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Sakamoto Mio's magic has deteriorated to the point that she begins having trouble controlling her Striker Unit after using Reppuzan (which, despite this, is still powerful enough to take down a Neuroi with a single hit). Even while openly denying something is wrong, Mio knows she is close to exhausting her magic power.

Shortly after, we see Yoshika looking for Mio. Finding her room's door open, she enters to find it empty, with only Reppumaru sitting on a stand. After a brief flashback, Yoshika takes the sword on her hand. The sword starts sucking her magic, however Mio shows up in time to get a hold of Yoshika. As Yoshika recovers her senses, Mio scolds her for touching the sword.

Minna and Mio leave on a plane for an important meeting at mission control. At the meeting, is revealed that the High Brass has already determined the upcoming mission: Use the Yamato to repel the Venezian Neuroi Hive. Mio mentions that the Yamato, being an ordinary weapon, couldn't stand a chance against an airborne Neuroi. However the truth is that Yamato is a special, ultimate weapon; based on Fuso's research into the Warlock project made in Gallia, the military developed a more stable core control system. This allows for about ten minutes of control over the Yamato after it has been converted into a Neuroi.

Mio gets mad when informed that a Witch couldn't take on a Neuroi Hive, and mentions that with the True Reppuzan, she could accomplish victory against even something as powerful as a Hive. One of the High Brass mentions Mio should have retired already (since she was already at the age most witches lose their shield). They also explain that the mission is of utmost importance; if it failed, there would be no choice but to surrender Romagna to the Neuroi. Adjourning the meeting, the High Brass explain that Operation Mars will be starting at 1000 hours the next day. Mio still attempts to argue, but Minna prevents her from objecting further. The 501st is then given the order to escort the Yamato into battle. Minna agrees, to Mio's shaken surprise.

Back at the base, Minna organizes a small meeting to explain the battle plan, and explain the consequences of a mission failure: surrender Romagna to the Neuroi and disband the 501st. Barkhorn promptly objects to that last stipulation, calling it ridiculous, and asking why Minna would agree to such a thing.

Minna then reveals that she hadn't agreed, stating she was against it as Trude was. She mentions that they don't have the resources to keep up the battle of attrition they've been fighting, and that casualties would simply continue to pile up the more the fighting continued. This mission was their only option. Lucchini then burst into tears due to the possibility of abandoning Romagna to the Neuroi. Charlotte comforts her, stating that they weren't going to hand over her homeland to the Neuroi. The solution was obvious: they just needed to win.

Minna says that there were eleven Witches, and Yoshika complements that with all of them, they would win for sure. At that moment, Mio seems to look down, sad. Yoshika promptly notices it. Later on at night, Yoshika wakes up and still bears the marks of the Reppumaru on her hands. She decides to pay a visit to Mio, but this time, Mio isn't on her room, and even Reppumaru is missing.

Mio heads to the hangar, preparing to take flight for training; she wants to master True Reppuzan for tomorrow's battle. Wearing her Striker Unit, she tries to take flight, determined to master the technique. She shoots up the runway, but Minna shows up right at the hangar doors. Mio ends up avoiding Minna, however this results in a crash landing. Minna confronts Mio, having known that this day would come. Minna explains that while Reppumaru gave Mio strength, it was a double edged sword, as each Reppuzan drained more and more of her magic.

As the rain starts pouring over them, Minna states firmly that Reppumaru was shortening Mio's lifespan as a Witch. Mio stands up, saying she can still fight. She tries powering the sword with magic, but it only glows dimly before fading. Mio can't believe her eyes, and Minna tells her that she's done. Mio refuses to accept that, swearing that she'll master the True Reppuzan. Minna tells her that it's impossible, but Mio begs for just one more attack, for her to be able to use True Reppuzan just once. She then begins crying into Minna's arms. Yoshika, who had been looking for Mio, witnesses the whole scene, now finally aware of the weight on Mio's shoulders.

The next day, Minna organizes a meeting and reviews their orders: Escort and protect the Yamato. As they depart, Yoshika decides to work extra hard to make up for Mio. The Fuso Fleet is already en route to the Hive as the 501st connects with it.

As the fleet grows closer, the Neuroi scores the first hit, taking down the Destroyer Nicholas. The battle had begun, and the Strike Witches engage to protect the Yamato while the Neuroification process completes. The Hive attack army is mostly composed of disk-like crafts, and the Neuroi seem to be primarily targeting the Yamato. The battle continues while the fleet advances, under protection from the 501st.

Mio tries to perform the Reppuzan, but she fails completely, causing her sword to fly from her hands and become stuck on the deck of the Yamato. Mio is protected by Yoshika, but cannot believe she was unable to use the Reppuzan. As the battle drags on, the witches' magic power begins to deplete. Minna orders anyone who can no longer fight to regroup on the Amagi. Mio is static in the air, slowly realizing that she can no longer fight, and thus can no longer protect anyone.

Finally, the Magic Engine Dynamo on the Yamato is turned on. Section by section, the Yamato starts to turn into a Neuroi. With an estimate nine minutes of usage, Yamato starts flying, towards the Hive. The Neuroi start to target it exclusively, but the Neuroified Yamato displays a staggering amount of firepower as it advances towards the Hive.

Minna calls the mission completed, but Mio cries, saying that for her, fighting and living were one and the same. She lost her shield, and now she couldn't even use the Reppuzan. Minna praises Mio for how she fought valiantly as the Neuroified Yamato, now airborne, makes its way closer to the Hive. Yoshika, who had been worried about Mio's safety, expresses relief that she's finally done fighting.

The Hive sends waves of Neuroi to try to stop the Yamato, but its sheer firepower and regeneration ability cause it to advance unhindered. The Yamato finally hits the large dome on the Neuroi Hive, causing a huge shockwave. The captain orders the main cannon to fire, but nothing happens: the Magic Engine Dynamo had stopped moving.

The Neuroi launch another attack on the ship, bombarding it. With the magic engine dynamo shut down, the main cannon is inoperable: the operation had failed. The fleet prepares to retreat, but Mio refuses to give up, stating that it isn't finished; not the war, and not her. She dashes out of Minna's arms towards the Yamato, planning to use her remaining magic power to start the Magic Engine Dynamo.

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Horten Ho XIII B -- The Horten Ho XIII B supersonic flying wing fighter was developed from the Ho XIII A glider, which had 60 degree swept-back wings and an underslung nacelle for the pilot. The XIII B was to be powered by a single BMW 003R turbojet/rocket engine. The cockpit was located in the base of a large, sharply swept vertical fin. Like the research XIII A glider, the XIII B also had swept back wings at a 60 degree angle. Projected armament were two MG 213 20mm cannon, and the Ho XIII B was projected to be flying by mid-1946.

Horten Ho XIII B

Operation Mars -- Operation Mars was the operation codename for the Rzhev offensive operation part of the Rzhev-Vyazma strategic offensive operation (08.01-20.04.42) launched by Soviet forces against German forces during World War II. It took place between 25 November-20 December 1942 in a salient in the vicinity of Moscow. The offensive was one in a series of particularly bloody engagements collectively known as the Battles of Rzhev, which occurred near Rzhev, Sychevka, Vyazma (Sychevsk-Vyazma offensive operation) between January 1942 and March 1943. The battles became known as the "Rzhev meat grinder" ("Ржевская мясорубка") for their huge losses, particularly on the Soviet side. Other operations that were executed as part of the strategic offensive were the Mozhaisk-Vyazma offensive operation (Operation Jupiter), Toropets–Kholm Offensive and the Vyazma airborne desant operation. The offensive was a joint operation of the Soviet Western Front and Kalinin Front coordinated by Georgy Zhukov. For many years it was virtually unknown in the West, and just relegated to a footnote in Soviet military history.

Operation Double Ass-clench

Notable ship appearances --
Ships that make noticeable appearances in the episode:
Battleship Yamato
Aircraft carrier Amagi: The last purpose-built Japanese carrier construction during World War II was a group of vessels based on an improved Hiryū design, but with individual units differing in detail reflecting the changing circumstances as the conflict in the Pacific approached its conclusion. Amagi was ordered, under the provisional name of #5001, as part of the Kai-Maru 5 Program of 1942. This was a massive naval construction program intended to replace losses suffered at the Battle of Midway and focused on aircraft and aircraft carriers. The ship was one of 16 Unryū-class aircraft carriers planned, although only three were completed before the end of the war.

Battleship Bismarck
Battleship Littorio
Destroyer USS Nicholas: USS Nicholas (DD/DDE-449) was a Fletcher-class destroyer of the United States Navy, which served through most of World War II, and for 27 years and two more wars after. She was the second Navy ship to be named for Major Samuel Nicholas. Nicholas was laid down 3 March 1941 by the Bath Iron Works Corp., Bath, Maine, launched 19 February 1942; sponsored by Mrs. Edward B. Tryon, descendant of Major Nicholas; and commissioned 4 June 1942, Lieutenant Commander William D. Brown in command.

Destroyer USS La Vallette: USS La Vallette (DD-448) was a Fletcher class detroyer of the United States Navy which served primarily in the Pacific Theatre of World War II, winning ten battle stars, before being laid up following the conclusion of hostilities.La Vallette was laid down 27 November 1941 by Federal Shipbuilding and Drydock Company, Kearny, New Jersey; launched 21 June 1942; sponsored by Mrs. Lucy La Vallette Little, great-granddaughter of Rear Admiral LaVallette; and commissioned 12 August 1942, Lieutenant Commander H. H. Henderson in command.

Destroyer USS Heywood L. Edwards:USS Heywood L. Edwards (DD-663) was a Fletcher-class destroyer of the United States Navy, named for Lieutenant Commander Heywood L. Edwards (1905–1941), captain of USS Reuben James (DD-245), the first U.S. Navy ship sunk in World War II. Heywood L. Edwards was launched by Boston Navy Yard 6 October 1943, sponsored by Mrs. Louise S. Edwards, mother of Lt.Comdr. Edwards; and commissioned 26 January 1944, Comdr. J. W. Boulware in command. The Heywood Edwards and her sister ship Richard P. Leary were loaned to the Japanese Maratime Self Defense Force in 1959 as JDS Ariake (DD-183); an interesting turn of events for a ship that received seven battle stars and a Navy Unit Commendation during the Pacific Campaign. She was broken up for scrap in 1976.

Destroyer USS Richard P. Leary: USS Richard P. Leary (DD-664) was a Fletcher-class destroyer of the United States Navy, named for Rear Admiral Richard P. Leary (1842–1901). Richard P. Leary was laid down 4 July 1943 at the Boston Navy Yard, Boston, Mass.; launched 6 October 1943, sponsored by Mrs. George K. Crozer III; and commissioned 23 February 1944, Commander Frederic S. Habecker in command. She won six battle stars in World War II, participating in the Alaskan and Pacific campaigns. In 1959 she was loaned along with the USS Heywood L. Evans to the Japanese Maratime Self Defense Force as the JDS Yugure (DD-184) ("Autumn Twilight").

HMS Price of Wales: HMS Prince of Wales (pennant number 53) was a King George V-class battleship of the Royal Navy, built at the Cammell Laird shipyard in Birkenhead, England. The Prince of Wales had a brief but active career, helping to stop the Bismarck and carrying Winston Churchill to the Newfoundland Conference; however, her sinking by Japanese land-based bombers in the South China Sea on 10 December 1941 was the primary event that led to the end of the battleship being considered the predominant class in naval warfare.

HMS Anson: HMS Anson was a King George V-class battleship of the Royal Navy, named after Admiral George Anson. Laid down at the Swan Hunter shipyard in Wallsend in 1937 and launched in 1940, the ship was originally to be named Jellicoe, after the Grand Fleet commander at the Battle of Jutland, but she was renamed Anson in February 1940. Anson saw service in the Second World War, escorting nine Russian convoys in the Arctic by
December 1943. After the war, she was the flagship for the 1st battle squadron of the British Pacific Fleet. She was scrapped along with her other three sister ships in 1957.

Ship list

Dornier-Stra Haunebu II -- In 1935, a mysterious group, Vril was found in Northwest Germany that was to develop a series of flying disc. The disc crafts were to be installed by a revolutionary electro-magnetic-gravitic engine that powered the rotating disc wing or internal disc blade. In 1939, A several of prototypes were said to be tested at Arado Brandenburg aircraft testing field. Stable and control problems were revealed during flight tests. In 1943, the SchutzStaffel maneuvered to take control of the weapon from the German Army. One of the tasks was researching the alternative energies and fuels. The SS took over the most completed models, the Vril RFZ-5 and RFZ-6, redesignated it as Haunebu I and II. The armament was planned the KSK strong ray cannon but was installed existing KG gun and tank cannon instead. In 1944, the SS had intended to produce the Haunebu II with tenders for both Junkers and Dornier but in early 1945 Dornier was chosen. However, the end of the war prevented Dornier from building any Haunebu production.Or so they say.

Nazi UFO

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