Clef tells the girls with each earthquake that happens in Cephiro it means that Cephiro is falling. If Cephiro falls completely, they cannot go back to their world. He then tells then to become a Magic Knight, they would need to awaken their Machine. Mokona knows the way to each one. Ferrio, sees Ascot, planning an attack on the girls, and he tricks Ascot, by saying he would want to help. Ascot doesn't fall for it, and tells him if he could, bring the girls to him in the desert, where the monster would hopefully kill them. Ferrio meets the girls, and lure them into the desert. The monster attack them, but Ferrio finds out from Ascot, the monster can attack by sound. Using the orb (or the gift that Princess Emeraude gave, two, a set, a pair, etc.) Ferrio calls the monster and lure it away from the girls. A small monster then gives the message to the girls, saying that Ascot has taken Ferrio. If they want to save him, they need to go to the desert. They decide to sleep on it, think

Hikaru takes an estrange monster for caring. She names it Hikaru after her dog. We then find out that ""Hikari"" is actually a ""pet""/monster that Ascot was training. Hikaru spends too much time with Hikari and Fuu and Umi thinks she'd been hurt by a monster or something worse. They go out looking for her, and find a monster by Hikaru. They are ready to kill it, but Hikaru tells them it's Hikari. They don't fight it, but Hikari (or ""Bigot"" the real name) runs amuck on the forest, setting fires, etc. Hikari also knocks Fuu unconcious, and takes a hold Umi. Hikaru is mad, and kills Hikari. They bury Hikari, and experience an earthquake. They hurry off to find their Machines.

Alycone manages to trick Ascot into freeing her from a barrier that was holding her against her will. She promised him to give power to one of his monsters that would kill those Magic Knights. In an open field, Umi is still obessed with her fencing competition that would of been a week away when they originally arrived in Cephiro, even though weeks (or possibly a month) already has passed by. Hikaru suggest if you wish hard enough, maybe you can still make it at your competition, since Cephiro is a land of power. Both Hikaru and Fuu would pray for Umi too. A few yards away, Alcyone gives Ascot power to his monster named ""Luci"", which not only over powers it, but freezes itself, as well as Ascot as well. Hikaru, Umi and Fuu see the snow storm blasting their way, and Umi makes a wish before getting hit. She wants to return to Tokyo. Hikaru and Fuu suffer from hypothermia, and falls to the ground. Then Alcyone stops the weather and hopes that her plan on killing the Magic Knights work

The girls reach a lake, and Mokona reveals a Machine is in it. They travel underneath the water, to a place with air (thanks to Mokona.) Umi doesn't feel good, and starts to glow. She wanders off, and suddenly they notice a painting of a blue dragon. It's start to come out, and Umi is cut off from Hikaru and Fuu behind two large doors. Ascot then shows up with his monster, and battle the Hikaru and Fuu. They don't to much damage, but Fuu points out the glowing jewel on its head, and Hikaru breaks it. The monster becomes stun, and Ascot comes out. He then goes on how they all killed his monster friends. Hikaru tells him if they were his true friends, he would not hurt them or harm them in anyway. The monster wakes up, and starts to go berzerk on them. Ascot runs away, while Hikaru and Fuu fights it off. Meanwhile with Umi, the dragon tests her, by telling her to show her courage of the heart. She hear the screams of Hikaru and Fuu, and suddenly the doors disappear.

The girls are flying off to the flying mountain that the first saw when they were transported there. The mountain is holding the castle were Princess Emeraude is being held. When they almost got there, they were attacked by Zagato, but then saved by Princess Emeraude. Ferrio wass bored, and while resting, he brings out his comminucator. He then gets a message from Princess Emeraude to save the girls by the lake of Piraus Village. He does so, and they take rest there for a bit. Meanwhile, The villagers are being tortured by a servant of Zagato's named Caldina. When she demands money, she changes her mind, upon seeing the girls and Ferrio when they enter the village. The girls then tell the story on getting the Machine, and they are ready to save Cephiro. He then reveals that they need to acquire two more machines to complete their journey before they can save Cephiro.

The girls are travelling, when Mokona tells them to go up. Mokona then reveals a Machine is up there in one of the flying mountains. Caldina and Ascot manages to catch up with them. Caldina tells Ascot, she'll take care of everything, and tells him to wait for her. Caldina uses a spell to think the ground is soft and shaky, as well as big rocks falling on them. THe girls panic, and fall to the bottom. They wake up and see a cave, when the ground continues to shake. Once inside, they see Clef, where he tells them he had save Princess Emeraude, and she wants to talk to them. Fuu isn't convinced, and warns the others, saying it's too easy. They enter another room, where they see Princess Emeraude, and two guards with her. Fuu then questions how they could defeat Zagato. Princess Emeraude and her two guards then turn into monsters, and proceeds to attack them. Although they cannot hurt them, the monster can. Hikaru, Umi and Fuu knows it's only an illusion, and tries to concentrate

Caldina is determine to kill the girls inorder to receive the pile of money from Zagato. Ascot doesn't care for it anymore, and tries to convince Caldina not to attack them. Caldina uses her ""bells"" to hypnotize Hikaru and Umi against Fuu. Fuu uses her magic to hold back them, and doesn't know Caldina is only a few steps away. Caldina reveals herself, and forces Fuu to attack Hikaru and Umi. Ascot blocks an attack, and Caldina stops and freezes him. Fuu manages to break thru, and hits Caldina with a spell. A few moments after, Caldina and Fuu start to talk. Fuu explains, even though they don't know each other well enough, she cares for them. Fuu uses Ascot as an example, and Caldina sees the light. Caldina unfreezes Ascot, and Hikaru and Umi wake up. They want to attack her, but Fuu stops them. She sorta fill them in about Caldina. Caldina and Ascot then proclaim not going back to the castle (or Zagato if you see it that way) and run off.

After battling a fierce monster, the girls find out that Mokona is able to project the land of Cephiro. They soon find out that they need to head for the skies for the other Machine, as well as their location (where they are currently at.) Soon after a bright light showed up, kidnapping Umi and Fuu. A picture of Clef (projected by Mokona's jewel) shows up and tells how there are unusual monsters, and other unimportant stuff and some back story that could be just brushed off. Hikaru remembers the map, and Mokona projects it. She heads towards Umi and Fuu's way and manages to get cut along the way due to some thorns. Mokona catches up with her, and notices the blood. Soon after the light is after Hikaru, but Mokona pushes Hikaru out of the way and in he goes into the light, while Hikaru falls into a ravine sort-like place. Hikaru tries to climb up, falls down, and manages to get hit in the head by rocks. She slowly figure out of the light monster work, and remembers that

Innova asks Zagato to have his turn to try and kill the girls, and he agrees. In Cephiro's very first storm, the girls take refuge in a cave, near the sky shrine, where another Machine is being held. When Fuu starts to worry about Ferrio, she brings out her communicator, only to be called by him. He tells them, he's nearby, and want to take refuge with them. Just before entering the cave, Ferrio notices a girl lying on the ground, holding a herb. Fuu is excited when she sees Ferrio's silhouette, but is crushed when he sees him carrying a girl. The girl then wake up, and introduces herself as Selah. She starts to explain she leaves on the bottom of the mountain, and needed the herb she had to cure her brother's fever. They then all take rest, but Fuu can't sleep. When she is about to talk to Ferrio, Selah beats her to it. Ferrio offers her some soup, she not only says yes, but offers to put the herb in it. She then gives it to Ferrio to taste.

Zagato informs Princess Emeraude that he is using mind control to send one of the Princess' skilled swordsmen/royal guard to kill the girls. She begs Zagato to stop, but he doesn't listen. With the girls, they are traveling to the volcano-like shrine to revive Hikaru's machine, only to be attacked by a big flying bird. They try to fight it off with their swords, but it's no use. It then takes a hold of Umi and flies off. Fuu tries to give Umi her sword, but Umi's sword turns into water while Fuu grabbed it. Fuu only has one choice, and throws her own sword to Umi. Umi catches it, but is too heavy. She tries to hold onto it, but drops it instead. The bird continues to fly, and a guy kills the bird. Hikaru and Fuu catches Umi, and she comments how heavy Fuu's sword is. Fuu then holds it, and it's light as a feather. They then soon figure out that the swords, was made specially for each other. Anyone else who tries to use it (including each other) it won't let them. Umi then wan

Innova once again begs Zagato to return him to his true form. To his surprise Zagato does, and Innova, who transforms into a wild beast wolf-like creature goes after the girls. Meanwhile with Ferrio, memories slowly come back to him, and is it revealed that he is Princes Emeraude's younger brother. He then runs to the girls. The girls are really losing, and when all seem lost, Ferrio communicates thru the orb, and tells them that Innova's weak spot is the jewel on his head. Hikaru manages to hit the jewel on Beast-Innova's head, killing him. Ferrio finally reaches them, and sees the girls trimuph over Innova, and tells them to save Cephiro! With everyone gone, Alcyone, begs Zagato to kill the girls, but he just leaves her begging.

Alcyone spies on Zagato, as he talks with Emeraude. She notices again, he is not physically attacking her, but merely just verbally making trouble. She slolwy gets more of her doubts with the ""kidnapping"" of Princess Emeraude. Mokona leads the girls into a hot (asui!) volcano where the last Machine is being held for Hikaru. Umi and Fuu starts to get worried about Hiakru when she acts weird, and is disappears (like the others did.) When this is all happening, Zagato manages to also get to the Volcano when Hikaru just went in. He strips Umi and Fuu's powers, just intime when Hikaru gets back. Hikaru and Zagato talk for a bit, and he takes her power also. They talk for a bit, for a little more, and he fires a fireball towards Umi and Fuu.

The girls start to head towards the flying mountain in the sky, and remembers the good times, and bad times they had. They then get a message from Princess Emeraude, telling them to grant her wish and save Cepiro. They finally reach the place, only to find Zagato in his own Machine preventing them to come any further. They fight, they get injured, and when it looks like they don't win, they combine all of their powers, Red Lighting, Dragon Water, and Green Gale. They shoot it towards Zagato, where it kills him. In the final scene Princess Emeraude screams in horor as Zagato is killed off.

The girls head to the castle where a girl, looking like Princess Emeraude is waiting for them. After mentioning Zagato's name, she goes berzerk, and climbs into her own machine. She starts to attack them, and they fly out of there (the girls are in their machines.) Once outside, they start to get into a battle with the machine, and get the truth from Princess Emeraude, saying it's her. She then tells them, how her sorta love affair (falling for Zagato actually) was a big no-no for the pillar who watched over Cephiro, and imprisioned herself so that feelings wouldn't get in the way. It was too late for that, and she reveals inorder to save their land, and fulfill her wish, they would have to kill her! She then reveals no one from Cephiro or suicide couldn't kill her, so that's why she summonded them. After attacking them, the girls combine into one machine, kill and proceeds to kill her. The huge light appears, and we see Princess Emeraude and Zagato together.