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 Zaibach trooops and Guymelefs walk through the ruins of Freid. Shester tells Dilandau that they've trapped the remaining soldiers in the castle. Dilandau tells the Dragonslayers to stay outside the castle. Folken watches from above. The Zaibach Guymelefs enter the castle and find Boris waiting in his Guymelef. They kill him, but before he dies he crushes a statue causing the castle to collapse on top of them. Dilandau watches in shock but sees a group of Freid ships escaping from behind. Chid watches sadly as the castle collapses and starts crying. Van remembers talking with Boris earlier telling him to escape. Duke Freid tells Chid not to cry. Millerna looks at Allen, who looks upset. She thinks about Chid being his son and flashes back to what the Duke said in the last episode. Dornkirk tells Folken of an error in the Fate Director and tells him to head west of Godasim, where Fortuna Temple is. Meanwhile, everyone arrives at Fortuna Temple, which is located in a large crater. There waits a large clan dedicated to protecting the treasure of Freid. One of them gives the Duke a sword with an energist on it. The Duke tells Chid and the others to come with him so he can show them the treasure of Freid. They enter a large room where two large rocks lay over each other. A small pedestal lies in the center. The Duke places the sword there, causing an angel to appear, then suddenly vanish. Light from the pedestal shines on the wall, revealing writing in the language of Atlantis. Duke Freid says Freid holds that power. He tells how Atlantis controlled the earth. They became conceited and declared themselves gods. They converted their wishes to power, however it went out of control and destroyed all of Atlantis. Hitomi finds herself standing there watching the place burn and faints back in reality. The Duke says he cannot let anyone have this power and tells Chid not to let anyone have it.
Its a rainy night outside. Inside, Hitomi sees Van holding his hands up to Escaflowne. Van is imagining the Gears inside Escaflowne moving by themselves. He imagines moving inside of Escaflowne. Hitomi comes up to him and Van apologizes for what he said in the last episode. Hitomi accepts his apology. Van talks about dowsing and said he was practicing it. He says hes going to visualize using Escaflowne to help control it better. Van says he will make Escaflowne a part of him. Van walks by and is about to say something to her, but decides not to and runs off. Hitomi looks at Escaflowne and the energist glows. She sees a vision of the crater filled with dead bodies. The sky and rain is red. Duke Freid stands in front of her with blood all over his face and melts into the ground. Hitomi snaps out of the vision, but sees red rain on her hands. It vanishes however. The rain suddenly stops. Allen is watching from a window and notices Chid down the hall looking at him. They exchange glances, but do not speak to one another. Outside in the crater, the Freid forces prepare for battle and the Zaibach forces find the crater and start heading towards it. Gadeth is notifyed of the approaching troops and tells the troops to get ready. Elsewhere in the temple Merle prays to a statue asking for Van to be alright. The battle begins as the Zaibach Guymelefs arrive. They easily smash the Freid Guymelefs in their way. Escaflowne and Schezerade do good, but few others do as well. Duke Freid kills one of the Zaibach troops with his bow and arrow, but Dilandau smashes through the nearby troops to reach him. He chops the left arm off of the Duke's Guymelef and then goes after the other. A fellow soldier rushes Dilandau and is impaled by the metal claws. Dilandau destroys the armor covering up Duke Freid and his Guymelef falls to the ground. Dilandau is about to finish him off but Allen prevents this, getting the left arm of his Guymelef knocked off in the process. The Duke gets out of his Guymelef and talks to one of his troops. He decides to give the power of Atlantis to Zaibach, hoping that they will use it the right way. He says those on Gaea will create their own fate. He says he is willing to die in the battle. Allen continues to battle Dilandau however a Guymelef from behind blasts off Schezerade's remaining arm. However, Escaflowne jumps in and saves him. As Allen gets out of his Guymelef, Van defeats 2 Guymelefs that attack him, however Escaflowne gets hit in the side causing Van to scream in pain. Allen gets out of his Guymelef and sees Duke Freid who proclaims that he is the duke then is nailed by half a dozen arrows from all sides. As he falls to the ground he thinks of Marlene on her deathbed then dies. Allen is going to rush to him, but Kaja, who had been with the Duke holds him back. Allen falls to his knees crying. Van defeats yet another Guymelef leaving Dilandau alone on the battleground. Folken informs Dilandau of the Duke's death and Dilandau leaves, saying he'll leave that special task for later. Folken has the other Zaibach forces end their assault. At Fortuna Temple Kaja informs Chid of what happened. Chid decides to give Zaibach the power of Atlantis like his father said then rebuild Freid. Folken along with many Zaibach troops greets Chid at the Temple. Chid gives him the sword in exchange for Zaibach letting the Crusade leave Freid. Allen watches as the Crusade takes off. One of Allens men tells them that somethings wrong with Escaflowne. Merle calls out for Van in terror. Escaflowne lies there, still, with blood oozing out of its arm.
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