A flashback sequence from ten years ago reveals the origin of the development of the D-Project. In the present, Ostrum continues to do battle with Atrum, and after they both return to their Communicator forms, Nozaki tries to explain why he is protecting humans. Meanwhile on Mars, Toa tries to find ways to escape, but fails. Back on Earth, Ostrum and Nozaki continue their battle, but Ostrum senses Gio, and leaves in order to dispose of him. On Mars, Hoshi decides to free Toa in order to get her to save Earth, but she is shot in the back by Garnet. Figuring out Toa is on Mars, Jin and Gio begin to head toward space, but instead helps destroy Ostrum with the Type-X warhead. However, Gio is injured in the process and they return to Earth.