Suzaku transfers into Ashford Academy and faces the scorn of the Britannian students. Cornelia continues her hunt for Zero, destroying several rebel strongholds but finding no clues to his whereabouts. A stray cat slips into the Lamperouge residence on campus and takes off with Lelouch's Zero mask and a massive, comedic chase involving the entire student body follow. The Emperor of Britannia makes a speech during Prince Clovis' funeral on the virtues of inequality and the social battle for evolution and betterment.

Cornelia sets a trap for Zero at the Saitama Ghetto as she begins to clear another resistance cell. Despite C.C. trying to stop him, Lelouch takes the bait and goes to the aid of the Saitama resistance. His plan falls apart from a combination of Cornelia's superior tactics and the resistance cell's dissimilar motivations. Lelouch is cornered and nearly discovered, but C.C. dons his Zero costume and distracts the Britannian Army, allowing Lelouch to escape. Lelouch blames his defeat on the undisciplined rebels and resolves to build something better than a mere resistance unit.

A group from the Japan Liberation Front takes a hotel and its occupants hostage, including most of the Ashford Student council and a disguised Princess Euphemia. As such, Princess Cornelia cannot make a move against the hostage takers, which Lelouch realizes and takes advantage of. He mounts a rescue with Ohgi's resistance, using his knowledge of Euphemia to barter his way past Cornelia's blockade. As Lelouch speaks with the hostage takers, Suzaku sinks the floating hotel using the Lancelot. Using explosives set up by the resistance fighters, Lelouch derails any rescue efforts by the army so he can take credit for their rescue. Broadcasting publicly to the nation, he announces the creation and purpose of his Order of the Black Knights, "allies of justice" who will judge the world and protect the weak from "those with power".

Told mostly from Kallen's perspective, her rocky relationship with her biological mother is revealed. The Black Knights are sent on a mission to take out the drug "Refrain", and find themselves to be popular among the Elevens. Kallen's mother is found among the Refrain users, and is arrested following the Black Knights' destruction of the drug stockpiles. Kallen promises to have changed the world by the time she is released.

Cornelia and the Britannian Army heads to Narita, hoping to destroy the remnants of the Japan Liberation Front. Lelouch has his Knights follow her in the hope of capturing her alive so he can question her about his mother's death. As the Britannian forces close in on the Front's headquarters, Kallen utilizes her new Knightmare Frame, the Guren Mk-II, to cause a massive landslide that takes out much of the Britannian forces.

The Black Knights' assault on the Britannian Army in Narita proves successful, and Cornelia is cornered by Kallen and Lelouch. The army is pinned down by the Japan Liberation Front when they attempt to assist her. At Euphemia's request, Suzaku rushes onto the battlefield in the Lancelot to rescue Cornelia. He saves Cornelia and manages to corner Lelouch. C.C. comes to Lelouch's rescue by mentally traumatizing Suzaku, but is injured when Suzaku begins firing wildly. As he takes care of her, Lelouch inadvertently learns her real name. The Black Knights retreat from the conflict in victory, leaving the Japan Liberation Front and the Britannian Army to fight amongst themselves.

Zero and the core members of the Black Knights meet with Taizō Kirihara, one of the most powerful people in the Japanese underground and an acquaintance of Lelouch from his younger days at the Kururugi Shrine. Lelouch deftly displays his tactical prowess and wit before Taizō and reveals his true identity to the man to gain his trust and support. When Lelouch returns to Tokyo, Shirley informs him of her father's death, indirectly caused by Zero during the Battle of Narita.

Kallen and Lelouch separately reflect upon the deaths of innocents in the Narita campaign. Shirley secretly follows Lelouch and witnesses the battle between the Japan Liberation Front and the Britannian Army, which Lelouch ends by detonating the Japan Liberation Front freighter as the Britannian Knightmares begin to board it, killing all personnel on board and giving the Black Knights the element of surprise. Suzaku attacks Lelouch, easily overpowering his weaker Burai with the Lancelot, forcing him to eject. He crash-lands near Shirley and is knocked unconscious. Shirley prepares to kill him to avenge her father, but hesitates when his mask falls off, revealing to her that Zero is Lelouch.

Lelouch believes Shirley may have discovered his identity as Zero, so he and C.C. pursue her to Narita. Ohgi explores the battlefield of the previous night, discovering the wounded Villetta Nu left for dead out of sight. Lelouch encounters Mao, a young man who also has the power of Geass. Mao uses his mind-reading power to play on Shirley's insecurities, manipulating her into shooting Lelouch, but she falters at the last moment and C.C. sends Mao away temporarily. Since Shirley is being torn apart by grief and guilt, Lelouch uses his Geass to erase her memories of him.

C.C. explains her history with Mao, and how his inability to turn his Geass off drove him insane. An injured Villetta wakes up in Ohgi's apartment and he discovers she has selective amnesia. C.C. leaves Lelouch to take care of Mao herself, but Mao gains the upper hand when he incapacitates her. Lelouch utilizes his intellect to fool Mao and rescue C.C. from him, using the Britannian Police to surround and shoot Mao. Safe on a rooftop away from the scene, Lelouch affirms his contract with her, promising to not fall victim to his power as Mao did.

C.C. departs as a messenger to the Chinese Federation and Milly has a marriage interview with Lloyd Asplund, creator of the Lancelot. Mao returns to kidnap Lelouch's sister, Nunnally, and holds her hostage in the Ashford Academy sewers. Lelouch and Suzaku work together to rescue her, with Suzaku's physical adeptness and the clever use of Lelouch's Geass proving to be beyond Mao's planning. Before he can be arrested, Mao reveals that Suzaku killed his own father, and in return Lelouch silences him with his power. C.C. returns to the campus and finally ends Mao's life as Suzaku crumbles to the ground, confronted with his actions after years of secrecy.

An inauguration ceremony of Clovis' memorial art museum is being held, with Euphemia judging the art works. Lelouch agrees to help Kyoshiro Tohdoh's comrades rescue their leader and Shirley finds an old crumpled letter detailing her previous knowledge of Zero's identity. During the rescue mission, Lelouch convinces Tohdoh to join the Black Knights. The Lancelot appears and attempts to stop them, but Lelouch is able to predict its movements and plan a counterattack. When Tohdoh slices open the cockpit, revealing Suzaku within, Lelouch is shocked, having originally planned for Suzaku to become Nunnally's knight. He orders an immediate retreat as reinforcements arrive. Seeing Suzaku's bravery and creed, Euphemia announces to the media that he will be her knight.

As Euphemia knights Suzaku, Lelouch establishes the hierarchy of the Black Knights. Diethard Reid suggests assassinating Suzaku, but Lelouch has other plans for him. He launches a plan to disable and capture Suzaku and the Lancelot at a Britannia military base on Shikinejima. The plan almost succeeds, but Second Prince Schneizel el Britannia appears and orders his floating battleship, the Avalon, to bombard the island.

The aftermath of the Avalon's arrival inexplicably leaves Lelouch, Euphemia, Kallen, and Suzaku on the island of Kaminejima. Suzaku encounters Kallen while Euphemia is found by Zero. Suzaku learns Kallen is a Black Knight and pilot of the Guren Mk-II, and in turn tells her about how he killed his father. Euphemia confirms her suspicions that Lelouch is Zero. Schneizel, Lloyd, and Cécile Croomy survey the island's ancient ruins. When Lelouch, Kallen, Suzaku, and Euphemia suddenly fall into the ruins, Lelouch and Kallen steal the prototype Knightmare Frame Gawain to escape. Elsewhere, the exiled Japanese government from seven years ago launches a full-scale assault on Kyūshū with the help of the Chinese Federation.

The Britannian Army fights back against the Kyūshū invaders with the Lancelot. Meanwhile, Nina meets Princess Euphemia and inadvertently gives Euphemia peace of mind about her feelings for Suzaku. As Suzaku becomes cornered when his Lancelot's battery runs out, Euphemia encourages Suzaku to fight on and live. Zero and C.C. fly into the battlefield in the Gawain to recharge the Lancelot, and the two Knightmares end the Kyūshū campaign together.

The Ashford Academy holds their annual school festival. Ohgi, Villeta, Euphemia, and Kallen all make their separate ways to the event. A series of close encounters risks the revealing of hidden identities, but all those involved escape. Suzaku pilots the Ganymede for the festival's main event: making a giant pizza, slated to be the world's largest. When Euphemia's presence is revealed, mass panic ensues. On live television, she declares the Mount Fuji area to be the "Specially Administrated Zone of Japan", where Elevens can be referred to as "Japanese" again. She believes this will bring back the happy days with Lelouch and Nunnally, but Lelouch thinks otherwise, knowing she is being naive.

During the commemoration ceremony for the Specially Administrated Zone, Lelouch and Euphemia privately discuss Japan's future. She convinces him, and Lelouch summarily halts his rebellion, until he suddenly loses control of his Geass while jokingly telling her to kill all the Japanese. The Geass-influenced Euphemia orders a bloody massacre of the people attending the ceremony. Blaming himself, a resolute Lelouch decides to salvage the situation by declaring Euphemia's Specially Administrated Zone a trap to lure out the Black Knights, and commands his troops to defeat the Britannian forces, protect the Japanese, and stop Euphemia.

Left with no choice, Lelouch shoots and mortally wounds Euphemia in front of Suzaku. Suzaku returns to the Avalon with her battered body as the Black Knights continue to contain the violence. She succumbs to her injuries as Lelouch announces his plan for the creation of the United State of Japan. Alone, Lelouch grieves over his actions as C.C. comforts him, reminding him that she will stay alongside him, as per their contract. Soon, the entirety of Area 11 revolts against the Britannian Empire. Advancing with his massive army, Lelouch ignites the conflict by initiating the collapse of the Tokyo Settlement.

Lelouch's strategies give the Black Knights and their allies the upper hand in their battle against the Britannian Army. As riots break out through the country, the Black Knights take over the Ashford Academy as their headquarters, and the students are spared on Lelouch's orders. An enraged Suzaku, now informed of Zero's identity by a mysterious young boy named V.V., pursues Lelouch for revenge, which Cornelia also covets.

After managing to capture Cornelia, Lelouch forces her to reveal what little information she knows of Marianne's murder, but the answers do not please him one bit. V.V. takes Nunnally to Kaminejima, and Lelouch abandons the Black Knights to rescue his sister. Without Lelouch, the Black Knights begin to lose ground to the Britannian Army. Suzaku follows Lelouch, leading to a final confrontation between the former friends.