This episode takes place entirely on the floating island of Yurgaha. Fennis is in her lab with Sakura, Vito, and her father. The android Heiara is suspended inside a sphere of aerated fluid. Agumaika tells Fennis to initiate the conciousness retrieval program- a popup window displays scenes from episode 1. We see Yohrun holding his sword as cuneiform text scrolls past. When Erishisu is seen on the screen, the intercom summons Agumaika to the council of six; he tells the others to continue and leaves.

Suddenly, more windows pop up. Scenes from Heiaras' pre-android memory appear. Fennis is seen riding in Vitos convertable, from Heiaras point of view. We hear music from an AM radio (rock&roll from around 1961). Fennis is shocked that Vito had integrated Heiaras actual memories into the android.

FLASHBACK-Fennis and Heiara are attending a class in a large lecture hall. The metaphysics professor is explaning how a kind of boson can be used to transform magical forces, just like photons can be used with electromagnatism. He levitates a purple sphere into the air. After class, Heiara asks Fennis if she's going to the dance party that night. She starts to make excuses, but lights up when Heiara tells her that Vito wants to take her.

At the party, Vito and Fennis talk about the projects they're working on while Heiara dances. Vito has a theory about a revolutionary new kind of ningyo. Fennis is writing a paper about the possible existence of a kamigari. Parera appears for the first time at this dance. On the way home, Vito appologizes for Heiaras behavior (we have to guess what she did). Fennis hints that she might be obsessed with Vito. They drive past a window display of a wedding dress. This window will be seen about a dozen times in other episodes.

The next day, Fennis and Heiara are eating in the commons. Heiara reveals that Vitos' project isn't just theoretical. That he is actually trying to build a concious android. When Fennis expresses some misgivings about the project, Heiara takes it as a personal attack on her brother, and stomps away. This is the last time we see the original Heiara.

Fennis goes to Vitos' house, where he shows her his pride and joy. It has only a partial dermis, and makes squishing sounds when it moves. Fennis appears horrified, which sends Vito into a rage. A look of crazyness comes over him, and he says "Heiara! If its Heiara, I'll be totally accepted."--End of Flashback

Back in the present, a dozen overlapping windows are displaying scenes from Heiaras' past. A flash of light bursts from the sphere and we hear Heiaras voice through the audio system. She wants to go back; to return to that happy time. Lubricant is leaking from the androids eyes.

Suddenly, the windows all close and the equipment looses power. Over the intercom, Fennis is ordered to immediately deleate the conciousness retreaval database. Her father returns. He doesn't understand the shutdown, but it was a direct order from Rumizabia. Fennis looks up at Heiara....

FLASHBACK--we hear a radio news report of a fatal accident caused by a runaway ningyo. Heiara is described as the victim. Fennis runs toward Vitos' house, which is surrounded by police cars.