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Akatsuki and Miu face off with Zahhak in a final battle. Meanwhile, the truth behind Phil is revealed in Alayzard and COCOON takes further notice of Akatsuki.
Having been outclassed by Akatsuki, Phil uses his trump card and transforms into a giant dragon! Akatsuki's friends and the student council members struggle to buy time until Akatsuki can fully recover from Phil's poison.
The epic battle between Akatsuki and Phil Burnett continues. Meanwhile, Miu struggles with the notion that she's the cause of all the trouble in both worlds.
After the BABEL ranking matches are suddenly thrown into chaos, Phil Burnett arrives from Alayzard to retrieve Miu.
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- Premiered: July 6, 2012
- Rating: TV-14