Ken and Goh attack the beast, mutating more and more. But the beast is too much for Goh to handle, and it tries to absorb Godannar into itself. Mira attacks Godannar before he can cause too much damage. Anna tries to stop her.
Anna's dad, the founder of Dannar Base, resumes control. It turns out that the mimetic beasts have developed the ability to merge together and share their abilities. They've grown into a super-mimetic beast, and the leader has to be destroyed.
Mimetic beasts are focusing their attacks on the bases. And they've found a way to control the bases' weapons. But just when it seems the beasts have won, they all retreat, heading towards Godannar. Meanwhile, Goh is fighting and beginning to mutate.
Moukaku gets into a bar fight, and he's starting to undergo the same mutation as Max and Shadow. He gets it under control though, and later proposes to Shukuyu. Meanwhile, the commissioners have discovered the cause of the mutations.
Kiriko gets Max's data. There have been changes not only to his body, but to his brain as well. Luna gets nervous because it will be her and Shadow's last battle together, and she gets shot down. Shadow thinks Luna's dead and goes berserk.
Anna and Shizuru train in order to be able to control the plasma drive. Ekaterina holds a party, but it gets interrupted when more mimetic beasts attack and she has to go out to fight them. Shadow has dreams that she's attracted to Luna.
A female mechanic named Tonko is being pushed into an arranged marriage that she doesn't want. But it turns out that a mimetic beast had stomped on the restaurant where the wedding was to take place, so the arranged marriage is off.
Shizuru's test-run with the Go Okusaer fails. On the way back from a battle, Mira faints from shock. Kiriko is worried if they can still use her as a pilot. Anna realizes that she had given up on her dream, and decides to go back to the base.
Mira has teamed up with Goh in Neo-Okusaer, but he hasn't made any moves toward her because he's waiting for Anna to come back. Kiriko decides it might be time to bring out Go-Okusaer, a prototype of Neo-Okusaer.