Battle commences at the Special Administrative Zone of Japan as the Black Knights engage the Britannian military in an attempt to save the Japanese from Euphemia. Kallen finds the Knightmare Frame Euphemia is piloting, and Lelouch disables it with the Gawain, forcing her into the open. Zero steps out of the Gawain and approaches Euphemia, gun drawn.
Suzaku finds Euphemia at last, but it is too late. Just as Suzaku is about to rescue Euphemia, Zero shoots her. Suzaku charges at Zero and Kallen, fighting past them both to retrieve Euphemia's body, then bringing her onboard the Avalon, desperately begging Lloyd and Cecile to save her.
As surgery is conducted on Euphemia, Diethard edits the footage of the massacre at the Special Zone to release on the net, with the intention of swinging public opinion against Euphemia and towards Zero, who has gone to meet with Kaguya Sumeragi, a cousin of Suzaku, and the other members of Kyoto to bring them under his control.
In spite of the doctors' best efforts, there is no saving Euphemia. Suzaku sits along with Euphemia, who cannot remember giving the order to exterminate the Japanese and, upon realizing Suzaku was Japanese, fights off the Geass used on her. She asks if the Special Zone was a success. Suzaku couldn't find it in him to lie to his dying friend, so he tearfully claims it was. At the same time, Zero steps forward to condemn Euphemia's actions. As Euphemia lays dying, Zero declares the foundation of the United States of Japan.
Afterwards, Lelouch meets with C.C. to discuss the changes to his Geass, and how Euphemia fought back against his Geass. As the gravity of what happened to Euphemia hits him, C.C. comforts him, promising to stay by his side through thick and thin.
As news of the genocide at Mount Fuji leaks to the news, insurrections rise up across Japan, with the Black Knights' forces swelling as they advance on the Tokyo Settlement. With civil unrest rising, rioters break into Kaname's apartment to assault Villetta.
Nina works on a project in secret, in anticipation of Zero's arrival in Tokyo.
On the Avalon, Suzaku racks his brain over why Euphemia gave the order to kill the Japanese. At that moment, he is approached by a young child, introducing himself as "V.V." (V-2).
The Black Knights begin to break through the Britannians' defenses as they make their final approach on Tokyo. Cornelia, recovering from the shock of learning that her beloved sister was murdered, orders the forces to fall back and form one last line of defense around Tokyo. Zero, at the same time, orders the Black Knights to kill Cornelia. He leaves Tohdoh in charge of the battle and Diethard at the helm of their hijacked mobile base.
Elsewhere, as Bartley prepares to evacuate the laboratories where he is supervising top-secret research, one of the projects he was overseeing activates of their own accord: Jeremiah, his body rebuilt as a cyborg!
At the outskirts of the Tokyo Settlement, Zero issues his ultimatum: an immediate surrender before midnight. As Lelouch awaits the deadline, he receives a phone call from, shockingly, Euphemia's cellphone. Suzaku is on the other end of the line. Suzaku asks one last favor of Lelouch: he asks him to warn the student council not to look to the sky, because on this night, Suzaku would be committing murder in the skies above Tokyo. He used to think that hating someone so badly that you'd want to kill them was the wrong way to go through life, but now, hatred is all that drives him. Lelouch advises him to embrace his hate, and to think of Euphy.
The two conclude their conversation as the clock strikes midnight. At that very instant, the city blocks of the Tokyo Settlement begin to collapse, the city crumbling into ruin as Lelouch welcomes Suzaku's challenge, thinking to himself that this was what he had wanted since that fateful day: the destruction of everything, for destruction always comes before creation.
Thus, the Black Rebellion begins in earnest.
