Mukuro suggests using Michael to unlock Shido's memories of the Spirit of Origin, but he is unable to remember anything beyond a small vision of Phantom and the effort causes him to collapse.

When he awakens, he and Kotori agree not to use Michael on Mana, as they fear that she will remember her past trauma when she was experimented on by DEM, the same way that happened to Nia.

The next day, one of Kurumi's clone, acting independently from her master, informs Shido and Kotori that DEM plans a large scale attack on Ratatoskr.

The next day, Ratatoskr confronts DEM's fleet in the skies above Tengu City, with the population taking refuge in the underground shelters after getting warned about a spacequake.

Ellen and Artemisia enter the battle and Woodman wants to intercept them, even if it means putting his own life in danger.

In an attempt to stop him, Karen, his assistant, admits she is in love with him and suggests that they should perhaps flee from the battle and start a family someplace else.

Tohka, Kaguya and Yuzuru distract the Nibelcolle army long enough for Shido to arrive at the battlefield and enact MARIA's plan to stop them.

There, he explained the situation to his sister Mana, who agreed to let the Spirit stay, and Shinji names her "Mio Takamiya".

Onboard Fraxinus, Reine reveals herself to be just another part of Mio, sent to observe Shido's progress in collecting the Spirits' power.

Mio uses her Angel, Ain Soph Aur, to extend an enormous energy field that neutralizes the Nibelcolle army and incapacitates several combatants in both sides, including Mikie Okamine.

Woodman admits that he never wanted to hurt his friends' feelings, but upon watching the Spirit of Origin for the first time, he became incapable of using her in service of their goals, and Karen willingly chose to follow him.

Long ago, Westcott, Woodman, Ellen and Karen lived together in a remote village populated by mages.

Isaac's friends agreed, Ellen and Karen because they wanted to avenge their family and Elliot because he thought a society of mages would be the best way to protect themselves.

Their experiment to create such an entity caused the first spatial quake in history and gave birth to Mio Takamiya, the Spirit of Origin.

In the occasion, they recognize Kannazuki as a former member and the most skilled pilot of AST, and are surprised that Kotori managed to keep him under control despite his antics.

Mio responds that she really considers Kotori her best friend, but is willing to sacrifice everything to revive Shinji, and thus kills her and claims her Sephira.

This time, however, Shido refuses to lose hope and continues fighting until Kurumi's last surviving clone arrives to assist him.

Banding together with the other Spirits, Mio and Shido helps to wear down Westcott, aided by MARIA, whom has gained a physical body thanks to Nia's Angel Raziel, as a counterpart to the Nibelcoles.

Using each of their Angels to launch a full scale attack on Westcott, they manage to wear down his body to the point of losing control of his powers.