Listy, Tomoe and Shizuka all reach the edge of Gainos, and Reina and Nanael catch up with them. Listy tells them to leave, so Reina challenges her to a fight for Queen's Blade and Listy accepts.

Tomoe and Shizuka arrive on the mainland. Tomoe attempts to blend in by choosing an outfit more fitting for the mainland when she overhears a Queen's Blade battle being undertaken. Reina and Listy reach the entrance to where the Queen's Blade tournament is being held.

Nanael is following Reina on her journey. Tomoe and Shizuka are continuing on their journey as well, and rest at a hot spring. Elina is also on the road and encounters Tomoe and tells her to leave the springs but before she goes Elina realises that Tomoe has fought Reina.

In heaven, Nanael is summoned by Seraphim, the head angel who plans to exile her as she has forced people to fight each other. Seraphim threatens to send her to hell unless she goes to where the Swamp Witch is and find out what the Swamp Witch is up to.

Reina is walking outside of town when she encounters Melona, and tells her she is going to defeat her for attacking travellers. Melona taunts Reina for being such a weak fighter, and says she only wants to fight decent warriors as she is a participant in Queen's Blade, a tournament held every four years to decide who is going to be the next Queen.

Claudette arrives where Reina and Listy were the night before and encounters Echidna who explains she let Reina go so that Claudette could become countess and hence reward her. Claudette goes to find Reina, and has a flashback to where she rescued Reina as a child.

Nanael is reassigned by the Head Angel to compete in the Queen's Blade as punishment for failing her prior assignment. Heaven suspects something is wrong with Queen Aldra.

Tomoe, a Warrior Priestess, and Shizuka, a Demon Priestess who has defected are meditating in the shrine they tend to. Tomoe decides she is going to travel to the mainland to compete in the Queen's Blade tournament. During the night, Demon Ninja priests attack the temple.

Tomoe demands to know why Aldra had the Kouma Ninja attack Hinomoto. Aldra says that she has been searching for her sister, and Hinomoto is the only area outside of her rule.

Nanael makes her report to Heaven, where the Head Angel determines that Aldra has made a pact with Delmora, a fallen angel. The final battle begins, with Aldra proving to have overwhelming power.

Reina recovers outside the pyramid, on the edge of a forest, and a Maid of Temptation, Airi is turning the forest into a swamp. She is attacked by the Nowa, Watchmen of the Forest. Airi catches Nowa and steals her life energy.

Irma refuses to help Echidna, so Alleyne and Nowa resolve to pick them off one by one. Echidna's past is revealed. Echidna manages to trap Alleyne in a pitcher plant, then to pin Nowa.

It is revealed that Nyx is enslaved to a tentacle demon lord named Funikura, who has given her magical fire power, yet often molests her with its tentacles. Elina realizes that Nyx is a coward without Funikura, and tricks her into relinquishing it, upon which Nyx surrenders.

Mirim has been equipped with the Hyper Vibration Armor and armed with the Hyper Vibration Sword "Infinite Slasher" by Ymir, who sends her to fight Annelotte under the queen's order.

Seeking guidance from the church, Annelotte unwittingly angers the overzealous Inquisitor Sigui and is challenged to a duel. Annelotte must fight for her life as being declared a heretic by Sigui automatically comes with a sentence to be burned alive by holy fire.

Annelotte sneaks into Gainos Castle with Yuit and Vante to rescue Mirim, but she must get past Dragon Warrior Branwen first.

Annelotte finally confronts Mirim and her nearly invincible Hyper Vibration Armor, and in the middle of the fierce showdown, Captain Liliana's flying pirate ship suddenly appears in the sky above.

After Alchemy Strategist Yuit saves her friend Mirim from harassment by the queen's soldiers with the help of her elfen automaton Vante, Ymir shows up at her village the next day trying to procure Vante for the queen's military. Yuit finds an opportunity to escape but is later ambushed by Elina.

On a mission to clear the mysterious fog that's preventing transportation of life-saving medicine, Annelotte travels to the Calibara forest where she meets Moon Shadow Dancer Luna Luna and fights a giant slimy monster. And yes, there will be tentacles.

Airi and Nanael are both desperate to finish the match quickly, as both are starving, and begin to fight in earnest. Airi weakens Nanael by causing her to spill more of the sacred milk, which spills onto some of the petrified people in the palace.

Claudette and Menace are fighting in a desert, giving Menace the upper hand. Her sand attacks confuse Claudette, and she uses cursed attacks to drain Claudette's strength. It begins to rain, however, which weakens her sand attacks, and Claudette emerges victorious.

Claudette and Risty are fighting in the courtyard of Vance Castle just as Vance's army is leaving in his bid to overthrow Aldra by conventional military force. Claudette is initially victorious, knocking out Risty with a lightning bolt.