- Ayato Kirishima
- Touka Kirishima
- Kazuichi Banjou
- Haise Sasaki / Ken Kaneki
- Hinami Fueguchi
- Kishou Arima
- Renji Yomo
- Hikari Kirishima (Flashback)
- Arata Kirishima (Flashback)
- Kureo Mado (Flashback)
- Yukinori Shinohara (Flashback)
- Yoshimura (Flashback)
- Nimura Furuta
- Eto Yoshimura
- V agents
- Akihiro Kanou (Mentioned)
- Rize Kamishiro (Mentioned)
- Hideyoshi Nagachika (Illusion)
Ayato, Banjou and his gang storm into Cochlea and massacre several CCG guards. As Kaneki walks into Hinami's cell he decides that he intends to save her as his last job and get killed by Arima. Arima arrives at Cochlea and attacks Ayato. As Ayato is about to be killed, Yomo and Touka arrive and save him. It is revealed in a flashback that Yomo is actually Touka and Ayato's uncle as their mother, Hikari, was his sister. Hikari was killed by Arima while her husband Arata wasn't able to save her. Arata became a kakuja in order to be stronger but was eventually killed by Kureo Mado and Shinohara while Yomo joined Anteiku and Yoshimura. Touka, Ayato and Yomo continue their battle against Arima.
During their escape from the hallway, Kaneki and Hinami come across Nimura who mockingly fights Kaneki and Hinami, but is defeated quickly when Hinami pierces his chest with her kagune. Kaneki arrives just in time to save Yomo from being killed by Arima. As they all escape with Hinami, Kaneki tries to buy them some time by fighting Arima. As they face off, they descend into the depths of Cochlea, both landing into a flower pit at the very bottom. Arima arms himself with the Owl's quinque and injures Kaneki many times while calling him weak, stating that he had the opportunity to kill him many times. Kaneki unleashes his kakuja for battle. Meanwhile, Nimura and several V agents turn on the machine that Touka, Hinami and the other fleeing ghouls are using to escape.
Suddenly, Eto breaks out of her cell and chases Nimura after defeating the other V agents. As she is about to kill him, he reveals that Akihiro Kanou turned him into a ghoul by matching him with Rize's kagune, and he uses it to destroy her kakuja and defeat her. Back at the pit, Kaneki is injured multiple times by Arima and as he is about to give up and let Arima to kill him, he envisions an hallucination of Hide telling him to live. Coming back to reality, Kaneki launches at Arima's quinque and destroys it. After Kaneki declares the fight over and declines the notion that he would kill him, Arima slices his own throat with the severed quinque he held onto.
- This episode adapts the following chapters:
- Title pun: Revolt.
- Anime/Manga differences:
- The scene where Furuta writes in his own blood after Hinami defeats him is cut.
- Hikari's face is not fully shown in Yomo's flashback.
- Kaneki is clothed when he first enters his dream state instead of being fully nude initially.
- Furuta did not cut off some of Eto's limbs after he defeats her.