Suzaku returns to Ashford Academy to investigate Lelouch. With the Black Knights reassembled, Lelouch plans to lead the resistance while maintaining his façade as a student. A welcoming party is held for Suzaku at the academy, and C.C.'s love of pizza threatens to reveal Lelouch's secret; Kallen arrives to retrieve her but is seen by Villeta. She tells Lelouch how she came with Kaname Ohgi the previous year, and Lelouch uses this information to blackmail her. Alone, Suzaku reveals to Lelouch his goal of becoming the Knight of One, which would allow him complete governing authority over Area 11. To test Lelouch, he allows him to speak with the new Viceroy of Area 11: Nunnally vi Britannia.

Rolo uses his Geass to buy Lelouch time to say words of caution to Nunnally without revealing his reawakened memories to Suzaku. Unwilling to fight against Nunnally, Lelouch orders the Black Knights to capture her as she is transported to Area 11 by airship. Successfully boarding the vessel, Zero meets with her and tries to convince that Britannia is using her. Nunnally reveals she volunteered for the position, and states she wishes to continue Euphemia's Specially Administrated Zone of Japan, requesting a bewildered Zero to join her. Britannian reinforcements hinder the Black Knights' assault, and as the airship crashes into the sea, Suzaku manages to save Nunnally, taking her away from Lelouch a second time.

Having recovered her memories, Shirley questions her perception of reality. Lelouch heads to the train station to check on the delivery of a G Train, a network of Gefjun Disturber-equipped trains that will black out all of Tokyo once active. Meanwhile, Jeremiah makes his move on Ashford Academy, overwhelming Sayoko and Rolo in his search for Lelouch. Villetta willingly reveals Lelouch's location and Jeremiah corners him, but is paralyzed by the G Train. Struggling, Jeremiah asks why Lelouch betrayed the Emperor, to which the former prince reveals his motivation to avenge his mother. Having greatly admired Marianne, Jeremiah joins Lelouch's cause. Shirley finally reconciles her restored memories, asking Suzaku to forgive Lelouch as she has. Before she can reach Lelouch, she runs into Rolo, who uses his Geass once she reveals knowledge of Nunnally. As Lelouch leaves, he discovers Shirley mortally wounded, who confesses her feelings for him as he desperately commands her to live.