Nanael is reassigned by the Head Angel to compete in the Queen's Blade as punishment for failing her prior assignment. Heaven suspects something is wrong with Queen Aldra.

Leina is having trouble finding accommodations until she mentions she is in the Queen's Blade, and the greedy hotel manager rushes to fill her order and ends up rooming her with Echidna. Tomoe and Shizuka meet Melpha, and Tomoe admires her for dressing more appropriately than other competitors.

It is revealed that Nyx is enslaved to a tentacle demon lord named Funikura, who has given her magical fire power, yet often molests her with its tentacles. Elina realizes that Nyx is a coward without Funikura, and tricks her into relinquishing it, upon which Nyx surrenders.

Ymir uses the fact that her bout is being broadcast to advertise the effectiveness of her weapons, especially since Leina is using a Cattleya weapon. Leina emerges victorious, however. Lana is hanging on to Cattleya during her fight with Airi, but actually proves to be helpful as Airi cannot bring herself to kill him.

Claudette and Menace are fighting in a desert, giving Menace the upper hand. Her sand attacks confuse Claudette, and she uses cursed attacks to drain Claudette's strength. It begins to rain, however, which weakens her sand attacks, and Claudette emerges victorious.

Irma looks for an opening to strike in her fight with Risty, and finds one when Risty starts having flashbacks to her old, righteous self. However, Irma misses in her killing blow, and is defeated instead. Echidna retrieves her afterwards, and the two depart together.

Airi and Nanael are both desperate to finish the match quickly, as both are starving, and begin to fight in earnest. Airi weakens Nanael by causing her to spill more of the sacred milk, which spills onto some of the petrified people in the palace.

Claudette and Risty are fighting in the courtyard of Vance Castle just as Vance's army is leaving in his bid to overthrow Aldra by conventional military force. Claudette is initially victorious, knocking out Risty with a lightning bolt.

Nanael is drinking milk to drown her sorrows at the bar where Nyx works, and Nyx tells her of the rumor about the horned monster seen in the woods. Nanael thinks it might be Melona, and goes to seek her with Melpha.

Tomoe demands to know why Aldra had the Kouma Ninja attack Hinomoto. Aldra says that she has been searching for her sister, and Hinomoto is the only area outside of her rule.

Nanael makes her report to Heaven, where the Head Angel determines that Aldra has made a pact with Delmora, a fallen angel. The final battle begins, with Aldra proving to have overwhelming power.