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1* Episode 2 has Shute and the Captain having fun hanging out all day trying to figure how to active the Soul Drive. Unfortunately, the Chief doesn't approve and orders Captain to stay away from Shute. Thankfully it doesn't stick but, it sure was hard watching the both of them so low.
2* The death of [[AlasPoorVillain Ashuramaru]] in episode 19.
3--> '''Ashuramaru''': What I did... I did for Ark.
4** Just the fact that Bakunetsumaru had to go through with outright ''killing'' a former friend. Something he'd tried desperately to avoid during their first duel. Which sadly, only enraged Ashuramaru to the point where he willingly joined the Dark Axis, in order to get revenge over being left "dishonored".
5* Even though it happened off screen, the deaths of Lacroa's Royal Knights count.
6** Episode 41 follows up on this. Though it's only focused upon briefly, when Rele demands of the General that he return the "abducted" Knight's. Only becoming aware of their true fate... after turning to see the few remains of the Knight Gundam's armor and weapons. The poor girl is left speechless as she looks upon what's left, of her long dead friends.
7* The ''death'' of [[spoiler:Fake!Rele]] in episode 37, "Fierce Fight! Deathscythe the Knight of Darkness".
8--> '''Shut''': Turn her back the way she was right now! Or ''else!''
9--> '''Deathscythe''': The way she was? The [[spoiler: Rele]] you were seeing was merely an illusion I forged with magic. The rose is her ''true'' shape.
10--> '''Shut''': (''devastated'') That's a lie!
11** Tallgeese's [[spoiler: HeroicSacrifice when he destroys the force-field holding Fenn]], short but heartbreaking.
12* Episdoe 38, despite all the evil things he did, [[spoiler:Deed]] plummeting to his death is sad. Especially given his [[LoveMakesYouEvil original motivation]] and backstory.
13* Episode 39, though Captain is able to fight off Professor Gerbura and forces him to retreat. Poor Captain was still badly damaged during the fight and can't even stand up after Gerbura leaves.
14* Episode 44, after being unable to stand the flames of the Bakushin armor. Bakunetsumaru takes it pretty hard when Lord Buritanmaru and his men accuse the Samurai of having evil in his heart, due to the armor's seeming rejection of him.
15* Kibaomaru's response to learning Genkimaru's true connection to him. He's stunned, at first...then snaps back, "So what if he is!?" Shute is horrified that Kibaomaru is willing to wage war on [[spoiler: his son]] for his ambition, and is badly shaken when Bakunetsumaru steps up.
16-->'''Shute:''' But, you...you can't fight your own...\
17'''Bakunetsumaru:''' Don't bother, Shute. [[WarIsHell We're at war.]]\
18'''Shute:''' [[GoodCannotComprehendEvil But it doesn't make sense!]]
19* Episode 48, after Kibaomaru's been defeated. He sadly notes to Shute that they won't be able to play shogi again as he would have liked. Shute protests that he shouldn't talk like that, [[spoiler: since he'll now be able to play shogi with Genkimaru]].
20** Genkimaru's crying after he stops himself from [[spoiler: killing Kibaomaru]].
21* [[spoiler:Gerbera/Madnug's final moments in episode 49, which is just plain heartbreaking to watch. He tries to kill himself in order to revive the General. Captain manages to grab him before he falls and asks the mad Gundam to let him help him. Unfortunately, this mirrors Madnug's StartOfDarkness, reenforcing the General's BrainWashing. Madnug soon shakes free of Captain and falls to his death.]]
22--> [[spoiler: '''Madnug''']]: I will merge with the General!
23* [[spoiler: Shute's brainwashing in episode 51. What makes it even worse is how this is the first time Shute's resolve has been shaken to such a degree. The boy was literally in TEARS.]]
24--> '''[[spoiler:Fake!Captain Gundam]]''': (''[[OutOfCharacterAlert literally pointing his guns at Shute]]'') Enemy, humans are, humans are... enemies... enemy. I must defeat...

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