The episode begins as Fantine puts on a bracelet given to her by Takeshi, remembering the moment when he gave her that gift. She then heads out to spend a day on the town with him. While getting a bite to eat, Takeshi's cell phone goes off but he ignores it completely, making no effort to even see who called. Ms. Satomi's frustration begins to grow as she keeps getting stuck with Takeshi's voice mail instead of the pilot himself. Again Ms. Satomi calls repeatedly, this time while Takeshi tries on some clothes at a store, and again he blows her and his team off. Meanwhile, as Fantine waits, she thinks about her most recent team meeting. It seems the girls need a win desperately; they won't have a good enough record to remain in the IG-1 if they lose this match. Back at the team meeting, Ms. Satomi comes to a decision, if Takeshi skips out on the next group session he'll be watching the next race from the stands, leaving just Liz and Andrei to take on all three members of Team Skylark. Liz, hoping she can find Takeshi and set him straight, hurriedly leaves the briefing room for anywhere Takeshi might have gone.
Over at the restaurant with the two lovebirds, Fantine begins to realize what's been going on with Takeshi lately. As soon as she opens her mouth to ask about it, the Satomi forward tells her to just drop it. At the park, Fantine decides to leave her boyfriend behind for a moment to go get them some ice cream. While Takeshi is alone, Liz finally manages to catch up with him and confronts him about ditching the meeting earlier, "Can't do this without you, Takeshi." When Fantine returns with desert, she eyes Liz for a moment, then gives Takeshi his ice cream…and hers to Liz, says her farewell, and runs off. Realizing he's been left alone with Liz, the Phenom heads off on his own, leaving Liz to try to chase after him only to end up on the ground in a puddle of her own ice cream.
The next day, eleven 'o clock strikes and Takeshi is nowhere to be found, thus Satomi is forced to make her star pilot sit out of the upcoming race. Of course, he shortly thereafter rushes into the room panting, having made it just in time. Takeshi heads straight for Ms. Satomi and apologizes for his recent actions, hoping she'll give him yet another chance. "It's too late. I've already made my decision on this Takeshi…Had ya goin' there, didn't I? Last chance, don't screw it up." Takeshi promises he'll prove he's back by bringing home this crucial victory. As the pilots head to their mechs, Fantine asks her boyfriend to stay behind for a moment. It's right then and there that she calls it off—she dumps Takeshi and tells him that there is someone else who cares about him deeply, someone who needs him much more. The kid's back, but can he handle getting dumped, especially right before the race?
As one of the most anticipated match-ups of the season begins, Team Satomi prepares to put their plan into motion—no fancy stuff this time, just a straightforward fight. The second the battle round begins, Satomi takes up a one-on-one formation in an effort to hold Skylark off until the final lap. Andrei makes his move against Skylark's midfielder saying, "Never thought I'd see the day when I'd be racing against girls." Rocket-G opens up with a one-two, but they've learned from Jan Michael's mistake and won't be so easily taken in. As soon as Elisa throws a punch, Andrei dodges, letting her overextend herself and end up leaving herself wide open. Satomi's coach lets fly a single punch that leaves a gaping hole in the left arm of Elisa's mech; a little reminder of which is the better pilot. While Liz focuses more on the conversation, Jessica backhands the Satomi defender and when Andrei lets himself become distracted with what's happened, he falls victim to a sucker punch from Elisa, "Ugh, another power-hungry woman. I think I liked it a lot better when I didn't have to race 'em." Back up and fighting, Liz unleashes a barrage of punches at Jessica when Elisa sneaks up from behind and grabs Liz's legs out from under her. After dragging her along the ground for a while, Elisa swings Liz around until her mech's core junction frame breaks; damage Mark says can't be fixed with just a running skeleton out on the track. With her mech missing everything from the waist down, Liz is out of the race.
The final lap begins and Takeshi executes the final part of the plan, taking out Fantine. Skylark's defender quickly moves in front of Takeshi to block him and starts attacking, forcing him to play on the defensive. Tired of her getting in his way, Takeshi slips around behind Jessica and gives her mech a hard jab right to the face. With one blow, Jessica is on the ground and Takeshi is clear, for the moment. Hurrying to protect her "Princess", Elisa rushes in after Takeshi only to have Andrei come from nowhere and backhand her mech, again, right in the face. With two Skylark pilots down, Takeshi is free to finally take on Fantine for himself. Fantine sacrifices her lead to turn around and attack Takeshi head-on. As she lets the punches fly, Takeshi blocks them with expert skill. Deciding to give everything she's got left, Fantine extends her mech's arms and sends a lightning-fast flurry of blows at Takeshi. Finally, Takeshi grabs one of he arms mid-swing and spins her around to his other side so he can give her a hard punch to her mech's leg joint, cracking it heavily. After dodging a desperate swing, he gets her in the midsecticon with a knee with enough strength to make her mech buckle over. Finally, Takeshi finishes off his former girlfriend with a sharp blow to her already damaged leg, ripping it right off. As she starts to fall he holds her mech's arms in his then lets her go, both in the race, and in their relationship. With the race over and win number two under his belt, Takeshi heads back out to the track to visit with Fantine. She tells him that now she knows she made the right decision and simply asks, "Friends?" Takeshi agrees, and Fantine leaves him to contemplate the last few weeks as he gazes up at a bright, beautiful moon…