Keith encounters Lily and the sick Guin. Excavation continues on the spaceship, which Sid hopes to keep secret from Luziana. Will meets Dianna (Kihel) and is brought into the Dianna Counter forces. Kihel (Dianna) cries upon breaking a picture of her and the original Will Game. Will and Poe fight the Suicide Squad and Militia forces. Sochie joins in, piloting the Turn A Gundam. During the battle Will is killed.

Aired on: 7/15/1999