Haruko is caught off guard when Hidomi assaults her verbally and physically as she attempts to get Ide back. She learns why Hidomi is acting like a child when she accuses Haruko of taking advantage of her out of love for Atomsk.
The battle between the Interstellar Immigration Bureau, Medical Mechanica, Hidomi, and Haruko continues. Haruko continues to goad Hidomi into fighting her, using her N.O. energy to build a massive birdcage with the intent to trap Atomsk. However, Atomsk proves too powerful and uses his own N.O. channel to suck Hidomi and Haruko into a different dimension. In response to Atomsk's presence, the Medical Mechanica building begins firing mochi-like projectiles into the city, trapping most of the populace. Eye Patch and Masurao are hit by one of the mochi projectiles, and Masurao tells Aiko that he doesn't intend to activate her since he knew she was gathering money to buy her own freedom from the Immigration Bureau and pleads for her to flee. Feeling guilty, Aiko recruits Goro and Hidomi's mother to recover the flowerpot, which activates her hidden functions and opens up a direct line of communication to Hidomi through Canti's head. Hidomi takes the opportunity to make amends with her mother, telling her that they don't have to keep the café open to wait for her father, but simply so they can continue living together. Hidomi decides to remove her limiter to open an N.O. portal back to Earth, but cannot work up the nerve.
A newly rebuilt Canti removes Hidomi's limiter for her and she dons a suit of armor, making her resemble a Canti-like robot. Hidomi, Haruko, and Canti are able to escape back to Earth, where they discover that Canti is holding both Ide and Atomsk inside him. Both Hidomi and Haruko battle to claim Atomsk's power, culminating in them kissing Canti at the same time. Hidomi is able to rescue Ide while Haruko seemingly absorbs Atomsk. However, Haruko fails to contain his power, both Atomsk and Jinyu are able to free themselves from her, and Atomsk escapes back into space. Haruko cries in Jinyu's arms about having let Atomsk slip away again. Meanwhile, Aiko uses her powers to completely destroy the Medical Mechanica building, returning all of the civilians back to normal. Aiko also begins developing feelings for Goro after seeing how much he cares about her. Afterwards, life returns to normal as the city rebuilds itself. Haruko and Jinyu part ways, with Haruko continuing her hunt for Atomsk. Hidomi and Ide enter a relationship, and Hidomi finally comes to terms with her insecurities.
- "Thank you, my twilight" (fool on cool version)
- "Last Dinosaur" (fool on cool version)
- "I think I can" (fool on cool version)
- Original Concept: Production I.G.
- Executive Producers: Mitsuhisa Ishikawa, Jason DeMarco, Keiji Ohta
- Production Supervisor: Katsuiji Morishita, Takayuki Oshima
- Haruko Haruhara: Megumi Hayashibara
- Julia Jinyu: Miyuki Sawashiro
- Hidomi Hibajiri: Inori Minase
- Ko Ide: Jun Fukuyama
- Goro Mori: Tomo Muranaka
- Marco Nogata: Masatomo Nakazawa
- Hinae Hibajiri: Kikuko Inoue
- Aiko: Tomoyo Kurosawa
- Masurao: Kikuko Inoue
- Eye Patch: Takayuki Sugo
- Tonkichi: Jin Urayama
- Haruko Haruhara: Kari Wahlgren
- Julia Jinyu: Allegra Clark
- Hidomi Hibajiri: Xanthe Huynh
- Ko Ide: Robbie Daymond
- Goro Mori: Jon Allen
- Marco Nogata: Yuri Lowenthal
- Hinae Hibajiri: Julie Ann Taylor
- Aiko: Christine Marie Cabanos
- Masurao: Jason Griffith
- Eye Patch: J. David Brimmer
- Tonkichi: Steve Kramer
- This is the first TV-MA episode of the FLCL series, for strong language, such as Tonkichi saying sh#t and Haruko saying c##k blocking.
- It is revealed in this episode that FLCL Progressive takes place at least a generation after the original OVA series.
- It is revealed that Haruko’s bracelet can create red chains, presumably to immobilize Atomsk.
- Concept art of Hidomi's in her armor suggests she may have battled Atomsk.
- This episode's concept art also shows unused scenes involving Canti in a more action-oriented role.