In the year 211, Saki is telling the story of the Magius to a boy who looks like L-Elf. Back to the present, Saki calmly rejects Haruto's marriage proposal and proceeds to help the other 2 Valvraves hold off the Dorssian forces. Meanwhile, the drill that was sent into the Module is moving up through the space with the intention of releasing poison gas into the atmosphere of the Module. L-Elf receives a call from Haruto and meets up with him to try to defeat the Dorssians. Satomi calls Shoko and asks her to save his sister, Akira, who is trapped in the school. Akira, who overhears this conversation, tries to stop Shoko but to no avail. Shoko was knocked unconscious by the drill while trying to get to Akira, and this prompted Akira to face her hears of being bullied and come out into the open to save Shoko. Facing a dead end due to the damage by the drill, she almost gave up until a crack in the debris reveals Valvrave unit 6. Akira climbs into it and confirms herself to be the 6th pilot of the Valvraves. She saves Shoko and using the Hummingbird equipment hacks the drill and stops it short of the surface of Module 77. Haruto and L-Elf, meanwhile walks into a trap laid by Cain and A-Drei who are watching Valvrave 1. Cain and A-Drei almost made it out when Akira, piloting Valvrave 6 appears and is sending the drill in the opposite direction. Haruto and L-Elf takes this opportunity the break free and get back into Valvrave 1. As they try to kill Cain and fails to do so, Cain tells them that their efforts to kill him are futile. Cain makes it to the unfinished Valvrave 2 and plants Blue, a life unit into it and pilots it. L-Elf wonders what Cain is if he is not human. A cutscene reveal the Magius, an organization which governs the world from the shadows in a meeting which involves representatives from ARUS and Dorssia, and at the same time Cain reveals he is from that organization.
カインの用意した新兵器は、モジュールの隔壁を穿ちながら、内部にガスを撒き続ける。
そしてその切っ先は、アキラが篭もったままの校舎へと迫りつつあった。
友達を助けに走るショーコだったが、アキラの元にたどり着く寸前、せり上がった地面に吹き飛ばされ、気絶してしまう。
一方、ハルトとエルエルフは、対峙したカインに戦慄する。
２人の目の前で、カインはヴァルヴレイヴの銃弾を異質な力でかわし、まばゆい光に包まれていた。
모듈 안에 돌입한 이디알은 거대한 드릴 머신을 사출한다.
그 드릴 머신은 독가스를 뿜어 주변 학생들을 전멸시키면서 학교 본관을 향해 돌진하는데...
한편 하루토는 엘 엘프와 합류하여 도르시아 군을 몰아낼 방법을 궁리한다.
掃去了敵方74%的部隊，同時也失去了父親。照子陷入痛哭之中。不之情的遙人則回到區組內，打算與L-艾爾夫一起肉搏入侵的敵人。只是，帶隊的就是調教L-艾爾夫的特務頭子，該隱。在四台VALVRAVE無法行動，又同時得毒瓦斯、與巨大電鑽的攻擊，現在他們還剩什麼路可走？
