves exterminating the vast majority of living humans.

Replacer Pawn

Jacob Finley

A former member of the US government, after a failed operation he is transformed into Replacer Pawn.

He is the main antagonist of Orca's Side Story, a major antagonist in John Mason's Side Story and Episode 2, and a minor ally in Delta Seven's Side Story.

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• Body Horror: As Replacer Pawn, he's just Jacob's upper half merged with a large slug-like C.O. with sickle-like arms.
• Death Is Cheap: As the weakest high-ranking Replacer, he's also the most convenient to regenerate.
• Dirty Coward: Runs away at any sign of fighting and tries to deceive Eddie's team in order to ambush them.
• A Fate Worse Than Death: During Episode 5, he has a moment of clarity and asks the Counters in front of him to kill him so that he doesn't have to keep being regenerated.
• Guest-Star Party Member: In "The Inheritor".
• Hero Killer: His scheming led to Eddie Fisher's death.
• Noodle Incident: How exactly he got caught up with the Replacer Syndicate is never revealed, but there are hints: in Episode 2, Mark Finley mentions that the previous president of Finley Hired betrayed them and joined forces with the Syndicate; in "Bullets and Thorns", a U.S. soldier identifies him as "The Traitor"; the climax of Episode 5 implies that he had a strong bond with Replacer King; and in "New Inheritor" Mark intends to court-martial him for saving his own skin instead of helping Delta Seven with a rescue mission.

Replacer Knight

Voiced by: KR: Lee Saebyeok JP: Ayane Sakura
Type: Counter/Replacer
Role: Defender
Rarity: SSR

"Get those puny worms out of my sight. You wouldn't like if I squashed them, would you?"

A member of the Replacer Syndicate who is a brutish and violent girl.

She is the main antagonist of Episode 2.

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• Action Initiative: Can be deployed anywhere on the field.
• Always Accurate Attack: When deployed, she has Sure Fire for 8 seconds (which makes her attacks guaranteed to hit if her enemies don't also have Perfect Evasion). She also regains this buff on every 5th basic attack.
• The Berserker: The muscle of the group looking for fights.
• Blood Knight: Very violent and goes looking for fights if it's not against her orders.
• Consummate Professional: Regenerated Knight still has her original self's bloodthirst, but she's more focused on her orders.
• Cop Killer: Her debut scene is her showing Mark Finley the corpses of his fellow federal agents.
• Deflector Shields: Her Special gives her a barrier equal to 30% of her HP. At Skill Level 5, the barrier can be recast if her basic attacks score a kill while it's active.
• Hidden Depths: Despite her very heavy Blood Knight vibes, she unironically believes herself to be one of The Chosen People. It's unknown if she was aware of King's actual plan, but the climax of Episode 5 implies that his bond with her was genuine.
• Leitmotif: KNIGHT OF TERROR
• MacGuffin Delivery Service: Episode 5 reveals that Ian Mason hid one of the three encrypted fragments of his plan to sabotage the Replacer Syndicate inside Knight's VeriChip, and John's mission in Episode 2 was to grab that data from her (which he was able to complete when Coffin Company took her down).
  John Mason: My brother had eccentric inclinations. Perhaps he wanted to say we shouldn't even try to stop the entire organization if we weren't strong enough to defeat her.
• Mechanically Unusual Fighter: Unlike most Defenders, Replacer Knight's playable version has forward deployment and an aggressive kit, intended to be thrown into the enemy's rear and wreak havoc instead of staying up front to protect allies.
• No Name Given: The only one of the Replacers whose original name isn't known. However, Eujin's fourth Counter Case reveals that the Syndicate used to call her "AT-0195K" and gave her the title of "Chief" to exert authority over her fellow test subjects before she became Replacer Knight, implying that 'K' is either the first letter or the first syllable of her name (Eujin's is AT-0287Y, Seo Yoon's is AT-0147S, and Xiao Lin's is AT-0225X).
• Power Nullifier: Her Special removes 1 buff from enemies hit by it.
• Starter Villain: She's the first officer of the Replacer Syndicate to appear in the story, and the first real boss fight the player encounters.
• Stripperiffic: Lampshaded by Mina, who keeps referring to her as a stripper in their numerous encounters. Her regenerated clone incidentally wears a fair bit more.
• Support Party Member: At Skill Level 5, her Passive gives enemies -150 Evasion while she's deployed. Her Ultimate also makes enemies hit by it lose 20% Attack Speed (and 50% Crit at Skill Level 5) for 12 seconds.
• Underboobs: Her top exposes the underside of her breasts.

Replacer Bishop

Shin Narae

Voiced by: KR: Lee Jihyun JP: Suegara Rie
Type: Counter/Replacer
Role: Striker
Rarity: SSR

"I don't expect a warm welcome. I don't have to introduce myself either, do I?"

A member of the Replacer Syndicate whose real identity is Shin Narae, a former classmate and friend of Mina's.

She is the main antagonist of Episode 3.

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• Big Sister Bully: She made fun of her younger brother's crush on Mina.
• Clones Are People, Too: A big part of the story after Regenerated Bishop appears. Despite being a clone of the original and originally dismissed by Mina as a result, she and her relationship with Mina get re-developed in their own right.
• Death Seeker: Regenerated Bishop, a clone made after Replacer Bishop, explains to Mina that Narae actually wanted to die as she couldn't actively blame Mina for the explosion or the deaths of her brother and parents, and so that she didn't have to feel Mina's pain of seeing her.
• Fate Worse than Death: While her Replacer suit does keep her alive, it doesn't do much to keep her comfortable and she still has to endure the excruciating pain.
• Heroic Suicide: Moved by Mina's devotion to her, Regenerated Bishop ultimately elects to turn against Replacer King and shut down System Terraside by self-terminating, reasoning that she would've mutated into a C.O. and suffered a Death of Personality anyway had the Qliphoth Factor replication been completed.
• Leitmotif: WRONG COLOR BISHOP
• Locked into Strangeness: Her hair was originally brown before the accident turned it pink.
• Navel-Deep Neckline: She has a plunging neckline that shows a bit of the underside of her cleavage.
• Ninja: Her fighting style gives off this impression, with her "Shadow Art" Passive giving her Stealth buff on deploy, her swift attacks, and her Flash Step Ultimate.
• One-Hit Kill: Her Special can instantly defeat a non-Boss, non-Awakened enemy below 30% HP.
• Pretty Little Headshots: When shot by Xiao Lin, Bishop's body is seen with a trickle of blood running down her face, but with her head otherwise intact. In real life, the type of gun Lin uses would more likely remove a person's head entirely.
• Replacement Goldfish: Heavily discussed. Initially, Mina still sees her as Shin Narae despite everything that happened, and in spite of Bishop trying to kill her and much of her personality and memories remain in her regenerated clone. On the other hand, despite initially accepting the clone as no longer being her and the clone itself affirming that it is not the same as the original Shin Narae, Mina still tries to see parts of her old friend in Bishop and refuses to take her out.
• Sensual Spandex: Her suit, mixed with Wolverine Claws.
• Stealth Expert: Grants herself Stealth when deployed, giving her the ability to walk past enemies to directly attack the backline or the ship.
• This Is Unforgivable!: Hates Mina because she believes that Mina's the reason her brother died.
• Token Good Teammate: For the Replacers. While rather vicious and hateful toward Mina, after her death it's revealed that she seemingly had no plans to actually hurt Seo Yoon, and her clone is easily the most humanized out of all the Replacer higher-ups aside from perhaps King. In-universe, it's suggested that her clone's more sentimental nature results from being the only one of them whose original self actually held a strong bond with a still-living person - namely, Mina.
• Walking Spoiler: Little can be said about her without revealing an important part of Yoo Mina's backstory.
• Wetware CPU: She serves as the main processing unit of System Terraside.
• What the Hell, Hero?: She gives one to Mina under the assumption that Mina left her to die in the explosion that took out their school.
• Wolverine Claws: She fights with clawed hands.

Replacer Queen

Jaina Kropel

Voiced by: KR: Yang Junghwa JP: Yui Horie
Type: Counter/Replacer
Role: Sniper
Rarity: ASSR

"This just has to do with my vested interests. You'd better not expect loyalty from me."

The second-in-command of the Replacer Syndicate, and the acting leader. She's been so diligent about eliminating spies in her organization that not much information has been released to the outside.

She is a major antagonist in Episodes 4 and 5.

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• Abusive Parents: Is referred to as a mother to her test subjects like ALT Squad.
• Anti-Villain: Firmly a Type II, mostly doing it out of loyalty to King rather than a genuine belief in his cause.
• Cruel to Be Kind: Xiao Lin's last Counter Case reveals that Queen shot the birds she allowed Lin to raise despite the Syndicate's rule to kill all stray animals on sight, to keep the Syndicate from disposing of Lin.
• The Dragon: To Replacer King.
• Foreign Fanservice: Her "Fate" skin is a sensualized version of a traditional Korean dress.
• Healing Factor: Her Counter power. Exaggerated with her power connected to System Terraside, giving her the ability to regenerate any of the Replacers including herself. However, regenerating too fast causes Identity Loss, which results in her non-Awakened Sniper version.
• He Knows Too Much: She's ruthless in silencing spies and defectors to prevent information leaks. She orchestrated Ian Mason's "car accident", and muses to his implied lover Jane Doe that she would've reconsidered if that would've kept Jane from leaving the Syndicate.
• I Owe You My Life: She was saved by Dominic as a war orphan.
• Killed Offscreen: Unlike the other Replacer commanders, her fate isn't shown; she was likely either finished off by Shiyoon in single combat or caught in the New Ohio's destruction (though it's a moot point as she ultimately recovers, albeit without her memories).
• Leitmotif: LONG LIVE THE QUEEN
• Pragmatic Villainy: Her acts of kindness all seem to have been means towards the success of Project Terraside.
  • Seo Yoon's fourth Counter Case reveals that Queen rescued her from shady mercenaries and brought her into the Replacer Syndicate, but in Episode 5 Seo tells Mina that she lost her memories before she was experimented on.
  • When Seo fell ill before her last test, Queen also gave her advice about comradery and leadership and was implied to have given the ALT Squad another chance at the test... and their "reward" was being put into the Factor Extractor for 10 hours a day.
• Reluctant Fanservice Girl: "King's Memories" reveals that she received her Replacer outfit from Na Yubin, but not without complaint; both she and Dominic balked at the perverted design and wondered if Na Yubin intentionally made it that way.
  Na Yubin: I do admit its design is quite, err, unconventional. The maker of this piece (the CEO) has a taste which... ordinary people rarely understand.
• Ship Sinking: Her loyalty to Replacer King is apparently platonic, according to her banter with Jane Doe in Episode 4.
  Replacer Queen: I didn't take you for the sort of girl who'd risk her life for a man.
  Jane Doe: Hahaha... Well, that's because you've never met a real man yourself.
  Replacer Queen: (Beat) Haha, perhaps you're right.
• Undying Loyalty: To Replacer King.
• Villainous Breakdown: In Episode 5, Hilde's appearance in her Awakened form shakes Queen up, and what subsequently breaks her is Hilde's explanation that Pseudo-Qliphoth Factors wouldn't help humanity survive and instead would hasten the world's end.
• We Used to Be Friends: Implied. Despite her bio stating that she's ruthless with traitors, she actually offers Jane Doe a chance to surrender, even calling her "one of the good ones".
• The Worf Effect: In Episode 5, she overwhelms Mina's team with her powers and a number of Regenerated Knights, putting even Altergressive Seo Yoon on the ropes. Then Hilde comes down in her Awakened form and crushes Queen single-handedly, establishing just how powerful Hilde is at her full strength.

Replacer King (Unmarked Spoilers)

Dominic King Reginald

Voiced by: KR: Ahn Myomin JP: Tomokazu Sugita
Type: Counter/Replacer
Role: Defender
Rarity: ASSR, SSR (Operator)
Subtitle: Successor
Command Skill: Soldier On (Defender > Sniper > Striker)

"If I can preserve mankind, I'll give up everything I have, even myself."

"I can shake hands with my enemies to preserve mankind." (Operator)

The leader of the Replacer Syndicate. After a believed Heroic Sacrifice, Dominic King Reginald is revealed to have faked his death, and he leads the Replacers in carrying out Project Terraside with the help of Na Yubin.

He is the main antagonist of the story arc spanning Episodes 2 through 5. For tropes related to his previous identity as Dominic King Reginald, see Counter Side Defenders.

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• Alas, Poor Villain: He truly believes that Project Terraside would have saved humanity. After Mina defeats him within the quantum field, he laments letting Commander Antonov down and tells Mina to be ready for the battles ahead.
• Anti-Villain: Firmly a Type III, doing his best with the belief that Project Terraside is the best solution to the Counterside.
• Balance Buff: Removed the handicap of his Passive, and gave him extended range on his basic attack. This, plus his synergy with Blue Bridge MK.2, gave him the title of "King of PVP".
• Bald of Authority: The leader of the Replacers who has a very shiny dome, especially noticeable now that he goes hatless. Doubles as a Bald of Evil given his antagonist role.
• Bling of War: His "Overlord at the End of the World" skin has him covered in ornate gold plating.
• Break Them by Talking: A rare villainous example. After talking to Shiyoon, he doubles down on his plan to change humanity into C.O. hybrids and becomes one himself, acknowledging his cowardice in not putting himself before others in the first place.
• Fling a Light into the Future: The "King's Memories" side story reveals that a version of him from another world left a recording to congratulate whoever defeated the Nameless One. He then warns them of the Demon Lords that destroyed his world before entrusting them with Replacer Rook and the data within her, "just as the past us sent their data".
• Heroic Sacrifice: In Episode 6, Sooyeon tells Mina that King's death has been framed as "Dominic King Reginald lost his life while infiltrating the Replacer Syndicate", so as to avoid straining relations with the public about the Replacer Incident.
• Humanoid Abomination: Surprisingly more monstrous than the other Replacers in his Awakened form, having a majority of his body covered in scales, and what looks to be four eyes. In the actual story, he spends most of his time in a still-human form, and only breaks out his monstrous form to fight Mina.
• Leitmotif: THE KING'S CHOICE
• Pet the Dog: Before his climactic fight against Mina in the quantum tunnel he created, he summons illusions of the people he claims to have had a strong mental bond with (Replacer Pawn, Knight, and Queen), implying he was genuine with them from the outset.
• Raised Hand of Survival: The epilogue of Episode 9.5 shows his arm moving.
• Rank Scales with Asskicking: Subverted somewhat, as while capable he's just a normal Counter and Shiyoon notes that he's nothing particularly special during their fight. He undoubtedly powers up after finally becoming a hybrid, but it's unclear if it makes him stronger than Queen.
• Shut Up, Kirk!: He rebukes Mina's belief in Screw Destiny with anecdotes of other worlds that tried to fight against the spread of the Counterside and ultimately lost.
• Villainous Breakdown: His unflappable confidence is ultimately broken by Replacer Bishop's choice to self-terminate, shutting down Operation Terraside for good and sending his life's work down the drain.
• We Have Reserves: This is his approach to combat as a playable unit. Replacer King's passive grants him various buffs when any non-Mech ally dies and then replaces it with a Replacer grunt to keep up the pressure, encouraging players to throw units at the enemy and empower him when they go down.
• Well-Intentioned Extremist: Realizing that the Counterside will eventually consume the world they live in, he plans to create a hybrid of human and C.O. so they can live in the Counterside, despite the fact that only a miniscule percentage of humanity is compatible with Pseudo-Qliphoth factors and is still susceptible to becoming middling beasts.

Replacer Commander

Voiced by: -
Rarity: R
Subtitle: Follower
Command Skill: Bombard! (Defender > Ranger > Sniper)

A supporter of the Replacer Syndicate's twisted ideals who uses the knowledge and experience gained during their military days to train others systematically and strategically.

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• Ambiguous Gender: Their bio uses the plural "they".
• Know When to Fold 'Em: Their bio mentions that some of them surrendered during battle, but most still believe that they're the chosen people.
• The Voiceless: Has no voice actor despite having numerous lines in the main story and "For the Uncrying".

Knights of Redemption

Clareth El Arcadena

Voiced by: KR: Kim Da-ol JP:
Type: Counter
Role: Striker
Rarity: SSR

"I have no plans of playing along with your tomfoolery like those foolish aliens. If you desire my power, then stop playing the merchant and show your respects."

The heir to the Kingdom of Arcadena.

He first appears as a main antagonist in Episode 7.

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• BFS: He calls his weapon Dragonsword Largo. It can absorb the Dragon Blood that curses its living possessors because according to Clareth it is "without Kleshas, suffering, or even a corruptible mind", implying it's sentient.
• The Evil Prince: A general Jerkass to everyone, and also attempting to spearhead the Qliphoth Game.
• Gathering Steam: Gains stackable ATK buffs as he attacks which are consumed after he uses his Ultimate.
• Hidden Depths: Despite his absolutely terrible social skills and general unkindness to everyone, he is willing to have Carlota think over what she truly wants over her indoctrination of clearing her family's name.
• Jerkass to One: If there's anyone he despises the most and is the most irritated by, it's Lucrecia.
• Promoted to Playable: He made his playable debut as a Counter Pass unit alongside the release of Episode 9.
• Shut Up, Kirk!: Doubles as a Badass Boast when Hilde suggests he leaves as he's surrounded by her, Mina, Shiyoon, and Na Yubin at the end of Episode 7.
  Hilde: "There's four of us here. Do you really think you stand a chance?"
  Clareth: "I've always desired to test my mettle against thee. Given how rusty thou hast grown, I suppose that will suffice as a handicap."
• Ye Olde Butcherede Englishe: In the English translation he speaks in Early Modern English, including the use of "thou" (though often without the correct verb conjugation). Surprisingly, none of his fellow allies do, aside from the more generic countrymen.

Lucrecia

Voiced by: KR: Jang Yena JP: Reina Ueda
Type: Counter
Role: Ranger
Rarity: SSR

"The key to redemption is hidden in the warmth of darkness."

A necromancer known within Arcadena as the Saintess of Resurrection.

She first appears as a main antagonist in Episode 7.

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• Early-Bird Cameo: She's the unseen necromancer that Hilde encountered in Episode 6.
• Guest Fighter: For the HoloMyth crossover event, Calliope Mori is playable as a skin for Lucrecia.
• Hidden Villain: During Episode 6, she's the one who resurrected Nervier.
• Necromancer: She has the ability to raise the dead, and in fact is the reason so many people in Arcadena are alive now.
• Nigh-Invulnerability: Can cast invulnerability on deployment on your three most forward allies.
• Rags to Riches: She was a poor slave girl before becoming a Knight of Redemption.
• Undying Loyalty: To her savior, Ray.
• Villain Episode: Act 1 of Episode 9 reveals how she became the Saintess of Resurrection.

Carlota Martinez

Voiced by: KR: Kim Chaeha JP:
Type: Counter
Role: Defender
Rarity: SSR

"The oath of the Knights of Redemption will never be broken. For all eternity."

The vanguard of the Knights of Redemption, and the sole heir to House Martinez. She fights for the Knights in order to regain the honor of her family.

She first appears as a main antagonist in Episode 8, and debuted as a Counter Pass unit.

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• Ancestral Weapon: Her sword, the Sapphire Prison, was passed down her family. It's also the source of her family's brainwashing curse on her.
• Jeanne d'Archétype: Blonde? Carries a flag? Skills support allies? Check, check, and check. That said, her full name implies she's of Spanish descent rather than French.
• Overly Long Name: Her full name is Carlota Ramirez Fernandes Carlos Juan the Third.
• Support Party Member: Drops her flag down on her Dynamic Entry, giving everyone around it a defense buff.
• You Are Worth Hell: At the end of Episode 8, she says this to Clareth after his words inspire her to break free of her family's brainwashing curse and indoctrination.