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Nightmare comes out into the open attacking the Universal Guardian Headquarters. Kali takes over the Chiefs' office personally.
Meanwhile on Sword breaker repair status is good but Kain is discontent with the progress and missing Milly.
Milly sells her gun and gets fitted out in a disguise. She decides to do what she wants not what Kain wants. She then meets up with Neena who is directing traffic (poorly) They talk.
Kain loses patience as Nightmare phases in a whole bunch of ships. Kain decides to fight very recklessly over Canal's protests. On the lost ship Nezard, Darkseeder and Stargazer gloat about the hate and fear they are causing.
Milly and Neena talk. Neena is discouraged about Rail leaving but she is sure that he has a good reason. Milly talks about her past and how she had changed her name when she was young even contemplating suicide. She told Neena that cooking and eating had become her way of coping with bad events. Neena decides to take her vacation, and steals a ship with Milly. Neena of course begins the flight by shorting out the control panel.
The fight with the nightmare ships continues. Swordbreaker is damaged further and Canal finally convinces Kain to break of the fight. Rail shows up with "Ragadon" Rail shoots off a warning shot before breaking off. I have to add that Rail looks as if he is being controlled by the ship at this point instead of vice versa. Swordbreaker escapes.