The Exelion prepares to jump through hyperspace. All the girls and guys are confined to their quarters during the mission, but Noriko loses a dare game, and has to wander off in the dark. She is surprised when a person shows up, but it turns out to be a charming guy named Toren Smith, who befriends Noriko. They get into some minor trouble for being out, and as punishment, they have to polish the lenses for the laser cannon array. But then the Exelion gets a surprise fly-by by the enemy. The fleet goes after them for a large battle at Leaf 64. Toren offers to be Noriko's partner for the next battle, since she has fallen out of favor from Kazumi. But trouble arises as they get overwhelmed by the sweeping enemy.

The fleet advisor tells Captain that the aliens are going to attack Earth. Coach has been training Noriko, but Jung wants to test Noriko by challenging her to a duel. Noriko is still shaken from the death of her comrade and breaks down when they are outside. As the fleet is preparing to jump back to Earth, hoping to hide their trail in subspace, they are suddenly attacked by the aliens and everyone scrambles for their mechs. Noriko is benched for the battle. Things look bleak as most of the defense forces are wiped out, but Noriko manages to get out of her rut and moves to pilot the force's super prototype mech called Gunbuster.