This episode starts out in an underwater facility where a man, Bill, learns that his wife, Rita, has been unfaithful to him. His boomer goes berserk.

Maki help Nigel with some suit modifications and Sylia gets upset. She doesn't want him involved with what she and the Knight Sabers are doing.

Sylia meets with her contact who tells her that, even though the quake reconstruction is almost complete, GENOM are producing more boomers "frontier planet development". The underwater models are prototypes of these. He tells her that on of the moto units that is slaved to a human operator has appeared in Tokyo by itself.

The moto drone shows up at the man's wife's house where she has be new boyfriend. The boomer is chased off by AD Police but they loose it. Nene and Priss take off in their hardsuits to find it but Linna has to stay behind with Sylia since her suit is ready yet. Maki sees them go and says to himself that Priss' suit isn't ready yet.

The boomer seems to be having memories and then it goes rogue. Nene and Priss attack it. Meanwhile Leon and Daley find out that the operator of the boomer died when the underwater facility imploded on him. They wonder who is controlling the boomer.

Priss' armor goes out on her and the boomer has her down when Maki calls her and lets her know how to get some power back. She can't move until Rita comes and yells at the boomer to stop. This causes it to move and allows Priss to get free and get the core.

After the boomer is destroyed, Leon and Daley tell Rita that Bill had planed a trip to Hawaii for their anniversary and had bought her a new watch. As she cries, the credits roll.