Chaos : The Earl Unveiled Chaos : The Earl Unveiled is the twenty - fourth episode of " " . Story Detail . Questions . The episode opens where ended ; with Kaze aiming his Magun at Makenshi , with Makenshi ' s dragons circling overhead . As the two hold each other in a stand - off , the Comodeen evacuates back to Jane with what little flight water they could recover . Lisa recalls the last time Kaze and Makenshi fought ; at the birth of the Black Tower . As Ai , Yu , Lisa , Chobi and Lou evacuate , the frozen flight water begins to crumble and erupts in powerful geyser , one of which catches Yu , but he is quickly saved by Chobi . Meanwhile Kaze and Makenshi are still locked in a stalemate , until Makenshi says that he will put Kaze back to sleep and the Magun suddenly stops working . Makenshi ' s two dragons combine into a single dragon and attack Kaze . The explosion resulting from the attack liquefies the rest of the flight water , and sends it toward Jane in the form of a tidal wave , which delivers Jane back into the ocean . As the crew of Jane access the situation , they notice Yu , Kaze and Moogle are all missing . Answers . As the crew debates what they must do , a strangely familiar mist envelopes the bridge . Makenshi appears , bearing a sleeping Kaze in his arms , and says that it is the crew ' s emotions that are causing Chaos to grow . Meanwhile , Pist reforms within his sanctuary , but Earl Tyrant quickly contacts him angrily . Oscha reveals that the flight water is precious to the Count , and he is scolded for acting on his own . Back aboard Jane , Lisa confirms that Kaze is indeed alive . Makenshi reveals the truth behind all that has happened ; from the very start the emotions of everyone were being used to feed Chaos and make it grow larger and larger . He goes on to reveal that Chaos is Earl Tyrant ' s true form , explaining why he sent the Death Lords after them . Lisa questions why Makenshi is helping them now , and the other make guesses as to his motives , but Makenshi simply responds by telling them that they could never kill Chaos , regardless of how hard they tried . Makenshi leaves , telling them their only hope is to run . Meanwhile , Crux is seen carrying Yu towards Gaudium . After being delivered right into Earl Tyrant ' s throne room , Yu spots his parents once more , but no change has come to them during the time span away . Pawn or Messiah . Back aboard Jane , Ai continues to pester Cid to hurry in finding Yu , and Kaze is put to rest in one of the bunks on board . As Lou and Lisa watch over the sleeping Kaze , Lou mention ' s the voice she heard from the Soil combining Giga - phoenix from the previous episode . She guesses that Soil is formed from the crystallized life of those that lived in worlds destroyed by Chaos . While Kaze sleeps , he recalls the destruction of his world , and the pleas of Aura to " use her Soil " . As the dream comes to a climax , Kaze awakens , and immediately asks after Makenshi . Meanwhile Pist begins to restart the Ocean Puzzle when he senses someone in the shadows . He fires , but his shots are deflected by a sword . Makenshi emerges and instantly slices both Pist and his gun in half with one sword strike . Pist gloats that Makenshi can not defeat him as he reforms his body . Makenshi reveals that all the crystals of Omega have been gathered , an that the Death Lords knew of Makenshi ' s plans long ago . Within the Chaos chamber , Earl Tyrant reveals the Omega crystals to Yu , and explains that they can rebuild Omega whenever they wish , but they need the machine built by Yu ' s parents to control it . Movement . Back in Pist ' s sanctuary Makenshi selects an empty bottle and draws Pist into it , transforming his into mist and using him to destroy the Ocean Puzzle . When he does so , Omega ' s crystals disappear from Chaos ' s chamber and scatter all over Wonderland once more . The crew of Jane pause when they notice something descending from the sky , and three beams of purple energy fire at them , missing them narrowly . Suddenly Gaudium itself descends before Jane and her crew , and open fire again . Just before they are hit , Makenshi appears and deflects the shots , using another group of his dragons to destroy the satellites . Earl Tyrant himself descends before Makenshi and Jane ' s crew . When Makenshi readies himself to fight , Earl reveals his throne to be part of his body , as he transforms into the true form of Chaos . Chaos begins to draw the strength away from everyone , but Kaze seems to be unaffected . Yu watches from Gaudium as Chaos destroys Jane .