Satellizer el Bridget, who has retained the first rank of her class, has become rank two, due to her defeat at the Carnival to the Angel of Confinement, Ganessa Roland. Kazuya Aoi, feels responsible and wants to apologize to the Untouchable Queen. However, he is requested by the student council president to transfer, if he values his life.
Kazuya Aoi ignores the warnings and continues to touch "Satellizer-Senpai." While Satellizer asks Aoi to leave her alone, Ganessa Roland provokes and challenges Satellizer to a duel. The Untouchable Queen wins initially. Humiliated, Ganessa switches into Pandora Mode, which is forbidden outside combat, on school grounds and beats Satellizer up.
Just before Ganessa is about to cut off Satellizer's right arm, Kazuya interferes on behalf of the latter. A drop of Kazuya's blood has reached Satellizer, which activated her own Pandora Mode, thus enabling her to defeat Ganessa. Two staff members--Yumi Kim, training instructor and Elize Schimitz, school doctor--end Satellizer's Pandora Mode, thus ending the fight.
Kazuya settles into his room and meets his roommate--Arthur, who is also Ganessa's younger brother. Kazuya is determined to apologize to Satellizer. At the same time, Kazuya has attracted the attention of Kannazuki Miyabi, aka the Limiter Hunter, who plans on "baptizing" him.
- Eyecatches: See all eyecatches here. The eyecatches for this episode feature Ganessa Roland: