It's graduation time at the Momogaoka College of Music and its graduating students (including Chiaki and Masumi) put on a performance of various classical pieces for their graduation recital. Kiyora, the former concert mistress of the Nina Lutz Seminar Youth Orchestra, proposes to Chiaki her idea of assembling an orchestra. She invites Chiaki in as their conductor. Needless to say, she also requests that Chiaki and his "superstar" status to invite some of the elite musicians (cellist, violinist, and oboist) into the orchestra. The S Orchestra has their final get together as they disband and move on. The pieces performed in the episode are Concerto for Flute and Percussion by André Jolivet and Mephisto Waltz No. 1 (Der Tanz in der Dorfschenke) by Franz Liszt.