The episode begins with Ichika in a dream similar to the one he had in the last episode of the first season. However, this time when he looks to the woman in the IS who he thinks is his sister, she grabs him and strangles him while saying 'I'll kill you'. Ichika then wakes up and finds Laura sleeping with him once again, but this time she has 'clothes' on. Laura asks Ichika to the new amusement park to end their last summer day. Ichika then suggests that they bring the whole group, angering Laura. Ichika then goes around the whole day inviting the other girls to the Amusement park. Meanwhile, Charlotte and Laura decide to go shopping. During their trip, Charlotte and Laura become mini celebrities in a clothing shop, employees at a maid cafe, and heroines when they break up a hostage situation at the maid cafe. The scene then cuts to a mysterious woman named M breaking into a heavily guarded facility to retrieve a confined IS using an extremely powerful IS of her own named Silent Zephyrus. The scene then cuts back to the girls and Ichika at the Amusement park having a fun time. The episode ends with a quick appearance by Sarashiki Tatenashi.

After sparring with Lingyin, Ichika runs late to class and is punished by Chifuyu. Officially meeting Tatenashi at the school assembly, Ichika oversees the selection of his class' activity for the school festival wherein Laura suggests a normal maid cafe. After receiving approval, Ichika is unwilling to receive Tatenashi as an instructor and challenges her ultimately losing. Dreaming upon the grasslands, Ichika appears to see Houki before awaking in Tatenashi's lap. Tatenashi takes Ichika training in shooting stances with Charlotte and Cecilia. Ichika returns home to find Tatenashi who incites Houki as he enters into a new training routine with Tatenashi. In the end Houki, Cecilia, Lingyin, Charlotte, and Laura all try to comfort Ichika as he falls asleep from exhaustion.

Tatenashi extorts Ichika for a massage before he butlers for his class' maid cafe the next day. Stopping by the cafe, Rin orders a set wherein she has to feed Ichika personally. Disheartened after Houki interrupts her attempt to be fed by Ichika, Rin eats the pocky and is complemented as being cute. Realizing it is in comparison to a squirrel, Rin storms off leaving Reiko Makigami asking Ichika to use her company's equipment. As Ichika goes on break, Cecilia, Houki, Charlotte, and Laura all try to join but Cecilia wins out taking him to the brass band exhibition. Returning, Ichika is abducted by Tatenashi to be the prince of the student council's rendition of Cinderella wherein, unbeknownst to him, whomever gets his crown receives the right to live with him. Under constant fire, Ichika manages to survive Rin, Cecilia, Charlotte, Laura and Houki only to be pursued by the walk-in contestants where he is dragged under stage by Reiko who desires to steal Byakushiki.

Reiko unleases Arachne revealing herself to be Lady Autumn from Phantom Task. After detaining Ichika, Reiko reveals that it was Phantom Task who captured Ichika during the Second Mondo Grosso while she forcibly attempts to take Byakushiki. Upon arrival, Tatenashi is seemingly killed while Cecilia and Rin engage BT Second, Silent Zephyrus. Revealing the speared Tatenashi to be a water-based copy, Tatenashi along with her IS, Mysterious Lady, engages Lady Autumn. As Ichika pursues Lady Autumn, he is intercepted by Silent Zephyrus who successfully deters him, Houki, Charlotte, and Laura allowing Lady Autumn and herself to escape. Maya briefs Chifuyu on Phantom Task revealing that Silent Zephyrus was the second Blue Tears stolen from England while Chifuyu reveals that Tatenashi's true objective was to train and guard Ichika. Unknown where, Autumn berates a woman resembling Chifuyu for her interference while Squall intervenes simply addressing the other as "M". As M awaits her revenge while staring at a locket containing the photo of Chifuyu, Tatenashi reveals to Ichika her purpose of protection. Tatenashi also reveals what Ichika's crown really meant as the stays with him.

By request of his teachers, Ichika is drawn to an event where each of the girls are allowed to provide service for him for a limited amount of time. Initially, Houki stumbles while performing a Japanese Tea Ceremony to him, followed by Cecilia who plays billiards with him while wearing a bunny suit. Charlotte then serves Ichika some cookies while dressing as a poodle but is taken away for going too overboard on her service and Laura plays darts with him with some intimate items of hers as prizes. Before Lingyin's turn, Tatenashi appears to join the party and teases Ichika wearing a cat suit. Before the end, Chifuyu appears dressing as a maid to serve him and it is revealed that it was all part of the birthday party they had prepared to him. When asked about which one of the girls acts he liked best, Ichika chooses Chifuyu's instead, just to be scolded by them. After the party, Ichika is approached by M, who introduces herself as Madoka Orimura and is about to attack him.

Laura appears in the nick of time to protect Ichika and Madoka flees. Some time later, Charlotte is assigned to perform some escort job and with the other girls all busy, Ichika offers himself to assist her. While dealing with some attackers, Ichika protects Char from an explosion and back at the academy, his Byakushiki is confiscated after displaying some abnormal behavior. With instructions to not fill the others about it, Char decides to watch over Ichika by herself as long as he is defenseless, but she comes into another predicament when her panties vanish mysteriously. Charlotte then discovers that changing her underwear does not solve the problem as it vanishes as soon as she puts it on, thus she is forced to keep going commando even at the risk of Ichika figuring out. Noting that something is wrong with her, Houki, Cecilia and Lingyin manage to have her reveal all the truth and the three start fighting for the right of becoming Ichika's bodyguard until Tatenashi appears to reprimand them for causing a commotion inside the school. Just when Charlotte decides to reveal the truth to Ichika, Laura appears and confirms that her panties had returned as the interference causing malfunctions of both Ichika and Charlotte's IS had subsided. Back at their room, Laura points out to Charlotte that all her troubles could be averted if she had put on a bloomer instead of panties, much to her chagrin.

Tatenashi watches over her younger sister, Kanzashi Sarashiki, who is feeling gloomy since her personal IS was delayed due to the development company focusing on Ichika's IS. Ichika and Houki are invited to be put on exclusive magazines for personal IS pilots; during the interview, Houki exaggerates that Ichika is willing to protect her. Later tonight, walking down the hallway, Ichika, wondering about the girl, Madoka, from before, and asks Chifuyu if they have any other relatives, claiming he is her only relative. Tatenashi entrusts Kanzashi to Ichika for the upcoming tag tournament. All of the girls interested in Ichika, plan to partner with him; however, Ichika responds that he plans to partner with someone else, Houki and Cecilia assume he implying to one of them. Ichika plans to partner with Kanzashi. Following through, Ichika visits Class 1-4 only to be turned down by Kanzashi.

Persisting Kanzashi to be his partner, Ichika looks up on maintenance assistance for Kanzashi's personal IS, but it's not that simple. Meanwhile, upon realized Ichika insisting to pair with Kanzashi for the tag tournament, the girls take their time training more aggressively. As Tatenashi has Houki to team up with her, she analyzes Houki's physical body, to her surprise to learn that her aptitude is up to level S already. When Kanzashi takes her IS, Uchigane Nishiki, for a test run, it malfunction, then Ichika saves her before she crashes. Having a change of heart towards Ichika, she indirectly agrees to be his partner. Then Ichika shares data from Byakushiki to help improve Kanzashi's IS, and haves other students to gladly help. Returning to his dorm room, Tatenashi insist Ichika for another massage, talking how important younger siblings can be for their elders, knowing how strict they can be for their protection. Kanzashi having to give Ichika sweets as gift, she reaches his door only to overhear that Ichika’s generous offer was Tatenashi's idea, leaving her heartbroken.

Heavily depressed of her sister's doing, Kanzashi skips school today. Tatenashi announces the opening tag tournament at the school assembly, while Ichika goes looking for Kanzashi who's thinking how incompetent she is. Then a sudden raid, is launch onto the arena by five anti-IS units. Chifuyu commends the Personal IS pilots a combat attack. One unit lands before Kanzashi when Ichika saves her. Kanzashi activates her IS and both battle the anti-IS. Tatenashi and Houki charge spear-strike onto their anti-IS, but its armor prove too much to penetrate, thus an explosion occurs. Ichika goes to check on the scene when Kanzashi detects Tatenashi is unconscious and fights in rage at the unit until her IS weapon power runs out. Believing it's hopeless, Tatenashi protects Kanzashi and gets fatally injure. Deep within subconscious, Ichika and Tatenashi encourage Kanzashi that no matter how weak you are…a hero should never run away…and accept your well-being. Houki replenishes Ichika's energy. Kanzashi uses a charm that Tatenashi lead to her and they destroy the anti-IS, while the other units are destroyed as well. Recovering in the infirmary, Tatenashi begins to see how reliable Ichika can be and feels for him, while she and Kanzashi have a friendly sister-to-sister talk. Meanwhile, they managed to recover two of the advance anti-IS Cores, as Chifuyu decides to notify the government. Later, Kanzashi gives Ichika an anime movie as a gift, and she confesses her love to him and ran, but realizes she mistranslated that she loves anime.

The girls are shown sitting down at the cafeteria questioning Kanzashi's relationship with Ichika. Kanzashi replies with "We're just friends." but secretly has feelings towards him, which all the girls then reflect that upon themselves since their all in the same boat. Later that day Ichika is called to the nurse's office by Maya, where she then tells him that due to the recent attack the IS-suits must be improved. Maya then tells him the "Student Council" asked for Ichika himself to do the body measurements. After the debacle the group is on the roof eating lunch where Ichika is shown with a bento made by Houki. When Ichika mentions how he loves everybody's cooking, Cecelia becomes upset considering she can't cook whatsoever! When everyone went back at their dorms Cecelia goes to Houki for help on how to make good fried chicken. With deep remorse she decides to help Cecelia anyway. When Houki gets a call and leaves the room, Cecelia purposely adds perfume and mustard to the chicken for "touch", where Houki then taste-tests it. The next day Houki is shown absent (due to Cecelia's absurd concoction). Cecelia then goes to Charlotte for help and they start to make Charlotte's famous "pot-au-feu". When Laura is tossing in her sleep due to bad dreams Charlotte goes to tuck her in and leaves Cecelia to her own accord where again she purposely adds her "touch" to the dish (Laura is shown waking up hungry and then eats the dish). The next day Houki, Charlotte and Laura are shown absent, Cecelia asks Ichika if just him and her could eat lunch on the roof the following day, where he agrees. Finally Cecelia asks Ling for her help, Ling who has technically figured out what Cecelia has been doing tells her to try her "own" food, but sure enough Ling ends up tasting Cecelia's sabotaged dish. Cecelia meets Ichika on the roof, but due to her making everybody sick and not even keeping a single dish, Ichika then brings her to his dorm where they make Rice Balls. The episode ends with

The IS class goes on a leisurely field trip with the girls vying for Ichika's attention. While leaving, the class is attacked at their various locations by Phantom Task.

Madoka appeared before Ichika, piloting the Black Knight IS. Tatenashi engages Squall on top of a tower at full combat. On a malfunction monorail that Chifuyu and the following students are trapped in, they deduce a time-bomb is attached to it, so Kanzashi quickly calculates the bomb’s whereabouts. As Ichika fights Madoka while reaching the train, Houki and Cecelia are attacked by Autumn and eventually rejoin Ichika, to see the train’s explosion. Having Ichika devastated, Madoka stabbed him fatally, leaving Houki to save him and cries for his awakening. Luckily, Charlotte, Laura, Huang, and Kanzashi detained the bomb just in time. In a dream, Ichika is seized by Madoka, but then a mysterious girl in white hair gives Ichika a helping hand. Squall has the other IS pilots vulnerable, until Tatenashi diverts her with a weapon of hers and signals for Ichika's instigates attack in White Knight form. Madoka intercepts Ichika, though he manages to strike her down, Phantom Task evacuates for now, prompting they have collected enough data, and Ichika is welcome by everyone else alive and well. A scene is shown Tabane sitting beside the mysterious girl. In a hot spring, Ichika relax while thinking about Madoka's pendant that had Chifuyu's picture. Just before Ichika leaves the bath, the girls suddenly start coming in because a person mistakenly changed the sign from male to female, to their embarrassment.