Titre original : Remorse
T gives Brandon a blood transfusion to return his full strength while a message from Millennion plays in the background declaring that Brandon must meet at the subway to pick Mika up.
Mika awakens inside Millennion HQ to the sight Lee and Harry, and she condemns them for their murders. The pair tell Mika she is simply bait for Grave, and Lee points out that upon Grave's arrival, he will kill Mika. Meanwhile, T works on mysterious new ammo for Brandon's guns.
Harry and Bear discuss Lee, who has been sent with 150 OrgMen to kill Grave. Bear suggests that Harry slow down, as Millennion's backbone is crumbling and that the OrgMen can't solve all his problems, plus most members on the board don't support Harry's violent actions. Bear declares that if Lee is defeated, he will take on Grave, Harry remains extremely confident in Lee's abilities.
While Mika waits in the subway, she asks Lee what her father was like. Lee admits he had a great deal of admiration for BD, it is simply that BD lacked any ambition that bothered Lee. Lee notes that since Harry is now the head of Millennion, its policies have changed with him. By this logic, Lee says that Brandon's actions couldn't have been seen as anything but betrayal, and Lee laughs at the idea that Grave still continues to fight for BD after death, and also at the idea that a former lover is fighting to protect another man's daughter. Mika grows angrier by the moment, but the rumbles from above indicate that Grave has arrived. T speeds to Brandon's locale to presumably deliver the ammunition he was working on earlier.
Grave reaches the transit area where Lee and Mika wait, and after putting a blade to Mika's throat, Lee gets Brandon to dispose of his armaments. Lee then asks Grave if he killed Bob, Grave nods and Lee begins the fight. He first uses physical moves for entertainment purposes, then he pins Grave to a subway car using one of his blades so that Grave can watch while he cuts up Mika. Lee then transforms into his Superior state.
Before Lee can attack, T activates the lighting system in the subway station, distracting Lee long enough so that Grave can remove the blade that holds him. As the subway car leaves with T and Mika as passengers, Grave fires at Lee to keep him away, only to find that his bullets do very little harm to Lee. Grave hops onto the subway car and shoots Lee off as it speeds away. As T hands Grave new Anti-Superior ammunition, Lee slices off part of the subway car and appears, causing T to dive to the floor with Mika, and Mika passes out. Lee continues his onslaught anew until T loads Grave's weapons with the new ammo and tosses it to Grave. Grave fires repeatedly into Lee, and the Superior begins to disintegrate, falling off of the subway car onto the tracks. Lee looks upon Millennion and mourns that his life had to end here, he then becomes dust in the wind. Grave returns to Mika's side only to find that T has been mortally-wounded by Lee. T asks Grave for one last favor, which ends up being a longer-term blood transfusion. T guesses that it will last Grave ten days at best, and as T ponders his long life of regret, he passes away, Mika finds him dead the next day as she awakens.