Fire Bomber performs a concert in the city. A new threat has infiltrated the city. All over the city, strange men with masks have been attacking people to steal their Spiritia. The defence force, the Diamond force in particular, protest Basara's constant interference during battle.

Ray takes Basara's Valkerie to the UN spacy for repair. Akiko tells Mylene about how she and Ray met and about his past as a fighter pilot. Ray is injured in a Varuata attack, but goes against doctor's orders to return Basara's Valkerie.

To help with the moral in City 7 Milia arranges to have a "Valkyrie Carnival" where citizens can see old and new Valkyries and Destroids. Hoping to fortify the military, she also holds try outs where people can test their skills in Valkyrie simulators. Things get out of hand when a Varauta attack spills over into the Carnival.