It was Alfred (Amelia's cousin) who was all along behind the whole kidnapping/kill Phil situation, only to have Kanzel and Mazenda turn and kill him-- the actual bad guys.
Phil manages to get himself knocked out, while Lina and the rest are being taken by Kanzel up high in the sky (thanks to one land piece of Seyruun.)
They manages to kill Mazenda, but are they strong enough to kill Kanzel?
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Ready to Watch Slayers, Season 2, Episode 12?