The episodes of the Chrome Shelled Regios anime are based on the light novel series of the same name written by Shūsuke Amagi and illustrated by Miyū. They are directed by Itsuro Kawasaki and produced by the animation studio Zexcs.[1] Set in a polluted world where humanity is forced to live inside isolated mobile cities called Regios due to the prevalence of mutated creates known as Limbeekoon and with Military Artists who wield kei energies to fight them, the anime plot follows Layfon Alseif, a new student in the academy city of Zuellni, as he reluctantly joins the 17th military arts platoon led by Nina Antalk and his uncertain future in the city.

The episodes started airing on January 10, 2009 on TV Kanagawa and TV Tokyo. Other networks that aired the episodes at later dates include Chiba TV, Sun TV, Tokyo Metropolitan Television, TV Aichi, TV Hokkaido, TV Saitama, and TVQ Kyushu Broadcasting Co.[1] The anime adaptation of the light novels was first confirmed on March 14, 2008 in the promotional cover of the eighth Chrome Shelled Regios light novel,[2] and Kadokawa began to stream a trailer of the anime on November 25, 2008.[3]

Two pieces of theme music are used for the episodes: one opening theme and one closing theme. The opening theme is "Brave your truth" by the Japanese band Daisy × Daisy, and the closing theme is "Yasashii Uso" (優しい嘘 lit. Gentle Lie?) by Chrome Shelled.[1] Two singles containing the theme music and other tracks are planned for release on February 4, 2009.[4] Twelve DVD compilations are planned for release by Kadokawa between March 27, 2009 and February 26, 2010.[5][6]

Episode list

# Episode title Original air date
01 The Conscious City
"Ishiki o motsu toshi" (意識を持つ都市)
January 10, 2009 {{{FirstEngAirDate}}}
In a flashback as a giant filth monster, Limbeekoon, attacks a Regios, three powerful fighters wielding "Heavens Blade" begin to fight it. In the present, Layfon Alseif leaves his Regios to attend the academy in Zuellni. Meanwhile, Nina Antalk loses one of the members of her platoon, and is forced to search for recruits. Layfon arrives in Zuellni as two students start a fight, and cause a building to collapse on another student, Mayshen Torinden. After receiving a telepathic command to save her, Layfon spirits her away from the building with incredible speed. He meets with the president of the student body, Karian Loss, who forces him to enter a military arts platoon, and Nina, who witnessed Layfon saving Mayshen, recruits Layfon into the 17th platoon. Afterwards, Layfon meets Felli Loss, another member of the 17th platoon who sent Layfon the telepathic message earlier. That evening, Layfon recalls that he was one of the fighters wielding a heaven blade against the giant Limbeekoon in the past.
02 Capture the Flag!
"Furaggu o dasshu seyo!" (フラッグを奪取せよ!)
January 17, 2009 {{{FirstEngAirDate}}}
Nina recalls a combat exercise set in a capture the flag scenario between the students of Zuellni and another Regios in which Zuellni lost. Nina introduces Layfon to the members of the 17th platoon, and fights Layfon in a practice duel. While Layfon fares well, he is sent into a wall by Nina's kei blast. Afterwards, Felli confronts Layfon about allowing Nina to defeat him, and reveals that her brother Karian planned to force Layfon to enter the military arts. Layfon meets with Nina during his part time job, and Nina reveals that she ran away from her parents to learn the military arts in Zuellni. The 17th platoon enters into a capture the flag battle scenario against the 16th platoon, and fares poorly. As Nina is about to be defeated, Felli sends Nina's thoughts to Layfon, who uses a powerful burst of kei to defeat the 16th platoon members to the astonishment of the onlookers. However, Nina and Felli are furious at Layfon, Nina because he deliberately held back his power during the battle, and Felli because he didn't.
03 Electronic Fairy Zuellni
"Denshi Seirei Tsueruni" (電子精霊ツェルニ)
January 24, 2009 {{{FirstEngAirDate}}}
In Grendan, Leerin is writing a letter to Layfon when she meets a woman name Synola Leisler who notices through Leerin eyes, a vision of a creature and young blacked hair girl. Unknown to Leerin, Synola is actually Queen Alsheyra, with one of the Heavens Blades disguising as her while she’s out. Meanwhile in Zuellni, Karian secretly visit Layfon and comments about his platoons victory, him being a member of the Heavens Blade, the 12 elite warriors of Grendan and wonders why he still working at machinery even though he now has a larger scholarship fund. Layfon responds he doesn’t want the president’s “bribe” and he’s not the person the presidents thinks he is. At the machinery section, Layfon meets with Nina and he explains the reason he held back his powers as he wanted to live a different path that didn’t involve fighting due to a mistake he made in the past. Suddenly, a group of hunters have capture Zuellni, the City’s Electric Fairy where Nina chase after them but with the help of a mysterious stranger who sends all of them into another dimensions, they defeat the hunters but not before the stranger put Nina to sleep using kei.

As Nina recuperates, Harley tells Layfon an incident in Nina’s childhood that made her seek power when her life was saved by the sacrifice of her home’s Electric Fairy. As Layfon heads home, he meets Mifi, Naruki, Mayshen and later Felli who forgives him at what happen at the inter-platoon match in exchange that for now on, he must call her Felli and she calls him Fon Fon. As Felli uses her psychokinetic powers, she detects a large dragon Limbeekoon in the distance. In a flashback based on the Legend of Regios novel (which the entire dialogue is spoken in English), a man saves a girl name Saya (the girl in Alsheyra vision) as they try to escape a complex.

04 Disarmanment! Put on the Maid Outfit!
"Busō kaijo! Meido Fuku o Chakuyō Seyo !" (武装解除!メイド服を着用せよ!)
January 31, 2009 {{{FirstEngAirDate}}}
In the Legend flashback, Saya and the man who rescue her (now wearing an eye patch), have become bodyguards to a woman as they try to escape from two cars pursuing them. In the present, Sharnid takes Layfon to a maid café, much to the latter's surprise when he finds out Felli works there. Felli reveals to Layfon she works there to choose her own path. While dining at a bakery, Felli overhears Mifi, Naruki and Mayshen talking about investigating an abandoned research center which is supposedly haunted which she decides to accompany them. As they go deeper into the building, Mifi and her friends are suddenly captured by a creature and Felli is rescue by Vance, her brother’s assistant. Vance reveals the center was trying to create artificial creatures years ago as a counter to Filth Monsters but repeated failure led to the centers closure and the creature that capture Mifi and the rest maybe one of them. As Vance and Felli try to find the girls, they encounter the creature which they manage to kill it when Felli tricks it to be crush by falling ceiling debris cause by her powers with Vance giving it the finishing blow. Vance decide to cover up the incident by telling Mifi and her friends they were knock out by leaking chemicals. Layfon accompanies Felli where he finally sees her smile but gets kicked by her for seeing it.
05 The Enemy that Hides in the Land of Death
"Shi no Daichi ni Hisomu Teki" (死の大地に潜む敵)
February 7, 2009 {{{FirstEngAirDate}}}
In the Legend flashback, Sae and company are still being chase only this time by large mutant dogs. The 17 Platoon takes a day off from training with Nina and Harley watching the inter-platoon matches while Layfon goes out with Mayshen for lunch. However, the city of Zuellni falls into a ditch, attracting a large number of Larvae-Stage Filth monsters from their nest below ground. With an invasion into the Regios eminent, Karian orders all Military Arts Students to defend the city and repel the monsters despite most of them having no experience fighting against Filth monsters. As Nina leads Sharnid and the 9th Platoon to defend the North-West section of the city, Layfon asks her to evacuate since they are no match against the bugs but she refuse and ask him why won't he fight. While walking into an empty street, Layfon realizes by not helping, his friends lives are in danger. With a new resolve to fight to protect the people he cares, Layfon goes to meet Harley and ask him a favour.

True to his words, Nina and 9th Platoon's weapons barely makes a scratch against them and by night time, the 9th Platoons abandons Nina and Sharnid as more bugs appear. When one of them is about to kill Nina, she is saved by Layfon with a modified kei powered whip sword dite based on the weapon of Lintesce of the Heavens Blade. With his new dite, Layfon easily kills hundreds of Filth monster and with the help of Felli's power, locates the Queen Filth monster nest outside of the city and kill it. As sunrise appears and most of the bugs now "immobile" to the death of the queen, Layfon returns and collapses into Nina chest from exhaustion whom latter can only do but congratulate him.

06 Letter from Grendan
"Gurendan kara no Tegami" (グレンダンからの封書(てがみ))
February 14, 2009 {{{FirstEngAirDate}}}
Nina realizes her weakness after seeing that she is relying too much on Layfon and the gap of difference between their powers is too wide after losing their current inter-platoon match, which has made her reluctant to do any training with the 17th Platoon. Meanwhile, Layfon is asked by Karian to identify the Dragon Filth Monster that Felli detected in episode 3, which is a Baby-type form, a stronger variant than the ones that invaded Zuellni and agrees to kill it before the city arrives to its location and it reaches the mature stages. At the same time, he volunteers to help Naruki do police work where the latter’s official acceptance into the police force is at stake. During this time, Leerin letter arrives at Zuellni but is mistakenly delivered to Mayshen, who decides to deliver it to Layfon herself but chickens out and loses the letter which in turn is pick by Felli, who doesn’t give it him despite having the chance many times and decides to just put it under his bag in the locker room which is then found by Nina who decides to deliver to him herself.
07 Adamandite, Restoration
"Adamandaito, Fukugen" (複合錬金鋼(アダマンダイト)、復元)
February 21, 2009 {{{FirstEngAirDate}}}
Harley has created an Adamandite sword for Layfon to use on his mission to kill the Dragon Filth monster which him, Layfon and Felli keeping it a secret but their conversation overheard by Sharnid. Layfon along with Mayshen, Naruki and Mifi secretly follow Nina, where they find out she is secretly doing training at outskirts of the city where Naruki understands that she is doing it because of her feeling inferior to Layfon and wanting to become stronger but she collapse from over exhaustion and is sent to the hospital. While recovering, Layfon gives advice to Nina above using her Kei and how to become stronger before he departs for his mission. Layfon arrives at the Dragon’s nest with Felli giving him support from Zuellni where the Dragon has evolved to the first stages of maturity and fights it. Sharnid threatens Harley to reveal him and Nina on what he, Layfon and Felli were secretly doing. As sunrise arrives, Layfon has managed to weaken the monster but his Adamandite is broken but he is rescued by the arrival of Nina and Sharnid. Nina berates him for going alone to fight the monster with his weapon current state and tells him, that he has to trust and have confidence with his teammates to defeat it. With the help of everyone, the team manages to lure the monster into a canyon with Nina as bait, where Felli and Sharnid blows the top of the canyon to trap the monster where Nina is lifted out by Layfon who proceeds to give the trapped monster the final blow to kill it. In the end, Layfon thanks Nina for her guidance and hopes to work together for the 17th Platoon where they are rescued by the arrival of Zuellni city.|-style="text-align:center; font-size:100%;" 08 The Enemy of the Past, Now a Ghost Town
"Katsute no Teki wa Haito to Narihate" (かつての敵は廃都と成り果て)
February 28, 2009 {{{FirstEngAirDate}}}
Leerin meets with Linten and Savaris and is told that they will be her bodyguards for the meanwhile, because she is being targeted. Meanwhile, the 17th and 5th platoon both fight each other with the 17th platoon being victorious. Layfon gets sadden by their victories, but Nina seems overjoyed. The leader of the 5th platoon, Gorneo, seems to hold a grudge against Layfon. There is a party held for the victory of the 17th platoon. While everyone is enjoying their time Layfon leaves the party early. At work Nina discusses with Layfon about their victories and how she is very happy. Layfon tells her that he was never happy while fighting. There is an interruption from the Student Council President. The student council president orders the 17th and 5th platoon to go to a lost city which was destroyed by the filth monsters and to look around for any survivors. When they arrive Nina realizes the city is Gandoweria which they fought against and lost to two years ago. She is shocked that their city is in ruins. Layfon comments on how filth monsters are able to destroy about anything. Nina runs away to the place where they lost with Layfon chasing after her. At that place Nina is saved from being crushed by the exuviae of a filth monster by Layfon. At that moment Gorneo arrives with Shante, his partner, and tells Nina about Layfon being a Heaven's Blade.
09 The Qualifications of a Heavens Blade Receiver
"Tenken Jujusha no Shikaku" (天剣授受者の資格)
March 7, 2009 {{{FirstEngAirDate}}}
Gorneo reveals to Nina about Layfon's past as a Heaven's Blade. Much of Layfon's past is revealed, including his relationship with Leerin. Leerin is called the 'fated one' by the Queen of Grendan. Nina questions Layfon about his feelings about military arts, which he replies to only keep his survival. Nina refuses to accept his way of thinking. Later on, after a chat between Layfon and Felli, they are confronted by Nina who comes to her conclusion. She admits that she won't deny his way of thinking, but she doesn't understand it. Her conclusion is that Layfon and her shouldn't be in the same platoon.
10 Lucken's Revenge
"Rukkensu No Fukushū" (ルッケンスの復讐)
March 14, 2009 {{{FirstEngAirDate}}}
Felli finds a life form in the other city. Nina doesn't listen to Layfon's suggestions due to rejecting his philosophy of doing anything to live. More of Layfon's past is revealed. It is revealed that Gorneo's grudge against Layfon is a result of Layfon crippling Gorneo's teacher, Gahard. Layfon finds the life form as the ruined city's consciousness. Shante kidnaps Felli and then attacks Layfon. Layfon defeats her but she uses her Dite to create a spear. She accidentally thrusts it into the Selenium Reactor causing an explosion. Layfon pipes it down by firing a huge amount of kei at it. Everything later gets resolved.
11 Spa Resort Karian
"Supa Rizōto Karian" (スパ·リゾート·カリアン)
March 21, 2009 {{{FirstEngAirDate}}}
The episode starts out with Felli and her brother Karian at a pool. Felli soon spots Nina and the rest of her 17th platoon at the pool too, and Karian makes a suggestion to have Nina teach Felli how to swim, although Felli is reluctant. Meanwhile Naruki and Mifi talk to Layfon and gets him to teach Mayshen how to swim. Seeing this, Felli becomes jealous and decides to learn how to swim. After swimming Felli becomes suspicious on why the whole 17th platoon decided to spend their free time at the pool and questions Nina about it. Stuttering and obviously nervous, Nina quickly makes up a lie to tell to Felli and Felli believes it. After that Felli sees everyone talking to her brother Karian about a deal of some sort.

The next day at the pool, Nina tries to get Felli to swim but Felli refuses. Sharnid comes up with the idea to get Layfon to teach Felli. Felli accepts and her face starts to turn red and her brother Karian notices this (Karian actually notices quite a few times in this episode). After swimming Karian locks up Layfon in a room and has a talk with him and hints about him and Felli being in a relationship (although Layfon is obviously confused)and Layfon will feel his wrath if he so dares to hurt Felli. A couple scenes later, Felli and Nina are taken as hostages in the inn they were staying by terrorists. Felli tries to look for their dites but starts to become noticeable with the pink glow she gives off as she is searching. Felli and Nina retrieve their dites and take down the terrorists along with the help of Sharnid. Felli soon realizes that Nina wanted to teach her how to swim so that she would become tired and not be able to use her psychic powers with such force that she becomes noticeable. Nina and Harley start to apologize and told Felli that they were bribed by her brother Karian to do this. Felli asks if Layfon knew about this and Sharnid says that Layfon had no idea and if he did he would not lie to Felli about it. Harley notices that Layfon has been missing for a while and Felli becomes mad when she figures out her brother must have kidnapped Layfon. The next scene we still see Layfon and Karian in the room, but immediately Felli breaks down the wall, furious. She walks up to her scared brother and kicks him in the leg, supposedly breaking his bones.

12 Gentle Lie
"Yasashii Uso" (ヤサシイウソ)
March 28, 2009 {{{FirstEngAirDate}}}
The 17th platoon is seen practicing with training balls. Sharnid decides to turn it into a game, and whoever loses has to buy dinner for the rest of them. Nina loses and treats them all to dinner except for Harley. Later, Sharnid notices Din Dii is also at the restaurant and they have a little talk about their old platoon, but however Din seems angry at Sharnid. Felli and Layfon go home with each other, but suddenly Naruki brings Layfon to a crime scene where they have people using overload cornered in a garage. Suddenly the garage door opens and one of the people jump out and attacks Layfon with a Katana and then runs away. In a different scene, Sharnid is having flashbacks of his old platoon, and is following Shena. Layfon is still chasing after the unknown person and they start having a fight. Layfon's enemy seems to know Layfon really well and introduces him as Haia Salinvan Saiha. Layfon looks at his face, and notices that his tattoo makes him a part of the Salinvan Guidance Mercenary Gang. Haia tells Layfon he is the leader of the gang and is after the Haikizoku along with information that they are cousin apprentices studying under the same Saiha Style. Shena apprehends Sharnid on a rooftop and they have a conversation on why Sharnid left the 10th platoon and why he broke his vow. Layfon and Haia are still fighting, but Haia has broken Layfon's adamandite sword. However Layfon beats Haia off the roof and uses his Kei to push him into a building and make it explode. However, one of Haia's people shoots an arrow at Layfon allowing them to escape. Haia is later seen lying in Gorneo's room. In a different scene, Leerin and her father are talking with the Queen of Grendan, and Leerin asks if Layfon can ever come back to Grendan.
13 Feelings Hiding in the Barrel of a Gun
"Jūshin ni Himeta Omoi" (銃身に秘めた想い)
April 04, 2009 {{{FirstEngAirDate}}}
Starting from Episode 12, the Queen of Grendan indicates that it is not impossible for Layfon to come back to Grendan, but it is rather Layfon’s decision if he wants to come back. The Queen also indicates that Leerin’s father’s senior apprentice has died, and she seems to give him back a dite. Back at Gorneo’s room, Haia and Myunfa are introducing themselves to Shante and Gorneo and Gorneo questions their true intentions. Haia actually just actually wants information from Gorneo about the Haikizoku. Later, Harley and Layfon are seen replacing Layfon’s broken adamandite sword. Harley says it will be easier for him just to make a new one, and tells Layfon to try out a Katana due to his fighting style. However, Layfon says he can’t use it for reasons we don’t know yet. Nina asks Layfon what’s wrong with him, but then Naruki comes in and asks for Nina’s and Layfon’s help to find out more about the Overload smugglers and users. Layfon tells Felli they won’t be having practices for a while, and thus she leaves and meets Haia, Myunfa, and her brother Karian at the train station. In the next scene, Layfon, Nina, and Naruki are observing the 10th platoon (Din Dii’s platoon) and Naruki tells them that they are the Overload users. After Din’s practice with his platoon, he and Shena are seen leaving. Nina confronts Din face to face and tells him to stop using the Overload. Din says it is impossible due to the fact that he wants to become stronger. Later Nina tells the story of how Sharnid became part of her 17th platoon. Layfon, Nina, and Sharnid all go to Karian and ask him for information regarding Din. Karian comes up with a plan to disband the 10th platoon, and tells them that Layfon needs to work with Haia to stop Din. We are also told that since Layfon was taught the Psyharden Fighting Style, he could easily accomplish the task if he used a Katana instead of his adamandite sword. At the end of the episode, just before the Inter-Platoon match, Sharnid is seen dressed up in his old 10th platoon’s uniform, asking a favor from the group.
14 Haikizoku Appears
"Haikizoku Arawaru" (廃貴族現る)
April 11, 2009 {{{FirstEngAirDate}}}
The favor that Sharnid wishes to ask from the group is to leave Shena to him, and he goes into a reminiscing moment about his old 10th platoon. In his reminiscence, he remembers how their city lost the intercity match, making their former platoon leader become dejected. After seeing their former platoon leader in such a state, Sharnid, Sheena, and Din, all made a vow to defend Zuelli with their own hands. However, Sharnid also informs the 17th platoon that at the time of the vow their friendship was already breaking up, and he left the 10th platoon to try to completely break the three of them up. Thus he wants this chance to completely break them up and then try to reconnect them together again. Moments later the inter-platoon match has started, and Din is doing amazingly well as he has already broken through many of the traps set by the 17th platoon, but is feeling side effects from the Overload. Suddenly, the ground in front of the 10th platoon breaks, leaving Shena by herself. Din tells her to go on, and she does, meeting Sharnid in a 1v1 fight. Sharnid now shows his new weapons, which are two pistol dites. Shena and Sharnid begin to battle it out, and although Sharnid puts up a good fight, he loses at the end. Thus he begins to interrogate Shena about why Din is not letting her help defend Zuelli by using the Overload just as Din has been. Layfon has begun to fight with Din, and even though Din is using Overload, Layfon wins easily. Din goes into what seems to be berserker state due to the Haikizoku. Haia and his people then appear and have Din captured, so that he can get the Haikizoku. Layfon, in order to stop Haia, asks Haia to a duel the Psyharden way. While Layfon is dueling Haia, Sharnid and Shena are going to Din’s location to try and get the Haikizoku out of his body. They get caught up with Myunfa in a tiny skirmish, but win. Finally Shena talks to Din about the past, telling him she loved him, and that Din has done enough already.
15 Unreaching Feelings
"Todokanai Kimochi" (届かない気持ち)
April 18, 2009 {{{FirstEngAirDate}}}
Nina informs the 17th platoon that they are going on a trip in which they can practice inter platoon matches. When they arrive, they notice that Mifi, Naruki, and Mayshen are the hosts of the trip, and they have been sponsored by the Weekly Look On. Later Mayshen is seen working in the kitchen, and Layfon decides to help her out. Felli sees Layfon and Mayshen talking and becomes curious. Suddenly, Nina walks over too and sees Layfon with Mayshen. They both decide to help, but they remember they cannot cook well. Sharnid randomly appears and shows them a peeler for vegetables. Nina and Felli both start fighting over it. However, once Nina wins the fight, Layfon tells them they are already done. A few scenes later, Naruki is seen practicing with the 17th platoon. The 17th platoon does not have enough members though and cannot do a formal platoon match. Thus they decide to have Layfon face everyone else. Layfon takes out everyone with ease and wins. Later everyone is having dinner, Layfon compliments Mayshen's cooking but however Nina remembers that she has tasted food like this before. They finally realize that Layfon has been sharing Mayshen's sandwiches with Nina. Mayshen becomes really sad and leaves the room. Nina then scolds Layfon. After a while, Layfon receives a letter telling him to meet up at a certain place. Layfon meets Mayshen and apologizes and tells Mayshen a little about his history. However the bridge they are on starts crumbling, and Layfon takes Mayshen and starts running. Layfon slices through all the falling rubble, but the whole bridge crumbles. Mayshen seems to be safe, but Layfon is injured pretty badly. However Felli finds them with her psychic powers.
16 Zuellni Rampage, Filth Monsters Attack
"Tseruni Bōsō, Osenjū Shūgeki" (ツェルニ暴走、汚染獣襲撃)
April 25, 2009 {{{FirstEngAirDate}}}
Zuellni has gotten out of control and required Nina's attention. Leerin wishes to go meet Layfon in Zuellni and the Queen sends her Savaris as protection. She also receives a DITE-like object to deliver to Layfon as proof that he has mastered the arts of the Psyharden. Felli and Nina visit Layfon in his hospital room but Felli becomes jealous when she noticed that Nina came first and delivered a larger amount of flowers that she had and simply leaves the room saying cruel remarks and kicking Layfon's bed. Sharnid asks Shena to join his platoon in order to fill in for Layfon in the inter-platoon match against the 1st platoon. She agrees and helps them. During the match, their actions were predicted and they were overwhelmed. Shortly after Layfon's dismissal from the hospital, Karyan asks him and the Salinvance Guidance Mercenary Gang to destroy the incoming filth monsters that the city was heading towards.
17 The Salinvan Guidance Mercenary Gang Goes To Battle
"Sarinban Kyōdō Yōheidan, Shutsujin!" (サリンバン教導傭兵団、出陣!)
May 2, 2009 {{{FirstEngAirDate}}}
Shena and Platoon 17 are disappointed by the fact at how badly they lost against the first platoon in the inter-platoon match. Karyan asks the assistance of Layfon and the Salinvance Guidance Mercenary Gang to move ahead and destroy the filth monsters that the city was about to encounter. Layfon asks for a request and sends a message to Nina. It stated that if she wanted to follow, she was allowed to do so. She declines the option to follow and instead goes out to find Zuellni (the electronic fairy) and see what was wrong with her. Nina goes down into the machinery area and enters an already open door that leads into a chamber with Zuellni trapped inside a crystal and Gandoweria's Haikizoku above her. She questions the haikizoku and it simply states that she has an incredibly strong will and it wishes to possess her. Despite Nina refusing it, she was possessed and sent somewhere else. Layfon and the Salinvance Guidance Mercenary Gang ride out towards the Filth monster nest while being followed by the 17th platoon and Shena (as requested by Layfon). Layfon wishes the 17th platoon to watch and record how the Salinvance Guidance Mercenary Gang fights because he wants to fight with his platoon in the future. Layfon's injuries cause him a few troubles, but he still manages to get the job done. Back in the city, Karyan sends a search team to find Nina and is informed that she simply "disappeared". Layfon, the 17th platoon, and the Salinvance Guidance Mercenary Gang ride back into town (to be informed with Nina's disappearance).
18 Nina Disappears! Emergency at Zuellni.
"Nīna Shōshitsu! Tsueruni Kinkyū Jitai" (ニーナ消失!ツェルニ緊急事態)
May 9, 2009 {{{FirstEngAirDate}}}
Nina Antalk disappears after acquiring the Haikizoku of Gandoweria. She re-appears in the Academy city of Myath and meets Leerin Mafes. Leerin invites Nina back to her place and notices a giant glowing orb full of red birds. Nina was able to see it as well and immediately went after it. Leerin then travels towards a crowd where information of an incoming attack with Filth monsters was being spread. Leerin is then taken away by Savaris to a safer area, however, along the way, she chooses to go towards the giant orb and frees the birds and the city's Electronic Fairy along with the help of Roy. After saving the electronic fairy, Roy is shown to have ill intentions. As Nina was going after the glowing orb, she encounters the wolf men who wish for her to join them knowing that she possesses Gandoweria's Haikizoku. Meanwhile, in Zuellni, Layfon is sent to battle constant Larvae-stage filth monsters as the city encounters more along its path. He is then talked into resting by Karyan. Karyan then reveals to the public that the city is encountering filth monsters and gives a speech on how they must stand and defend it. Earlier before, Felli was shown to have collapsed from over-usage of her psychokinetic powers and was resting like Layfon. During Karyan's speech, Layfon was looking out through the roof of the building he was resting in and meets Felli as he was about to return. Felli states that she will "do anything as long as he wishes it" (which reveal her feelings for him as well). Layfon declines the offer of her using her powers to locate and count how many filth monsters are in the vicinity.
19 Guided Encounter
"Michibikareta Deai" (導かれた出会い)
May 16, 2009 {{{FirstEngAirDate}}}
Nina is fighting the hunters that are after Myath’s Electronic Fairy, while Leerin is trying to transport the fairy back to the proper location. In a different scene Sharnid and Shena are observing the Kei-Ra Cannon, and Sharnid gives a few hints that he likes Shena. Back to Leerin again, Roy is seen chasing her and almost has her captured, but when she starts taping the floor repeatedly, it causes Roy to recall memories of him fighting a Filth Monster, and the fear that came with it. Nina jumps in and helps Leerin, but Roy runs away anyways when he sees that Nina has the Haikizoku in her body. After that, Nina informs Leerin about here old city Riggzario and how her city could give birth to new Electronic Fairies. Roy is still running away in the streets, and he sees a filth monster trying to break through the barrier. Savaris trips him and cripples his leg with Kei and hints about letting the filth monster in. Roy is thoroughly frightened of the filth monster and begs for help, and Savaris destroys it easily. Dixerio Maskane shows up and has a small skirmish with Savaris and gets away. Leerin and Nina have a talk, but suddenly, Nina starts to feel pain from the Haikizoku and the Electronic Fairy Myath tells Leerin to pray. While praying, Leerin sees what seems to be Saya, who says she will help her with her powers. Back at Zuellni, the Kei-Ra Cannon has been charging, and they fire it at the group of filth monsters and then charge in to fight. Karian talks to Layfon about what he fights for, but suddenly Felli senses the Electronic Fairy of Zuellni right above them. In a different scene, Nina is talking with Dixerio who she met earlier and are both watching the Legend flashback. He tells Nina that Leerin has the origin of the Electronic Fairies inside of her, and Nina should try to defend her.Dixerio then cuts the rope they are standing on and Nina is seen falling from the skies above Zuellni. Zuellni’s Military Artists are fighting the filth monsters and are struggling with the number of them. However, Layfon joins the fight, and shoots himself into the sky with his dite, after killing a few filth monsters. Layfon and Nina see each other and they both hug.
20 Night Before The Intercity Match
"Toshisen Zen'ya" (都市戦前夜)
May 23, 2009 {{{FirstEngAirDate}}}
Nina finally returns to her comrades, but cannot explain away to her members what occurred while she was in Myath, including the existence of the Haikizoku residing in her body. Haia, frustrated with the feeling of inferiority he has harbored against Layfon, resolves to challenge him to a duel. While Felli openly sulks over Layfon's return to normalcy over Nina's unexpected return, criticizing Nina's evasive attitude and berating Layfon's calm acceptance over this fact, Haia makes her the bait for his long-awaited duel with Layfon. Layfon is sent a message from the Salinvan Mercenary Corps regarding the conditions to get Felli back. Myath draws closer, and the night before the Intercity Match, Layfon prepares for a confrontation with Haia even as Leerin finally steps inside Zuellni.
21 Felli Stolen
"Ubawareta Feri" (奪われたフェリ)
May 30, 2009 {{{FirstEngAirDate}}}
Haia and Layfon begin their battle and Layfon gains the upper hand until Haia unleashes his fearsome attack and turns the tables. Felli manages to get out of the prison and witnesses the battle between Layfon and Haia. Layfon is injured from Haia's attacks but manages to defeat him. Back at the city Zuellni, Nina and the rest are ready to face their opponents, Myath, but for some reason Myath changes its course and turns back. Many are shocked at this including Karian. This sudden movement, however, turns out to be due to the Lance Shelled City Grendan approaching Zuellni, and the remaining 9 Heavens Blade Wielders finally appear.
22 Invincible City Lance Shelled Regios, Grendan Approaches
"Muteki no Sōkaku Toshi Gurendan Semaru" (無敵の槍殻都市グレンダン迫る!)
June 6, 2009 {{{FirstEngAirDate}}}
While Layfon lies unconscious in a hospital inside Zuellni, Leerin and Nina get a chance to briefly talk. Here it is revealed that Nina is indeed continuing her struggle against the Haikizoku currently residing in her body. Leerin confronts Layfon about his unexpected decision to remain active in battles despite his initial resolve to turn over a new leaf, revealing in the process her encounter with Nina inside Myath, which piques Layfon's interest. In the middle of their discussion, Karian Loss contacts Layfon to inform him that Grendan is getting closer and preparations are being made for the worst case scenario of the two cities battling one another. Leerin begs Layfon to come back to Grendan with her, but her offer is declined by Layfon, who sets out to meet with the rest of the seventeenth platoon as per Karian's orders.

Meanwhile, Gorneo reunites with his brother Savaris, but the meeting is not a joyful one, as Savaris' intentions of capturing the Haikizoku are confirmed. Savaris coldly tells Gorneo of his respected upperclassman's fate as a Filth Monster whom he eliminated. His harsh comments and pointed remarks about Gorneo's own mediocrity anger Shante, and when he leaves Gorneo loudly weeps for his upperclassman's demise. Inside Karian's office, Layfon relays the information he received regarding Nina's disappearance from Zuellni, at which point the rest of the platoon find out that Nina is housing both the Haikizoku and Zuellni inside her body. Karian concludes that the only method available to stop Zuellni's rampage is to forcibly extricate the Haikizoku from Nina's body, but everyone is reminded of what happened to Dinn, the tenth platoon's leader, when this was attempted. In the midst of the platoon's shock, Nina makes her way outside of the city, uncertain of what the Haikizoku means to make her do.

23 Pieces of Ignasis
"Igunashisu no Kakera" (イグナシスの欠片)
June 13, 2009 {{{FirstEngAirDate}}}
Layfon searches for Nina only to discover that Savaris has his ulterior motives. Meanwhile, the city continues to suffer from casualties done by the fiflth monsters. Felli is not to be found anywhere.
24 The City That Is to Be Born
"Taidō Suru Toshi" (胎動する都市)
June 20, 2009 {{{FirstEngAirDate}}}
Layfon fights with Savaris to rescue Nina. However, the haikizaku infests Savaris and gives him power to defeat Layfon. As the other Heavens Blades are busy with the Wolf Mask Gang and the Filth Monsters, Saya chooses Layfon as her heavens blade and the pysharden katana are both in his hands while Zuellni faces destruction. The heavens blade and the pysharden katana become one blade and Layfon defeats the Filth Monster with it. Zuellni escapes destruction.


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