As Umi and Fuu are continuing to fight the invasion of monsters storming the castle they discover the source of the monster's power are the children's fears being taken in like a big black ominous cloud spreading. Worried he hasn't been able to contact Eagle Geo makes the decision to attack, just then Aska shows up, not seeing the Rune Gods around she assumes that they have been defeated and calls out Sang Yung to protect her.
The crown starts to change shape as Hikaru and Eagle both safely enter the crown room. But which will become the new Pillar of Cephiro? Just then, Tarta and Tatra of Chizeta arrive aboard the Bravada. Umi leaves Ascot to protect the castle and heads out. Tarta and Tatra challenge her to a personal duel. They tell Umi that if she wins they will stop their invasion of Cephiro...
Eagle escapes from his cell and searches the castle for a way into the crown room. Since Eagle has biological data on Lantis, the intruder searchers for him and his sword. Eagle finds Lantis interrogating Alcyone and the two confront each other. Lantis sets to attack when Hikaru suddenly jumps into the battle! Meanwhile, Clef's rig and Lantis' sword start to glimmer...
Hikaru confesses her dreams concerning Nova and Debonair since she got back to Tokyo. Geo, worried by the loss of communication with Eagle, decides to attack. Just then, Aska's Dome reappears! Seeing that the Run-Gods are not out to battle, Aska thinks that Fuu has been defeated and calls giant Sang Yung to protect her!
Umi and Fuu continue fighting the monsters in the castle's residential quarters. Hikaru chases after Nova, who had threatened to kill Lantis. Nova finds him with Eagle, and promptly attacks! Meanwhile, Umi and Fuu are struggling against the monsters, but they realize that the black sphere is taking in the children's fear to create monsters…
Eagle, in combination with Geo's GTO, manages to break the barrier and enter Cephiro Castle. Inside, Alcyone responds to Debonair's call and allows the dark lady and her monsters to enter the castle! Selece and Windam attempt to block the GTO. Meanwhile Lantis heads for the top floor to confront Debonair at the crown room.
Hikaru has returned after reviving Rayearth's sword, but doesn't remember confessing her love to Lantis! Hikaru later bumps into him in the castle garden en route to see Clef. Meanwhile, aboard the bridge of Autozam's battleship NSX, Eagle commands for the launch of the Laguna Cannon to see how Cephiro will react. The attack on Cephiro castle has finally begun!
Fuu, held captive aboard the Dome of Fahren, is brought before Aska. Upon hearing that the Rune-God is alive, Aska begs Fuu for one of her own. Fuu gently declines, but Aska doesn't listen. Fuu suggests an archery match, saying that if Aska wins she can have her Rune-God, but if she wins, she must be returned to Cephiro.
Hikaru sits depressed, unable to help her two kidnapped friends. Seeing Hikaru so sad, Presea is determined to revive the broken sword. Nova appears in Hikau's heart and tells her that every hardship she has faced is all Emeraude's fault. Hikaru, attacked by Nova's words, slowly falls into the darkness within…
Hikaru returns to the castle, but with her sword broken, she cannot call for her Rune-God. Meanwhile, Clef's group captures Alcyone and interrogates her. Clef, feeling something more behind Alcyone's words, becomes even more concerned. Suddenly, Bravada – the mobile fortress of Chizeta – arrives at Cephiro carrying the two princesses Tarta and Tatra.
Hikaru and Lantis embarked on a journey in search of a new Pillar. Before them is a desolate wasteland so different from what Cephiro once looked like. In addition, the monsters that roam the land have grown in power. Eagle attacks the traveling pair and captures Hikaru. Lantis tries to follow, but Alcyone stands in his way!
Late that night, Umi visits Clef, to apologize for originally not wanting to become a Magic Knight. Meanwhile, Fuu and Ferio were talking about Princess Emeraude and Hikaru awakes from a nightmare, and wanders sleeplessly around the castle. She finds Lantis comforting Mira. Suddenly, Autozam's battleship NSX appears above the Sephiro castle.
Ferio greets the three girls upon their return to the castle and explains that he is the younger brother of Princess Emeraude. The three girls are reunited with their old friends Caldina, Lafarga, and Ascot. They are introduced to Lantis, the younger brother of High Priest Zagato, who recently returned home from Autozam.
Hikaru, Umi, and Fuu have been reunited with their families, but their hearts are still not at ease. The three promise to meet each other at Tokyo Tower, the place where they first met. Suddenly, with another mysterious flash of light, the three girls are whisked back to Cephiro, where Mokona and Clef await them.