Teros : Long Lost Memories Teros : Long Lost Memories , also known as Teros : In Search of Flying Water , is the twenty - third episode of " " . Story . Prologue . As Jane sails through the electrified sea , the crew have resorted to using oars to propel the submarine for fear of the engines igniting the Elenium in the water . As Yu drifts into his memories of his discovery at Earl Tyrant ' s castle , Cid announces the Elenium thins out up ahead , so the engines will soon be usable . As they reach this zone , the ocean ends , leaving Jane to fall from the sky to the ground below . Teros . After landing without injury , the children spot an old friend flying overhead ; Lou . Lou descends , wearing a clear , blue cape along with her regular attire , and greets the children . Lou spots Kaze , but before she can do anything , Ai notices her cape is made from flight water . Lou takes them to meet Bolbol ; a man that crafts flight water into clothing . It is revealed Lou has been working for Bolbol in exchange for her cape , to assist her in her search for Kaze . After Bolbol shows them another cape he crafted , Ai compares it to Clear ' s glove , confirming they are crafted from the same material . After Bolbol examines the glove , he confirms he once knew Clear , and did indeed craft his clothes , even giving him the expensive outfit for free . Bolbol takes the group to Teros at the edge of the woods where he makes his home . Upon arriving , Ai notes the sea of flight water is as hard as ice . When the Comodeen begin to celebrate , Yu is reminded of the state he found his parents in , and Lisa and notice his distracted demeanor . Pist ' s Counter . Within the Count ' s throne room , Earl Tyrant refuses to eat . Makenshi , laying in his usual position above the others , overhears this , and seems concerned . Elsewhere , Pist celebrates his latest creation : the " perfect anti - Magnum weapon " ; Blue Elenium . Back at Teros , Crux watches the Comodeen collect the flight water necessary to make Silvia fly . One of the machines used for collecting the substance explodes , with Pist appearing from the smoke . When the Comodeen open fire , Pist uses the Blue Elenium to create a whirlwind of blue energy , which stops the darts without causing damage . Pist opens a hole in the whirlwind , and shoots and destroys several more of Cid ' s machines , sparking Cid into a rage . Cid extends his hammers , and crushes Pist between them . A trickle of water runs out from between them , and reforms as Pist , unharmed . As Pist aims his gun at the group , Lou appears in wolf form and uses her energy beams to destroy Pist ' s hand , sending his gun skating away . Pist reforms his arm , and collects his weapon , as Kaze , who arrived with Lou , primes and loads the Magnum . He fires , summoning , which Moogle powers up to Giga - Phoenix . Pist fires a shot of Blue Elenium from his gun at the fire bird , which begins dissolving it . As he gloats over his power , Pist is hit by the shards of the Phoenix as it breaks up , destroying him once again . Confrontation . As Pist reforms at a safe distance , he comments the reaction is more violent than he calculated , concluding the Phoenix will continue until all the flight water is destroyed . Lou fails at destroying it and is attacked by the Phoenix in turn . Though she survives Lou is badly hurt , and comments on hearing the cries of the soil affected by the Blue Elenium . Lisa attempts to stop the Phoenix using her Kigen summon , but it is ineffective , and she is repelled . As Pist revels in his victory , Makenshi uses a pair of his dragons to destroy the Phoenix . Kaze and Makenshi face each other before Kaze raises the Magnum and aims it at Makenshi . The episode closes with Kaze making his normal declaration before loading the Magnum . Soil . One combination was seen in this episode ; Phoenix , which was powered up to Giga - Phoenix by Moogle . The combination is : Origin of all / The origin of all things - Mother Black Burning all to ashes / A heat that will scorch all creation - Fire Red The critical point of all / The critical point of everything - Burning Gold