Having reached Mars, the Nadesico immediately finds itself in a battle with the Jovians, and it’s time for the Aestivalis pilots to show off their skills. Whilst Akito takes a more serious approach to battle, Ryoko, Hikaru and Izumi can’t help but play to the audience as they destroy waves of the smaller enemy grasshopper ships.
Naturally, the small ships are just a warm up for the larger Jovian warship that awaits them. Unfortunately, none of the pilots can even penetrate its shields, spurring Akito into trying a crazy strategy worthy of Gai. Drawing out his Aestivalis’ knife, he attacks at an angle to the shields, slicing right through them. With this opening, Akito launches a Gekigan Flare attack, damaging the ship and causing it to explode.
With 80% of the enemy units destroyed, the Nadesico is clear to enter Mars’ atmosphere unopposed, although first they have to descend through the clouds of nano-machines that were introduced to the planet to convert the soil and atmosphere to a more Earth-like composition. Fortunately, this obstacle is easily navigated, and the Nadesico finally lands on Mars.
Whilst Ryoko, Hikaru, Prospector and Goat take a shuttle down to investigate the old Nergal research facility at Mount Olympus, Akito gets permission to go out and visit his old home. And, much to Yurika’s annoyance, Megumi decides to take off and go with him.
Although there’s nobody left at the Nergal research facility, there are still a few interesting things to see. Prospector shows Hikaru and Ryoko part of an ancient ruin discovered thirty years ago. The materials discovered yielded up the technology used to build the Nadesico itself, although to be honest, even now not too much is known about where it came from and what other secrets it might hide.
Meanwhile, Akito finds himself recalling old memories as he looks at the ruins of his old home. Seeing an old piece of machinery, he tells Megumi how Yurika accidentally started it up whilst playing around; Akito tried to save her and shut down the machine, only to get blamed for starting it in the first place. Nonetheless, it was his frustration at not being able to control the machine that inspired him to get a nano-machine implant in the first place.
That wasn’t the only way Akito’s childhood on Mars shaped him, however; Thanks to the nano-machines in the soil, food grown on Mars can taste odd unless prepared by a good cook. It was that that inspired Akito to become a cook, although now that has fallen behind his duties as a pilot.
Akito’s words inspire Megumi to talk about herself. She tries to explain her feelings for Akito, but to no avail- he has just fallen down a hole. And as the hole widens, Megumi falls too, right on top of him.
Suddenly underground, Akito and Megumi are greeted by a mysterious cloaked and hooded woman, just one of many people who appear to be living down here. She explains that they are the last remaining survivors of the Martian colonies, and they have taken refuge underground where the Jovians won’t bother them.
Delighted at this news, Akito suggests that the survivors can return to Earth on the Nadesico, only to be rebuffed. Introducing herself as Inez Fressange, their host explains that she helped to design the Nadesico’s phase transition engine and distortion field. From what she knows of the ship’s specs, she is pretty certain that the Nadesico will be destroyed before it even gets back to Earth- the colonists would rather take their chances on Mars.
Unable to let Akito and Megumi out of her sight for too long, Yurika brings the Nadesico over to find him. Aboard the Nadesico, Inez repeats her story to the senior crew, reiterating her belief that the Nadesico cannot survive its mission to Mars. The others are scornful of her words, but Inez remains adamant- and when a fleet of Jovian warships appear, it looks like things will be decided one way or another.
Firing its gravity blast cannon, it looks like the Nadesico is taking early control of the battle- until the Jovian ships emerge unscathed from the attack. As Inez explains, the Jovians have their own distortion fields, which are well able to repel the gravity blast. And in the Martian atmosphere the phase transition engine can’t work at its full capacity, meaning that they cannot supply enough energy to fire the gravity blast again. Worse still, the Jovians are reinforcing their numbers thanks to a nearby chulip.
Always ready with an explanation, Inez tells the others that the chulips do not contain ships within them, they are actually gateways that allow ships to pass through them, meaning that the Jovians have the potential to send through uncounted numbers of ships from the other side of the gateway.
The Nadesico’s only defence is its distortion field, but raising it comes with a price. If the field is raised, it will send a shockwave down into the ground below, collapsing the underground caverns where the Martian survivors have taken refuge. With insufficient time to build up enough thrust for take off, however, raising the distortion field whilst still on the ground will almost certainly be the only way to save the ship.
Whilst the others argue all around her, Yurika is faced with making the ultimate decision. Finally, she has no choice but to order that the distortion field be raised as the Jovians launch their attack. Small comfort though it is, Inez remarks that the barrage would have destroyed the caverns anyway; at least this way the end was relatively quick.
Depressed and sickened by the deaths of the Martian colonists, Yurika flees the bridge to regain some composure. When Akito joins her, she pours out her heart, and asks for a single kiss- proof that there is still hope for them. Suddenly nervous, Akito cannot give her what she needs, and runs off.
Leaving the rest room, Yurika finds herself in a battle of a different kind when she runs into Megumi. Megumi tries to warn Yurika that she isn’t going to lose in the fight for Akito’s heart, but Yurika only replies that she isn’t going to lose either- although she is talking about the battle with the Jovians. Instantly cheered, Yurika heads back to the bridge, blithely ignoring Megumi as the other woman tries to explain what she was really talking about…