The Nadesico has made it to Mars and things look grim for survivors.  Akito asks permission to visit his old home and Megumi goes with him, to Yurika's dismay.  While near his old home, he and Megumi fall into an underground cavern where there are survivors and one woman who claims to have helped create the Nadesico.  The Nadesico arrives and soon after the Jovian do too.  In the atmosphere the Nadesico cannot operate as well and so is faced with the decision of turning on the defense barrier and killing all those below them or being destroyed themselves.