"Okay, we need to get you some clothes, stat." Shantae said, covering her eyes.

"Desperate times call for desperate measures." Weisz said. "Rebecca, gimme your skirt."

"Not a good idea." DW typed. "Right now she's a little drafty under there."

"Gyah! Why'd you have to remind me?!" Rebecca sat down in embarrassment.

"There's a warehouse that has clothes you can use." One of the rebels said. "And it has weapons. While you're in there, could you get us some spare ammo?"

"Sure thing." Starlight nodded.

"Hey, whatever happened to Shiki and Homura?" Weisz asked.

"This might be hard to swallow, but here's what you missed…" Starlight started explaining on the way to storage.

Up in the Luxury District meanwhile, Shiki, Jexi, David, Hope, and the Co-Leaders were still fighting Kurenai in her Dragoon, Shiki himself struggling to hold back one of its fists, even though he was using his Ether Gear.

"Let's see how much weight your human body can endure while being crushed to death by my Dragoon!" Kurenai laughed.

"Why can't I make this robot any lighter?" Shiki asked.

"Because your gravity power stems from Ether Gear, and the Kurenai Dragoon just so happens to have Ether Coating." Kurenai explained.

"Ether Coating… That means it's resistant to Ether Gear attacks. We'll have to bring it down some other way." David said.

"Well if I can't change the gravity of the robot…" Shiki said. "I'll just have to make the ground heavier!"

Shiki did so, making the ground crumble as everyone fell through the giant hole made, plummeting towards the Labor District below.

"The Labor District?" Hope asked. "It was right underneath our feet from the very beginning!"

"Incoming!" David called out from above.

Thankfully, everyone crashed into the district with no bystanders around, managing to damage Kurenai's mech in the process.

"Seems the boosters are destroyed, but the mainframe is still intact." Kurenai said recovering.

"Starting to get excited? Now that we're here, you're closer to Homura!" Shiki declared. "We're taking you to her no matter what!"

"Hmph, what will you be expecting? A touching reunion or will she take her anger out on me?" Kurenai asked.

"Oh no, you're not getting off that easy." David said. "You refused to acknowledge her as your daughter. I'm pretty sure she can care less what happens to you."

"Then what is the point of this nonsense, if she doesn't care?" Kurenai sneered.

"As I said, that's why we're bringing you to her. So you can ask her that yourself." David said.

"Besides, we're just doing what Valkyrie wanted." Shiki said.

"*scoff* Listening to the words of a dead machine." Kurenai said to herself. "It's brats like you who are ruining the world with ideals and delusions, you all should just grow up and face reality!" she said, attempting to punch them.

"You're the one that needs to face reality!" David said as his arm coated in ice in an attempt to block her.

"You think the adults stuck looking at reality are making the world any better?" Jexi asked as he landed a punch on her, causing an indent.

"W-What?! How did-" Kurenai said in shock.

"You have an Ether Coating. Unfortunately, I don't have Ether Gear." Jexi said as the fist he used was bleeding. "You made this planet a horrible place. Look at this place! The only reality here is death and despair."

Back with the others…

"So Valkyrie's really…" Weisz said in shock.

"Unfortunately, yes." Laura said.

"Damn. I know Hermit was looking forward to seeing her." Weisz said as he entered a changing room.

"Yeah…so was Homura." Rebecca said sadly.

"I know this'll sound a bit harsh, but right now we need to focus on the situation at hand." A2 said.

"Yeah." Ajna said. "Something up with Happy-2?"

"I think I'm out of Ether." Happy-2 said.

"Don't worry. I'll make use of the guns here." Rebecca said.

Weisz reached for the door out, but couldn't open it. "Hey! I can't get the door open!"

"What? Why?" Sunset asked.

"Because I just sealed all of the inner doors in this storage facility as well as all the weapons. Just comply, and there's no need for trouble." a voice said as the group turned to see Nino.

"Nino?" 2B said.

"Others?!" Nino said.

"What are you doing?" Sunset said.

"Like I said. I'm sealing away the weapons on Lady Kurenai's orders." Nino said.

"But…then no one can fight back." Twilight said.

"Yeah…I think that's kind of the idea." Nino said. "I've told you all 2 things: I work for Madame Kurenai…and that anime can save the universe."

"So you're okay with letting innocent people die?" Kampan asked.

"What are you talking about? Everyone here is a criminal." Nino said.

"That is bull, and you know it. Shiki and Homura did what they thought was right, stopping those robbers." Aya said.

"No one is exempt from her justice. Those two used violence, doesn't matter the reason why. Look, I was only asked to shut off the armory so if you stay out of the way until the battle ends, then I'll turn a blind eye." Nino said.

"Sorry Nino…but that isn't gonna fly with us." Zero said, putting a hand on his saber's handle.

"I really didn't want to fight any of you. But you leave me no choice!" Nino said as four arms appeared behind him as lines appeared on his arms. "The Anime Warrior Nino, Fist of Heaven will crush you."

"He's using Ether Gear." Jet said.

"This is the power…of my Soul Arms!" Nino said throwing a punch as one of the arms went at Rebecca as she dodged with the fists creating a large impact center.

"Are you trying to kill us?!" Starlight asked.

"Actually, I'm holding back quite a bit against you all!" Nino said attacking again.

Rebecca fired at the arms only for nothing to happen.

"Sorry…but guns don't work on me." Nino said as a straight punch was coming right for Rebecca.

"Rebecca!" they called out as the fist went at her. However, she was falling back with her legs glowing.

"Damn it. How did I miss her?" Nino said.

"Her legs…she's…she's using Ether Gear!" Jet said.

Jet was right. The markings of ether gear were lining Rebecca's legs, her shoes and part of her pants up to her knees destroyed upon its activation.

"What just happened? Did time…no…normally I can sense this stuff but…it's different. What sort of power is this?" Simon pondered.

"Now…I'll use this power with all I got!" Rebecca said as she dashed at Nino. "Wibble Wobble Ruby Bobble! Season 2, Episode 6!"

"The one where a man is brainwashed by a lady." Nino said.

"And Ruby breaks the hypnosis with her kick!" Rebecca said as she leaped into the air.

"It's the highest-rated episode where she finally breaks the hypnosis." Nino said.

"Anime…is going to save the universe! Meaning it can save you, Nino. As well as this planet! Now…Bellholy…Slash!" Rebecca said as she landed the kick, sending Nino crashing right into the wall.

"That's the original name of the attack used in the manga! Well done!" Nino said.

"It was called Bellholy Kick in the anime but I liked the manga name better." Rebecca said.

"Yeah…the manga is always better than the anime." Nino said.

"Except for this show." Rebecca said as Nino collapsed onto the ground, defeated. "Looks like all those baths paid off. My Ether Gear…Leaper."

"Leaper…nice!" Eddy said.

"Hmm…" Sheer said. "This power…maybe it will save the universe someday…maybe more." he said as they headed out.

Meanwhile…

Homura was still kneeling in front of Valkyrie's body before Mark and Ace walked up to her. The two said nothing at first, merely sitting down beside her as the sound of battle echoed in the distance.

"What am I doing? I need to…" Homura said before she collapsed.

"Well…seems the slow-acting paralyzing agent is finally taking effect." a voice said as the final member of the trio, Garrot, appeared with his whip. "Never would have guessed you were Lady Kurenai's daughter. Guess you do resemble her in the face."

"You must be really stupid, doing that in front of us." Mark said as he and Ace jumped to their feet.

"Hmm…sorry, but guys aren't my style. But Lady Valkyrie here…" Garrot said, walking over to her body. "She's got a special place…in my pants." he said laughing before he whipped off her head.

"You've got some nerve." Ace said, putting his sword next to Garrot's neck.

"Hahahah! Funny…that's what that girl said. The one they call Rime." Garrot said.

"How do you know that name?" Ace said.

"Easy…I beat up that bitch as much as I liked." Garrot smiled. "Have a look!" he said pointing to the woman in question, tied up to a post. "She said some crap about looking for some guy named Spade. Like I care what she wants."

(Cue- Succession of Witches- Ff8)

"Is that really what you believe happened?" A female voice asked as they looked up to see the same woman floating up.

"Uh…this again." Garrot said as he whipped her across the face. "Just shut up! You can't even move cause of the paralysis."

"You really wanna die today…don't you?" Mark said.

"She is a friend of Spade…just as Valkyrie was my teacher." Homura said.

"We won't let you do as you please!" the three of them said as multiple swords appeared in the air.

"The heck is this?" Garrot said.

"Untie…that woman. This man…is mine!" Homura said as multiple Soul Blades came at Garrot.

Mark and Ace ran over as they went and untied Rime.

"Rime…you all right?" Mark asked. "Sorry we kept you waiting."

"Don't mention it." Rime said before they saw Homura bound up by Garrot.

"Oh no!" Ace said before she stopped him.

"Don't act…their fight is already over." Rime said.

"What do you…?" Mark asked as the two looked up. "Oh…"

"If anything should pierce you…it is Lady Valkyrie's sword." Homura said.

"Yeah right. Valkyrie's sword is…" Garrot said before seeing it gone.

"He didn't realize it, but the attack was a distraction to dislodge that blade." Rime said.

"But where did…wait…did it even land?" Garrot said before the sword came flying down, piercing through Garrot's chest, taking down the last of that trio.

"Thanks teacher. Even after death…you've found a way to save my life." Homura groaned.

"Well done." Rime said. "I see much promise…in a swordsman like her."

"It was…all thanks…to teacher. No…it was thanks to all of you. It was through their words that I was able to get up. You all…give me the strength to carry on, my dear friends. And Valkyrie…she isn't really gone. She's alive. Inside my heart." Homura said.

The three of them just watched as the others were soon closing in. Rime then smiled deviously as a laser fired out of a portal beside her as it grazed Ace by the abdomen.

"Ace!" Mark said.

"What the? But…we untied you." Ace said.

"You did…but… I can't let you leave unscathed, brother of Spade. If you really claim to be his brother…then show me your power! Show me you have what it takes to overtake me!" Rime said as the two were facing one another.