Hiding out inside a volcanic asteroid, Tsutsuji and Benkei are ambushed by Leopard, who takes back his mirrors. As everyone investigates Akiha's kidnapping, Leopard wants to chase after Nerval immediately, but the citizens are anxious about power failures. Nina orders Bou and Min to investigate the colony underground with Itsuki's guidance, and they soon find a hot spring. While relaxing in the hot spring, they are attacked by an octopus-like creature, which captures Bou and Min. Itsuki escapes and warns everyone to evacuate, but is captured herself until Kazane, newly arrived, rescues everyone. Akiha and Imoko find themselves inside Xanthippe, and attempt to escape, only to find that the colony contains row upon row of boxes, as elsewhere Nerval shows a factory responsible for creating the boxes to Nami. Xanthippe declares that humans are merely the component parts of brain colonies. Akiha tries to run, but the box humans report her, and she is captured and forced into a box.
In the year 311 of the Orbital Calendar, humanity has migrated to countless colony clusters in space. A space colony girl named Akiha Shishidou encounters a malevolent artificial intelligence named Leopard that has been installed on a colony.
