For the chapter with the same name, see Chapter 49.
Episode 13
S2 13 title card
Episode 13
Manga chapters Chapter 37
Chapter 49
Chapter 70
Original air date October 9, 2012
Story arc Serpent Looking Up to the Heavens Arc
Dance with Undershaft Arc
Episode Navigation
Episode 12.5
Episode 14

Serpent Looking Up to the Heavens (天を仰ぐ蛇 Tenwoaogu Hebi?) is the 13th episode of the anime and the first episode of Season 2, Perfect Order. It primarily adapts the Serpent Looking Up to the Heavens Arc and the beginning of the Dance with Undershaft Arc, although the opening scene is adapted from the final arc of the series, the Century of Shame Arc.

Minami Amada finds a homeless Karen Low in Port Elizabeth and takes her in as her third secretary. They witness the launch of the final rocket in HCLI's satellite system in the Solomon Islands with Koko's Squad. George Black meets with R while Hex meets with Spin, learning that Koko is the target of Operation Undershaft.


As the Moon, Earth, and then orbiting satellites are shown the words of Jörmungandr, the World Snake, are spoken. Jonah, who is standing at a mountain highway, thinks that there are so many weapons scattered across his way that he wonders if the world is made of little more than lead and gunpowder. He takes the AKS-74U he is holding and throws it, causing it to break when it hits the ground below, reflecting that he still hates weapons, but is traveling with an arms dealer.

S2 13 Minami takes Karen in

Minami decides to take Karen in.

In Port Elizabeth, Minami Amada and Mokoena are returning from grocery shopping when the former notices that Chan Guoming's former store is now a supermarket. Minami then sees Karen Low sitting on the sidewalk and rushes over to her. A listless Karen is hit with a series of questions as Minami suggests hiring her on as a third secretary and taking her in. Mokoena is surprised to see that Minami has taken a liking to Karen.

Back at Märchen Minami learns what happened in Country D from Karen and sympathises with her, but assures her that the world will change. She then connects a toy ninja bear she developed to her laptop and demonstrates its use, confident that it will sell. Karen and Mokoena are then shown chasing off corporate spies as well as CIA in the form of Scarecrow and Schokolade. Karen next learns from Malin that Minami has gone missing from a scheduled meeting to go fishing. Minami then surprises Karen one day by telling her that they will go to the Solomon Islands.

S2 13 final rocket launch

The launch of the final rocket.

At an HEAS-SL control ship Koko's Squad is present for the naval rocket launch. Koko Hekmatyar contends that Minami has brought an outsider in the form of Karen, but Minami dismisses this as Karen is now her secretary and has been told not to cause trouble. Nonetheless Karen goes up to Valmet, who reacts before Koko and Minami simultaneously step in to stave off a fight. With a minute to go Minami points out that Floyd Hekmatyar is not present but Koko replies that he is not as interested in the process as he will be when the system makes money. Minami states that the satellite system being put in place will supplement GPS, allowing HCLI to oversee transport routes with five times as many satellites as well as become involved with global shipping and communications, both civilian and military. Koko replies that this does not matter to her anymore, which Minami agrees with. The final countdown then begins and the rocket launches. The launch includes other spectators in the form of Amalia Torhovsky with the DGSE, CCAT, and George Black. He calls Scarecrow who is with Schokolade is watching the launch live from a nearby island. George tells him that he may spy on Koko and Minami, but Operation Undershaft is still ongoing. Scarecrow claims that he cannot hear due to the noise of the rocket and George hangs up, wondering how many rockets have been launched. Koko then announces that this is the 126th and final rocket and everyone else gets excited except for Jonah, who realises that Koko and Minami were talking to each other when the rocket launched, raising his suspicions. Minami next asks Koko what is next and she replies that they will be off for a few days, accepting a suggestion to go drinking, which everyone else is happy to hear. That night Jonah is on a beach in the Solomons where Koko finds him and asks if he will stay with her no matter how much the world changes.

A flashback shows George initiating Operation Undershaft and Lehm welcoming R to the squad. Koko told him that she expects him not only replace one of her men but to surpass him. Commenting that he looks handsomer in person, she gives him the nickname of R, who vows to do his best to protect her. R remembers that after this Koko became the person he now knows, always wearing a smile on her face and he has not yet seen the real her.

S2 13 George meets with R

George and R have their dinner meeting.

Back in Paris R and George are having a late dinner, with the former drinking a lot of wine while the latter orders a lot of food. R starts by revealing that the three assassins who targeted Koko were sent by the CIA. George replies that she really fingered them for this and that if R were to become suspect everything would fall apart. He clarifies that Operation Undershaft's goal is not to get rid of Koko, thus sending assassins would not make sense. R counters that he did not suspect George and that the culprit is someone else, agreeing that incidents like this make it difficult for him as the risk of discovery would be too great. George agrees to find whoever is responsible. He then asks for R's impression of Koko. R reveals that Koko is extremely good at concealing her true emotions. Unlike when he was gathering intelligence in Bosnia Herzegovina from his sources, she always stays in a grey area. He states that she is a monster and compares her to a snake slithering along the borderline. However when she compared Dragan Nikolaevich to a dragon, one of the doctors asked if this made her a dragon herself. George has a laugh at this and R continues that although she acted indifferent at the time, Koko let her guard down and began to fear that she was turning into a monster and that her squad would leave her. George replies that she sounds human, but does not want a monster that he cannot control. They need to be especially concerned about her contacts with Minami and what they are planning, as he suspects that they will both turn into monsters. After their meeting, R and George part ways, with the latter asking how many rockets Koko has launched.

At a hotel overlooking the Aegean Sea Jonah is loading pistol magazines while sitting on a window sill with Koko in the room. She goes to sit next to him and explains the four different kinds of officer at the CIA. Jonah wonders why he is learning this and asks about Scarecrow, who Koko confirms is a case officer. Although this may seem complicated, she wants him to have an idea how the CIA operates since she has to worry about them when doing business. While two types, the staff operations officers and collection management officers do not operate in the field, she is concerned about the paramilitary operations officers or POOs, as they carry out the CIA's military operations, with many having a special forces background. She then reveals that Dominique and his people were likely sent by a POO, prompting Jonah to asks if she knows who. Koko is not sure as there are many and that some of them still hold grudges, in particular one named Hex.

S2 13 Hex finds out

Hex discovers that Koko is the target of Operation Undershaft.

Elsewhere, Hex exits her car and tells two of her men to wait while she enters a building. Inside she calmly greets Spin, who is inside a curtained room and surprised to see her while his bodyguards level their pistols at her. He tells them to stand down and is insistent, and they both leave the room, with one of them wondering if "Hex" means hexagon. Spin asks about Afghanistan and Hex replies that that operation is still ongoing but she is currently in Eastern Europe. When she tries to ask him about something he quickly responds that he is undercover as a businessman lacking diplomatic cover and tries to get her to leave. However Hex then starts to use her seductive charm on Spin to force him to talk, as this involves an operation that they are both part of. Spin counters that people are afraid of her because of her brutal tactics which involve killing terror suspects, but Hex persists, asking about Operation Undershaft. Spin tries to worm his way out by replying that Undershaft is the name of an arms dealer in a George Bernard Shaw play but Hex continues, asking who the target arms dealer is. She then takes her top off and unable to hold himself back, Spin slips her bra off and begins to spill his guts. He reveals that Operation Undershaft is intended to gain control of HCLI's communications infrastructure via Koko to augment the American military network with George black in charge of the operation. Hex laughs at the revelation that Koko is the target, as George knew about her past with Koko but did not get her directly involved. She admits that she previously ran into Koko and had sent assassins after her before, which led to her discovery of Operation Undershaft. When she vows to kill Koko Spin has had enough and kicks her out, leaving her somewhat disappointed that they did not finish. Spin states that he saw no one that day and Hex tells him to ensure that it stays that way.

She then travels to a CIA black site in Eastern Europe via private jet. Here she is asked about what to do with a suspect who refuses to talk. She makes one final attempt and when the man refuses, executes him. She then goes outside and thinks that just killing Koko would be boring, wondering what she can break to hurt her the most. At that moment Koko is shown undertaking an arms delivery with the scene ending on Jonah.

Anime and manga differencesEdit

The episode shifts the Serpent Looking Up to the Heavens Arc to occur before the Dance with Undershaft Arc and by extension the Pendulum Arc, which concludes with R meeting with George. Notably this shows R as still being alive when the final rocket is launched and omits Yosuke Hinoki from watching the launch.

Chapter 37Edit

  • George has dark hair in the flashback. His and Lehm's jackets are darker while Koko and R's jackets are lighter. Koko and R are not shown shaking hands.
  • R wears a patterned shirt at his meeting with George.
  • Koko is wearing a dark suit when R describes his impression of her.
  • A flashback is shown of Koko making her dragon comparison and Marguerite Mesner suggesting that she is one herself is not shown.
  • The squad is in Izmir when Koko tells Jonah about the different kinds of CIA officer. She is not shown getting off a bed to sit next to Jonah. The chapter omits showing Scarecrow and Dominique's crew launching their attack.
  • Spin's location is specified as Budapest. The bodyguard who questions his order to stand down is not shown.
  • Hex's nudity is more explicit as her breasts are fully shown. She loosens Spin's tie but does not take it off.
  • Hex is shown arriving at the black site with her men. The site is in the countryside and structured like a prison camp. She stops by her office first where she is handed a file about the suspect who refuses to talk. Her execution of him is more explicit and she is shown walking away with another officer about to handle the body.
  • Koko is not shown on her next delivery in Bosnia Herzegovina when Hex considers how to strike at her.

Chapter 49Edit

  • Minami's cigarette brand is shown.
  • A flashback of Karen discovering Chan's death and shooting Valmet is not shown.
  • Mokoena is shown chasing off Scarecrow and Schokolade gives Karen a business card but does not say anything.
  • Valmet is not shown reacting when Karen goes up to her and the two do not brace for a fight.
  • Yosuke and Mana Hinoki are shown watching the launch.
  • Koko has her hat off when she makes the announcement that the final rocket has launched.
  • The chapter shows that the party that night is occurring at one of the beach houses.

Chapter 70Edit

  • Jonah throws away his AKS-74U with one arm and it shatters when it hits the mountainside.

Debut appearancesEdit


  • The opening sequence parallels Jonah's introduction in Episode 1 when he is looking up at the sky at the F-22 and also holding an AKM.