After constant pressure from her daughter, Millia agrees to let Mylene stay in the band. Millia, however makes one consession that Mylene go out on a date with Gamilin. Mylene is aprehensive, but agrees. Meanwhile, Gamilin tries to find out more about Basara and his Valkerie. As Basara and the band wait for their turn to play at the band competition, the fleet is attack yet again by Gigile and the mysterious fighter group.

Ray takes Basara's Valkerie to the UN spacy for repair. Akiko tells Mylene about how she and Ray met and about his past as a fighter pilot. Ray is injured in a Varuata attack, but goes against doctor's orders to return Basara's Valkerie.

To help with the moral in City 7 Milia arranges to have a "Valkyrie Carnival" where citizens can see old and new Valkyries and Destroids. Hoping to fortify the military, she also holds try outs where people can test their skills in Valkyrie simulators. Things get out of hand when a Varauta attack spills over into the Carnival.