In a world of only males, they have created female looking marionettes (androids). A handful of them have been given special 'hearts' called maiden circuits that give them emotion and human personality. Three of these are found by Otaru, and they soon are caught up in a war against Lord Faust and his 3 'human' marionettes.
Three hundred years after six men crash-landed from space on an uninhabited planet named Terra II, six cities have developed (one for each of the original founders). Genetic engineering assured the survival of the race, as every man raises clones instead of children from natural propagation. Unable to genetically engineer women, however, has resulted in a planet of men and their android servants called marionettes, all of which take female form. But suddenly, out of happenstance, a local boy, Otaru, from the city of Japoness awakens a special marionette named Lime from a secret underground capsule. Lime has the ability to laugh and get angry and demonstrates amazing strength - attributes that make her unlike any other marionette. But more importantly Otaru and Lime become friends.
The Imperial Guards of Japoness fear that evil despot Faust, leader of another city called Gartlant, is up to something dreadful. Three of Faust's special marionettes, termed Saberdolls, suddenly appear in Japoness and destroy a group of secret agents that previously burned down resident fancy boy Hanagata's house. The Saberdolls then disappear just as nimbly as they arrived. Even though Hanagata annoys Otaru, Otaru still fights to save Hanagata's little brother from the flames. But civilians impede Otaru's would-be rescue, claiming the cause hopeless. In an act of valor, Lime saves the boy, leaving the others to question the differences between man and machine.
Furor Faust, spurting Hitler-like slogans, plans to attack Japoness. Meanwhile, Otaru, Hanagotta and Lime take a tour of the national museum in Castle Japoness. When Lime accidentally breaks a national treasure, Imperial Guards race after the trio. Otaru sacrifices Hanagata to the mob in order to escape with Lime, but they end up in a secret room that houses the Shogun, Japoness' leader. Just as the Shogun starts to enjoy their company, and alludes to knowing more about Lime's origin, one of Faust's Saberdolls, Panther, disobeys Faust's orders and appears to eliminate the Shogun. Lime battles with Panther, but both are on equal footing and are getting nowhere. In the melee, Otaru accidentally awakens another special marionette, Cherry. With Cherry's help, they defeat Panther, who returns to an angry Faust and is punished for disobedience. Otaru, now with two devoted and human-like marionettes, walks home.
Cherry is in love with Otaru, but every time she gets close enough for a kiss, Lime interferes. After defeating average street thugs in a fight, Cherry solicits their help in a faux kidnapping plan designed to get Otaru alone. Otaru responds to Cherry's "ransom" letter and quickly goes to an abandoned warehouse to rescue Cherry. But when Otaru's moment of triumph comes, dangerous smugglers appear at the warehouse.
The Shogun sends for Otaru, Lime and Cherry and explains why the two marionettes are different than others - they each have a special maiden circuit that gives them emotion. Unfortunately, the secret to making maiden circuits was lost long ago. But just as he's about to explain Otaru's role in the mystery, an android replica of Faust flanked by Saberdolls appears to learn the secret himself. Once he does, the android explodes, wounding the Shogun. As the Saberdolls attack and Lime and Cherry defend, Otaru frees another marionette with a maiden circuit, Bloodberry. Another marionette has joined Otaru's family.
Bloodberry, also attracted to Otaru, takes a more forward approach to love. But after Otaru refuses her forward advances and marriage proposal, she decides to woe him by making his greatest wish come true. Bloodberry mistakenly thinks that Otaru's wish is to fly, so she makes a flying machine and they fly away, much to Otaru's fright and dismay. They crash land on Mt. Kamuna where the evil beast Ponta lives. Lime, Cherry and Hanagata assemble flying machines of their own for rescue.
With three marionettes to feed, Otaru finds that his financial means have rapidly dwindled to one remaining coin, enough for one day's supply of rice. Otaru sends Lime to get the rice, but she returns with a lottery ticket instead, having been tricked into believing it a magical piece of paper. When Otaru's idea of running a burger stand ends up costing more than it profits, their only hope remains in the lottery ticket. Luckily Otaru and company win the "happiness is yours" prize - unluckily the prize is a year's supply of pickles.
Hanagata, now Otaru's annoying neighbor, has finally decided to declare his love for Otaru, but just as he attempts to do so, marionette collectors kidnap Lime, leaving Otaru devastated and in no mood to listen to Hanagata's declaration. Spurned, Hanagata peevishly tells Otaru that his feelings for the marionettes are unnatural. But Otaru ignores the jibe, saves Lime and insists upon caring for each marionette as if they were human.
Faust makes his move and overthrows another of the six cities. Intent on ruling all of Terra II, his next target will be Japoness unless someone can break into the heart of Gartlant and destroy the main computer. Otaru agrees to take on the secret mission issued by the Shogun's council, not for patriotism, not for honor, but for the fame associated with being a hero. He's a sucker for trading cards in candy boxes. But when Lime learns that war makes you lose people, she decides to go on the mission alone. Fortunately, Hanagata informs Otaru, Cherry and Bloodberry in time for them to reach Lime in an underground passageway just as she needs help fighting Faust's Saberdolls.
After Otaru, Lime, Cherry, Bloodberry and Hanagotta successfully repel the Saberdolls, they journey into Gartlant to detonate the central computer. Cherry plans for Lime, Bloodberry and Hanagata to distract the city's guards while she and Otaru hack into the main computer room and place explosives on the central computer. The plan appears to work until, in the midst of their escape, Otaru and company find themselves surrounded by the Saberdolls with deactivated explosives in hand.
In the midst of Saberdolls, Otaru and gang look defeated until a young boy named Micky rescues them by blinding the Saberdolls with flash pellets. Resolved to make Gartlant a better place and save Japoness, Otaru and friends trek once again to the main computer room, this time through another series of abandoned tunnels. Before Otaru can enter the computer room and complete his mission, however, he has an urgent need to relieve himself, which similarly spurs the need in Hanagata. But as their golden arches fall into the computer room, the Saberdolls catch up.
Upset and jealous that Otaru kissed one of the Saberdolls, Luchs (in an attempt to distract her during the effort to destroy Gartlant's central computer), Lime, Cherry, Bloodberry and Hanagata make for poor companions on the trip back to Japoness. When they happen upon an abandoned spa resort, Otaru resolves to take a break and enjoy the facilities to ease the group's tension. When a plasma tornado develops over the resort it suddenly becomes clear why the spa resort had been abandoned, and why Lime, Cherry and Bloodberry abruptly malfunction. Otaru builds an iron "lightning" rod to attract the plasma tornado away from the resort, kisses each of the ill marionettes goodbye, and plans to sacrifice himself to the tornado by making sure the rod stays in place.
After saving it from Gartlant, Japoness gives Otaru and ganga a hero's welcome. Otaru gets an agent and abandons himself to a lifestyle filled with fame and fortune, ignoring his marionettes, who decide to leave Otaru. But fame has taken its toll on Otaru and he realizes just in time how much he misses his marionettes.
Constantly fighting over who is the most deserving of Otaru's affections, Lime, Cherry and Bloodberry enter a marionette contest designed to honor the best marionette on Terra II. The Saberdolls, Panther, Tiger and Luchs, are also ordered to enter the contest disguised and seduce Otaru to Gartlant's side. The Saberdolls make a mess, however, and Otaru's marionettes soon discover their true identities.
The Shogun summons Otaru, Lime, Cherry and Bloodberry to the Pioneer Museum where Lime first awakened. He tells Otaru that the maiden circuits not only make emotion possible, but they allow the marionettes to grow and develop like human beings. The Shogun explains that, in accordance with this extraordinary feature in the maiden circuit, it will soon be necessary for Otaru to revive the human female for humans to continue to survive on Terra II. Otaru questions what the Shogun means, and how he can accomplish such a task just as military agents from Gartlant set the museum on fire. Lime, Cherry and Bloodberry save Otaru and the Shogun from the flames, but they are unable to save what the Shogun most cherishes - the picture of a girl named Lorelei.
The marionettes learn about life and death when Lime adopts a squirrel for a pet. As Lime nurses the squirrel back to health, and then chooses to set the squirrel free for its own good, the marionettes experience new emotions, proving that their maiden circuits are continually growing, just as the Shogun said they would. When the Shogun hears of the pet project that the marionettes have undertaken he is pleased because the growth signifies one step closer to reviving females on Terra II.
Lord Faust gives the Saberdolls one last chance to wreak havoc on Japoness before casting them out forever. This time the Saberdolls do not fail. They slip in to kill the Shogun while an unidentifiable huge black machine (also sent by Faust) distracts Otaru, Lime, Cherry, Bloodberry and Hanagata. Suddenly, as the machine is poised over the city, Cherry recognizes that it's a huge bomb. Faust's command holds the key to Japoness' survival.
As a plasma bomb the size of Marlon Brando hangs over the Japones capital and Geltland Marionettes menace Japones's borders, Otaru springs into action, but Lime, utterly devastated by Emperor Ieyasu's death, refuses to leave his side despite Cherry and Bloodberry's entreaties. The others streak off in the direction of the bomb, but on the way they are stopped by the Geltland Saberdolls, who declare that anyone who defies their lord, Faust, must die. Just as Otaru is about to get severely asswhupped, Lime, who suddenly pulls herself together, saves him, her instinct for protecting Otaru for the moment overwhelming her devotion to her "grandpa", followed by Cherry and Bloodberry. However, even Lime's timely intervention may not be enough to save our heroes - an ominous electrical storm is brewing above their heads, and the Saberdools aren't frightened by total electrocution as long as they take their opponents with them. A bolt leaps out of the clouds - and is mostly absorbed by the bomb. However, Lime and Tiegel are still struck, and the roof of the building that they're on is trashed. When the smoke clears, Tiegel struggles to her feet and moves to finish Lime, but Otaru shields her with his body, despite Lime's entreaties to move so that he won't die. At that moment, Tamasaburo and Baiko appear in the air above them and speak - with the voices of Ieyasu and Hikozaemon, who had their brainwave patterns temporarily transferred into the two guard robots. They tell Otaru and the Marionettes to hasten to the castle - the Saberdolls will be taken care of. As the bomb makes its way to the palace, destroying indiscriminately along the way, Otaru tries to puzzle out Ieyasu's final words to him: that there is something in the courtyard of the palace, and the password for it is "checkmate, fork rook". In the courtyard, Lime recognizes Ieyasu's favorite game: a gigantic shougi (similar to chess) board built vertically into a wall, with long metal tumblers for the pieces that are lifted and slotted into holes in the board. Hanagata appears by Otaru's side and muses that the situation on the shougi board resembles the current state of the city - the king, representing the palace, is under attack by a rook, representing the bomb. The meaning of Ieyasu's words becomes clear: in order to defend the city, its defense must be played out on the shougi board. However, the gigantic metal shafts on which the pieces are mounted each weigh as much as Oprah did in the mid-eighties, and the Marionettes, being injured, are unable to lift them. Just when everything is deemed hopeless, Gen-nai and all Otaru's neighbors, as well as half the town, show up to help. Under Hanagata's direction, the pieces are slotted into the board one by one, as the tumblers enter the board, they turn gears deep in the palace, which cause strange, mind-mangling transformations in the palace's structure. When the last pawn is slotted into the board, the castle's transformation is complete. In a moment that no doubt caused many a viewer to go insane on the spot, we see that the castle has transformed into a big blue-and-black giant robot - JaponesGar! Lime, taking the role of What's-his-face in Giant Robo, orders the robot to shoot its fist at the bomb. It does, and the jetstream sweeps the Saberdolls off the roof where we left them, but it fails to stop the bomb. The bomb fires a bolt at JaponesGar, but does little. JaponesGar fires its other arm, and manages to stop the bomb and stave in its casing. Lime orders JaponesGar to finish the bomb, and it brings out the eyebeams, which cut off the bomb's "ears" and cause the bomb to blow up harmlessly outside Japones - taking out the Geltland Krabbensteif robots which were trying to cross the Japones border to boot. As the denouement of this rather unusual episode unfolds, Lime comments that, surely, Ieyasu was alive again on this day, if only for a moment. Meanwhile, the reconstituted minds of Ieyasu and Hikozaemon note that Cherry and Bloodberry, oddly silent through this whole ordeal, have reached the final stage of their development.
Now that there is no living ruler of Japones, Bloodberry muses aloud, they'll have to pick a 16th Emperor of Japones, and if they have any sense they'll pick Otaru. This prospect excites Cherry - she'll get to be the first lady! She can see it now - a laughing, leering Otaru, wearing a black robe and scary makeup, forcing Cherry to undress and ravishing her before his court - no! Otaru should definitely NOT be Emperor! At the same time, half a world away, the Saberdolls have been cast out of the court of Faust again, permanently this time - that is, unless they can bring him the otome kairo of Lime, Cherry and Bloodberry. Nobody expects them to return successfully, or even alive. Meanwhile, the minds of the previous Emperor and Chamberlain in the bodies of Tamasaburo and Baiko soothe the Japones parliament, and reconstruction work on the castle continues. Bloodberry is hauling stuff around, Cherry is mixing the concrete (albeit somewhat inattentively) and Lime - well, Lime is trying to help, but she winds up just running around, dragging Hanagata behind her. Suddenly, Lime's knees begin to spark. She stops, sending Hanagata flying into the concrete, and Gen-nai opines that she's probably got frayed knee-cables. In fact, all three Marionettes could use some repair, and Otaru resolves to fix them up at once. Otaru takes the Marionettes back to the charred remains of the Japones History Museum and roots around until he finds the secret door to the room where he found Lime and where Ieyasu showed him the Multicolored Monkey-Meter. Otaru brushes aside the question of whether he's qualified to do Marionette repair - he didn't do all those odd jobs for nothing! After dodging Hanagata's attempt to serve as his nurse and Bloodberry's, Lime's and Hanagata's entreaties to examine their chests, Otaru gets down to business. At last, after much hardship, Tiegel, Luche and Panter reach Japones. They haven't been repaired since the battle with JaponesGar, and are forced to take energy cells from defeated Orange Blossoms to continue. Finally, after narrowly escaping from Baiko, they track down Otaru and his gang at the museum, and decide to wait until sunset to attack. Meanwhile, an embarassed Otaru is trying to shrug off the profuse thanks and affection of the newly-repaired Marionettes. Bloodberry points out that the Marionettes are darn lucky to have the otome kairo - otherwise, they wouldn't be able to appreciate Otaru's affection and give him their own in return. Unfortunately, the moment is broken when Lime, who went back upstairs, emerges from the lab to find the Saberdolls waiting. Though raggedy and sparking like a metal cat in a microwave, the Saberdolls attack. Unfortunately, in their weakened states they're no match for the Marionettes, who haven't the heart to put them out of their miseries. As Lime puts it, the situation makes their hearts hurt. This angers Tiegel, who demands how Lime dares talk about hearts. Lime replies that the Marionettes are happy to have hearts - that way they can know happiness and appreciate Otaru's love and all the fun stuff they do with him. This angers Tiegel even more, and strengthens her resolve - she has her own love, for Faust, and realizes that she can't return to him if she fails here. She attacks Lime, trying to impale her on the jagged end of a metal pipe, but Lime dodges and Tiegel is impaled instead. Tiegel continues to rebuke Lime, saying that kindness is not necessarily the same thing as love. Pulling herself off the pipe, Tiegel is transported back to when Faust was a child, not yet a ruler, and falls. Otaru is shocked at the destructive potential within the otome kairo, but Lime is in no mood to think. In a quiet, tremulous voice, she tells the shocked assemblage that she doesn't understand hearts, then screams and takes off at a blind run. Otaru finally catches up to Lime lying facedown on a hillock, with the local swordmaster watching in the distance. Otaru embraces Lime, but she doesn't respond - her eyes are blank, and the cavity for her otome kairo is empty.
When Lime fled in horror at Tiegel's death, she encountered Soemon Obiichi, Otaru's swordmaster. At his query, Lime poured forth her confusion about hearts - they make her and her "sisters" happy, but they also cause so much pain...! What's the point of having a heart at all? Soemon offers to help her out of this misery, and by the time Otaru finds Lime, her heart - her otome kairo - is gone. Lime is stiff and unresponsive and her pupils have closed completely, but she's still alive. Otaru takes her home and puts her to bed. A crowd gathers in Otaru's house that before long is scouring Japones town for Lime's missing "heart", and Otaru joins them despite objections that he should stay with Lime. Soemon tries to console Otaru, saying that Lime is Lime, missing hardware or not. Otaru goes home and finds Lime waiting in the genkan (place to change shoes), up and around but still almost totally unresponsive to any stimulus. She is capable of responding to commands, but her movements are so stiff and uncoordinated as to be without effect. However, the old Lime, though not in evidence at the moment, is not gone completely... Meanwhile, Faust receives a report from a loyal minion in the field, Rubens, that an otome kairo has been captured from one of the Japones Marionettes. Rubens signs off and removes his disguise - it is in fact none other than Soemon himself, who took Lime's otome kairo as a loyal secret agent of Geltland - in his mind, he is Soemon Obiichi of Geltland no longer. His defection was triggered by, of all things, a Marionette. Her name is Koyuki, and though she is no more animated or human than Lime is now, Soemon felt from the moment he first saw her that they were destined to spend their lives together. This intimacy with what remains, sentio-epistemiology aside, a machine earned him nothing but hatred from the Japones citizenry. Ultimately, he was kicked out of the country in disgrace. He wandered through the desert to Geltland, where he was found by Faust and his Saberdolls, at whose seeming humanity he marveled. If only his Koyuki could be likewise... Her otome kairo gone, Lime's soul has retreated to a limbo in the darkest corners of her mind where she hides herself from the terror of the emotions she experienced at Tiegel's death. She is visited by the spirit of Lorelei who asks why Lime has withdrawn in this manner. Lime does not want to experience pain, anguish or sadness any more - yet she is discovering that she cannot stand to be separated from Otaru. Her options are very clear: safety, or love... On the other side of town, Soemon/Rubens has plans for the pilfered otome kairo before he hands it over to Faust. He connects it to a computer and prepares to erase all its data - he intends to install it temporarily in Koyuki so that, just once, he can see her as a human; just once, he wants to see her smile. However, it's not to be - Lime, her desire to be with Otaru at last overwhelming her fear of the dark side of life, has decided to return to her body. Without the otome kairo she cannot return to her former state, but the Marionettes sense her presence - and the location of the kairo. They reach Soemon before he can issue the final command, but Soemon threatens to destroy the unit entirely if they come a step closer. Soemon tells them of his dream for Koyuki, but Otaru and the Marionettes will have none of it. Otaru challenges him to a sword duel, and during it, Soemon drops the kairo. Koyuki picks it up, but in the next moment she is shot by an assassin, sent by Geltland to collect Soemon's prize. It prepares to turn its weapons on Soemon next for his treachery in using the otome kairo for private purposes, but Bloodberry quickly destroys it. Desolate at the death of his only companion, Soemon returns the kairo to Otaru since he no longer has any use for it. Bloodberry reinstalls it, and the real Lime has a tearful reunion with Otaru. As for Soemon/Rubens, the Marionettes reserve judgement: under other circumstances, Soemon, with his open mind and heart, might have served the function that Otaru is now....
Otaru, his Marionettes and the entire population of Kasahari Apartments are all going to have an outdoor barbecue by the river to celebrate Lime's recovery from last episode - or just because they really wanna have a barbecue. However, even though the weather is nice and everyone gets off to an early start, they are unable to ditch Hanagata successfully - though late and still clad in his official Otaru PJ's, he arrives, loudly bemoaning his mistreatment. After Lime breaks the generator that Gennai brought, Otaru is sent upstream to a potter of Gennai's acquaintance to get some earthenware so that they can barbecue the old-fashioned way. At the mention of Gennai's name, the potter agrees to lend some real nice dishes 'n' stuff to Otaru and shows him the kiln. The potter and his assistants have found an underground plasma reservoir that, though quite temperamental, can cook up pottery 10 times as fast as a normal kiln when it's working properly. This gives Otaru an idea... Meanwhile, Lime is getting very bored without Otaru around to entertain her. Hanagata tries to introduce her to fishing, but an argument over technique leads to the creation of a whirlpool by Lime that opens a chasm in the riverbed that drains all the water into an underground cavern. Meanwhile, Otaru is busily painting pottery and Geltland is testing a device, similar to the Tower of Babel in Nadia, that cuts through the smog above the Geltland capital, giving it the first sunshine some of its inhabitants have seen in generations and sending all the nasty weather elsewhere... Sure enough, all the weather winds up right on top of the barbecue, bemusing Gennai and making Lime worry about Otaru's lateness more than ever. At last Otaru returns, plates in hand, and apologizes to Cherry and Bloodberry for his lateness - walking right past Lime. Though unintentional, this sends Lime into an even deeper funk, and she goes and sulks in the rain. Even when the rain stops and the steaks are being sizzled up in a most appetizing fashion, she continues to sulk. However, the amusing spectacle of a gluttonous Hanagata being fed a rock (Bloodberry: "I just said it was done!") is interrupted by Gennai's discovery, on his portable Sirius Cybernetics Corporation Omni-Magneto-Sens-O-Matic, that there is a massive electromagnetic disturbance in the plasma below the ground below them, further evidenced by massive explosion coming from about where the big plasma kiln is/was. Otaru takes off for the pottery barn at a run, just in time to find the potter in a reflective mood. Perhaps a mountain of plasma is too much for any man... but Otaru should consider himself lucky otherwise! However, what Otaru sees tends to convince him otherwise. The Marionettes meet him on the way back, including Lime who, though still unhappy, realizes how much she's worried everyone and is prepared to apologize unilaterally. She hugs Otaru, causing him to drop something out of the little bag he was carrying. It's a tall Japanese-style teacup, obviously handmade, with a painting of Cherry. At least, it looks like Cherry, in the same way that Crayon Shin-Chan looks like a real four-year-old boy. There's another one in the bag, of Bloodberry. These, Otaru explains, are to mark the solid year that the Marionettes have spent with Otaru. However, Bloodberry and Cherry notice that there's no crappy teacup painting of Lime in evidence, and they close the book and gracefully decline the gifts - the Marionettes are a package deal, man, dis one and you dis them all! Otaru, when he gets a chance to finish, brings out the third piece, the one he was going to try to finesse a bit. It's Lime's teacup - except, thanks to a little plasma-kiln mishap, it's sort of sagged into more like a bowl. Otaru needn't have worried, tho: Lime is simply in hysterics over her picture on the teabowl, and promises to keep it forever and ever. The voice of Lorelei, which Lime continues to hear even after she was repaired, asks Lime if she's happy. Lime replies, out loud, "Yes!"
Geltland has been busy. Apart from their cloud-clearing device, they have completed another Saberdoll, of sorts: the Saber Beast Leopard. Also, once they have the otome kairo from Lime, Cherry and Bloodberry, they will be able to complete the Sabelberg II, the sequel to the big bunny-eared blitzbomb that was so soundly defeated by JaponesGar a while back. The Marionettes have fun new toys, too: their custom-made limited edition one-firing-day-only Otaru Mamiya teacups. Bloodbery is on her 15th cup of tea of the morning, Lime refuses to eat or drink out of anything but her teabowl, and Cherry has given her teacup a place of honor at the family shrine. However, they don't get to revel for long - their pleasant lunch with Hanagata (who simply will NOT behave himself) is interrupted by the arrival of Hikozaemon in Baiko's body, who summons Otaru and his girls (and, by default, Hanagata) to a conference at the royal palace. Ieyasu in the body of Tamasaburo is presiding, and present are the leaders of the other free countries of the world: President Joy (male) of New Texas, Wong of Xian, Villé of Romana and Alec of Peterubulbu, which is technically no longer a free country, being overrun by Geltland. The leaders of the free world are sick of Geltland's antisocial behavior, and since Otaru has been to Geltland before and even took out a supercomputer there once (by kissing it full on the lips, true...), he is the perfect person to go in and whack Faust once and for all. At this moment, the Marionettes sense something, a disturbance that only their otome kairo can perceive: the approach of the Saber Beast Leopard. Following close behind it is a massive body of Geltland panzers, led personally by Faust. Faust is still haunted by his memories of Lorelei - his ancestor, all of whose memories he has, was in love with her, and resolved that he, or one of his clones, would someday come to save her. Unfortunately, all of Japones' human population has been completely earthbound and unable to reach the Mesopotamia, still in orbit... until now. While Faust is thinking this, Otaru is absolutely refusing to be a murderer, no matter the circumstances, and Hanagata and the girls are backing him up. President Joy points out that there is no true hero who never had blood on his hands, but the prospect of being the outright Savior of Terratoo temps Otaru not. The one thing Otaru has retained from his meager schooling is that, when the six original settlers crashlanded on Terratoo, they all helped each other found their various countries, and Otaru refuses to be any more of a party to their current conflict than he already is. As if to break the tension, the Saber Beast Leopard chooses this moment to crash through the ceiling. As the heads of state make a quick exit, Hikozaemon in the body of Baiko and Ieyasu in the body of Tamasaburo attack the Leopard, but they are no match for it. Otaru and his friends try to sneak off, but the Leopard catches them in the palace courtyard. The voice of Lorelei whispers to Lime that they mustn't fight it, but Lime, Cherry and Bloodberry all attack it, to little effect. Otaru draws his sword and charges, but he is likewise unable to make a dent in the creature. Meanwhile, the inert hulk of the Mesopotamia, in orbit about Terratoo since the founding of the colony, suddenly stirs to life. It fires a landing pod towards the surface, which embeds itself in a hill near Japones town, and fires a beam of light into it. A bright flash of light covers the town, and the three Marionettes and their assailant are suddenly engulfed in arcs of electricity. The Leopard releases the Marionettes, and they fall to the ground. Barely able to move, Lime whispers, "Mesopotamia..."
Fifteen generations ago, Lorelei, an Earthling scientist on board the colonization ship Mesopotamia, designed a central computer for the new colony to be established on Terratoo. Evidently something of an Evangelion fan, she used three different aspects of her personality to give the computer humanlike thoughts and emotions, making it almost as if it were alive, and thus able to think creatively and kill off the crew if they become a problem and so forth. In fact, by the time the Mesopotamia reached Terratoo, she had nearly finished it - all that remained was to iron out some emotional instabilities... Flash forward to the present. The same computer, still aboard the Mesopotamia, has awakened and appears to be attacking those dwelling on the planet's surface, firing probes that smash the ground open and produce flashes of electrical energy that paralyze any electronics within range, including Marionettes and Saberdolls. One of these nearly causes Faust to be crushed by one of his own tanks, but he is saved by Panter and Luche. He asks where Tiegel is, but answers his own question: she died like a dog! Needless to say, this does not sit well with her comrades, and Faust has to shoot Panter to keep her from stepping out of line. Meanwhile, the Leopard is still attacking Otaru and crew, having recovered from the electrical jolt. The Marionettes take off over the rooftops, hoping to draw it away from Otaru, and this works out very well considering that the Marionettes, or, more specifically, their otome kairo, are the targets. Telling Otaru to join the rest of the population of Japones in the underground shelters (more Eva), the girls dash off back toward the ruined part of the city and succeed in crushing the Leopard under a falling building. But it's not dead, it's just resting. Though much of its simulated flesh has been ripped off, exposing its endoskeleton and eyeballs, it'll be back to terminate the Marionettes, so they dash off and hide in an apartment building until they think of something better. It turns out to be too little, too late: Cherry is quickly subdued and relieved of her otome (fooled by the simple ruse of mimicry of Otaru's voice), and Bloodberry, cornered with Lime in a garage, decides to cut their losses by pushing Lime outside and closing the door, to face the Leopard alone. The Marionettes aren't the only ones having a bad day: there's massive political unrest in Geltland, and Faust is a bit busy to deal with at the moment, being in mad pursuit of the three otome kairo still loose in the world. Cherry and Bloodberry have already been taken care of and Lime appears about to follow rapidly, but Panter and Luche can't help but admire the sheer determination on her face. However, it looks as if Lime is going to go down all the same, when out of nowhere, Otaru, who was supposed to be in an underground shelter, smacks the Leopard upside the head with his sword. The Leopard grabs Otaru, but Lime suddenly experiences an unbelievable surge of energy and smacks the Leopard six ways from Thursday, causing it to drop Otaru. Lime is feeling an unbelievable heat - and strength - from her otome kairo, and Bloodberry and Cherry, who quickly have their otome restored by Otaru, get more of the same. Ieyasu in the body of Tamasaburo appears and informs Otaru that this is the result of the Marionettes finally reaching the peak of their growth. So the Leopard lies prostrate on the ground, and the same could be said of the Faust regime in Geltland. The proletariat has taken the capitol, Faust's advisors are fleeing and Faust is all ready to take it out on his two remaining Saberdolls. This prospect doesn't frighten them: they're still completely attached to Faust despite his behavior, and they would much prefer the honor of being killed by him to having to live without him. As another probe lands very close to the battle site and all the others present run for cover, Faust (who can't believe he lost to a bunch of "hearts") appears to have lost the energy to preserve his own existence, and Luche and Panter are ready to die with him.
For reasons that Faust cannot fathom, Panter and Luche saved him from being killed by one of the Mesopotamia's projectiles, and they, Otaru, the Marionettes, Ieyasu and Hikozaemon are now underground, safe for the moment. Wasting no time, Ieyasu lays out the plan: Japones is prepared to use JaponesGar to attack the Mesopotamia, but since the current incarnation of JaponesGar is stationary, Japones needs Geltland's plasma diffuser (see episode 21) and rocket-booster technology to escape Terratoo's somewhat hostile atmosphere and get to the offending spacecraft. At this point, Otaru interjects that he was under the impression that the Mesopotamia was completed destroyed 300 years ago - that's why the six survivors were sent to the surface with little or no hope of survival, right? As it turns out, the admittedly harder-to-take truth is that the Mez is, in fact, still there. Its artificial-intelligence computer, the one Lorelei designed, went insane, took over the ship, killed most of the crew and took Lorelei hostage. Actually, it took Lorelei for a mate, and she's been in suspended animation ever since. Faust was going to save her himself, but then Otaru SCREWED EVERYTHING UP! However, he is interrupted in mid-blame by a spookily familiar voice. Out of the darkness of the cavern lurches Tiegel, supported by a tangle of RCA cables and missing a few parts. One such part is her memory - the only thing left is her knowledge of the pre-brainwashing Faust she used to love and pamper. She mutters something about the lorelei being in bloom, then collapses into Faust's arms. Greatly disquieted, Faust orders everyone but Otaru into the next chamber. If Otaru thought the Mesopotamia thing was a shock, he doesn't know from being shocked. Faust, once he and Otaru are alone with the inert Tiegel, finishes the story of the Mesopotamia. It seems that the purpose of Faust I and Ieyasu I in creating the otome kairo was a desperate plan to free Lorelei. Using Lorelei's same paradigm of a similacrum of humanity, Faust and Ieyasu each created three devices that, taken together, formed the three essences of the human female heart - purity, devotion and the maternal instinct - and implanted them in Marionettes, hoping to grow them using life experience and love until they could be passed off as human. The completed kairo would then be given to the Mesopotamia's computer in place of Lorelei. Only Ieyasu's otome kairo grew successfully, and it appears that the Mesopotamia, judging from the wrath it is unleashing against the surface of Terratoo, is wise to the plot anyway. Tiegel awakes briefly, mistakes Otaru for Faust, gives him a heartfelt valedictory, then is silent forever. Faust asks if Otaru will be able to give up his loved ones for the sake of the planet, and Otaru replies, "no." During the reconstruction and modification of JaponesGar, a fire breaks out at Otaru's apartment complex. By the time Otaru and his party arrive, everyone has been safely evacuated and the place is an inferno, but Lime plunges in nonetheless (with Otaru right behind her and Cherry and Bloodberry helping her make an exit). Why? To save the teacups/bowls Otaru made for them. Otaru is furious with relief that Lime, who after is now alive, is safe, but Yumeji, whom we haven't seen in 22 episodes, asks of his big brother Hanagata if everyone's going to die. Hanagata turns to Otaru and begs him to, somehow, save the people of Terratoo. The Marionettes, who overheard Faust's entire explanation, declare that they'll gladly go to the Mesopotamia, but Otaru forbids them from doing so. He'll go to the Mesopotamia, he'll go alone, stop the computer, save Lorelei - and come back alive, he promises. The remodeled Sabelberg takes off for the ionosphere, JaponesGar in tow. On board are Otaru, Ieyasu in the body of Tamasaburo, Hikozaemon in the body of Baiko, Luche - and the Marionettes, who stowed away. Lime cites Otaru's promise that he and they would be together forever, and Ieyasu accepts part of the blame as well. Furious but not to be deterred, Otaru fires up JaponesGar - only to find that the Marionettes have hacked into its controls and ejected him from the ship. While he can still hear them, Cherry thanks Otaru for giving hearts to what are, after all, marionettes, puppets if you will; Bloodberry expresses her thanks that she could give Otaru a proper farewell, and Lime shouts "Otaru daisuki!!" But as Otaru's capsule disappears in the haze of Terratoo's atmosphere, all three have tears in their eyes.
As the Marionettes, aboard JaponesGar, approach the Mesopotamia and missiles begin to explode all around them, Luche feels the Mesopotamia's feelings - love for Lorelei, anger at those that would take her away - resonating in her otome kairo and Lime hears Lorelei's voice again, telling her to flee while she can. But then, the computer's chattering mind suddenly stops, and as the attack on the surface of Terratoo continues, JaponesGar punches through the Mesopotamia's hull. Once inside, it doesn't take Luche long to ascertain the location of the heart of the Mesopotamia's computer. Though the Mesopotamia's interior defenses are more than adequate, they're no match for the Marionettes and Saberdolls. In fact, one of the rockets launched at the Marionettes is quickly put to a most unintended use, as the girls turn it around and ride it down the dark corridor, laughing all the way. Bells on bobtails ring, making spirits bright, and Luche wonders at this behavior - how can the girls laugh and sing, Lime especially, since they'll probably die tonight? To answer this question, one must journey deep into Lime's memory, to a sunny afternoon when she and Otaru weren't doing anything in particular. Contemplating a vast grassy field, Lime asks Otaru about the nature of happiness. Otaru's view: happiness derives from the fact that the sky is blue, the clouds are white, the grass and forest are green. In other words, happiness is the fact that it's great to be alive. Thus did Otaru teach the Marionettes the nature of happiness - it's the beauty of the world and the smiles of loved ones and the very fact of being alive. As they rocket along on the rocket, Lime, Cherry and Bloodberry remember every happy moment they've spent with Otaru, and feel as if he were there on the rocket with them. Before they know it, our robotic protagonists have come to the vast, dark chamber housing the central computer. The motif is Creepy Biomechanical, and Ieyasu and Hikozaemon distract the mechanical tentacles as best they can, and the Marionettes and Luche approach the place where Lorelei is frozen, encased in solid carbonite. Cherry cries out that humans are meant for humans, and machines for machines, and that may the Mesopotamia accept the otome kairo in place of Lorelei and forgive the inhabitants of Terratoo. The girls are carried up on beams of light and slot their kairo into the computer console, and Lorelei is given up. The Marionettes' bodies seem to merge, and are absorbed and disappear. Much, much later, Hanagata has become the schoolmaster of the Otaru Elementary School, and is proving less than equal to the task of discipling and managing his class. Otaru, who still lives in the next room, reproves Hanagata for his temper, and when Yumeji suggests that they forget the education and attend the grand opening of the rebuilt Japones Pioneer Museum, Otaru agrees, though the place still harbors painful memories. The new museum is built in the style of a colonial mansion, and Lorelei is on the balcony. She proclaims peace to the massed onlookers, assures them that the cloned human females will soon mature and be at large in Terratoo society. However, one must not forget the valiant Marionettes that, for 300 years, held what was by any logic a doomed society together by filling as best they could the roles would normally be taken by women. In particular, three especially human Marionettes, whose names shall resonate through history as Lime, Cherry and Bloodberry, must never be forgotten - to that end, a heroic statue of them is unveiled. Otaru listens politely, then leaves silently. That night, Lorelei finds him and begs his forgiveness on behalf of Faust and Ieyasu for the enormitous labour and pain Otaru has been put through. Ieyasu needed someone to love the otome kairo in order to grow them, but completely failed to consider the effect that such a love would have on the giver. Otaru assures her that no apology is needed - what's over is over. However, later still, something is ejected from the Mesopotamia and falls to Earth. The next day, Otaru is cooking and cooking, and Hanagata, puzzled at first, realizes that Otaru is merely doing this to make himself feel better. But who will eat the food? The answer arrives soon enough, in the form of three young girls who act as if they never left...