Synopsis
Leukocytes: 檻 Ori
After an unexpected turn of events, Funeral Parlor, aka Undertaker, are forced to carry out their attack plan against the Leucocyte, despite their major loss in troops. Shu, who is a vital part of the attack plan, decides to pull out of the mission without any prior notice. What will be Undertaker's next step? And will Shu change his mind after he learns more about Gai and how he really thinks?
Full Plot Summary
Opening theme:
"My Dearest" by Supercell
At the Funeral Parlor's base, Tsugumi tells everyone that Leukocyte just fired at Point Delta where Gai is. Keido explains that Leukocytes are a constellation of Queasi-Zenith Satellites and that it can strike anywhere. Gai reassures that he's okay, but their reinforcements and supplies are wiped out with Kyo dead, and he tells them to begin their operation. As Funeral Parlor prepares in the rain, Gai tells them that their target is the Leucocyte control facility at the base of Tsukidase dam. Kenji reveals the Leukocyte and the control device which is below the dam. He explains that the core must be manipulated without being touched. Gai tells his troops that this is where Shu and Kenji come in with their abilities. When Gai talks about the casualties and percentages, Shu interrupts him by rephrasing that everyone has a one in three chance of survival, but Gai responds that they have to keep fighting and that he bears responsibility. Shu says that he is going to pull out of the operation which Arugo grabs Shu by the collar.
Later, Inori finds him staring at the transmitter by the trees. Inori persuades him to do what she says after she stops him complaining. At the dam, Seiga shares a few words with Keido, and Daryl yells at a scientist for treating him like a child. Seiga talks to himself about how Shu's powers show him love as he plays with his cell phone. In the recovery room, Gai remembers Kyou's last words and how she smiled about dying first before Gai shoots Kyou. Gai talks about how he is not special, and then he realizes that Shu was eavesdropping on him. Shu shares how he is disappointed in Gai and doesn't want to hear those words. Yet, Gai replies that he lose confidence and lets people spoil him. When Gai talks about Inori, Shu attacks Gai, and after Gai pushes Shu down, Shu delivers a blow to Gai's face. Without flinching, Gai asks Shu whether if he can bear the weight of everyone's lives. Gai wants to be worthy of everyone's feelings, and he struggles to pick up his cross. Shu hands him his cross back and agrees to help him.
As the sun sets, Gai signals everyone to begin the operation. Funeral Parlor storms into action and heads to the dam. Seiga calls in the enclave. After Daryl destroys a truck, Ayase engages Daryl who grabs Ayase. Ogumo fires a rocket to free Ayase. Inside the dam, Gai, Inori, and Kido head towards the core. Inori tells Gai to keep going while she handles the troops by herself. Shu is shocked at how Inori kills the troops without hesitation. Kido reminds Shu that this is war and offers his Void to him by opening his shirt.
In the control room, Seiga tells his men to swa as he goes out to fetch someone. Meanwhile, Shu arrives at the center. Shu waits for the right moment to shoot, but Daryl interrupts them. Gai throws a flash grenade, so he can get on the top of the Enclave to shut it down. In the struggle, the core has been shot. Now, Leukocyte 1 is falling towards Tokyo. In an elevator, Gai asks Shu to give him the pen that Seiga gave Shu. Suddenly, Seiga arrives in front of them. Gai makes a deal with Seiga that he will save them from the falling Leukocyte if Seiga agrees to erase all data on Shu. Gai explains how the pen is able to shoot down the Leukocyte, yet Shu realizes that the person will get shot. Inori hears Shu's wish to save Gai and everyone. Shu agrees, and Inori's Void takes on a different shape. Shu uses the new Void and powers the weapon for thirty seconds. At Tsugumi's signal, Shu fires and destroys the satellite.
After things has been settled down, Shu and Gai shake hands while Keido receives reports about "her" waking up.
Closing theme:
"Departures: Anata ni Okuru Ai no Uta" by the fictional band Egoist
Points of Interest

Guilty Crown End Card Ep. 6
Seiga's cell phone has the words "Love" displaying on the back of it.- Kyou's last words: "I'll remember my whole life...that you told me you liked my voice...Gai-san."
- Ending Theme Song Changes: