Lelouch manages to get Kallen to realize she is being a bitch for betraying the Order of Black Knights. Just as she is about to defect again, she gets her memories overwritten and is used to pilot the Sword of Akasha as it sucks away her life force. The Sword of Akasha is revealed to be a giant weapon of unimaginable power with a Gundam head.
Lelouch manages to get to Kallen in his Shinkirou after Orange and Toudou heroically sacrifice themselves to kill Spinzaku. With only seconds to go before the Sword fires it's laser at Jupiter, CC's homeworld, Lelouch and Kallen use their ultimate love-based attack and destroy it, saving the world.