Episode 1: Encounter
AD 2045. The cadets in a Preparatory Course at the Central Military Academy get meet at the International Space Port. They are bound to the Space Station Aries on its orbital course around earth. Ryota Aizawa, a 3rd grader in the Preparatory Course, is running around in the vast space port. He is looking for Nanao Morisaki, a senior cadet and the girl in his dreams, Nao. Unfortunately, Nao likes his brother, Shuhei Aizawa. He almost bumps into Sayaka Nagase, the class chairman at the academy, and other friends. He finally finds Nao taking a picture with a family he never met.
It is everyones first time traveling in space. What thrills and excitement! Under the guidance of a tender and charming teacher, Cellaria Merkelight, Ryota’s space training begins. A few days later, Ryota receives a letter from his brother, Shuhei. He is coming to the space station for a training session with his grade. Nao jumps with joy at the news!
Episode 2: Contract
Sayaka is shocked to receive a notice that cadets cannot meet civilians while they are engaged in training. She plans to meet her best friend, Aya, in the space station Aries. Ryota has an idea to meet Sayaka and Aya during a battle drill in zero gravity.
In the meantime, in the space shuttle soaring up to Aries, Shuhei meets a girl in the first grade of the Preparatory Course, Aya Sugimoto. When the shuttle docks at Aries, Aya is welcomed by the vice commander, Shige (Shigemichi) Morimoto.
In a mock battle, Ryota diverts the attention of his classmate, Kaz Nitta, to help Sayaka meet her friend. Nao is happy to see Shuhei. Suddenly, the emergency call resounds in the space station!
Episode 3: Outbreak
An unknown space ship approaches! The cadets help the civilians take shelter. The unknown space ship docks at Aries by force and the soldiers of a terrorist group called Hallarax, organized by Gale Latis break into the space station. The storm troopers led by Karen Tachibana charge forward and occupy the station’s control center and major facilities in a blink of an eye! Only a handful of people can flee and hide from the terrorist group – the brothers of Ryota and Shuhei, Nao, Sayaka, Kaz, Cellaria and a mysterious civilian called Yu Yamanami. They have to stop the terrorists from capturing the entire ship. A fierce battle begins!
Episode 4: Breathing Space
Ryota and his buddies narrowly fight off the attack of Karen and her troops, but Shuhei gets injured in the battle. When Shuhei is treated by Nao in the medical room, a badly wounded terrorist attacks him. Shuhei knocks the enemy hard. Sayaka worries if Aya can escape from the terrorists. No. In the main control room, Aya is captured by Hallarax.
Gale Lantis, Captain of Hallarax, organizes a new operation to capture the entire space station. Defeated Karen swears revenge on Ryota and the survivors.
Yu notices strange behavior among the survivors. It makes Sayaka suspicious. Then, they pick up distress signals from an empty block. Shuhei decides to enter the block alone despite the dangerous situation. Is it a trap, or a survivor? Shuhei is stunned at what he sees there!
Episode 5: Watershed
Aki, joining the resistance party with Shige, starts quarreling with Kaz. Kaz is her brother. Teacher Cellaria Markelight interrupts their quarrel and Shige calms them down, saying he’s prepared a nice feast for everybody. Then, Shige and others are surprised when they find Aki is a computer genius much better than her brother, Kaz. Aki begins to recapture the control systems of the space station, section by section. Hallarax comes back to assault the resistance group. Gale’s attack is so fierce that Shuhei and his friends have to retreat. Kaz suspects Karen might invade their secured zone from another direction and tries to stop her commando. Then, Cellaria changes suddenly in the middle of battle.
Episode 6: Farewell
The resistance party narrowly drives back the terrorists. Shuhei is injured badly and Cellaria is captured by the enemy. Everybody is irritated. Ryota stops Yu’s squabbling with Sayaka. Shuhei is roaming in a strange dream --- He attacks Nao and Ryota…. When he wakes up, he finds something is happening to his body… something extraordinary. He decides to go to the sector occupied by the terrorists. He demands Yu to reveal what she is as he suspects her identity. Yu finally gives in and begins to disclose information.
Shuhei heads for the enemy sector after he tells Nao that he loves her.
Episode 7: Flux
Now Shuhei is gone. Ryota becomes the new leader though he is a little bit nervous. Kaz assures him that everybody trusts him as he always cares about other people.
Shuhei’s voice comes out of the loud speaker. Suddenly, a gunshot is heard! Nao starts running toward the enemy sector. Then, the partition explodes and the enemy attack begins. Nao is badly wounded. And again an incredible thing happens! The suspicion among the resistance party is increased. Ryota finds a little girl hiding in the storage. The girl’s name is Nanami Inatsuki. She says she strayed from her parents and failed to get out in time.
Episode 8: Desire
A work-machine vehicle drives into Ryota’s sector from the enemy zone. Everybody expected Shuhei would come out. No, it is Karen who jumps out. She tells Ryota and the others that the terrorist group are in a total mess and that Aya is still alive somewhere. Ryota, and the others, even Yu are shocked to hear it. Yu begins to talk about her past.
Yu decides to go into the enemy sector alone. Sayaka tries to drive out in Karen’s vehicle but Ryota stops her. Yu slaps yelling Sayaka’s cheek and makes the angry girl shut up. Then she goes out, saying “I’ll be back. I swear.”
Episode 9: Rouse
Yu battles through the enemy zone to their headquarters. In the meantime, Ryota and his friends are getting edgy and frustrated in the constrained situation. Nanami amazes her exhausted comrads with her incredible speed of learning. When Yu finally reaches the headquarters of the terrorist group, her brain is overwhelmed at the horrible scenes and by the true identity of the enemy. Shocked and paralyzed, Yu is captured by the terrorists.
A young girl, Nanami, poses a simple question to everybody. “What is happiness?” Nobody can answer except Nao who at least makes a try at a good explanation…
Episode 10: Stray
Yu and Shin try to escape, but in vain. And Shin’s ‘Scuralization’ begins. He is morphing! But, they are saved in the nick of time. Then, Yu learns the shocking past of Shin and Cellaria. She finds the secret of ‘Scura cell,’ too --- Scura is a liquid living force. It was accidently produced during Callaria’s Medical Reproduction Process experiments.
Aki notices horrified things when she checks the computer monitor. Aries, the space station, begins thumbling! How can they get out of the ship?
Meanwhile, Gale is fighting to protect Aya. Karen fears if Gale is safe. Sayaka worries about Aya. Noa wants to see Shuhei. Then, they find the only way to escape from the falling space station. Now, Ryota has to make up his mind.
Episode 11: Mourning
Ryota knows Sayaka wants to rescue Aya before they get out of the space station. So, he drives out to the enemy zone in the work-machine.
Aya is running for her life with Gale who covers her from the ‘Scura soldiers.’ They are in a desperate situation. Gale makes up his mind to find a way out.
Ryota and his friends are bewildered as Nanami is missing. But, they have no time to search for her. Ryota gets in the work-machine vehicle with Sayaka.
Cellaria orders an all-out attack and begins hacking the computer system. Holding various thoughts in their hearts, everybody is engaged in a fierce battle. It is the war for survival.
Episode 12: Journey
Ryota and Sayaka manage to rescue Aya in their last desperate attempt. But there’s no time to celebrate as a troop of Scura soldiers jumps upon them. Then, a braveheart is lost to save Sayaka…
The space Station, Aries, increases its speed down to earth. Cellaria laughs as if she is completely insane. Just before Aries plunges into the atmosphere, everyone is ready to escape. But, Nao insists to stay as Shuhei has not come back. Ryota can not wait for her.
Aries, carrying the lives of many people and an enormous amount of uranium, falls into earth’s atmosphere…