Fou and Quatro's background is covered in depth. We learn more about Lily and the motivations of the Machine Empire. Fou has surrendered and has been beaten badly by Quatro. Just as Quatro is about to kill Fou, Teppei and X show up in time to interfere. They find that Quatro is not an easy target though, and the fight does not go well. Quatro once again attcks Fou, this time using his attack ""SPECTRA METAL"" and Je'taime sacrifices herself to save Fou... Episode summary graciously provided by Vortex Fansubs