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The Emaan are having another market to earn money to buy supplies. Kei finds Olson and tells him that he think Athena likes him, "I'm her father, so I'm not going to compete with you for her." Olson tries to tell Kei that he really isn't interested in her that way, but Kei doesn't believe him. He still thinks of Olson as the same person he knew 20 years ago. It wasn't like Olson to be uninterested in a beautiful girl like Athena, and Kei has yet to come to grips with the fact that Olson's extra five years have changed him.
Alone, Kei thinks to himself, "It is my duty to repair the world, but I also want to see to it that Athena is happy."
Kei tries to raise Athena using the radio in the Orguss. After having no success, he tries Olson's radio, hoping it might do better.
Meanwhile, Athena is in charge of the forces defending the Terram D- system. The Terram are heavily outnumbered by the attacking Mu and soon most of the defenders are destroyed. The general orders Athena to destroy the D-system, since misuse of it could destroy space and time. She enters the complex and activates the self destruct, happy in the knowledge that Terram will now need the Tokuitens; her uncle will be safe. As she makes her escape, however she is consumed by guilt; she has failed her people when they most needed her to succeed.
Meanwhile, back at the Terram base, the general is realizing that they must get the Tokuitens again, but is informed that Henry has just left on a mission to kill them. Henry is ordered to abort his mission, but is bent on avenging Robert's death and refuses. The commander call Athena for help, but she won't accept his orders because she feels she is unworthy to be entrusted with any mission. The commander tells her that if Henry isn't stopped, the Tokuitens may be killed and the Terram will be doomed. Athena flies off to save her uncle.
Kei engages the Terram in Olson's Orguss, and Olson joins him shortly thereafter. Athena arrives and forces Henry to disengage.
Later, Olson finds Athena on a beach. After greeting Olson, she tells him that the D-system has been destroyed by the Mu so he is safe. She says now that she has failed her people, she cannot return, so she can join him. Olson strictly reminds her that the Terram people depend on her for protection, and she cannot abandon that duty. He orders her to return to the Terram. As she flies off, he thinks "You don't have to be a traitor like me."
Kei, who has watched this entire scene, can't understand Olson.