Holsten is now in the briefing room as the newly thawed Key Crew members discuss the plan to land on Kern’s World. Vitas explains that although the engineering staff have kept the ship functional, it is inevitably falling apart, and this is its last voyage. Holsten learns that there are quiet transmissions coming from the planet itself. The messages are essentially requests to be left in peace. Karst has deployed drones to take images of the planet’s surface, and the images reveal that the planet is surrounded by “a whole orbiting network” (507) of webs. Karst orders Lain to be awakened from stasis.

The spiders have been preparing for the arrival of The Gilgamesh for generations under Kern’s direction. Bianca, the general in charge of tactics for the encounter, travels to the Great Star Nest to organize the response. Portia, the fighter, prepares for Bianca’s arrival and tries to wrap her mind around the coming fight. Portia and Bianca know that their success or failure will determine the fate of their entire species.