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Shirley at Gunpoint is the thirteenth episode of Code Geass: Lelouch of the Rebellion.


Kallen and Lelouch separately reflect upon the deaths of innocents in the Narita campaign and both vow to go on. Shirley secretly follows Lelouch and witnesses the battle between the Japan Liberation Front and the Britannian Army, which Lelouch ends by detonating the flammable Sakuradite that the Japan Liberation Front freighter as the Britannian Knightmares begin to board it, killing all personnel on board and allowing the Black Knights to spring a surprise attack. Suzaku attacks Lelouch, easily overpowering his weaker Burai with the Lancelot, forcing him to eject. He crashes near Shirley, unconscious. Shirley prepares to kill him in order to avenge her father, but hesitates when his mask falls off, revealing his identity to her.


The funeral of Joseph Fenette takes place, with Shirley and her mother present. As the eulogy is said and the gravediggers began burying the coffin, Mrs. Fenette tells them to stop and collapses to her knees, saying that he can't be buried again. As Shirley tries to comfort her, it is shown that the entire Student Council is also in attendance, with Lelouch looking incredibly guilty. In a flashback, it is shown that, as an innocent child, Shirley proclaimed she wanted to marry her father. However, Joseph said that she will eventually find a man she loves more than himself, and if he loves her back, then he will be satisfied. As Shirley lays a flower on the grave, Kallen gives a faulty apology (as she caused the landslide, though she doesn't say this), but Shirley accepts it. Rivalz, meanwhile, says that he figured the Black Knights were heroes, even talking about it online, and asks forgiveness for doing so. When Shirley begins to say that they have nothing to be sorry for, Milly stops her and says that she can't hold in her emotions forever, which Shirley (having obviously already cried) again rebuttals. As she does, Suzaku openly calls Zero a coward for not getting his hands dirty, making others do all the dirty work while tipping the world into a frenzy for what will eventually become pointless, which makes the others ponder. Milly then rallies all of them back to the Student Council room, with the exception of Shirley, but Lelouch ends up staying as well, appearing frozen. As C.C. orders another pizza, Shirley apologizes to Lelouch, saying she did not mean to kiss him before and only did it out of trauma and not out of happiness. She then scampers off, much to Lelouch's confusion.

In Lelouch's room, C.C. asks if Lelouch is truly soft despite wanting bloodshed, and if he regrets killing Joseph. She also questions why Lelouch would kill so many and not be prepared to realize that, like Joseph, they all had families and friends as well and that he only would regret killing people he knew. Enraged, Lelouch tells her to shut up, saying that he has been prepared since killing Clovis, and when she continues pestering him he slams her onto the bed. C.C., however, says that at this point there is no going back and that he still has a vendetta against Charles zi Britannia. Overwhelmed, Lelouch goes for a shower and repeatedly slams his fist against the wall while remembering all of the things that people have said to him against violence and for peace, before finishing and calling Ohgi. Meanwhile, Kallen remembers Naoto while Shirley gets in a mysterious red car.

Lloyd later tells Suzaku that he will be needed again afterwards under Cornelia's orders for a mission. Meanwhile, Diethard Ried comes before the Black Knights and leaks info to them from Kyoto that Cornelia plans to try to obliterate the Japan Liberation Front and Katase again (who have re-located to an oil tanker at Port Yokosuka), and this time Tohdoh won't make it there in time. Most of the Black Knights want to help the Front, but Zero says that they will take out Cornelia and then rescue the Front, while Diethard joins their ranks. As the Black Knights begin to prepare, Kallen tries to ask him something, but Zero briefly leaves for another matter. Andreas Darlton, meanwhile, talks to Suzaku about his usefulness for an Eleven and notes that Suzaku is the son of the former Prime Minister. His orders are to provide the Marines with support from a sniper position and kill anyone who might be wondering around; Suzaku is horrified at murdering them, but would have to in order to move ahead.

While a scuba diver heads underwater, carrying a big tank, it is revealed in a flashback that Villetta was in the car that Shirley got into, and that she wants her to spy on Lelouch in the belief he is with the Black Knights. Shirley reluctantly does, following him to a Black Knights-operated compound. Villetta also follows, doing this only to gain honor over Jeremiah. Kallen, meanwhile, walks into Zero's compound and sees Lelouch there, albeit with his head covered by a towel and in turn protecting his identity. She expresses her doubts on the matter of what happened, having finally come to the realization that murdering any innocent at all is wrong. Reluctantly, Lelouch says that sacrifices are going to have to be made whether people like it or not, and if people see them as murderers, then so be it as long as they remain loyal to their goal. However, he recommends that Kallen leave now if she truly wants to. She decides to stay, and Lelouch says that he is grateful for this, to her surprise. C.C., meanwhile, walks around in Lelouch's clothes and as snow falls, says that she can't make the same mistake again. Meanwhile, the blindfolded man from before walks around.

Elsewhere, Cornelia sends in the Marines in Portmans underwater while Suzaku and some Sutherlands take position above. They smash through an underwater wall at the site where a horrified Shirley and the oil tanker are and proceed to shoot up any Front members they see, but Zero tells them to hold back for now, since Cornelia attacked earlier than expected. Suzaku, meanwhile, silently refuses to shoot despite support from Cecile, noticing that Cornelia is committing slaughter. Left with no choice, Katase tries to surrender, but though Suzaku wants to accept, the Britannians refuse. The ship suddenly moves, attempting to flee, but the Marines make their move onto the ship. It is then revealed that Zero was the scuba diver, and he secretly planted a bomb below the ship. Left with no other choice, he detonates the bomb, with hits the Front's sakuradite and in the process obliterates the ship, the Front, the Marines, and even some of the ground forces, then frames it as a suicide move by the Front and that they must avenge them. He then has the Black Knights move directly at Cornelia. Diethard, who is with Ohgi, then realizes that Lelouch set the Front up as a decoy to attack Cornelia, and believing he is excellent material for more and more chaos, quickly flees Ohgi's company with maniacal laughter.

Zero drives his boat, containing Knightmare-armed Black Knights and Kallen with the Guren Mk-II, directly onto the port, taking several Sutherlands as he goes. The Black Knights then engage Cornelia's main force, quickly taking most of them out. Kallen and Zero head directly for Cornelia, and quickly suppress her, but just as Zero is about to destroy her Gloucester's hatch, he sees Shirley and pauses. This allows Suzaku to barrel in and, in fury and also realizing what Zero's plan was, repeatedly smash Zero in, with Kallen forced to engage Cornelia. Suzaku quickly succeeds in destroying Zero's Burai, forcing him to eject half-conscious, and goes in for the kill, but Kallen breaks through Cornelia and attacks him, forcing him to fight her. Shirley approaches Zero's cockpit and, taking Zero's gun, misguidedly attempts to shoot Zero. However, Zero's mask falls off, revealing a bleeding Lelouch inside, much to her horror and hesitation.

Characters in Order of Appearance[]

Knightmare Frames in Order of Appearance[]


Powers or Abilities used[]

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  • "Cowards! Zero and his people. Their methods are just cowardly. He doesn't even get his hands dirty. He stirs people into a frenzy, tips the world into chaos, and then sits back and congratulates himself. It's not going to change a thing. Anything gained through his kind of tactics is just meaningless." -Suzaku
  • "A victory won through dishonest means is no victory at all." -Suzaku
  • Conversation between Cecile and Lloyd
    • Cécile: Oh, Lloyd! Care for another lesson in proper social etiquette? You look like you have some time to kill.
    • Lloyd: I'll have to take a pass on that.
  • Conversation between Lelouch and C.C.
    • C.C.: Do you regret it? That your friend's father was caught up in all this.? You were just accusing Kirihara of being too soft. What happened to the path of blood?
    • Lelouch: Shut up.
    • C.C.: But it turns out you're the soft one. Did you think this was all just a game? You've already killed your fair share of people. By hand, or words more often than not.
    • Lelouch: Just shut up.
    • C.C.:  All of them left behind a family. All had lovers and friends. Are you really telling me you hadn't grasped that yet? I would have thought you to be better prepared.
    • Lelouch: Just shut up! I am prepared. I have been from the moment I killed Clovis!
    • C.C.: Then why this hesitation? Has she shaken you so badly? One kiss and you go to pieces then huh? So for all your preening and posturing you're really just a spoiled little boy with a swollen head and a big fat mouth. You're in way too deep to be turning back now. you've passed the point of no return. You need a reason for living don't you? You're not going to disappoint me are you?
  • "Yes it will. Or rather it must change the world. Will there be sacrifices? Not only just soldiers but the innocent as well. And yet, because of all these things we have no choice but to continue on. No matter the cost. Even if people see us as cowards. We have to prevail. If that means more blood will be shed so be it. We've spilled so much to get here we can't let it be in vain." -Lelouch
  • "The best laid plans often fall apart. Doubts can arise at any time. My heart grows heavier, little by little. Is this the foundation for the future? Or merely stumbling blocks from the past? The answers that I seek, lie within me." -Lelouch (Preview for the next episode)