KOS-MOS, which went out into outer space, absorbed tens of thousands of gnostic groups. Shion is worried about the ability of KOS-MOS, which she doesn't even know. The damaged Elsa is housed in the giant battleship Durandal. The special foundation Kukai Foundation, which owns Durandal, was Elsa's employer. The young Foundation director Jr, Shion and his friends meet. Durandal heads to the Foundation's grounds, the Free-Orbit Colony, to repair Elsa.