In order to fulfill his vow to kill Prof. Einstürzen, Heine resumes his search for the entrance to the Below and the experimental facility where he was born. As he and Badou move further into the depths of the Underground, they're tracked down by Giovanni, who offers to help—but what are his real intentions? Meanwhile, Naoto confronts Magato, seeking the key to her past, and Director Neubauten sends the Special Defense Force to attack Einstürzen's fiercest troops.

Rated: M