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The Grip of Damocles is the twenty-fourth episode of Code Geass: Lelouch of the Rebellion R2.


The Black Knights manage to board the Avalon, while Lelouch escapes in the Shinkirō with C.C. holding Kallen at bay long enough for him to escape. Using Nina's F.L.E.I.J.A. Eliminator, Lelouch and Suzaku successfully break into the Damocles. Believing Lelouch to be trapped, Schneizel sets the Damocles' self-destruct sequence and attempts to leave. However, Lelouch manages to outsmart Schneizel and uses his Geass to force him into obedience. Diethard flies into a rage, shooting a Geassed officer dead and holding Lelouch at gunpoint, calling him Zero and proclaiming that he shouldn't be alive and that his plan is finished, before Schneizel shoots him. In his dying moments, Diethard asks Lelouch to use his Geass on him, to which Lelouch responds that Diethard isn't worthy of it. Suzaku and Gino battle outside the fortress, with Gino unable to hold out against him. Using his last attack, Gino takes out the Damocles barrier, allowing Kallen to take his place in battle. Meanwhile, Lelouch confronts Nunnally, who reveals she has regained her sight which he thought she lost.


As one of the Ikaruga's shuttles takes off, Minami asks Ohgi if it's ok for him to stay behind, but Ohgi answers that it's his responsibility to evacuate everyone. In the air, another FLEIJA bomb detonates, and Lelouch gives orders for his forces to keep charging in and force Damocles to exhaust its FLEIJA supply. Schneizel tells Nunnally that the next FLEIJA warhead has been prepared, so she pulls the trigger. Another FLEIJA warhead detonates, causing Lelouch to realize that real-time tactics are meaningless now. Jeremiah hopes to break through and attacks with all of the Sutherland Sieg's weapons, but they're deflected by a massive Blaze Luminous shield protecting Damocles. Cecile tells Lelouch that if Damocles continues to ascend, it will eventually escape completely. Lelouch asks Suzaku if he can break through, but Suzaku says Damocles' energy output exceeds his own. C.C. launches in the Lancelot Frontier and says they may as well be spectators now. Lelouch orders his remaining forces to gather around the Avalon and charge into Damocles with their hostages. Lloyd asks if that's ok, and Lelouch takes his presence on the bridge to mean he has nearly prepared a solution. Lloyd confirms this, saying that it's up to Lelouch and Suzaku now. Li asks Schneizel if he intends to kill the hostages, and Schneizel gives him 10 minutes to rescue them. Kanon points out that it will take that exact amount of time to prepare another FLEIJA, which Schneizel acknowledges, confirming his intent to eliminate the Black Knights, saying his new world will have no need for a united military.

Milly comments to Rivalz that their student council members are fighting the entire world, and he laments not being able to protect Nina. The Avalon is hit from the rear by a Black Knights force led by Li's Shen Hu, so Suzaku's Lancelot Albion moves to intercept. He and Li begin fighting with swords, and Suzaku cuts off part of the Shen Hu's flight pack. He tries to make a killing blow, but he's knocked away when Tohdoh slams into him with his damaged Zangetsu. Tohdoh asks him what he desires, and when Suzaku answers that he desires the future, Tohdoh tells him that his future is meaningless. Suzaku then destroys the Zangetsu, forcing Tohdoh to eject his cockpit and be rescued by Chiba's Akatsuki Zikisan. Chiba attacks Suzaku, and while he's distracted, Li fires his Baryon Cannon at the Avalon, destroying its shields and disabling its primary Float System, causing it to begin sinking. Black Knights forces invade the ship, and Suzaku slashes apart Tamaki's Akatsuki, forcing him to eject too. Inside the ship, Li's forces search for the hostages. Lelouch orders Lloyd, Cecile, and Sayoko to land the Avalon in the Pacific. He says his farewells to them, saying they've served him well and leaves the bridge. Schneizel wonders if he should fire FLEIJA and take out the Black Knights now, but he decides that would be too greedy. Lelouch tells Nina that what he's going to do is his own wish, and she says that must be Euphemia's wish as well. She reminds him that he'll have to enter environmental data into the final program or it won't work. She wants to come along, but Lelouch tells her she's given Euphemia's murderer enough help already. Nina says she can't forgive Zero, and probably never will, but she had to find her own answer. Lelouch then says goodbye to her, calling her amazing.

Lelouch meets with C.C. in the hangar, and she tells him he may have to kill Nunnally himself. He says he will if she becomes an obstacle to the Zero Requiem, and C.C. asks if he hates her for giving him Geass and drastically altering his life. He answers that it's because of Geass he was able to take his first step, and all his actions were his own. C.C. says that Lelouch is truly a unique man, but just then Kallen's Guren SEITEN smashes into the hangar. She tries to blast Lelouch with her Surger, but C.C. attacks with the Lancelot Frontier. She urges Lelouch to fight and survive, saying that’ll make her smile. Lelouch escapes in the Shinkiro and flies toward Damocles. Schneizel orders his men to drop the Blaze Luminous and target a FLEIJA at the Shinkiro. Nunnally pushes the trigger, and Lelouch and Suzaku prepare to use the new FLEIJA Eliminator plugged into the Shinkiro. As Nina, Lloyd, and Cecile hide from the Black Knights breaching the Avalon, they narrate how the Eliminator works (As FLEIJA’s composition changes constantly, the Eliminator can stop it by striking it with a reaction equaling its own. They must input the FLEIJA's local environmental data within 19 seconds prior to detonation, then execute its program within the next 0.04 seconds.). Lelouch inputs the data, then Suzaku then grabs the Eliminator, and tosses it at the FLEIJA warhead, causing the bomb to disappear. Lelouch uses his Absolute Defense to keep a hole open in the Blaze Luminous and allow Suzaku and their team to break through. Suzaku punches a hole in the Damocles to break in, and the impact causes Nunnally to drop the trigger key and fall out of her wheelchair.

Schneizel comments that Lelouch has done well, forcing him to use his last strategy: escape and trap Lelouch inside Damocles before destroying it with a FLEIJA. Lelouch and Suzaku speed inside Damocles, and a Vincent Ward following them is destroyed by Gino's Tristan Divider. Gino declares that he doesn't acknowledge Lelouch's Britannia and that he has come to stop them. They fight, and Gino proves formidable, using a pair of MVSs salvaged from the halves of the Excalibur Suzaku destroyed. Gino then cuts off the Shinkiro's right arm at the elbow joint. Lelouch fires his Zero Beam, but Gino dodges. Suzaku steps in and tells Lelouch to escape, but Gino throws a sword through the Shinkiro as it speeds off. Lelouch ejects from the cockpit and escapes on foot before the Shinkiro explodes. Suzaku asks Gino if they have to fight, and Gino says he wants to protect what's in his heart. Suzaku answers that he desires the same and they do battle. A new FLEIJA is set to blow inside the Damocles, and as Lelouch runs to the control room, Schneizel, Kanon and Diethard take an elevator away from there. Schneizel says that Damocles and FLEIJA are just machines that can be rebuilt, but Kanon points out that they lack the resources. Schneizel counters that many people will be happy to build the weapon that rid the world of its enemy - Lelouch. Kanon is worried that will lead to terrorism and thinks they should get Nunnally's opinion, but Diethard says she doesn't matter, calling her mere bait. Shocked, Kanon asks if they're going to abandon her, and Schneizel comments that world peace can't be compared to a single life. Nunnally blindly searches for the key and says she must stop Lelouch.

Outside, Jeremiah comes under attack from Anya's Mordred. Kallen destroys several Vincent Wards while fighting C.C.'s Lancelot Frontier. Kallen says that C.C. should simply flee as she has no motivation to fight - no country, no ambition, and nothing to avenge. C.C. counters that she's made a reason, a promise. Kallen asks if that means she loves Lelouch. C.C. says that she doesn't know, but confesses that she feels that it's time for her to finally start living again, prompting Kallen to say that she almost sounds human now. She closes in and cripples the Lancelot Frontier, forcing C.C. to eject. C.C. congratulates Kallen on her strength and says her farewells to her. Schneizel, Kanon, and Diethard enter a shuttle and get a video call from Lelouch in the control room. Schneizel asks if this is a checkmate, unaware that all the guards outside the shuttle have been Geassed. He asks Lelouch how he figured out his strategy, and Lelouch answers that he read Schneizel's nature. Lelouch recalls their chess match in China, saying Schneizel always plays games he can't lose, but this time Lelouch will ensure he'll lose. Schneizel takes this as meaning that he'll be executed. The Avalon crashes into the ocean, and Tianzi runs out of an elevator and greets Li. Sayoko says that she, Lloyd, Cecile, and Nina will now follow him, falsely stating that Lelouch threatened them, which Kaguya believes. On Horai Island, Villetta asks about Ohgi. In a hospital bed, Cornelia tells an unknown figure how she considers herself foolish for misunderstanding Schneizel, and that he allowed her to live. She further states that he has no ambition and would've been a good king during a peaceful time. She holds the figure's hand, and it is revealed to be Guilford, who survived the first FLEIJA, but was permanently blinded as a result.

Aboard the Damocles, Lelouch asks Schneizel if he wanted to control the world with the fortress and Schneizel answers that he just wanted to create the peace everyone wants. Lelouch believes that Schneizel wants to suspend the world in its current state, stating that while Charles yearned for the past and Schneizel the present, Lelouch seeks the future. Schneizel thinks that the future will lead people to having ambitions and greed, which will only result in more suffering. Lelouch counters this, saying that no matter what, people are always rebelling against misfortune. Schneizel calls Lelouch foolish, claiming that the hopes and dreams of the people are merely fantasy. Lelouch states that Schneizel only feels that way as he is selfish, limited by his life of royalty and looking down on the world. In comparison, Lelouch claims that his experiences have matured his outlook on humanity (a montage of flashbacks plays showing all the people Lelouch has encountered across the story), claiming that human nature is why he chose to use Geass and become Zero. Schneizel tells Lelouch that his actions don't line up with his words, and having finally grown tired, he tells Lelouch to kill him, stating that he will gladly sacrifice himself to bring about peace.

Schneizel is then surprised when Lelouch taps him on the shoulder and finally defeats him using his Geass, giving him the command, "You shall serve Zero". Schneizel finally realizes Lelouch's plan as the Geass takes control of him. Meanwhile, Diethard and Kanon are grabbed by the Geassed guards from outside and drugged with Refrain, the former realizing that Lelouch had anticipated Schneizel's thoughts and recorded the video call to trap him. Lelouch states that Schneizel's preparedness to die is what led to his own downfall. Snapping to his feet one more time, Diethard grabs a guard's gun and tries to kill Lelouch, but Schneizel shoots him. As he dies, Diethard asks to be killed by Geass, but Lelouch says he's not worth it. Lelouch orders Schneizel to deactivate Damocles' self-destruct, and Schneizel points out that Nunnally has the FLEIJA trigger. Outside, Suzaku continues to fight Gino and beats him, slicing off the Tristan Divider's lower half, but Gino manages to destroy one of Damocles' Blaze Luminous generators with a Slash Harken, allowing Kallen to break in with the Guren. Declaring that she and Suzaku will never cross paths again, Kallen prepares to fight him one last time. Lelouch enters the room where Nunnally is and says he wants the FLEIJA trigger because it's too dangerous for her. Saying that she must stop him, Nunnally proclaims she won't close her eyes to things anymore. Lelouch is completely shocked when Nunnally opens her eyes and her sight is restored, Nunnally having managed to break through Charles's Geass through her own willpower. Nunnally then asks Lelouch if he'll use his Geass on her too.

Characters in Order of Appearance[]

Knightmare Frames in Order of Appearance[]


Powers or Abilities used[]


  • "Is there nothing left for the world except to cower before the crushing might of the F.L.E.I.J.A.'s?" -Sayoko
  • "The one thing I'll always fight for is a future!" -Suzaku
  • Conversation between Lelouch and C.C.
    • "Lelouch, don't you hate me for cheating you out of your own life? By giving you your Geass, I affected your life and drastically changed your fate." -C.C.
    • "That doesn't sound like you, the immortal witch. C.C, the Geass power that you gave me, it only put me on the path that would lead me to my destiny and nothing more. Everything that followed was my choice." -Lelouch
    • "In all my life, I've never met a man like you." -C.C.
  • Conversation between Kallen and C.C.
    • "You have no country! You have nothing to avenge! You also don't have a shred of ambition! Someone who has no reason to fight should just leave!" -Kallen
    • "I've made a reason to fight. A promise." -C.C.
    • "Are you saying that you love Lelouch?" -Kallen
    • "I don't know. But I believe the time has finally arrived for me to stop accumulating experiences and start living." -C.C.
    • "That makes you sound almost human!" -Kallen
    • "Well done. Kallen, I concede. You win." -C.C.
    • "Don't care, cause' to me, it doesn't matter. Bye now." -Kallen
    • "Winning or losing, I never would have thought that those feelings were still inside me, alive and well." -C.C.
  • Conversation between Lelouch and Schneizel
    • "I have a question. Were you intending to use the Damocles as a tool to dominate the world?" -Lelouch
    • "I wasn't. I only wanted to give everyone what they wanted. To bring peace to civilization." -Schneizel
    • "Disregarding humanity's true nature?" -Lelouch
    • "That's a matter of opinion." -Schneizel
    • "Then you actually imagined that you could maintain the world in a perpetual state of "now". But, life without change might be called anything except life. It's nothing more than experience." -Lelouch
    • "But, link those together and they become knowledge right?" -Schneizel
    • "Schneizel, you truly are superior. So superior you can't even see it! Yes, Emperor Charles sought the past. You seek the present But I seek the future!" -Lelouch
    • "But the future may prove to be worse than the present." -Schneizel
    • "No, it will be better. Because no matter how long it takes, people will continue to seek out happiness." -Lelouch
    • "Even though that will end up making people greedy? (laughs) Your folly also knows no limit. You're really too emotional about this. Hope and dreams are merely names for aimless fiction." -Schneizel
    • "You're restricted, since you belong to the symbol known as a royal family, which looks down on the world. I've seen it over and over. The people who struggle against sadness, those who seek the future. How they all carry on wishing for happiness. Human nature is why I chose Geass and to wear a mask." -Lelouch
    • "Lelouch, you're contradicting yourself. You, who continually deny the will of others, are standing here before us affirming the will of humanity. That's enough. Kill me now and be done with it. But, a F.L.E.I.J.A. will still decimate you. We will gladly give our lives to bring peace to the world." -Schneizel
    • "And that's how I came to my decision, that I'd give you the gift of the words, 'You shall serve Zero'." -Lelouch
  • "What right have you to deny my existence? You have none." -Lelouch


  • In Lelouch's recording to Schneizel, he states that life without change cannot be seen as "life", but rather as only "experience". This echoes C.C.'s words to Lelouch in The C's World, but whereas Lelouch saw life without change as "experience", C.C. saw life without death as "experience".
    • In his response to Lelouch's statement, Schneizel claimed that linking "experiences" together produces "knowledge". This also harkens back to C.C.'s words in the episode mentioned above, in which she said that accumulating "experiences" is worthless.