Durandal arrived at the base, the Kukai Foundation. The Foundation's representative director, Guinan Kukai, welcomes Shion and others. In a peaceful city of foundations, Shion get a moment of peace. Unfortunately for Shion, she later gets Astraphobia (fear of thunder), while she and her friends (except for KOS-MOS) having fun at the beach. Later at that point, the U-TIC organization, which relentlessly aims for the Y material that sleeps in the peach, has launched a new plot. The Foundation was besieged by the federal fleet of stars, with suspicions that it was Durandal who attacked cruiser Voklinde.