Kugel's fleet prepares itself to attack the Gargantia. Ledo tries to dissuade Kugel with no success while Pinion is approached by Lukkage who plans a rebellion at the fleet. Confused about what he should do, Ledo witness the people of the fleet throwing their sick and weak on the water and fearing that the same will be done to Bebel, he decides to confront Kugel by himself. Agreeing with Ledo's decision, Pinion equips Chamber with some extra weapons, while Lukkage and Flange make preparations for the impending uprising. Melty is instructed by Ledo to deliver a message to the Gargantia, but she almost faints by traveling so far by herself and is rescued in the nick of time by Amy. Informed about Kugel's attack, the crew of the Gargantia consider to abandon the fleet as Ledo suggested, but Amy insists that they should do something to help Ledo as well, and Oldham instructs Ridget to make use of the special key Fairlock entrusted her.