Roctis arrives in the laboratory through the ceiling just as Rai is about to finish off Ignes. He is shocked to see Rai actually standing in front of him (although Roctis knew his former master is alive). He asks the Noblesse if he has anything to ask him and Rai responds by saying that Urokai Agvain asked him the same question. Rai adds that he will not condemn Roctis for his past actions while Roctis directs his daughter to escape. Roctis creates an opening for Ignes by attacking Rai and the children (Rael, Seira and Regis).
With Ignes having escaped, Roctis takes out his soul weapon and apologizes while stating that he cannot watch his daughter die. Rai knows that this was also the reason why Roctis had betrayed him in the past. Roctis is surprised to hear that Rai knew his secret all along, but Rai states that he and Ignes must be punished as they have harmed many human lives as well as many Nobles' in order to fulfill their greedy ambitions; effectively condemning both to death. Roctis becomes enraged that his daughter has to be sacrificed for the sake of mankind. He claims that she shouldn't be punished for committing the same sin that humans always and unscrupulously commit to one another and that he kept to his noble duties for a long time until Ignes committed the outrageous. Rai is still not swayed to Roctis' persuasion and Roctis goes to physical transformation, very angry with Rai. He declares that he is no longer a Noble, both in mind and body. Rai still acknowledges him as a powerful being that should be responsible for misuse of his powers. The two both release their auras and the clash of the two auras cause the scene to rumble. Roctis starts the attack on Rai by swinging his whip at him and Rai looks back at the children to protect them and a part of the building is destroyed. The two men emerge out of the dust cloud and Roctis sees that Rai has become weaker due to the incident 820 years ago.
Rai allows the three spheres of red aura (containing the children) to land on the ground softly. Roctis reveals that he in contrast has become much stronger due to human technology and that although the experiment was a massive gamble, he valued the protection of Ignes greater than his own. Rai is saddened by Roctis' decision to undertake physical modification but Roctis says that he is willing to do anything for his daughter. There is a rare silence until Roctis suddenly swings his whip at Rai to create a massive energy wave which destroys Rai's surroundings but is unable to break through Rai's red energy sphere. Roctis attacks Rai again but the attack is easily blocked. Roctis pleads Rai to stop wasting his life force and live the rest of his life in peace as the Previous Lord wanted. Rai rebukes him for being too chatty but is replied with another whipping aimed towards him. He counters the attack with a huge energy beam which overwhelms Roctis' soul weapon and rushes towards Roctis. Roctis, who is very surprised, just manages to dodge the beam. Roctis has a last go to swing his whip more quickly and accurately towards Rai but the attack is deflected by a wave of Rai's hand. Rai then blasts Roctis quickly, who is defenseless and takes the hit.
Frankenstein arrives from his battle against the 9th Elder to try to stop Rai from exhausting any more of his life force. However, Rai rejects any help from his servant as he is in midst of performing his duty and instead asks him to protect the children. Whilst reluctant Frankenstein lowers himself to the ground to submit to the order, Roctis goes through further transformation, when the white lines on his body start to fizz with green electrical beam and fill up his eyes, covering up the typical blood-red eyes. He becomes even more powerful and Frankenstein is surprised to see a former clan leader physically transforming after going through physical modification. Roctis swings his whip more aggressively towards Rai, who summons his Blood Demon form to block the attack.
Roctis is more hesitant to attack Rai but then aims his whip at Rai, whose eyes are now glowing dark red. However the attack is blocked and Roctis raises his whip high up to smash Rai from above. The whip hits Rai but doesn't affect him and crashes into the mountains. He starts to radiate a different aura to that of a clan leader which the 5th Elder quickly senses. Rai then shoots an energy beam at Roctis but the beam is easily dissipated by Roctis swinging his whip strongly through the beam. Roctis sees that Rai has become so weak to the extent that he is struggling to keep his strength up, nonetheless use it. He then blames Rai for forcing him to commit more sin towards Rai and swings his whip at him again. Rai waves his arm across to deflect the attack and then gathers up blood in his hands and rises up his strength. He summons a Blood Phoenix in order to execute Roctis Kravei with the right given to him as the Noblesse. Roctis panics, then grits his teeth hard and gives out a roar to swing his whip, which summons a dark red shark. The two creatures rush towards each other and after a huge explosion, the shark is destroyed by the Phoenix, which continues to fly towards Roctis at a blistering speed. Roctis is shocked as the Phoenix strikes him hard. A massive crater is formed and Roctis is defeated.
As Roctis' body starts to fall apart into tiny blood crystals, Roctis starts to explain the reasons for betraying him and how everything seems so stupid from the start now that he has abandoned all the Nobles who trusted him, his clan, his will, his body and mind just to save Ignes. Rai replies by saying that although he doesn't know what it feels like to be a parent, he knows enough to suggest that his duty was not only to cover for his child. Roctis understands and thanks Rai for the wise words, which he shall engrave in his soul although his body now perishes. He enters a forced eternal sleep. Rai reminisces about his last meeting with Roctis, in which Roctis told Rai that he won't be able to visit him for a while and apologized, which confused Rai. However, Rai now realizes what Roctis meant and starts crying.