At the training facility, Aoi is searching for the perfect candidate, when she is questioned by one of the supervisors. It is apparent that some personnel believe that there is a cover up regarding Father's disappearance. Aoi tells her that she is acting under Father's orders. She notices a sister, who had no problem in knocking out her enemy; Aoi has found her candidate. Maria reflects about taking control of the NSWF but keeps seeing visions of Reina.
After the party, almost everybody is asleep in the bar. Masane and Tozawa are in the roof talking about the Witchblade. Tozawa asks if she has attempted to remove it; she has tried but is not possible. She breaks the news to him that Takayama is Riko's father; he is surprised. She tries to get advice on how to tell Riko that she will soon die but Tozawa isn't able to help. She grabs a book about life and reads it while Riko sleeps.
Takayama has designed a program to put the X-Cons offline and he breaks his team down in order to shut down as many units as possible.
Wadou and Nishida argue on the phone about the numbers of units they need to capture Masane. She only wants three but he wants to send too many and that could be lethal for the citizens around the area. When the conversation is over, both of them realize they should eliminate partners after the Witchblade is captured. Segawa informs Wadou that approval regarding the government cover up has been approved. There will be an area secured by the police, civilians will be told to stay home, and local emergency services will be on stand by. He also informs Wadou that an order to halt anymore iWeapons exports to Baraj has been issued due to malfunctions. Wadou reassures him that there is no problem and that the production should continue.
Masane and Riko make plans to go the park. They are off and Tozawa comes in and asks Mariko if there is a God because there may be some praying in order. Mariko is hesitant of answering that after barely surviving the tragedy six years ago.
Aoi introduces her selection to her boss. Maria tries to stab her with her finger but Asagi (the new sister) easily avoids her strike. Maria is pleased and tells Aoi to equip Asagi with a Cloneblade. Maria gets her first taste of insubordination when Asagi questions her motives and reasons. Aoi tries to tell her to be respectful of Maria but Asagi seems to think that Maria is just pretending to be an adult and that she still a kid driven by impulse.
At the park while Riko plays, Masane tries to explain what is going to happen to her. She uses notes from the book but Riko is not getting the message. She hugs Riko and finally explains in her own words that Riko will soon no longer see her mother. She will be not present but she will still accompany Riko everywhere. Riko still confused.
An emergency message is shown around the city that Dohji is planning to secure the loose X-Cons and the public is told to seek refuge. Tozawa heads to the park to get them. In the news, pictures of Masane in Witchblade form are shown. Dohji is trying to misinform the public and labels her as an X-Con.
The three units arrive and they target Masane. Tozawa tries to convince her not to fight but she can't resist it. She leaves Riko in his care and she goes to battle. Riko finally understands what her mother has been trying to say and she begins to cry. Tozawa is unable to console her and just hugs her. Explosions start to erupt and Masane takes the fight away from the park. The X-Cons follow and try to hit her with their cannons. She reaches the top of a building and begins to power up. In doing so, she awakes more units in the Dohji lab. Takayama is informed of Wadou plans.
Masane slashes one unit in half and it explodes; she destroys the second one and retreats to the rooftops. Nishida still observing, she is obsessed with the Witchblade. The immense power is disturbing Maria's and Asagi's Cloneblades as well.
The battle is taken inside a building where the X-Con is limited in movement. Back at the lab, Takayama tells his team to use the repaired units to blow up the remaining ones that are malfunctioning. The X-Con is taken down by Masane and an explosion destroys the top floor of a building. Detective Nakata is on the scene and wonders if a war has started.
Segawa sees his boss panicking over his position at Dohji and begins to see that is time to abandon ship since Wadou can't take the pressure. The calm before the storm is settling in after an exhausted Takayama overlooks the destruction of his machinery, Masane resting on the middle of the park surrounded by roses and Tozawa taking Riko home. Unknown to them, the cargo ship with more faulty units is turned around and is heading back to the city. Masane stumbles to get up and heads for home…