

L-elf has the students perform military training and establish plans to increase the defenses of Module 77. Meanwhile, Raizo is caught once again trying to hijack one of the Valvraves and is put into prison, while Kyuma dedicates himself to training in order to avenge Aina's death. Soon after, Module 77 is once again under Dorssian attack. Haruto and Saki engage the enemies unaware that they are being drawn away from the base and giving an opening for a second invading force. With Haruto and Saki occupied fighting A-Drei's party, a shortage of power renders the module defenseless until Kyuma takes control of the blue Valvrave and starts a counterattack. However, Kyuma finds himself in a disadvantage until the yellow Valvrave, piloted by Raizo, appears to assist him and they manage to drive away the enemies.
Aboard Module 77 of the JIOR Sphere 01, Haruto Tokishima loses an eating contest to Shōko Sashinami for use of their school grounds while unbeknownst to them, five undercover Dorssian Agents infiltrate Sakimori High School. Sometime later as the agents scout the school for a destination, one of them has a brief altercation with Haruto over their differing worldviews. Afterwards, the Dorssian Agents infiltrate and kill the scientists in a covert lab under the school although a wounded scientist ejects their primary target, a giant mecha called Valvrave 01 to the school's surface.
Kyūma Inuzuka, Aina Sakurai and Saki Rukino arrive at the Valvrave's location to find an unconscious Haruto and L-elf. As the other Dorssian agents arrive, L-elf seemingly betrays his comrades and helps the students flee. Afterwards, as the Dorssian forces occupy Module 77, Haruto convinces his friends that he had somehow possessed L-elf's body and later retake the Valvrave, while he also managing to return to his own body with help from Saki. As the Valvrave activates and attacks the nearby the Dorssian ship, it finds itself knocked outside of the Module into space. A-drei and Q-vier then use Dorssia Ideal Mechs to attack the Valvrave 01 whilst believing that L-elf betrayed them.