Catastrophe Calls.After hearing the message on the phone from Joseph, Integra heads out to do a little investigation of her own. She finds the original, now abandoned, PROCEED lab where her and the other members' genes were modified. Ashley runs into Solty and refers to her as "DK" hinting that they have a history. Later Miranda and Kasha find Solty deactivated in a dumpster and take her back to the apartment. Yuto and Andy went to Joesph's house to look for Integra but find it destroyed. Joseph turns up at Roy's apartment and helps to repair and turn back on Solty. Integra made her way back to Roy's apartment, gives the package Joseph sent to Axela, and then knocks her out. When Solty comes back online, she refers to herself as DK to Joseph, who is surprised to hear a name he knows, before shutting off again. Integra takes the van with power suits and assaults R.U.C. while Joseph explains to everyone in Roy's apartment that he worked on the PROCEED project. He explains that the Blast Fall put thousands of nano machines into the air, making the Aurora Shell, and that when certain girls were exposed to them altered their DNA making them super human but also fragile, thus requiring enhancements to survive. He also tells them that the Aurora Shell acts as a barrier keeping the air in the atmosphere, and without it this planet would not be habitable. Humans moved to this planet, and built the Aurora Shell to survive, which surprises everyone. Back at the R.U.C., Ashley reveals to Integra that he has built a ship to leave the planet, and that the first one he built failed 12 years ago, thus confirming the suspicion that he caused the Blast Fall. They fight and Ashley wins, deciding to use her as bait to get to Axela. Meanwhile Miranda goes to visit Rose to convince her to come back home, but all Miranda gets in return is a warning that they are being watched. There also seems to be a connection between Solty and Ashley Lynx, but what could it be?