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Episode Title: A Heartache Tonight.
Episode Description: With the Mitsuido Bank robbery a bust, Sayaka takes her anger out on Todou for his cowardice. In order to get back in her good graces, Todou hatches a plan to lure of the new members of Exters to deliver the AIES to Makuhari. Sayaka accepts his offer and warns him not to disappoint her again. Back at school in the Etiquette Club, Rie rides Saori, Shihoko and Kanami like a drill sergeant to make them stronger and powerful pilots. Nearby, the robbers from the Mitsuido heist are joined by another man and Todou steps out in a priest's outfit. The next day, Saori heads off to school alone and is confronted by Todo's gang who try to rape her until Todou assaults them and knocks them down. Saori is immediately awe-struck with Todo who introduces himself as "Brother Gilbert". At school, Todou becomes the substitute teacher and easily gains Saori's trust. She hoped to kiss him to repay him for saving her life, but instead Todou slips a drug into her mouth which has hypnotic effects. Soon, Saori was ordered under hypnosis to retrieve the AIES from her Battle Skipper and bring it to him and to make sure to dispose of anyone who interferes. However, the remaining Exters snap Saori out of her trance and explain Todou's deceit. Infuriated that she was used, Saori unleashes her anger on Todou, but not before his men destroy the base and rescue him. The Exters chase the Makuhari Battle Skippers all over Tokyo and Saori decides to use the AIES combat software to pay back Todou. However, Todou has tricks up his sleeve as well as his Battle Skipper and 3 other Makuhari Battle Skippers form a giant robot. Reika and Rie use their own Battle Skippers to form a powerful ring of energy to destroy the giant robot and force Todou and his men to retreat. Back at their ruined base, Reika reveals to the Exters the true base known as "Josephine Rose".