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Please note all episode summaries are based on the first Japanese LD release (not the Director's Cut "Wings of Hope" or the English DVD dub).
A flashback scene explains how Emeraude and Zagato fell in love, but as Cefiro crumbles, Zagato dies in a ritual suicide and Lantis was too late to stop him. Eagle stands over Zagato's body, looking satisfied.
Umi and Fuu attempt to fight off the revived Ascot, but are blown back by his upgraded powers. Ferio who survived his defeat runs into Lantis who explains there is something else controlling Ascot from behind. As Ascot keeps attacking Umi and Fuu, they hear the voice of Hikaru telling them to fight on. A pillar of flames burst through the ground as Hikaru returns with Lexus. Lexus explains that as long as her heart has hope, he will never be defeated. The three girls combine their attacks and severely injure Ascot, but he is still standing. As the dark energy tries to consume him again, he gives in to the pain and self-destructs.
The girls run back to the debris of the cafe to find Clef, who has somehow survived. He explains the reason behind Cefiro's invasion, with Ferio prying on their conversion and he himself learning the truth. The spirits and those who are able to use magic protected Cefiro's prosperity. But as the magicians numbers decreased, the land also started to crumble. According to the ancient texts, the high priest Zagato sacrifices himself in ritual suicide to form a pact so the spirits will hear his wish. However, none of them knew that the princess of the spirits, Emeraude was in love with Zagato. She was unable to accept Zagato's death and instead of saving the people of Cefiro, Emeraude's brother, Eagle leads them on an invasion to Rayearth (what they call Earth) to fulfill what he claims is Emeraude�s wish.
As Clef is just finishing up, Zagato's Mashin appears before them much to Lantis' surprise. The girls go forward to fight it but are instead warped into Cefiro castle by Eagle. Inside, Eagle shows himself before the girls while they attempt to summon their Mashin, but are unable to. Eagle proceeds to suck the energy from their Ovums into an orb in his hand which combines to form an image of Earth. It however, breaks the orb apart and the three girls see a vision of Emeraude, still in her dream state. They discuss with each other how Emeraude must accept Zagato's death and wake up from her dream. Eagle's voice exclaims they must not be allowed to live and sends the ghosts of the dead Cefiro people after them. Just in the nick of the time, Lantis appears and brings the girls back to the castle walls.
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Lantis explains Eagle has tricked his brother Zagato, as well as all of the Cefiro people into fulfilling what he calls a legend, but is really all a lie. Eagle summons the ghosts again while Lantis fights them off. He gathers his strength and teleports Hikaru and Umi outside the castle, but Fuu stays behind to protect him. Outside, Eagle summons Zagato's Mashin again while Hikaru and Umi summons Lexus and Seresu. They try to fight Zagato's Mashin, but are promptly beaten to the ground. Back inside, a wounded Lantis and Fuu are surrounded by the ghosts again but are saved by Ferio. Lantis teleports Fuu back outside with Ferio's help. Fuu summons Windam to protect the downed Lexus and Seresu, but is no match for Zagato's Mashin in one on one combat.
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As everything seems lost, the three Mashin explain they are actually one and combine to become Rayearth. Zagato's Mashin charges at Rayearth, but is punched through the chest and defeated in 10 seconds. Just as the girls thought they defeated Eagle, they hear Emeraude's singing again and Eagle says her sister's nightmare has not yet ended yet. Zagato's Mashin revives to resemble more of a beast than a Mashin and shoots black lightning bolts at Rayearth, much like what Ascot did after Eagle over his Mashin.
On the castle walls, Lantis hands Ferio his sword, which he merges with all his remaining strength, asking Ferio to give to the girls so they can finally put his brother's soul to rest. As Eagle pushes the girls further back, Ferio throws the sword to Rayearth, which has enlarged into Mashin size. Eagle laughs at Lantis' last effort claiming it will be of no use. But Rayearth takes the sword and resists the lightning strikes. Zagato's Mashin charges at Rayearth while the girls cast the powerful Hikari no Resen spell, blasting Zagato's Mashin in half and hitting Cefiro castle as well. Inside, the words of Hikaru, Umi, Fuu and Lantis reach Emeraude who tries to deny at first, but slowly come to accept the facts as she hears Lantis' voice mention Zagato's name.
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After defeating Zagato's Mashin for the second time, Lantis' sword as well as Rayearth disappears after exhausting all of their remaining energy. The girls think they have finally won the day, but Eagle appears again and starts to summon another beast. He laughs at the girls explaining that they finally realize how useless their struggle is as his powers are limitless so long as Emeraude remains in her dreams, and the dreams will only turn into nightmare after nightmare. As all seem lost, they hear Emeraude's singing and the beast Eagle was summoning disappears. A vision of Emeraude tells Eagle they were wrong to loose hope as the three girls have showed her and should try to "start again" to rebuild their Cefiro. Eagle argues he is the dark half of her existence, does she mean she will accept him as part of her again? Emeraude explains it was wrong of her to cast him aside and she should have shared her happiness as well as sadness with him. Eagle is rejoiced by Emeraude's resolve returns to Emeraude.
Clef and Ferio stand on Cefiro castle as the girls look on. Clef explains although they have lost many things, they should still be able to correct their mistakes and they exchange short goodbyes as Cefiro castle morphs back into Tokyo Tower. As the girls stand over what is left of the completely ruined city, the sky clears and they realize how beautiful the Earth is and the Mashin tell them this is what they fought to protect. The Ovums fade away from the girls' hands and the Mashin disappear off into the sky.
The next day, a news report says that although the city is largely destroyed safe for Tokyo Tower, there is nearly all casualties and what happened could only be explained as a supernatural event. Hikaru's school hosts a graduation ceremony as the three girls finally end their senior high school life. The last scene shows them together under the oriental cherry. One by one, they go separate ways until they disappear into the background. Mokona falls from the tree again, Puuing in all three directions before finally disappearing himself as well as the credits row.
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