- Gloval's attempt to disembark the ship's civilian population is interrupted by Khyron's attack with disastrous results.
- The news of Fokker's death puts a dark cloud over plans to evacuate the 70,000 refugees onboard the SDF-1. Khyron, the most evil Zentraedi, wastes no time jumping on an opportunity to attack his sworn enemies aboard the giant Space Battle Fortress.—Anonymous
- NAC Ground Control radios the SDF-1 as it flies low over one of the cities, ordering it to increase its altitude and fly over the ocean. Captain Gloval says that the low-altitude flight is necessary while they determine what to do with the citizens of Macross City they have on board. He says he will comply with the order if Ground Control can give them permission to de-board the civilians. Ground Control denies the request and reiterates the order for the SDF-1 to leave. Gloval says he will not rest until those orders are changed.
When he gets off the comm, Global confides in the bridge crew that his threat over an open communication line was a deliberate move. Because the SDF-1 is a symbol of strength for the Earth Defense Force, if word got out that Gloval was defying orders, headquarters would lose face. Unfortunately, Gloval says, he doesn't think headquarters will change its decision. Claudia decides to go to the mess hall for some coffee. Lisa follows her.
When Lisa gets to the mess hall, she sees Claudia clutching a handkerchief. Deciding not to disturb her in her grief over the loss of her fiancé Roy Fokker, Lisa looks around and finds Rick on the other side, staring at the fighters accompanying the ship. Like Claudia, Rick is absorbed with memories of Roy.
Lisa approaches Rick, saying she's surprised to see him there. Rick says he wanted to get some fresh air - staying in bed was starting to drive him crazy. Rick asks Lisa what's going to happen to the civilians on board. She says nobody knows, but for now they have to stay. Lisa notices Minmei's song playing on the radio and asks Rick if they're getting along. Rick says yes, though she's been spending a lot of time with her cousin Lynn Kyle. Lisa tells Rick she's happy he's better now, but notices that something about him seems different.
Rick mentions that it's a good thing they have the new defensive barrier shield to cover the whole ship. Lisa says it's more effective than the pin-point barrier system, but the problem is that they can't run it over a long period of time. Meanwhile, Minmei collapses in exhaustion after returning home.
On the bridge, Sammie relays a message from the North American Ontario Quadrant. They'll accept all the civilians of the SDF-1 as residents. Gloval and the rest of the bridge crew are elated to hear the news, and Gloval directs Claudia to steer the fortress toward the Ontario Quadrant.
In the Zentraedi fleet, Khyron argues with Azonia about not being able to attack the fortress. Khyron cuts off the transmission as Miriya enters, requesting permission to become a Micronian spy. Though Azonia doesn't fully understand, she grants the request.
In the hangar, Rick finishes maintaining Skull One, the fighter he inherited from his late big brother, Roy Fokker, when Ben and Max enter. Rick says he's lucky to get it as his aircraft assignment. He adds that it's ironic as Roy was always proud that he'd never been shot down, while he's always getting shot down. Max tells Rick the news about the Ontario Quadrant accepting the civilians on board -- the official announcement will be made tomorrow. Ben says they're going into town for an early celebration, asking Rick if he wants to come along. Rick says it sounds so good, it'll be his treat.
Khyron prepares to execute his plan to attack the Earth's surface, even if it means directly violating Azonia's orders. He says he'll take care of Azonia after they return. They execute the attack, and the bridge picks up the approaching fleet. Gloval has Lisa order all pilots to red alert. Meanwhile, Ben orders a steak, but is only able to eat part of it before they receive the announcement to respond.
As Rick takes off, he radios the bridge as Skull Leader, saying they're airborne. Claudia asks Lisa if he said, "Skull Leader," and Lisa confirms that Rick is taking over Roy's plane. Claudia says Roy would have liked that. Rick's squadron engages Khyron's fleet, while the SDF-1's radar starts to become unstable. Suspecting the radar may be getting jammed, Gloval orders the new barrier system to be on standby. Claudia expresses her concern that the barrier system will cancel out the weapons system. Gloval says he understands, but wants it activated anyway, for everyone's safety.
Rick notices several alien space cruisers approaching and radios Lisa. Lisa confirms detection and tells Gloval, who has Claudia activate the barrier. Khyron arrives on his subordinate Grell's ship and orders an attack on the SDF-1, but is surprised when the ship doesn't take any damage. Grell tells him it's an energy shield. Khyron tells them to continue firing.
On the SDF-1, Sammie asks if they can't radio headquarters for some support. Lisa says it won't work, and Gloval adds that it would likely be ignored because of their proximity to the ground. Meanwhile, Main Engineering radios the bridge that the barrier system is overloading. Lisa orders Rick to draw the enemy away from the ship before the barrier overloads. Rick orders Ben and Max to attack the cruisers from another angle.
Grell reports to Khyron that the barrier is losing power, and Khyron chuckles, saying the Micronians will be his now. Meanwhile, the barrier system deteriorates rapidly as it overloads. With the enemy continuing the approach and the barrier reaching critical mass, Lisa tells Rick's squadron to leave the area immediately. Rick orders his mean to clear out as the barrier chain-reacts. The resulting explosion forces Khyron to retreat. Rick and Max are able to escape, but Ben, who is trailing them, is unable to hit his afterburner in time and is killed.
On the bridge, Vanessa reports that the enemy fleet has been destroyed and the Earth's surface has been leveled over a radius of 25 miles. Sammie reports an incoming message from Ontario Quadrant sub-command. Gloval says he'll take it in his quarters.
Over the radio, Lisa breaks the bad news to Rick -- in addition to the devastation on Earth, the Ontario Quadrant has withdrawn its offer to accept the civilians on board. Rick tells Lisa to let Captain Gloval know they lost Ben Dixon. Lisa tells Rick she's really sorry, adding that the people on the ship are grateful but will never fully understand all that he's gone through for them.
In Macross City, Kyle is addressing a group of reporters outside the hospital, who are asking about Minmei. Kyle uses the press conference to make a statement about ending the war. Lisa and Claudia see the conference on one of the jumbotrons. Claudia says it sounds like Kyle is talking about total surrender. Lisa agrees, but says they can't give up now - that would be the wrong thing to do.
Rick gets a courtesy phone call. When he answers, Minmei is on the other end. She tells him she's in the hospital, but it was just overwork and now she's catching up on some much needed rest. When she suggests that he visit, however, he hangs up on her.
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