Mai and her friends have their cake baking contest organizaed by Midori Sugiura but the contest is interrupted by an Orphan. Takumi is attacked by another Orphan and it turns out Akira Okuzaki is a HiME — and a girl. She saves Takumi, who throws a birthday party for Mai.

Alyssa destroys a bridge with a shot from heaven, and the Searrs group sends in its personal army and takes over the school, looking for HiMEs. Nagi and Mashiro then gather the HiMEs in an underground cavern.