With FLEIJAs launched one after the other, Schneizel decimates Lelouch's forces. All attempts to attack the Damocles are rebuffed by a powerful barrier. Cecile explains that if it continues to ascend, they would never be able to reach it.
Lelouch orders all of his forces to charge at the Damocles as Lloyd informs him that the FLEIJA countermeasures are ready. The Avalon is flanked from behind by Xingke and Todoh, who disable the Avalon's float system. Suzaku manages to fend off Todoh, but with the Avalon losing altitude and Xingke boarding it, Lelouch is forced to proceed with the next phase of his plan.
Lelouch makes his way to the hangar with C.C., who prepares to board a Lancelot variant. They are attacked by Kallen, who engages C.C. while Lelouch launches in the Shinkiro, armed with the FLEIJA Eliminator.
Schneizel launches another FLEIJA, but against all odds, Lelouch and Suzaku manage to disarm it, with Lelouch inputting environmental data at the exact point of the FLEIJA's detonation and Suzaku shoving the Eliminator into the warhead a scant 0.04 seconds before it explodes, cancelling its effect. With the barrier around the FLEIJA launcher lowered, Lelouch and Suzaku manage to breach the barrier and the Damocles.
As Suzaku engages Gino, Lelouch makes his way into the Damocles. Explosions from the battle cause Nunnally to drop the launch key. She falls out of her wheelchair, and struggles to find it, until she realizes...
With Lelouch now on the Damocles, Schneizel plans to make his escape with Kanon and Diethard while setting off a FLEIJA inside the Damocles, killing Lelouch and Nunnally in the process. As he boards his shuttle, however, he is contacted by Lelouch, who has trapped him with guards under his Geass's control preventing escape.
As the last of Lelouch's allies aside from Suzaku defect to Xingke, Lelouch and Schneizel argue about their philosophies. Shneizel warns Lelouch that even if he dies, Lelouch would lose to a FLEIJA. It is then that Lelouch appears behind him: while Schneizel was arguing with a recording, Lelouch sneaks up on him and uses his Geass upon him, compelling him to "obey Zero", and orders him to disarm the FLEIJA he set to destroy the Damocles.
Outside, Suzaku disables Gino, but he damages the barrier projector on the Damocles, giving Kallen an opportunity to penetrate it and engage Suzaku.
With Shneizel under his thrall, Kanon indisposed, and Diethard dead, the only obstacle before Lelouch is Nunnally. Lelouch asks Nunnally to relinquish the Damoclese key. Nunnally replies that she will not close her eyes to the truth any longer and, to Lelouch's shock, opens her eyes, having broken Emperor Charles's Geass by force of will!
Her gaze unbreaking from Lelouch's, Nunnally asks if he will use his Geass on her, too...
