Reina is walking outside of town when she encounters Melona, and tells her she is going to defeat her for attacking travellers. Melona taunts Reina for being such a weak fighter, and says she only wants to fight decent warriors as she is a participant in Queen's Blade, a tournament held every four years to decide who is going to be the next Queen.

Tomoe, a Warrior Priestess, and Shizuka, a Demon Priestess who has defected are meditating in the shrine they tend to. Tomoe decides she is going to travel to the mainland to compete in the Queen's Blade tournament. During the night, Demon Ninja priests attack the temple.

Tomoe and Shizuka arrive on the mainland. Tomoe attempts to blend in by choosing an outfit more fitting for the mainland when she overhears a Queen's Blade battle being undertaken. Reina and Listy reach the entrance to where the Queen's Blade tournament is being held.

Claudette arrives where Reina and Listy were the night before and encounters Echidna who explains she let Reina go so that Claudette could become countess and hence reward her. Claudette goes to find Reina, and has a flashback to where she rescued Reina as a child.

Reina recovers outside the pyramid, on the edge of a forest, and a Maid of Temptation, Airi is turning the forest into a swamp. She is attacked by the Nowa, Watchmen of the Forest. Airi catches Nowa and steals her life energy.

In heaven, Nanael is summoned by Seraphim, the head angel who plans to exile her as she has forced people to fight each other. Seraphim threatens to send her to hell unless she goes to where the Swamp Witch is and find out what the Swamp Witch is up to.

Nanael is following Reina on her journey. Tomoe and Shizuka are continuing on their journey as well, and rest at a hot spring. Elina is also on the road and encounters Tomoe and tells her to leave the springs but before she goes Elina realises that Tomoe has fought Reina.

Steel Princess Ymir announces that she will take vengeance against Cattleya for selling low cost weapons, compared to the Steel Mountain ones that she creates. Cattleya leaves her son Rana in charge of her store, and Echidna shows up asking after Reina.

Listy, Tomoe and Shizuka all reach the edge of Gainos, and Reina and Nanael catch up with them. Listy tells them to leave, so Reina challenges her to a fight for Queen's Blade and Listy accepts.

Listy is fighting Claudette when she realises she is starting to go numb from some poison that Echidna has given her, and Claudette defeats her. Reina uses the Elven medicine she has to heal Listy. Reina then challenges Claudette to Queen's Blade.

Cattleya and Ymir head to Gainos to help out those being attacked by the Army of the Dead. Melona, Menace, Airi and the Army of the Dead continue the onslaught against Reina, Listy, Elina, Claudette and Tomoe.

Nanael is reassigned by the Head Angel to compete in the Queen's Blade as punishment for failing her prior assignment. Heaven suspects something is wrong with Queen Aldra.

Leina is having trouble finding accommodations until she mentions she is in the Queen's Blade, and the greedy hotel manager rushes to fill her order and ends up rooming her with Echidna. Tomoe and Shizuka meet Melpha, and Tomoe admires her for dressing more appropriately than other competitors.

It is revealed that Nyx is enslaved to a tentacle demon lord named Funikura, who has given her magical fire power, yet often molests her with its tentacles. Elina realizes that Nyx is a coward without Funikura, and tricks her into relinquishing it, upon which Nyx surrenders.

Irma refuses to help Echidna, so Alleyne and Nowa resolve to pick them off one by one. Echidna's past is revealed. Echidna manages to trap Alleyne in a pitcher plant, then to pin Nowa.

Ymir uses the fact that her bout is being broadcast to advertise the effectiveness of her weapons, especially since Leina is using a Cattleya weapon. Leina emerges victorious, however. Lana is hanging on to Cattleya during her fight with Airi, but actually proves to be helpful as Airi cannot bring herself to kill him.

Claudette and Menace are fighting in a desert, giving Menace the upper hand. Her sand attacks confuse Claudette, and she uses cursed attacks to drain Claudette's strength. It begins to rain, however, which weakens her sand attacks, and Claudette emerges victorious.

Irma looks for an opening to strike in her fight with Risty, and finds one when Risty starts having flashbacks to her old, righteous self. However, Irma misses in her killing blow, and is defeated instead. Echidna retrieves her afterwards, and the two depart together.

Airi and Nanael are both desperate to finish the match quickly, as both are starving, and begin to fight in earnest. Airi weakens Nanael by causing her to spill more of the sacred milk, which spills onto some of the petrified people in the palace.

Claudette and Risty are fighting in the courtyard of Vance Castle just as Vance's army is leaving in his bid to overthrow Aldra by conventional military force. Claudette is initially victorious, knocking out Risty with a lightning bolt.

Nanael is drinking milk to drown her sorrows at the bar where Nyx works, and Nyx tells her of the rumor about the horned monster seen in the woods. Nanael thinks it might be Melona, and goes to seek her with Melpha.

Tomoe demands to know why Aldra had the Kouma Ninja attack Hinomoto. Aldra says that she has been searching for her sister, and Hinomoto is the only area outside of her rule.

Nanael makes her report to Heaven, where the Head Angel determines that Aldra has made a pact with Delmora, a fallen angel. The final battle begins, with Aldra proving to have overwhelming power.

After Alchemy Strategist Yuit saves her friend Mirim from harassment by the queen's soldiers with the help of her elfen automaton Vante, Ymir shows up at her village the next day trying to procure Vante for the queen's military. Yuit finds an opportunity to escape but is later ambushed by Elina.

Seeking guidance from the church, Annelotte unwittingly angers the overzealous Inquisitor Sigui and is challenged to a duel. Annelotte must fight for her life as being declared a heretic by Sigui automatically comes with a sentence to be burned alive by holy fire.

On a mission to clear the mysterious fog that's preventing transportation of life-saving medicine, Annelotte travels to the Calibara forest where she meets Moon Shadow Dancer Luna Luna and fights a giant slimy monster. And yes, there will be tentacles.

Mirim has been equipped with the Hyper Vibration Armor and armed with the Hyper Vibration Sword "Infinite Slasher" by Ymir, who sends her to fight Annelotte under the queen's order.

Annelotte sneaks into Gainos Castle with Yuit and Vante to rescue Mirim, but she must get past Dragon Warrior Branwen first.

Annelotte finally confronts Mirim and her nearly invincible Hyper Vibration Armor, and in the middle of the fierce showdown, Captain Liliana's flying pirate ship suddenly appears in the sky above.

Vante is captured by Liliana, and Annelotte and Yuit must sneak on board her flying pirate ship to retrieve Vante. But they are not the only stowaways there.

Ymir recruits Summoner Aldra to join the queen's army. Aldra summons two underworld demons, Belphe and Dogor, to aid in her fight, but they are more interested in finding some tasty humans to feed on.

Annelotte accidentally travels to a small village of orphaned children, where she meets the self-proclaimed "Samurai God" Izumi. Realizing that Annelotte is a stronger and more skilled fighter, Izumi asks Annelotte to teach her better swordsmanship.

Annelotte and her band of rebels return to Gainos Castle with the intention of confronting the queen head-on, but Ymir has anticipated their arrival and set a dangerous trap for them.

Fierce battles rage across the castle as the forces of good clash with the forces of evil. Amidst the climatic showdown, a sinister secret is revealed.

Annelotte finally comes face-to-face with Thundercloud Queen Claudette, and the fate of the continent will be decided by the one who emerges victorious.