Fruit : The Town of Sweet Scent Fruit : The Town of Sweet Scent is the third episode of " " . Story Detail . Prologue . The episode opens aboard the subway , with Yu reading to Lisa from his parents ' book . After Ai complains about the chocobo ' s liking for her hair , Yu explains that the feather in his hair allows him to understand the chocobo ' s emotions . Despite the chocobo ' s overwhelming contentment , Yu expresses his uneasiness of riding a train with no destination . Thief . Meanwhile , within the Earl ' s throne room , Oscha reports that they have successfully conquered another world . After the Earl expresses his satisfaction , Oscha mentions Kaze , suggesting he may be a powerful being known as " Unlimited " . After Oscha suggests that the Unlimiteds may be more powerful than gods , the Earl quickly gets upset , claiming he is the only god . As Herba requests permission to track Kaze down , a spore floats into the room , which reveals itself to be Fungus revived , but tiny . He informs the Earl that , true to the Earl ' s belief , he is indeed immortal , but it takes time for his body to rebuild . Returning to the children , it is revealed that they have arrived in another unusual place ; the buildings appear to be gigantic grapes , and cloaked men huddle in the streets muttering about being trapped here . Resolving to stay until the train departs , Ai spots Kaze on a bridge a short distance away . When Ai turns to tell the others of her sighting , Kaze vanishes , leaving Ai wondering if she imagined it . Unfazed , the chocobo eats a small part of one of the door ways , confirming that the buildings not only look like fruit , but are fruit . Ai sits down to try some of the fruit , when a short cloaked person snatches her bag and flees into the maze of bridges and buildings . Ai instantly gives chase , and though Yu and Lisa attempt to follow , they are soon cut off by a crowd of cloaked people . The Guiding One . Ai chases the thief into a bar , filled with cloaked people , and so she quickly looses him amongst the crowd . Unseen to her , Kaze sits in a corner , speaking to one of the cloaked men . After she asks the cloaked men if they saw the thief , many begin to weep , claiming that anything lost in Wonderland is lost forever . Realizing she is lost , and tripping into an over sized watermelon , Ai quickly becomes upset . Hearing what seems to be the sound of waves , Ai is drawn to a strange light , where she comes across a giant clam , with many pearls hanging from the ceiling , and a woman standing in its centre , introducing herself as Fabula , " The Guiding One " . Fabula consoles Ai , and listens to her story . As Ai tours the pearls as she talks , she notices creatures inside them . As she leans forward to examine it , it displays an impressive array of teeth . After Ai calls it " scarily - cute " Fabula offers to give it to Ai , calling it PoshePocket . With a few departing words , Ai hangs PoshePocket over her shoulder like a hand bag , and leaves to investigate a new sound ; the sound of fans or propellers . After spotting the airship that was chasing them in the first episode , Ai turns back to Fabula to question her , but notices that she and her clam have disappeared . Frozen Flowers . Aboard , Crux directs Herba toward Kaze , while Kaze watches from the ground . After Herba drops one of the crystal / bombs , Kaze draws a hand gun and shoots it in midair , shattering it . The dust causes many flower like creatures to sprout and attack Kaze , which he opens fire on without hesitation . As he destroys the flower - people , their pollen spreads over the battlefield , which causes the cloaked people that breath it in to begin laughing hysterically . After Herba descends and taunts Kaze , he demands to know where the Earl is , and opens fire when Herba refuses to tell him . Spotting Lisa and Yu on the edge of the battlefield , Herba fires a blast of pollen at them . Ai stumbles onto the battlefield , moments after Lisa , Yu and the chocobo are hit by the pollen , and Lisa warns Ai not to come any closer . As Kaze continues to shoot the flower - people , and thus the pollen continues to spread , Ai turns to her PoshePocket , asking it for help . After a moment , PoshePocket spits a watermelon seed from its mouth , which explodes moments later , clearing the pollen away . Just after the last of the pollen is cleared away , Kaze begins to prime the Magun . He loads and fires the Magun , summoning Shiva to the battle . Shiva instantly freezes both Herba and her flower - people , preventing their pollen from spreading . Epilogue . Ai thanks Kaze briefly , before Yu and Lisa catch up to them and reunite with Ai . With the children ' s resolve now revitalized , the chocobo ' s watch chimes , but being so far away , they quickly panic over arriving in time . The episode closes with the train preparing to depart without them . Soil . A single combination of soil was seen in this episode , and is detailed in following : The cry of the dark spirit / The cry of a soul without light - Dark Green / Forest Green The one that does not forgive creation / The soil that forbids the birth of life - Virgin White / Maiden White The one that freezes everything / To freeze all things - Ice Blue This summons Shiva , the Ice Queen .