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At Least with Sorrow is the twenty-third episode of Code Geass: Lelouch of the Rebellion.


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 then dies from her injuries as Lelouch announces his plan for the creation of the United States of Japan. Alone, Lelouch grieves over his actions as C.C. comforts him, reminding him 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.


Taking control of a Gloucester, the still-Geassed Euphemia begins to run through the streets, continuing her brutal slaughter of Japanese people with her soldiers. At the same time, the Black Knights begin their advance, and seeing her soldiers obey her without question, also come to believe that they planned to do their slaughter from the very beginning. With that, they begin to savagely destroy the Britannians while the enraged Japanese happily cheer them on and Suzaku, though attacked by some Burais, avoids them to try and find Euphemia. Tohdoh takes on Euphemia's direct subordinates and Ohgi saves Kirihara in the stadium.

Eventually, Kallen disarms the Gloucester that Euphemia happens to be piloting. Recognizing Kallen, Euphemia insults her, revealing her identity. Kallen prepares to deal the finishing blow, but Zero, in the Gawain with C.C., tells her to stand down. C.C. uses the Gawain's mechanical fingers to split the Gloucester into pieces, and Euphemia crawls out, proceeding to take out a machine gun and shoot at the Gawain. When she runs out of bullets, she figures out how to reload, but Zero exits the Gawain before she can fire again, and she quickly remembers he isn't Japanese. Delirious, Euphemia then asks Zero to form the Special Administrative Zone of Japan with him. Instead, Zero walks past her, musing that he would have liked that before pulling out a gun. Suzaku arrives at the scene at that exact moment, and briefly mutters the word "Euphie" before Zero fatally shoots her in the stomach. Euphemia, briefly snapping out of her Geass, questions why Lelouch would do that in her thoughts, and Zero bids her farewell to himself, declaring that she might have been the first person he ever loved.

As Euphemia collapses, Suzaku, became enraged, charges at the scene from above in a blast of fury. C.C. attempts to shoot him with the Hadron Cannon, but he dodges the shots and picks up Euphemia. Kallen then tries to attack Suzaku, but he punches her out of the way and flies up to the Avalon. He then gives her to Lloyd and Cecile, even though she is already leaking blood, and begs them to treat her. Cornelia gets word of the Black Knights taking over the Zone from Guilford, and also on the condition of Euphemia, who is being treated. As the Black Knights ransack the Britannians, Diethard and Rakshata make plans to upload footage of the attack onto the Internet; Rakshata, who plans to stay, notes that Diethard seems to have no loyalty to Britannia, and he declares that his talents are unnecessary for such a stagnant country. Meanwhile, Zero, C.C., and Kallen meet with the members of the Kyoto House when Ohgi brings them, and Zero recognizes Kaguya as Suzaku's cousin. Kirihara asks if they will cooperate from then on, but he declares that he will take them over, otherwise killing them.

Outside Euphemia's room in the Avalon, the doctors realize that Euphemia won't make it before Cornelia can get there. However, Euphemia does regain consciousness, and Lloyd and Cecile leave the room, allowing Suzaku to stay with her in her final moments. Suzaku asks why she gave the order to kill, but her Geass reactivates. However, she closes her eyes and, due to her love for Suzaku, is able to overcome the Geass once and for all. She then asks Suzaku if the ceremony went okay and if the people are happy, while Suzaku is left confused as to why she doesn't remember. He eventually decides to lie and say that it was a success, and Euphemia believes him. Becoming blind from her wounds, Euphemia holds Suzaku's hand and wills for him to continue going to school for both of them. Suzaku, desperate, tells her she can still finish by attending Ashford Academy and the Student Council with him. But Euphemia says that she is happy, then turns her head and finally succumbs to her wounds. The doctors proceed to take an anguished Suzaku out of the room, causing him to drop his Knight pin. Cornelia also hears the news, and is herself driven insane.

At the same time, Zero gives a speech at the stadium, where the remaining Japanese declare him as their hero. In an attempt to restore order, he muses over the fact that he wanted Britannia to come to its senses, but that now they have committed an act of genocide, while another man. With the Japanese in complete agreement, he then declares Euphemia a symbol of Britannia's hypocrisy. He also announces that Area 11 will declare independence from Britannia, but instead of the old Japan, it will become a new nation where all people are deemed equal - the United States of Japan - and the people begin chanting his name.

With no other choice to keep the people under control, Zero is forced to embark on an assault of the Tokyo Settlement. He meets with C.C. later, and muses that now that his Geass is permanently active, he can no longer see people. At that moment, Nunnally calls him. She asks if they can see Euphemia again sometime soon, since she didn't hear what happened on the news due to the radio cutting off. Avoiding mentioning Euphemia's death, Zero tells her that he will be back tomorrow morning and hangs up. C.C. asks him about any other symptoms he might be suffering. Zero says that, when Euphemia was first under the Geass, she almost succeeded in overcoming it, and though initially he thought the power was weakened, reflecting back on it he realizes that she nearly overcame it because she loved the Japanese so much. He nearly breaks down while reflecting on her death, so C.C. hugs him, promising to stay with him.

At the same time, Guilford learns that, due to Diethard's leaking of the information, numerous resistance groups and even Honorary Britannians are staging violent insurrections across the island, and that they are also joining up with the Black Knights in an advance on the Tokyo Settlement, eventually numbering tens of thousands. Guilford's subordinates pressure him to send out a counter-army, but he refuses without Cornelia's word. However, Cornelia has locked herself up in Euphemia's room and in her insanity can over stare at the ceiling and reflect on her life with Euphemia, while Nina, having gone back to the Ganymede room, hears of Euphemia's death on the news and succumbs to violent insanity herself. The Black Knights, meanwhile, continue their advance as more groups join up with them, and Kallen begins to worry about the Student Council members' safety. C.C. then goes outside and says that she is glad at the turn of events to the person she talks "alone" with for the first time, then addresses the person by name - Marianne vi Britannia.

Ohgi checks in on Villetta, who is watching the riots from his apartment. He gives her the name "Chigusa" and hangs up when suddenly Japanese rioters break down the door, accusing her of being a spy. At Ashford, Nunnally, Rivalz, Shirley, and Arthur watch the news, where Rivalz tries to assure Nunnally that the fighting couldn't come here because Cornelia's forces are nearby. He then asks about Lelouch's safety, and Shirley seems surprised at the mention of his name. Rivalz then complains that she should go back to calling him "Lulu", which seems to trigger something in her mind. Meanwhile, Nina gets into the Ganymede and starts tinkering with it. Milly tries to get her to come upstairs because of the invasion, but Nina continues, saying it's important with Zero coming, and mentions planning to avenge Euphemia. Lastly, Suzaku manages to get back to Euphemia's body and again questions why she gave the order inside his mind. At that moment, someone appears to read his mind and offers to tell him why. Turning around, Suzaku sees the smiling boy from Kamine Island, but doesn't know who he is and questions how he got on board. With that, the boy greets Suzaku and introduces himself as V.V.

As the Black Knights penetrate one of the defense lines, Cornelia comes to partial senses and makes plans to send out the Glaston Knights to kill Zero. Zero, meanwhile, makes plans to dispose of Cornelia, leaving Diethard in charge of the bridge and Tohdoh in charge of the front line. He prepares to leave with C.C., but Kaguya appears in the doorway and begins rambling about how Zero left for the battle without her, how she is a fan of his, and how tall he is. Diethard questions her appearance, as the other Kyoto House members were escorted to safety, but Kaguya says she broke off from them so she could watch her "future husband" (Zero) fight, explaining that he will need a public face after Area 11 is disposed. Zero expresses surprise at her confidence in winning, and when Kaguya declares herself the "Goddess of Victory" (actually Nike), Zero says he has no time for goddesses because he has sold his soul to Satan before departing.

Elsewhere, Bartley is trying to rush preparations to something when suddenly the case containing Jeremiah shatters, causing him to fall out. After sprawling on the ground, he looks at Bartley and greets him. At the same time, Zero stations the forces outside the Tokyo Settlement, and gives Cornelia's forces until midnight to surrender, but she sees this as a bluff, while Andreas Darlton gets into his Knightmare to protect Cornelia despite his injury. As the seconds count down, C.C. tells him that he can still turn back, and that if he does this, the whole world will follow suit. Just then, Zero's phone rings, and to his shock the caller ID is Euphemia's. Figuring it is an imposter's, Zero answers the phone to find Suzaku on the other end. He asks Lelouch if he is at Ashford, to which he replies he will be soon. Suzaku then says to tell everyone there not to look at the sky, then asks Lelouch if he has ever had someone he hated so much that he would stop at nothing to kill him; Zero confirms he has, referring to Charles. Suzaku, having seemingly been driven further mad, goes on to say that though he once thought murder was wrong on all accounts, but now he has decided to let hatred guide him and kill everyone that stands in his way of killing his intended target (Zero), and that he will be a murderer in the skies; it is also shown that Suzaku's watch is on Euphemia's corpse. Though knowing full well of his intentions, Zero tells him to embrace his hatred, as he has embraced his, admitting his quest for vengeance but not the specifics. He then prepares to leave, and as Suzaku thanks him, Zero waves it off, noting that they are friends regardless.

As Zero hangs up, the clock reaches midnight, signaling a series of bombs that, to Cornelia's surprise, destroy the entire walled area around the Tokyo Settlement, taking with it several troops and even many buildings. Zero then declares that his hands have been dirty for a long time, and that Suzaku is welcome to try and kill him since they are friends. As he bursts into psychotic laughter, he notes that he always truly wanted destruction, as destruction leads directly to creation. He then declares the final phase of his plan: the Black Rebellion.

Characters in Order of Appearance[]

Knightmare Frames in Order of Appearance[]


Powers or Abilities used[]

  • N/A


  • Kallen found a Britannian Knightmare shooting panicking Elevens
    • Kallen[inside the Guren Mk-II] Damn Britannian! Stop what you're doing!
    • [Kallen released a few missiles which leaves the Knightmare unarmed]
    • Euphemia[who is the pilot in the unarmed Knightmare] How rude of you! I'm Euphemia li Britannia, the 3rd Princess of the Imperial Palace!
    • Kallen: Ah, so this is where you're hiding, Puppet Princess.
    • Euphemia: Oh, you're the one from Kamine Island!
    • Kallen: Why the heck did you fool us?! You just killed a hundred Elevens! Don't you feel any awe or conscience?!
    • Euphemia: I must kill all the Japanese...
    • Kallen: So, that really is it. Fine, I'll finish you now. Any last words?
    • [when the Guren Mk-II closely aimed at Euphemia, Zero and C.C. arrived]
    • Lelouch: No, Kallen! I shall be handling the princess on my own. Kallen: Do you want her alive? Lelouch: I believe that would be unnecessary anymore.
    • [Zero's knightnmare attacked Euphemia's]
    • Euphemia[gets out of the Knightmare and looks around for a gun] Kill the Japanese! I must kill... Hurry, hurry! [found a gun and shoots Zero's knightmare. Gun suddenly ran out of bullets so Euphemia looked for extra and found some.]
    • [Zero gets down from his Knightmare]
    • Euphemia: Oh, I thought you're Japanese! Say, Zero, would you like to join me build the Special Administrative Zone of Japan... [realized she's talking different] Um... Japan...?
    • Lelouch: I would like to, Euphemia... Together. [aims gun at Euphemia]
    • Suzaku[inside Lancelot and looks for Euphemia. He caught sight of her and sighs with relief] Euphy...
    • [Zero suddenly shoots Euphemia]'[Suzaku gasps]
    • Euphemia[falls down] Lelouch... Why...?
    • Lelouch: Farewell, Euphie... you may have been the first girl I ever loved.
    • SuzakuNOOOOOOOOOO!!!
    • Lelouch: Suzaku?!
  • Conversation between Euphemia and Suzaku
    • Suzaku: Yes Euphy?
    • Euphie: The ceremony. Did it go alright? Is Japan ok?"
    • Suzaku: Euphy, don't you remember?
    • Euphie: How about everyone that was there? Are the Japanese happy? How was the ceremony? Do you think I did ok?
    • Suzaku: Euphy, the special zone is... A great success! The Japanese people were given back their home. And, you did it.
    • Euphie: Oh, thank God.
  • Conversation between Kaguya and Zero
    • Zero: You're Sumeragi's--
    • Kaguya: Thank goodness I made it in time! That was so mean of you, the way headed off to battle without me! I've been a huge fan of yours ever since your big debut! I was hoping I'd finally get to talk to you. Wow, you're really tall, aren't you?! Don't worry, though! I'll catch up with you pretty soon!
    • Diethard: Lady Kaguya, I thought the heads of the six houses remained in Fuji.
    • Kaguya: I followed after you so I could watch my future husband fight.
    • Zero: Don't joke around.
    • Kaguya: Well once you win this battle you'll eventually need a wife. Won't you? I mean I know your identity is a big secret and all but you're gonna need somebody as your public face right?
    • Zero: Really? You believe we're going to win this battle?
    • Kaguya: Of course. I am the goddess of victory after all.
    • Zero: I'd be lucky to have you then. Unfortunately, I've already made a contract with the devil. I have no room in my life for deities right now.
  • "You can still turn back you know. You're actions here will affect more than just Area 11. You, and this entire world, will be steeped in war." -C.C.
  • Conversation between Suzaku and Lelouch
    • Suzaku: Lelouch. It's me.
    • Lelouch: Suzaku. Why are you calling me now?
    • Suzaku: Lelouch, are you at the school?
    • Lelouch: No. But, I will be soon.
    • Suzaku: I see. I called because there's something I want you to tell everyone for me.
    • Lelouch: Yes and what would that be?
    • Suzaku: The sky. Make sure no one looks up at the sky. Lelouch. Is there ever anyone you could hate so much that you'd actually want to kill them?
    • Lelouch: There is. Yes.
    • Suzaku: I used to feel that sort of thinking was unacceptable. That, unless you followed the rules, killing someone was just murder. But now, it's hatred that is guiding me. I'm fighting to kill someone. I'm going to become a murderer in the skies of Tokyo. So please...
    • Lelouch: Embrace your hate. Just think of Euphy. I made my own mind up long ago. I've no intention of turning back.
    • Suzaku: For Nunnally you mean?
    • Lelouch: Yes. I have to go now.
    • Suzaku: Thank you Lelouch.
    • Lelouch: Forget about it. I mean you and I are friends after all.
    • Suzaku: For the last seven years.
  • "That's right. Only by pushing forward will I find atonement. Even if my enemy is the greatest empire on the planet, there's no turning back for me now. Everything is in place. The time has come to overthrow the old world order." -Lelouch (Preview for the next episode)