" 'Among the planets shining faintly, the spirits of the dead gather with some shining,' an ancient space traveler once wrote when describing the sadness of the planet's light." - Narrator
This episode begins with a flashback recounting the last moments of Filament. The wealthy citizens are welcoming the return of a member of the royal family who has gone away and returned with a cyborg body. As they celebrate, the poor citizens are working diligently in the fields so that they too might be able to afford a cyborg body one day. Suddenly, a pink aura engulfs the entire planet and it is destroyed.
A member of Filament's royal family
Back in the current timeline of the series, the GE999 is on its way to the Silver Valley when Tetsuro and Maetel see a train pass by with mysterious figures onboard. Tetsuro is frightened by them and notices that the temperature has dropped significantly. The Conductor enters their train car and tells them that this has occurred because the GE999 is passing through the Sea of Clouds. Still curious about the mysterious train, Tetsuro asks the Conductor for information about it but the Conductor isn't aware of it and tells Tetsuro that he must have been dreaming before leaving the car.
Maetel reads while Tetsuro notices the mysterious figures
Later, Tetsuro excuses himself to the bathroom and approaches a train car on his way there. Inside, he notices that it is filled with the mysterious figures that he saw before. As he tries to back away, the figures call out to him and drag him into the car. A green hooded woman approaches him and asks him if he is traveling alone. Tetsuro tells her that he is traveling with Maetel and the woman responds saying that she must ask Maetel if she will give Tetsuro to him. Tetsuro says that Maetel will definitely say no but the woman insists on following him back to his train car. Once there, the woman refuses to accept Maetel's decision to not give Tetsuro away and seems contempt with with using brute force to take him. Meanwhile, the computers of the GE999 have noticed the sudden influx of new passengers and alerts the Galaxy Railways Space Defense Force. The SDF arrives to save the day but is quickly gunned down by the mysterious figures and forced to retreat. With no defenses or way to battle against the woman, Tetsuro is forced to go with the woman into a blinding light.
The ghosts of Filament attack the GRSDF
Once there, Tetsuro is surrounded by other mysterious figures. The woman tells him that they are spirits of the people who died when Filament was destroyed. The woman then calls out to her son and tells him to enter Tetsuro's body so that he may have a physical form and receive a mechanical body. The boy is hesitant to do so and eventually refuses. The woman and her son return Tetsuro to the GE999 and apologize to Maetel and Tetsuro. When asked why he was spared, the young boy tells Tetsuro that he reminds him of how he was when he was still alive and that he couldn't wipe out a life so similar to his own. Afterwards, they leave the GE999 and return to the blinding light in space.
Tetsuro is surrounded by the ghosts from Filament