Attack on Titan Wiki
Attack on Titan Wiki

This article is about the 39th episode of the Attack on Titan anime. For the manga chapter of the same name, see Pain (Chapter).

Quote1.png This tiny world is about to change. Will it bring hope, or despair? Can we trust the government with the future of humanity or not? Who gets to choose? Who decides? Who will you trust? Quote2.png
— Erwin to Nile

Pain (痛み Itami?) is the 2nd episode of the 3rd season and the 39th episode overall of the Attack on Titan anime, produced by Wit Studio and Production I.G.


Levi fights his way out of Kenny's ambush, whose subordinates have taken control of the carriage holding Eren and Historia. He is joined by the rest of his squad in an attempt to rescue Eren and Historia, but they are eventually forced to retreat.

Afterwards, Levi convinces Dimo Reeves to work for the Scout Regiment. Reeves lures two Interior Squad members into a trap set by Levi's squad, and they reveal under interrogation that the Reiss family is the true royal family. Kenny kills Dimo Reeves for his betrayal, while Rod Reiss reunites with his daughter, Historia.


As Kenny prepares to fire his guns at Levi, Levi throws one of his blades at him. Kenny deflects the blade away and fires a retaliatory shot, but Levi manages to avoid getting hit by hiding under his cloak. Seeing his squad mates dead, Levi makes a hasty getaway from the scene while being chased by Kenny and his squad.

The carriage cover is destroyed, exposing Eren and Historia

On the wagon, Keiji hears gunshots and sees members of Kenny's squad approaching their position. He tells Eren and Historia to stay in the carriage and speeds up, but their pursuers are already in range. They fire grappling hooks at the carriage, tearing off its top and exposing Eren and Historia. Eren picks up a rifle to return fire, but both Historia and himself are hit with tranquilizers and knocked out, before Keiji is shot and killed as well.

Kenny enters the bar

Levi arrives on the scene just as one of their pursuers takes over the wagon, and chases after it. However, he is quickly intercepted by other members of Kenny's squad and forced to retreat. With Kenny and his squad chasing him, Levi dives into a nearby bar to hide, shocking the patrons.

Thinking he has Levi cornered, Kenny swaggers into the bar confidently to confront him. The two converse briefly about their past and motivations for joining their respective factions, before Levi uses the bar owner's gun to shoot Kenny from under the bar counter, blasting him out of the building.

Levi kills two MPs

Thanking the bar owner for his gun, Levi throws a chair out of the window as a decoy. This draws fire from members of Kenny's squad outside, before Levi jumps out of the window himself and fires a grappling hook at one of the soldiers, using him as a shield against a barrage of shots from the two other soldiers present. Before they are able to reload, Levi rushes between them, slicing them apart with his blades. Hearing the gunshots from Levi's fight, Squad Levi heads towards the source of the fighting.

Armin kills an enemy to save Jean

Outside the bar, Kenny slowly gets up, lamenting to Caven how he forgot that bar owners are allowed to carry guns for self-defense, and comments on how much Levi has grown since they last met. As Squad Levi joins up with Levi himself, Levi orders them to rescue Eren and Historia, and kill any enemies who would stand in their way. In the ensuing fight, Armin and Jean briefly take control of the wagon, with Armin killing the previous driver in order to save Jean. However, when more members of Kenny's squad show up from behind, Levi and Sasha are forced to rescue Armin and Jean, and they abandon the chase.

The royal government officials in the palace's throne room

In the royal capital of Mitras, the royal officials discuss the retrieval of Eren and Historia in the palace's throne room, deciding to deal with the matter using the power of the law as they always have. Afterwards, a messenger arrives from Rod Reiss with the news that he has successfully captured Eren and Historia. With this, the royal officials conclude that there is no longer any need to take action.

In the military barracks, Erwin is visited by his old comrade Nile Dawk, who was in charge of confiscating his personal effects. Erwin muses about their past and voices his distrust of the government in securing the future of humanity, to Nile's horror. After Nile leaves, Hange and Mobilt approach Erwin with the news of Eren and Historia's capture by the Military Police and their suspicion that Eren might get eaten.

Outside the abandoned building where Squad Levi is holding Dimo Reeves and his men, Armin is trying to come to terms with the fact that he killed another person. He asks Mikasa if she had gone through this when she killed a human for the first time. She does not reply, but simply comforts him. Inside the building, Levi comforts Armin as well, telling him that Jean would not be alive if he had not dirtied his hands. Afterwards, Levi and Mikasa talk to Dimo Reeves, and Levi manages to convince him to lend them a hand, in exchange for their help in ensuring the survival of the people of Trost District.

Hange and Levi torture Sannes

Under the pretense of being on the side of the MPs, Dimo Reeves leads two Interior Squad members, Ralph and Sannes, to the location of Levi's hideout. It turns out to be a trap set by Levi's squad, and the two MPs are knocked out and imprisoned by the Scouts. Sannes is tortured by Levi and Hange, but he refuses to reveal what he knows on account of his loyalty to the King. It was only after Levi and Hange tricked him into believing that Ralph had betrayed him that Sannes finally relented, revealing that the Reiss family is the true royal family. The Scouts realize that Historia is the true successor to the throne, and that both her and Eren would be where Rod Reiss is.

Rod Reiss hugs his daughter Historia

Elsewhere, Kenny finds and kills Dimo Reeves for his defection to the Scouts, while his son, Flegel, silently witnesses the act from around a corner. Before leaving, he states that Levi would show up even if they did nothing, as he knows Levi's personality, having raised him himself.

In a windowed room at an unknown location, Rod Reiss reunites with his daughter, Historia. He gives Historia a hug and apologizes to her, while a bound and gagged Eren watches from the side.

Currently Publicly Available Information


Anti-Personnel omni-directional mobility gear

This device was developed not to exterminate Titans but to directly counter ODM gear for use in fighting other humans. With speed exceeding human perception and allowing one to attack from blind spots, the device exhibits tremendous dominance in cities and forests.

Characters in order of appearance