Kuroko Shirai, a member of Academy City's Public Moral Committee, Judgment, is on the scene to apprehend a group of thugs harassing a girl only to find out the girl is not other than her sempai Mikoto Misaka who has already dealt with them. During this time, the city is holding a "System Scan" at several schools including Tokidawai Middle School. At Tokodawai, Mitsuko Kongo, a second year student mocks Kuroko and thinks she'll reach Level 5 before her only to witness Mikoto testing her powers at the School's pool which cause a giant explosion that can be seen and heard from afar. Kazari Uiharu, a colleague of Kuroko at Judgement and a fan of Misaka, is invited by Kuroko to meet up with Mikoto herself and brings along her friend, Ruiko Saten. In reality, Kuroko's main plan was to use Uiharu as an excuse so she could date Mikoto, but after finding her true purpose, Mikoto instead decides to bring them to a crêpe shop so she can get a Gekota key chain where a Tour Group are taking a break. Uiharu and Saten are surprise that Mikoto acts very nice and normal and not like the Rich Socialite image that they had in mind.<br /> <br /> Just then, a nearby bank is getting robbed and Kuroko goes into action to stop the robbers including one who is a Pyrokinesist. Meanwhile, as Mikoto and the others helps the civilians escape, they hear from a tour guide that a boy has wandered off from the group. Ruiko spots him being taken hostage by one of the escaping robbers and tries to stop them herself, getting kicked in the process. Taking it personally, Mikoto uses her powers to create her signature move, "The Railgun" to stop the robber's car from escaping. After the Robbers have been taken into custody by the City's Police, Anti-skills, Ruiko is praised by Mikoto, the tour guide, the boy's mother and the boy himself for her bravery.

Mikoto encounters Tōma Kamijō (the protagonist of To Aru Majutsu no Index) and corners him but he blocks her attacks and escapes. Deciding to keep quiet about it, she invites Kazari and Ruiko over to her dorms, ruining Kuroko's plans of celebrating her one month 'anniversary' of becoming Mikoto's roommate. However, Mikoto reveals that Kuroko forcefully sneaked into her room during that time. To make matters worse, after finding out Kuroko kept one of her panties, has a collection of perverted photos of her and learning Kuroko ordered aphrodisiacs for their "anniversary", Mikoto has a fight with Kuroko in the hallways but both stopped when the fearsome Dorm Supervisor arrives.<br /> <br /> As punishment for using their powers inside the dorms, both of them are sent to clean the school pool. Mikoto is introduced to Kuroko's classmates, Kinoho Wannai and Maaya Awatsuki, whom the former is an Aquakinesist that Mikoto saved from some thugs some time ago. Kuroko gets jealous of how well she gets along with others and cries believing Mikoto doesn't care about her. To cheer her up, Mikoto gives her a present celebrating a slightly different anniversary, the day when they became friends. However, whilst toasting, Kuroko accidentally drinks the aphrodisiac meant for Mikoto. She becomes so overcome with lust that she steals Mikoto's underwear whilst she is still wearing them, prompting Mikoto to repeatedly electrocute her as punishment.

Kuroko and Mikoto invites Kazari and Ruiko to go shopping and sightseeing at the School Garden, a private, high class district which caters for Schoolgirl's of elite and upper class schools and where most of the elite Girls schools are located. Ruiko gets her uniform wet after tripping into a puddle so Kuroko lets her borrow her Tokidawai uniform. When the girls arrive to an Italian Pastry shop for cake, Shirai and Uiharu are immediately called back at Judgment for an emergency. Mii Konori, their sempai in Judgment reveals that yesterday, six Tokidawai students including Mitsuko were mysteriously attacked by an unknown perpetrator with a Taser who immediately drew their eyebrows with a marker while they were unconscious but none of the victims saw their attacker. Unfortunately, it is during this time that Ruiko is mistaken as a Tokidawai student and attacked by the criminal herself whilst in the bathroom.<br /> <br /> As Mikoto, Kuroko and Kazari try to figure out who the invisible attacker is, they conclude that the attacker has an ability called 'Dummy Check', the ability to make the user invisible to the human eye, which explain why the victims never saw her but the district's CCTV camera's did. At first they believe the culprit is Miho Jifuki, a Sekishi Junior High student and the only person who has this ability but the City's database says she's only a Level 2 and doesn't have enough power to turn herself completely invisible. Saten, who has woken up after her attack and learning on what happen to her eyebrows, confirms Miho was the culprit who manage to see her face in the mirror before falling unconscious and wants revenge. With the help of School Garden's CCTV camera's, the girls manage to track Miho down and cornered her. After being subdued by Mikoto, Ruiko wants to draw Miho eyebrows but finds out the girl has naturally weird eyebrows. Miho reveals that she targeted Tokidawai students because her boyfriend left her for one and didn't like her eyebrows. Feeling sorry, Saten decide to let go of her grudge and ease Miho by telling her that her eyebrows are charming. As she's being taken away by the Anti-skills, Mikoto wonders how did Miho became powerful when she's only a Level 2 in the first place. The next day however, Saten is still angry that she didn't have her revenge against Miho when she learns the ink on her eyebrows won't come off for a week.

While the girls are discussing about urban legends, Mikoto isn’t impressed about Ruiko’s story about a woman who takes of her clothes in public, but takes an interest in a story about an ability that can cancels out other abilities. The story reminds her of her first meeting Tōma, when he tried to saved her from a group of thugs who were harassing her. At first she was impressed as he was the only one who tried to help, but she quickly got angry when he unintentionally insulted her and shocked everyone around her. To her surprise, her powers was ineffective against Tōma. Just as she was done thinking about it, Mikoto encounters Tōma giving directions to a woman. The woman randomly starts to take off her shirt in public because it’s hot and Tōma is mistakenly labelled a pervert by the crowd, forcing him to run away whilst Mikoto is left to deal with her.<br /> <br /> As Mikoto and the woman are resting at an outdoor cafe, Mikoto realizes the later is the infamous 'Undressing Woman' that Saten talk about. She later introduces herself to Mikoto as a researcher on Cerebral physiology and AIM (An Involuntary Movement), which Mikoto asks questions concerning about Tōma powers but the former has never heard an ability that can cancels out other abilities before. Meanwhile, after learning Mikoto met the 'Undressing Woman', the girls decide to rile up Kuroko by telling her about a curse that happens to girls who meet her. As Mikoto cleans the researcher skirt that was stained by ice cream inside the bathroom, she asks Mikoto to thank Tōma for helping her and concludes Mikoto might have feelings for Tōma from the way she talks about him, even labeling her as a tsundere. After she helps the researcher find her car, Mikoto encounters Tōma yet again and challenges him to a fight for leaving her with the researcher.<br /> <br /> As they battle near an embankment, Mikoto launches a direct electric shock which he manages to stop. She then creates a Chainsword by electro magnetizing the Iron sand on the ground and starts charging him and whips it but he manages to push it back and turn it back into iron sand. Mikoto sends a large cloud of Iron sand against Tōma, using it as a diversion to finally get close to attack him and grab his right hand. Just when she thinks she's won and tries to shock him, she is surprised when her powers don’t work (as unknown to her, Tōma’s right hand is the source of his power). Mikoto cowers thinking he’s going to hit her, but instead, Tōma decides to pretend he got shocked and falls to end the match. Unfortunately, Mikoto sees thru the ruse and angrily attacks him to force him to fight seriously and chases after him all night. As a tired Mikoto returns to her room, Kuroko, believing Mikoto’s under the 'Undressing woman' curse tries to 'cure' her but gets tied up instead. At the sametime, the researcher learns who Mikoto is.

While investigating a series of car break-ins, Kuroko and Uiharu encounter the culprit in the act but Kuroko rushes into action against Uiharu advice and gets knock out by the thief’s accomplice who was hiding inside the car. Uiharu tries to stop them but is tazered by the escaping thieves. Both of them get into an argument as Uiharu blames Kuroko recklessness for not listening to her to wait for backup. When Uiharu asks her about the promise they made, Kuroko doesn’t remember which angers Uiharu and causes her to storm off. Saten arrives at the Judgment’s 177th Branch Office to visit Uiharu who is currently in a foul mood which Mii Konori decides to explain how Uiharu and Kuroko became partners which, at the same time, a musing Kuroko tells to Mikoto.<br /> <br /> When they were still in grade school, Kuroko met Uiharu whilst both of them were training at Judgment. While on patrol with Konori, Kuroko felt she was being held back due to her age, but Konori that she needed to learn to work with others. To cheer her up, Konori decided to treat her and went to withdraw some money from the post office ATM’s, where Kuroko met up with Kazari again. However, Konori noticed a suspicious man carrying a gun, but failed to notify the staff before he made his move. Ignoring Konori’s orders, Kuroko quickly rushed to the bank robber and knocked him down. Unfortunately, the robber had an accomplice hiding among the crowds who had taken Uiharu hostage. With everyone distracted, the alarm was sounded, bringing the shutters down and activating a security bot. Kuroko again rushed towards the robber using the bot as cover, but Konori pushed her away when he destroys the bot, shielding her from the explosion and shrapnel.<br /> <br /> As the robber beat Kuroko, she blamed herself for being thoughtless and getting Konori hurt and Uiharu into this mess. She decided to save Uiharu by teleporting her outside while she keeps the robber trap inside. As Uiharu cried for help, the robber realized what Kuroko was planning but told her he could still escape thanks to his power “Equal Speed”, with which anything he throws will not stop no matter what obstacle is in its way, which he demonstrated by throwing a steel ball breaking thorough the shutters. He told Kuroko to use her powers to get the money in the ATM’s but she refuses, to which he responded by throwing a barrage of steel balls against her. But the balls were destroyed by an electrical blast shot by Mikoto, who anonymously answered Uiharu pleas. With the robber distracted, Kuroko used the opportunity to pin him down before he had a chance to act just as the police finally arrive. In the aftermath, Kuroko and Uiharu both promised with each other that they’ll help each other to become true to themselves and become better members of Judgment. Upon finishing the story, Kuroko realizes this was the promise Uiharu spoke of. When she gets a call from Konori that Uiharu has found the car thieves, with encouragement from Mikoto, Kuroko decides to go and help Uiharu.

Mikoto learns from Kuroko about a series of small harmless explosions in the city caused by graviton bombs where aluminum objects were uses as a catalyst. Unfortunately, the only suspect that has this ability was in the hospital during the whole time. Mikoto offers to help them investigate, but she is told by Kuroko to stay out of Judgment affairs. Mikoto tells her frustrations with Kuroko to Kazari in a cafe but she is dragged away by Kuroko, accidentally leaving behind her Judgment armband.<br /> <br /> When Mikoto tries to return it, she gets mistaken by Konori as another member of Judgment. Mikoto decides to play along to prove herself and show Kuroko she can be a better Judgment member. However, she’s surprised to find that a lot of Judgment work is menial, such as having to clean up after people, but she also gets to do her share of helping people in need, and it’s harder than she expected. Meanwhile, Kuroko and Kazari encounter a little girl who had lost her bag and calls Konori to help them search for the bag, which Mikoto assumes is related to the bombings and takes it seriously. Whilst searching, Mikoto encounters a boy being hassled by some thugs, who is very ungrateful for the rescue and instead is pissed off that she didn’t act quicker.<br /> <br /> They eventually find the bag being taken by a dog and Mikoto takes extreme measures to capture it safely, only to learn there wasn't a bomb threat in the first place. As Kuroko and Kazari return with the little girl to reclaim the bag, Mikoto's cover is blown, but she is thanked by everyone for her help nonetheless. Back at the Tokidawai Dorms, Mikoto reflects that being a member of Judgment isn't easy and has a new appreciation for what Kuroko and Judgment does, with Kuroko purposely misinterprets the saying and tries to harass Mikoto, but gets the door slammed into her back by the dorm supervisor who arrived to investigate the noise. Sometime later, two Judgment members evacuate a convenience store after detecting a graviton bomb inside but one them shields a civilian when the bomb goes off, causing a large explosion and seriously injuring him in the process.

With incidents involving graviton bombs becoming more frequent and bigger in scale, Judgment are asked to cooperate with Anti-Skill to investigate the matter. However, they are still unable to find any leads, given the minimum psychic level needed to pull off such a feat. Talking with Mikoto, Ruiko laments her lack of powers, thinking she wouldn't be helpful. She also mentions to Mikoto about a rumor concerning the Level Upper, which supposedly increases a psychic's power. The next day, whilst Kuroko continues to try and find a connection between the graviton incidents, Mikoto, Ruiko and Kazari go shopping at the mall. Whilst looking at a pair of pyjamas, Mikoto runs into Tōma, who is accompanying the little girl she met the other day. Meanwhile, Kuroko discovers that the graviton attacks are targeting Judgment members, and when she detects the vibration of graviton particles in the mall, she soon realises that Kazari is the next target. As civilians are evacuated from the mall, Tōma informs Mikoto that he had lost track of the little girl. They re-enter the mall to find her giving a stuffed doll containing a graviton bomb to Kazari. As it goes off, Mikoto tries to shoot it with her railgun, but fumbles her coin, leaving the explosion to take place. However, nobody gets hurt, and Mikoto finds and beats the culprit, a bullied boy who had become hateful of Judgment's late arrivals. Whilst everyone believes Mikoto saved everyone, it was actually thanks to Tōma's Imagine Breaker that everyone survived.

Kazari gets a cold and cannot go to school, but Ruiko, Mikoto and Kuroko pay her a visit. Kuroko is curious how Hatsuya, a level 2 esper, had powers equivalent to a level 4's. Mikoto brings up the Level Upper urban legend Ruiko had mentioned, and Kuroko points out this is not the first time a user's power and the user's level have been vastly different. Kazari finds out via an Internet forum that a restaurant in town is where information on the Level Upper may be found. Mikoto and Kuroko go to investigate, and Mikoto acts like a cute, interested girl to get a few guys to tell her about the Level Upper. Mikoto eventually gives up the act and after taking care of the guys and their friends, their leader arrives, though Mikoto gets away unscathed, though in the process causes a city-wide blackout. The next day, Kuroko and Mikoto discover that Hatsuya, along with several others who have shown abnormally strong powers, have all fallen victim to lapsing into comas. Meanwhile, Ruiko discovers the Level Upper by chance.

Mikoto and Kuroko talk with Harumi Kiyama, the specialist Mikoto had previously met, about the Level Upper. They are later joined by Kazari and Ruiko, the latter of which has the Level Upper, but decides to keep it to herself. Mikoto later catches up with Ruiko, noticing she's a bit down. The next day, Ruiko stumbles upon someone being conned by three thugs over the Level Upper and can't bring herself to just run away. Kuruko coincidentally arrives before she gets hurt and subdues two of the thugs, but has trouble using her teleport powers against their boss due to his ability to distort light. He chases Kuroko throughout an abandoned building, but is defeated when Kuroko teleports windows to cut through the building's supports and bring the place down. Having barely just survived, the thugs surrenders his Level Upper to Kuroko. Later, Ruiko encounters some of her friends, and reveals to them that she has the Level Upper.

Ruiko uses the Level Upper on herself and her friends and is happy to have an ability. Meanwhile Kuroko takes care of more offenders, gaining more injuries in the process, keeping them from Mikoto. Remembering when they ate shaved ice, Mikoto and Kuroko come to the conclusion that the Level Upper is using synesthesia to manipulate brainwaves. Ruiko's friends start falling unconscious, and blames herself for it. Kazari reassures her that she will wake up soon, later finding her unconscious at her apartment. Mikoto and Kuroko learn from a frog-faced doctor that the Level Upper victims seem to share a brainwave pattern with someone, which they soon discover is Harumi. Kazari, who had visited Harumi and discovered some notes on synesthesia, is taken hostage by her. Noticing Kuroko's injuries, Mikoto heads there by herself.

Harumi explains she used the Level Upper as an alternative to the Tree Diagram and gives Kazari the antidote program. When she is eventually roadblocked by the Anti Skill, she uses Level Upper's side effect; the power to use multiple abilities, to defeat them. Mikoto arrives and battles against Harumi, initially having trouble against her abilities. However, using some cunning to avoid her attacks, she is able to get up close and shock her directly. As she does, she gains Harumi's memories of when she was a teacher for abandoned children. She grew attached to her students and became really depressed when they were all killed as part of some experiments. Harumi's constant rejection to ask the Tree Diagram for help led her to create the Level Upper to find a way herself. Just then, Harumi falls unconscious and a strange creature emerges from her head.

As Mikoto fights the strange creature, who can regenerate and grow bigger, the Level Upper victims starts spasming. Mikoto and Kazari learn from Harumi that the creature, known as AIM Burst, is made from AIM diffusion fields, formed from thousands of negative thoughts. She instructs Kazari to use the program she gave her to uninstall the Level Upper. Mikoto fights against AIM Burst to prevent if from reacing a nuclear facility, whilst the remaining AntiSkill help Kazari get where she needs to go. Kazari plays the program throughout the city, calming down the victims and stopping AIM Burst's regenerative ability letting Mikoto do some damage. She then starts hearing the thoughts of the victims and uses her railgun to destroy its core. With AIM Burst defeated, Ruiko and the other Level Upper victims regain consciousness, albeit without their enhanced powers.

Kinoho and Maaya ask Mikoto and Kuroko to help them model swimsuits for a web catalogue, with Kazari, Ruiko, Konori and Kuroko's rival Mitsuko Kongō joining in. After choosing their swimsuits, they are taken to a holographic room that can replicate different scenarios down to the touch. However, things get a little awkward when the scenarios switch between freezing, scorching and flooded scenarios. During their break, the gang make some curry, with Mitsuko's bluffs about her ability to make it backfiring on her. After having trouble, Mitsuko admits her failure and asks the others for help and the group end up making delicious curry all round. After work, Mikoto tries on a frilly bikini she was ashamed to wear earlier, unaware she's projecting it to the public.

Whilst everyone else gets a day off, Ruiko has to attend a special class for those who were affected by Level Upper. After a lecture by Komoe Tsukuyomi (Tōma's teacher from Index), Ruiko runs into Miho, who had been exchanging letters with Ruiko since they met, who shares her bento with her. After lunch, teacher and AntiSkill member Aiho Yomikawa holds a marathon session, teaching students to surpass their limits. When one of the students, the female gang leader Mikoto previously fought, complains that this is some form of punishment, Ruiko stands up to her. During the second lecture, Ruiko remembers the kind words and advice her friends have given her and understands what the lessons were about. The students take another ability test, and whilst Ruiko is still a level 0, she is encouraged to keep trying. After receiving a letter from Miho, she returns to her friends.

Mitsuko finds herself attacked by Skill Out, a gang of Level 0s who use high pitched noise to cancel esper abilities. Mitsuko is saved by a man with a spider tattoo, who Konori identifies as Big Spider. Whilst investigating the slums, Mikoto and Kuroko encounter a red haired guy who beats up some thugs. As more espers are attacked by Skill Out, Mikoto and Kuroko battle some of them and reach their hideout and their gang boss, Kurozuma. They activate their Skill Out device, nullifying Mikoto and Kuroko's abilities, but it is disable by the red haired guy. After beating the thugs and scaring them off, the red haired guy is approached by Konori, who seems to be an old acquaintance of his.

When Konori asks Kurozuma why he hadn't contacted her, she assumes it is because she's a member of Judgment, and she avoids coming into the office for a few days afterward. Curious about what relationship the two had, Mikoto, Kuroko, Kazari and Ruiko visit her dorm, where they run into her roommate. She reveals that Konori was once a member of Big Spider when she was having a hard time, and despite her being an esper, she was allowed to stay. When they receive word that AntiSkill will be performing a surprise raid on the slums, Mikoto confronts Konori herself, who explains Kurozuma had left on an errand, which led to an accident where he was presumed dead. Kurozuma arrives Konori tries to convince him not to fight against Big Spider himself. The next day, Konori, Mikoto and Kuruko assist Kurozuma in facing against Hebitani. After Mikoto destroys the Capacity Down device, Kurozuma and Konori deal with the thugs. Hebitani reveals he has a bomb strapped to his body, but Kurozuma takes him down. Afterwards, Kurozuma accepts his arrest, but makes up with Konori.

AntiSkill member Tsuduri Tessou is having a bad day, first missing her train and then getting taken hostage during a mission. After being saved by her partner, Yomikawa, they do a curfew run at an arcade where they spot Mikoto and her friends, along with a boy named Konoue, one of Kazari and Ruiko's classmates. The next day, after Tsuduri gets given several menial tasks, she encounters Konoue at the arcade again. She meets him again the next day, showing him how to get a secret character, before going to help a drunk Yomikawa. Whilst on duty the next day, Tsuduri deals with both Index and Aisa Himegami before ending up at the arcade again, where she plays against Konoue whilst both using the secret character. The next day, she learns from Ruiko and Kazari that Konoue has transferred to a school for games design, hoping to make a sequel for that fighting game.

After incurring her wrath the previous night, Mikoto and Kuroko spot the dorm supervisor walking about. They follow her to an orphanage where they are surprised to see a kindhearted dorm supervisor be friendly to the kids. Mikoto and Kuroko also spot Ruiko and Kazari helping out, and they notice the dorm supervisor appears to have feelings for their teacher, Daigo. Hoping it would change her attitude in the dorm, Kuroko offers to play cupid and get the two together. Whilst the gang help out with the kids the next day, the dorm supervisor and Daigo work together to make a cake, though she has a bit of trouble staying focused. As Mikoto plays with the kids, she is reminded of Harumi's memories. Just then, an earthquake kicks in and the dorm supervisor rushes to protect one of the kids, getting praise from Daigo. The two later go to dinner, where Daigo brings up the topic of marriage. However, a few days later, Daigo reveals he's planning to propose to one of the other helpers, and the dorm supervisor quickly reverts to her usual ways.

The Tokiwadai dorms hold a public midsummer festival and Mikoto, wearing a maid's outfit, gives Ruiko and Kazari a tour of the festivities. Kazari, in particular, is excited to try everything the festival has to offer. At lunch, word gets out that Mikoto will be doing a stage performance and everyone who hears about it looks forward to it. These high expectations make Mikoto nervous until she runs into Tōma backstage. The anger she throws towards him cures her of her nerves, and she is able to perform the violin beautifully in front of everyone.

As more earthquakes occur, Mitsuko finds herself attacked by her porcelain dolls. Meanwhile, Kazari is given a new roommate, Eri Haruue. Whilst Mikoto and Ruiko take her out, Kazari, Kuroko and the other Judgment and AntiSkills are briefed on the cause of the earthquakes by the head of the Multi Active Rescue squad, Telestina. She explains it is the cause of Poltergeists, espers with something called RSPK syndrome that causes them to lose control over their abilities. After regrouping at the arcade, the gang decide to go to a Hanabi Festival. Mii decides to investigate the RSPK syndrome, and finds a link to AIM diffusion fields, believing the incidents are on purpose. Whilst watching the fireworks, Eri starts to space out and wander off. Just then, the effects of the poltergeist attacks, and as a lamppost almost falls on Kazari and Eri, they are saved by Telestina.

Following the Poltergeist incident, Mikoto wonders if Harumi Kiyama is once again involved. Since Harumi is supposedly still in custody, Kuroko begins to suspect Eri may be the cause and runs a background check on her. The next day, Kazari takes Eri out to the park to cheer her up, where she tells her about a friend she is looking for. She then spaces out again and another poltergeist attack occurs. Kazari gets angry at Kuroko for thinking Eri is responsible for the attack. Telestina take Eri and the others to a research facility for some tests, the results showing she could not have done the attacks, much to Kuroko's objection. When Eri awakes, she explains that she goes into a daze whenever she hears the voice of her friend, Banri Edosaki. When Eri shows everyone a picture of her in her locket, Mikoto recognises her as one of the child errors from Harumi's memories.

Erii mentions Banri was her friend before she moved to a different home, and whenever she hears her thoughts, they are always about suffering. After hearing the details about Gensei Kihara's experiment from Mikoto, Telestina theorises the unconscious children may be the cause of the Poltergeists. Meanwhile, Kazari is still refusing to talk to Kuroko. The next day, Mikoto hears from Telestina that Harumi had been released on bail. Judgment's research finds that the RSPK syndrome could potentially spread and infect the majority of the city, causing a massive poltergeist attack. Noticing a familar facility whilst reading a file on Kihara, Mikoto sneaks off to investigate it, where she finds not only the experiment machinery, but Harumi as well. She takes her to where Banri and the other hospitalized children rest, where she once again meets the frog-faced doctor. He reveals Kihara's experiment was one to obtain Level 6. He had made sure they survived and bailed Harumi to help find a cure, but whenever they try to wake up a poltergeist occurs. Telestina arrives and takes custody of the children, with Mikoto stopping Harumi from trying to stop them.

Telestina takes Erii to see Banri. Still feeling some concern, Kazari goes to see Harumi and convinces her to share her data with the MAR. However, Telestina won't let them see either the kids or Erii and breaks Harumi's data. Telestina reveals she is related to Kihara and attacks Harumi. As Kazari tells the others what has happened, they find out that Telestina is Kihara's granddaughter and was one of the first test subjects in his experiments. Mikoto goes to confront Telestina, who reveals she plans to finish Kihara's research, but is beaten by Telestina's battle suit when she uses Capacity Down on her. As Telestina take Erii and the children away, Mitsuko saves Mikoto from being captured. As Mikoto tries to go back into battle, blaming herself for everything that's happened, Ruiko stops her and reminds her that she doesn't have to fight alone. As Harumi chases after Telestina, Mikoto and friends get together to work out a plan to save Erii and the others.

Mikoto and the others catch up with Harumi, who was actually being led away by a decoy. As Kuroko and Mitsuko hold off Telestina's ground troops, Harumi, Kazari and Ruiko head towards the real location of Erii and the children, whilst Mikoto defends them from Telestina, who is piloting a large robot that is resistant to Mikoto's attacks. With the help of Kuroko, Mikoto eventually manages to beat the robot by using its weaponary against it. They manage to find the children, but are soon found by Telestina who attacks them with Capacity Down. She plans to use the first sample, taken from herself, and the children in order to turn Erii into a Level 6. Just as things seem desperate, Ruiko manages to destroy the Capacity Down controls, allowing Mikoto to use her railgun and beat Telestina. With the first sample in hand, Harumi finally finishes the cure and reawakens Banri and the other children. As they recover, they give a big message to Harumi for her birthday.