Whilst his forces are in disarray, the Major isn't bothered, and has the zeppelin's Captain executed when he rebels. He tells his remaining forces to arm themselves, and that everything is going as planned. Meanwhile, Seras tries to help her master, snapping him out of his past visions. Alucard tells Anderson he can't defeat him, and attacks him. He rips out his heart, which has the Nail of Helena stabbed into it, and crushes it.

Anderson is defeated, and crumbles away. He asks Alucard how long it'll be until he's no longer cursed to walk the Earth. Alucard tells him until the weight of his past is shattered by his oncoming future, which shouldn't be too long. Anderson then crumbles into nothing, but his remains on stomped on by the traitorous Walter, who says there is no need to mourn filth. He calmly explains that he's obviously been captured, brainwashed and turned into a vampire, and has been forced against his will to turn his friends and master to bloody shreds. Enraged at what he did to Anderson, Yumie tries to attack him.

However she is ripped to shreds by Walter's wires. Heinkel attempts to shoot Walter, but is shot through the mouth by the Captain. Meanwhile, Sir Irons meets with the other remaining member of the round table, Lieutenant-General Rob Walsh. They discuss that a nuclear submarine is approaching London, ready to strike the city should things get worse. But they know the Queen still has faith in Hellsing, and a nuclear attack would only be used as the final solution. They also wonder about who the traitor in the Round Table could have been, and as they're now the only surviving members of it, it can't be either of them. Irons believes it is Walter, as he once warned him about Arthur's brother, Richard. But on the day Richard tried to kill Integra, Walter was nowhere to be seen. They begin to think that all this was part of the Major's plan, to get Alucard released after Arthur had sealed him away.

Heinkel's mouth has been blown apart, but she is still alive. She takes a gun from one of the other surviving Iscariot agents, and is determined to kill Walter to avenge Yumie. Alucard asks Integra what her orders are, and she instructs him to search and destroy -he is to destroy Walter. The Deus Ex Machina lands, and the Major tells Integra to come inside it, so he can face his archenemy. Alucard instructs Seras to go with Integra, and help put an end to the Major's dream. Seras thanks Walter for everything he had done for her, and then follows Integra into the zeppelin.

Alucard begins fighting Walter, but gets one of his arms torn off. He attempts to shoot Walter with the Jackal, only for it to explode in his hand. Walter reminds him that gun was made to kill Anderson, and he's no Anderson. Alucard unleashes the black hound, but Walter defeats it and takes control of it, releasing the consumed Luke Valentine in the process. Luke has no idea what's going on, but is then pierced by Walter's wires. Walter uses him and the black hound against Alucard, but then stumbles.

Doc is watching, and thinks this has happened to Walter because they rushed the surgery too much. The Major says they gave him everything they had to give. He tells Walter to show them what he's got. Alucard uses his other gun to kill Luke, but is then torn up by Walter's wires. His torso is suspended in the air, but Walter, who is regressing in age, knows he must take Alucard's heart.

Walter seemingly stabs into Alucard, only to realize he's hit a fake. The real Alucard punches him down, and says that he hasn't seen Walter like this for 60 years. From the moment they met, he knew Walter wanted to fight him, otherwise he wouldn't be able to move forward. He tells him he's still the same in his heart: just a strong brat. But now, he tells him to show him what he's got. Alucard full reveals his new form: a young girl.

Manga differences

-In the manga, the part where Alucard reminds Walter that he once told him that Englishmen look forward to growing old is shown before the scene with Irons and Walsh. In the episode, it happens after Heinkel is given a gun, and goes after Walter.

-The part in the episode where Luke throws a knife into Alucard does not happen in the manga.