Suzaku realizes he cannot stoop to Lelouch's level to achieve his goals and decides not to use Refrain on Kallen. As Lelouch leaves, he discovers Shirley mortally wounded, who confesses her feelings for him as he desperately commands her to live. Before she can reach Lelouch, she runs into Rolo, who uses his Geass once she reveals knowledge of Nunnally. Shirley finally reconciles her restored memories, asking Suzaku to forgive Lelouch as she has. Having greatly admired Marianne, Jeremiah joins Lelouch's cause. Struggling, Jeremiah asks why Lelouch betrayed the Emperor, to which the former prince reveals his motivation to avenge his mother. Villetta willingly reveals Lelouch's location and Jeremiah corners him, but is paralyzed by the G Train. Meanwhile, Jeremiah makes his move on Ashford Academy, overwhelming Sayoko and Rolo in his search for Lelouch. Lelouch heads to the train station to check on the delivery of a G Train, a network of Gefjun Disturber-equipped trains that will black out all of Tokyo once active. Having recovered her memories, Shirley questions her perception of reality. He reveals to Lelouch that Nunnally is alive, and she declares herself to be Lelouch and Suzaku's enemy. During the commotion, the Britannian capital is obliterated by Schenizel, who is aboard his new flying fortress, the Damocles. leaders hostage and Britannia's military surround Japan. When the UFN demands that he accept a limit to his voting power to prevent Britannia from attaining an automatic majority, Lelouch forces their hand by having Suzaku take the U.F.N.

On the way to the meeting, he and Kallen bid each other farewell after she kisses him, Kallen having been unable to get Lelouch to answer any of her questions. His position secure, Lelouch announces his intention to join the U.F.N. The Knights of Rounds attempt to remove Lelouch from power, but Suzaku, piloting the Lancelot Albion, easily obliterates their ranks, killing Bismarck Waldstein and two other Rounds members while only disabling Gino's Knightmare. Lelouch begins his reformation of Britannia, abolishing the aristocracy and Area system. Lelouch has a nervous breakdown when Rolo tells him Nunnally is killed in the explosion. Unfortunately, the bomb detonates over the government complex, obliterating a massive section of the settlement. On the verge of death, Suzaku's Geass command activates and compels him to fire the F.L.E.I.J.A. Using the new Knightmare's overwhelming speed and power, Kallen kills Luciano and severely cripples the Lancelot. Meanwhile, the Emperor enters Area 11, and Cornelia escapes confinement. Lelouch is nearly killed by Luciano and his Valkyrie Squadron, until Kallen arrives in the upgraded Guren Seiten Eight Elements-Type. Sayoko frees Kallen while Rolo attempts to locate Nunnally, secretly intending to kill her.

Jeremiah and Guilford engage Suzaku, but Gino and Anya join the fray to even the odds. bomb, but Lelouch, having completely lost his trust in Suzaku, calls his bluff. With the power disrupted, the Black Knights begin their assault on the Tokyo Settlement.

Lelouch takes over the world