Little Orphans are stealing lingerie from the girls at school. Natsuki must walk around without underwear on a windy day, to her chagrin. Using Natsuki's underwear collection, they lure the Orphans and destroy them.

An Orphan is attacking city buses, but Mai has her own problems. The stress of taking care of her ailing brother gets to her, and Yuuichi Tate comforts her in the rain. They later go back to teasing one another.

The school holds a festival. Akane Higurashi fights an Orphan to protect her boyfriend Kazuya, but Miyu Greer kills Akane's Child, and Kazuya dies. Nagi Homura explains that the life of the person who's most important to the HiME is forfeit, not the HiME's life as Akane thought. Mai fights with Kagutsuchi for the second time, and reveals her powers to Reito.