Electronic Spirit Zuellni
In Grendan, Leerin is writing a letter to Layfon when she meets a woman name Synola Leisler who notices through Leerin eyes, a vision of a creature and young blacked hair girl. Unknown to Leerin, Synola is actually Queen Alsheyra, with one of the Heavens Blades disguising as her while she’s out. Meanwhile in Zuellni, Karian secretly visit Layfon and comments about his platoons victory, him being a member of the Heavens Blade, the 12 elite warriors of Grendan and wonders why he still working at machinery even though he now has a larger scholarship fund. Layfon responds he doesn’t want the president’s “bribe” and he’s not the person the presidents thinks he is. At the machinery section, Layfon meets with Nina and he explains the reason he held back his powers as he wanted to live a different path that didn’t involve fighting due to a mistake he made in the past. Suddenly, a group of hunters have capture Zuellni, the City’s Electric Fairy where Nina chase after them but with the help of a mysterious stranger who sends all of them into another dimensions, they defeat the hunters but not before the stranger put Nina to sleep using kei. As Nina recuperates, Harley tells Layfon an incident in Nina’s childhood that made her seek power when her life was saved by the sacrifice of her home’s Electric Fairy. As Layfon heads home, he meets Mifi, Naruki, Mei-Shen and latter Felli who forgives him at what happen at the inter-platoon match in exchange that for now on, he must call her Felli and she calls him Fon Fon. As Felli uses her pyschokinesist powers, she detects a large dragon Limbeekoon in the distance. In a flashback based on the Legend of Regios novel (which the entire dialogue is spoken in English) , a man saves a girl name Sae (the girl in Alsheyra vision) as they try to escape a complex.
Aired 25/01/2009EP 3 - Electronic Spirit Zuellni

Chrome Shelled Regios
In a post-apocalyptic world overrun with mutated beasts called Limbeekoon or Filth Monsters, humanity is forced to live in large mobile cities called Regios and learn to use special weapons called Dite, by harnessing the power of Kei to defend themselves. In the Academy City of Zuellni, Layfon Alseif is hoping to start a new life and forget his past. However, his past has caught the attention of Karian Loss, the manipulative Student Council President and Nina Antalk, a Military Arts student and Captain of the 17th Military Arts Platoon, who instantly recognizes his abilities and decides he’s the perfect candidate to join her group. However, with a secret past that won’t leave him alone and unknown powers beyond normal, Layfon just might not take it.