Desperate to find Hugo, Alita slips and slams into a junked car, falling into the block where his apartment is while she wonders how to protect him from other hunter-warriors. Outside the apartment Netman 2 is distributing copies of Hugo's bounty to the old men who are his neighbours. They are shocked at the news, but the netman dispassionately replies that the Factory operates solely for the sake of Tiphares. While looking at a copy of the bounty Alita realises where Hugo could be.
Back at Factory 33 Zapan taunts Daisuke Ido with the prospect of a wager to see if Alita will bring Hugo in. Ido tries to leave but is stopped by Zapan, who tells him that he wants him to join in on the fun as well. Ido hits Zapan with his rocket hammer, but Zapan deftly dodges a second strike and knocks Ido out in one motion.
At the abandoned factory, Hugo counts his chips and finds that he is 500,000 short of the 10 million chip goal. He hears someone enter the factory and grabs a fire bottle, but it turns out to be Alita. She shows him a copy of his bounty, but Hugo laughs it off and scoffs at the amount. When Alita asks if he did commit the crimes described he confesses that he is guilty and declares that he will return to Vector's place, undeterred by the dangers of doing so. When he tells her not to get mixed up with him and that he will leave that night, Alita is driven to tell Hugo that she is in love with him and needs to know how he feels about her. He is initially dismissive but Alita drives the point home by breaking the wall behind him. Hugo notices how beautiful her eyes are and tells Alita that they are now partners in crime and she kisses him.
Afterwards Hugo comments that the kiss was literally electric and Alita explains that there could be a charge between them or it is due to the lightning in the storm. When she asks him about the scar on his wrist, Hugo reveals his background. He was raised by his much older brother and sister in law, Nana. An engineer for the factory, the brother was a very curious person and was intrigued by Tiphares and the true nature of the Factory and the Scrapyard. He theorised that Tiphares was hanging from its shaft which extended into outer space and that there could even be another city at the end. One night, the brother suddenly had the epiphany that he would journey to Tiphares via a hot air balloon and began working secretly on the project despite his wife's concerns, using the very same factory as a base. Nana was opposed to the project and argued with her husband. When Hugo turned ten, the balloon was completed and they planned to leave one night. Nana had Hugo go into town to run an errand for her, but he felt that something was wrong by her attitude. When he got back to the factory, he found the balloon set ablaze and his brother killed by a hunter-warrior. He had the body taken away and Hugo learned that his sister in law had betrayed her husband. Despite her efforts to raise Hugo, the trust between them had been destroyed and he ran away, living among a bad crowd for two years. One day on the street he noticed his brother's hand being sold by a body parts vendor. Overcome with emotion, he offered to trade his own hand for his brother's. The vendor's objections were overruled by Vector, who was intrigued by Hugo's offer and accepted it. He had Myra, a surgeon working for him, perform the transfer. Hugo decided to retain the resulting scar instead of having it surgically altered. When Myra mentioned that Vector himself had been to Tiphares, Hugo latched onto this and although it was not true, Vector did not deny Myra's claim. He told Hugo to bring him 10 million chips in exchange for passage to the aerial city.
Hugo worked hard for the past three years and kept his chips stored at the factory, just coming up short when Zapan busted his operation. After hearing Hugo's story, Alita reveals that she sympathises with Nana, as she too would feel abandoned if the person she loved became attracted to a far away place. When Hugo suggests that she will have to kill him to prevent him from going to Tiphares, Alita approaches and asks him if this is what she should do before handing him a stack of 500,000 chips, the balance that he needs. She vows to deliver him safely to Vector and then follow him. Hugo accepts and steps outside to use the bathroom. While he wonders how he can help Alita, Clive Lee, the hunter-warrior who had killed his brother years ago, appears behind him and slashes off his arm with the White Hot Palm. He is about to take Hugo's head when Alita bursts through the factory wall and knocks him back. Lee demands that Alita return the bounty to him per Factory Law, but then realises that Alita knows Hugo and is sympathetic to him. She blocks his hand and he fires up the White Hot Palm in an attempt to burn through her. Alita then uses her Berserker Body to charge Lee's body with electricity before pulling her arm away. The added charge attracts a lightning bolt which incinerates Lee and destroys him. As Alita holds Hugo's body he begins to grow cold and she despairs how she can save him before hitting upon a solution.
Back in the Scrapyard the rain has stopped as Alita jumps across rooftops with Hugo's body and his blood streaked under her eyes as eye black. When she pauses on a building, a searchlight suddenly illuminates her and Zapan and numerous other hunter-warriors appear. Zapan accuses Alita of fleeing with a bounty and reveals that he brought in Netman 2, who declares that his job is to punish hunter-warriors guilty of rebellion. Zapan also reveals that he has Ido tied to a pole so that Alita cannot flee. When he demands that she turn in Hugo to the Factory, she reveals that she is carrying Hugo's head. The netman declares himself satisfied and the other hunter-warriors leave in disgust, while Ido and Zapan are shocked. Zapan is so taken aback that he jumps onto the roof next to Alita and questions her humanity. When she turns away, he grabs Hugo's body and pitches it off the roof, making a grab for Hugo's head. Zapan then sees that Alita has connected her life support system to Hugo's head to keep his brain alive. However before he can do anything further the netman intervenes and announces that stealing another hunter's bounty is against Factory Law. Zapan is caught off guard, allowing Alita to quickly step in and slice his head off with a strike.
- Lee's name was later revealed by Master in Battle 24.
- There are several differences between the events of this chapter and the OVA:
- There are several differences between this chapter and the corresponding events in Gunnm: Martian Memory:
- Following Yugo to the abandoned factory, Gally finds Zavan and they fight. After Zavan is beaten, Gally hits him with a final blow that takes off his face. Blinded, he then turns around walks off a cliff.
- After talking to Hugo, Gally offers to be kissed by him.
- Gime appears inside the factory and seriously injuries Hugo, but does not dismember him. After Gally defeats him, his body blows up, leaving a skeleton.
- Yugo is conscious after being injured by Lee and talks to Gally.
- The technique Alita used to kill Lee does not appear again. In volume 1 of Gunnm Works it is called Thunderbolt.