Freezing Episode Rating Graph

After spending a week in solitary confinement for her actions, Satellizer faces Ingrid, who challenges her to a duel to punish her for going against the third-years and tells her to get a Limiter ready for it. Upon hearing about it, Kazuya begs Satellizer to let him be her partner, but she refuses. Instead, Sattelizer attacks Ingrid before their match, but Ingrid is well-prepared and gets the upper hand thanks to her Tempest Turn. When her Limiter, Leo, arrives, Ingrid gives Satellizer one more chance to get a Limiter, for which Kazuya volunteers despite being warned of the consequences of associating with Satellizer. Thanks to his powerful Freezing ability, Satellizer is able to knock down both Leo and Ingrid, but, hellbent on punishing Satellizer, Ingrid refuses to give up and goes into Pandora Mode, leaving Kazuya confused as to why Ingrid takes hierarchy discipline so seriously.

Satellizer finally accepts Kazuya as her Limiter as she doesn't feel uncomfortable when he touches her and he can do Freezing without performing a baptism. Arthur and Kaho are shocked by this development and even more so when they learn Satellizer has invited Kazuya into her room tonight. Meanwhile, a new student from Tibet named Lana Linchen has arrived at West Genetics Academy. As Kazuya, Arthur and Kaho head to the girls' dormitory, they are confronted by the 3rd to 5th-ranked Second-year Pandoras, Audrey Duval, Tris Mackenzie and Aika Takeuchi, whom all lost to Satellizer at the battle royale and wants to take it out on Kazuya, and tortures Arthur and Kaho for interfering. In anger, Kazuya activates his Freezing powers but soon lose consciousness as Lana arrives to rescue them and defeats the second-year Pandoras. Informed on what just happened, Satellizer visits the hospitalized Kazuya.

Lana enrolls into Satellizer's class where she is shown to be a formidable fighter when she defeats Ganessa during a practice bout. Despite being warned, Lana makes her moves on Kazuya, hoping to make him her partner much to Satellizer's jealousy. Arthur and Kaho continue to warn Kazuya not to be with Satellizer after telling him how she was held back a year and expelled from East Genetics for seriously injuring a Limiter who was a playboy. Later, Attia lies to Lana that Satellizer hasn't performed a baptism with Kazuya as she is only using him for his Freezing powers, which Lana brings Satellizer to a training facility where they fight over who should be Kazuya's partner. After a brutal fight, Kazuya intervenes to clarifty Lana about his relationship with Satellizer but Attia, along with two other third-years, Arnett McMillan and Cleo Brand, arrives.

After Kazuya is knocked unconscious, Satellizer starts fighting against Arnett while Lana, who seeks revenge for being used, goes against Cleo. Arnett manages to use her Double Accel technique to take advantage of Satellizer, allowing her to slit her neck while Lana is similarly overwhelmed by Cleo's Tempest Turn. As she tries to remain conscious while the third-years argue on what to do with her, Satellizer recalls when she and her mother were brought into the El Bridget household. Because her mother was her father's mistress, Satellizer was treated harshly by her younger half-brother, Louis, who even sexually abused her, and she was forced to bear it for her mother's sake until her older half-sister Violet learns about it and stops it. On her deathbed, Satellizer's mother apologizes to Satellizer for what she had gone through and encourages her to never lose to anyone.

The West Genetics Academy decides to hold a prom where both Satellizer and Lana crosses eyes over who will Kazuya go to the dance with which he chooses the former. Meanwhile, Elizabeth decides to take Chiffon's advice and tells the third-years to stop targeting Satellizer but Attia still wants to humiliate Satellizer. On the night of the prom, Attia challenges Satellizer to compete in the Pandora Queen beauty contest which the latter agrees out of pride. When she's about to go on stage soon, Satellizer becomes nervous but Lana who is also competing, encourages her to withstand it for the sake of her partner. Despite being shy on stage, her timidness appeases the crowd and she wins the crown. Angry about her loss, Attia arranges for Satellizer to wear a skimpy outfit which becomes transparent under the spotlight, but Kazuya uses his Freezing ability to freeze the crowd and helps Satellizer escape from embarrassment.

Kazuya is invited to East Genetics Academy to meet the #1 ranked third-year Pandora, Cassie Lockheart, who possesses Stigmata from his late sister, Kazuha. Despite her potential, she explains she plans to retire after graduating to become a novelist. As Kazuya returns home, Sister Margaret reveals that Satellizer also possesses six of Kazuha's Stigmata, but showed little compatibility with them. Cassie reveals to her teacher Milena that the reason she doesn't want to join the Chevaliers, the Pandora elite, was because she was there when Satellizer attacked the playboy Limiter when she was still a student at East Genetics, and Satellizer's resolve to never give up no matter how many times Cassie put her down made her scared and realize how weak she was. Just then, East Genetics is attacked by a group of Type S Nova who exhibit abilities that have never been seen before, overwhelming the students and absorbing some of the Pandoras, including Cassie and Milena.

As West Genetics sends their fourth-year Pandoras to reinforce East Genetics, the West Genetics Academy is soon attacked and surrounded by the Nova. With the fourth-years too far to help them, Yumi and Eliza leads the remaining fourth-years and the Military to the front lines while the rest of West Genetics' Pandoras and Limiters are ordered to guard the Academy. However, the Nova soon release Nova Forms, Pandoras they absorbed earlier at East Genetics who are now infected and under their control. Meanwhile, Satellizer is angry that Kazuya sees her as a replacement for his sister, but before he can explain, both of them, along with Lana, Ganessa and Arthur, are called by Sister Margaret to defend the underground Ravensborne Nucleohede facility which holds the body of Maria Lancelot, the first and mother of Pandoras. As the Nova Forms attack the Academy, a small group of them lead by Cassie and Milena manage to breach into underground facility.

As the Nova Forms head towards the Ravensborne Nucleocheode, they are held back by Ingrid, Cleo, Arnett, Attia and their Limiters. Cassie and Milena manage to evade them only to encounter Elizabeth and her Limiter, whom the latter learns the Nova Forms weak point is the Nova Stigma between their collarbones which will destroy the infection and release them from Nova control. However, Cassie breaks into the lower levels where Satellizer and the others are. After defeating Lana and Ganessa, Cassie goes after Satellizer who refuses Kazuya's help, where they both get into a fierce battle using all of their Tempest Turn and Accel techniques. As Cassie prepares a finishing blow to Satellizer, Kazuya summons up all of his Freezing abilities to stop Cassie and tells Satellizer how important she is to him which the latter realize how much Kazuya cares about being her partner.

Milena is stopped by Chiffon and Ticy from approaching Maria's body. Meanwhile, Cassie shoots an energy beam at Satellizer but Ganessa sacrifices her life to shield her. Traumatized from Ganessa's death who considers Satellizer her comrade, Satellizer goes berserk and turns into Nova Form where she brutally beats Cassie, cutting both her arms and ripping off her infected Stigma. Free from Nova control, Cassie begs Satellizer to kill her but she is stopped by Kazuya, who manages to hold her back and calm her, which turns her back to normal. With Ganessa revealed to have survived and Milena defeated, the Pandoras believe it is over, but the last remaining Nova uses Milena's Stigma as a beacon to teleport into Ravensborne Nucleotide, forcing Satellizer, Lana, Ingrid, Cleo, Arnett, Attia, Elizabeth, Chiffon and Ticy to fight it.