Merrybell destroys a town with the Turn A Gundam's Moonlight Butterly system. Conflict arises between Guin and Gym since everyone in America now opposes Guin. Corin appears and tells them what Merrybell is doing. He bows before Dianna, willing to fight for her. Sweatson and his Mahiroo squad attack the Soleil. Dianna wants to join forces with Phil and Dianna Counter to defeat Gym. Loran, Sochie, Fran and Joseph go to the Willghem where they confront Guin. Bruno and Jacop escape from the ship. The Soleil and Almaiya attack. Joseph steals back the Turn A Gundam. The Soleil's crew gathers for Dianna, and Phil and Miran agree to follow her.

Aired on: 3/16/2000