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E-34 is an Elise-type Beast Queen descending from the genes of Queen E-33 but in human form. She is currently regarded as the "worst threat" to humanity, a title that was once also held by E-33.

E-34 is the real identity of disgraced Top Sword Pray Mayer. Her appearance was an evolutionary leap for Beasts as she absorbed and integrated human knowledge and intellect into her own colony. E-34's brood was shown capable of communication, independent problem solving, and advanced logical reasoning. It also infused a level of sentience that is almost human-like, further accelerating Beast evolution.

E-34 initiated the War of Prayer which lasted for two years and proved heavily catastrophic to humanity as it overturned recent human progress in the Human-Beast conflict. At the onset of the war, humanity already achieved the Age of Humans, signifying the substantial recovery of their eminent strength before the Beasts arrived. Despite this however, E-34 was still able to overpower them and invade humanity's de facto capital, Arin. The intensity and overall consequences of the War of Prayer is at par with that of the Great War.

E-34 appears as the main antagonist in Main Episode-0 Pray, thereafter she is only mentioned or appears in flashbacks in succeeding episodes. However, her War of Prayer had serious repercussions and effects which serve as the background setting for the entire series. Despite presumptions that she was already slain by Anne during their epic fight in the Third Battle of Arin, E-34's ultimate status is still left uncertain. Her brood continue harassing humanity in keeping with E-34's goal to exterminate all humans.


Main article: Pray Mayer

Pray justifying her plan to end humanity

Pray reverting to her Beast Queen nature

E-34 was born from the plant of E-33's Blue Flower. She was rescued and then brought into human civilization by AE soldiers during a clearing operation of E-33's presence. E-34, due to her human force, was processed as an orphan and was sent to an unnamed planet where refugees were held. With no knowledge of human ways, E-34 lived like a wild animal that was acting on instinct alone. This continued until a chance encounter with Fiona made her realize emotions and companionship. Fiona, with the help of Milo, began teaching E-34 basic human knowledge, such as speech, and eventually humanized her. Consequently, E-34 was made aware of the lonely void inside her when she was introduced to the thought that every life is a blessing and no one was born to be alone or without purpose. E-34 navigated herself blindly through these newfound philosophical concepts on the value of life which made her yearn to find a meaning behind hers.

E-34 first felt "loss" when Fiona, her first true friend, was killed in a random beast attack. Milo then advised her to make an earnest prayer as a coping measure. E-34's "prayer" was a wish to have another friend - one who would always be with her. This inadvertedly activated E-34's Beast Queen abilities and she gave a virgin birth to a "miracle child" that bears a strong resemblance to Fiona but with green eyes (Fiona had previously disclosed to E-34 that she wishes to have green eyes). E-34 then named her daughter "Anne", after Fiona's idol, while naming herself "Pray", in commemoration of this miraculous, wish-granting prayer. In truth, Anne was a human clone of Fiona whose DNA materials were passively gathered by E-34/Pray through her Beast Queen abilities. Anne therefore also possesses recessive Beast traits by virtue of her birth origins. Nevertheless, E-34/Pray now found the meaning and value of her existence. She gladly proclaimed that she was born for Anne and that Anne was born for her (paralleling Fiona who declared her life's meaning in being E-34's friend).

Know known as Pray Mayer, E-34 was raised as the adoptive daughter of Karen Mayer from whom she learned combative and survival skills. She accumulated vast experience regarding humanity and, in the process of doing so, honed her beast abilities. Ironically, E-34, who would be the most powerful Beast Queen ever, managed to enter into the Knighthood, the organization dedicated to countering and slaying Beasts, and even became the Top Sword.

E-34's warped love, over protectiveness, and general obsession for Anne can be traced to Fiona's advice for E-34 to protect and treasure her loved one to the fullest. Furthermore, E-34 does not want to experience the crippling depression and loss that she felt before. Thus when Anne was separated from her following Pray's second murder, her emotional balance was completely shattered. She then crafted and assured herself of the logic that she should just end humanity so that Anne would return to her. Despite everything that she has done, E-34 merely did it out of an innocent yet selfish wish to be with her Anne.


War of Prayer[]

Main article: War of Prayer

Initial discovery of E-34

E-34 taking over Core Temple

E-34's blockade of Arin

Picture of E-34

Proof that E-34 is Pray

Tormented by her separation from Anne, the suppressed Beastly nature within Pray awoken and took over. As E-34, she started planning a grand campaign that would wipe out humanity from the entire expanse of the universe so that Anne would return to her side.

E-34 then prepared herself for the war by secluding in her room on the pretense of some medical condition. While secluded, she hacked into Central Order, took over control of their systems, and then eroded the massive core of Avalon to turn it into a plant. She also started raising her own brood in secret. Some of her Beasts had also been mobilized to be predeployed near military bases. E-34 also hid an extensive plant facility in the Newta Desert from where she would launch Guardians to blockade Arin with.

Coinciding on the annual Talk Day, there was a news bulletin in Arin regarding possible communication disruptions due to a passing solar storm. E-34 then took advantage of the opportunity to strike. Central Order, which by then had been hacked already, scheduled an update for Arin's planetary defense system which would shut it down during the meantime.

Second Battle of Arin[]

Main article: Second Battle of Arin

Nearing the date of the invasion, E-34 was discovered by a Knight who was checking up on Pray's status. E-34 then prematurely launched Core Temple's take-over; she personally participated in purging the Knights who were trapped inside. E-34 revealed herself by proceeding to invade the whole planet. Core Temple, now under her full control, activated its self-defense systems which isolated the fortress from the outside. Meanwhile, the scattered brood army which had been previously predeployed were ordered to carry out the destruction of military bases and communications facility that can contact outside help. The Guardians blanketed the orbit of Arin with their jamming abilities which silenced Arin.

E-34 notably prioritized gaining orbital supremacy rather than surface invasion which was done to great effect. With contact from the other planets cut, Arin cannot expect to receive reinforcements. E-34 immediately established a blockade with a massive force composed nearly of 20,000 powerful Beasts. A full ground invasion then commenced only afterwards. Fortunately, a surveillance satellite was able to transmit an alert of the Beast invasion along with photos of E-34. However it took a full week for the AE and Knight Order to receive the notification by which time Arin had already been eroded.

Battle of Valtia[]

Main article: Battle of Valtia

To safeguard her brood while she consolidates her hold and erosion of Arin, E-34 planned a preemptive surprise attack on any counter-attack initiatives by humanity. She simultaneously targeted the core planets Valtia, Naricapha, Dalita, and Puyan who were designated by New Alliance as staging points for the Arin Recovery Campaign. Although she did not take on the role of field commander, E-34 oversaw the strategic planning for the Beasts. She devised the innovative maneuver of using human warp gate technology to move her raiding task force to their targets without arousing suspicion. She was also aided by critical intelligence obtained when she hacked the Central Order.

The outwitted New Alliance forces were no match to the sudden out-pour of Beasts. Although New Alliance was able to beat back and exterminate the attacking Beasts, E-34 was still able to accomplish her objectives aside from inflicting casualties. A substantial portion of humanity's effective fighting forces that were prepared to counter E-34 were wiped out. Additionally, E-34's main forces, such as Fear and Manaan carriers, were able to escape from being cornered.

Humanity had to abandon four of their core planets which was a huge setback to their ability to sustain themselves while fighting a war. This placed the Arin Recovery Campaign on indefinite hold while New Alliance scrambles for damage control. The attack also revealed that the Absolute Defense Line had been compromised from within, forcing AE to suspend warp gate travel which in turn hampered inter-galactic travel.

Third Battle of Arin[]

E-34 and Anne meeting each other

E-34 sitting regal on her throne

E-34 reveals the resonance wave to Anne by using it on her

Main article: Third Battle of Arin

During the Third Battle of Arin, E-34 focused more on preventing reinforcements from getting into Arin while at the same time ensuring that Anne would get to her alive. She issued orders for Anne not to be stopped while she was making her way to the Nest. At the same time, E-34 also gave orders to brutally slaughter everyone else. Blue Beetle disobeyed his "mother" by pursuing Anne and challenging her to a duel which he ultimately lost. E-34's participation in the battle is focused on her fight against her own daughter, Master Knight Anne Mayer.

E-34 gave Anne a warm welcome when she arrived at the throne chamber. The two were finally reunited after a long time and had a chance to talk to each other again although Anne was very glum about it. E-34 then acknowledge that the only way to make Anne stop was to thoroughly beat her up, thus the two fought. Despite her valiant efforts, Anne was decisively overpowered by E-34 who revealed that she already acquired the ability to resonate waves. The two had an argument regarding the current situation with E-34 convincing Anne to surrender already. She then offered Anne the chance to forget about everything that happened and for them to go back to how they were together back then. Anne regretfully refused as the death toll is too much to be simply forgotten about - something which Anne cannot forgive herself for since she allowed E-34 to resurface from Pray by letting go of her hand. In effect, Anne chose to continue being a martyr to save other people instead of being with Pray.

Upon hearing this, E-34's madness peaked itself and she then revealed her sadistic birthday present to Anne: an entire Flower Garden, with the eroded Avalon at the center, which has the capacity to hunt and destroy every living human world in existence without rest. E-34 then ordered her guards to seize Anne and to incapacitate her, going so far as to allow the guards to cut off Anne's arms and legs if she resists. E-34 shall have Anne stay with her forever even if it is by force. Anne then picked herself up and engaged E-34 in a rematch - this time committed to kill her own Pray for the sake of others. E-34 notably held back from excessively harming Anne which the Knight used to her advantage. In the end, Anne was able to land a heavy blow unto E-34, fatally wounding her. At her last seen moments, E-34 asked Anne if she hates her now but Anne said that she still loves Pray the most in spite of everything. Thus, E-34 was finally defeated; humanity was saved by the daughter of their own invader.

While Anne was cradling the lifeless body of E-34 and about to attempt suicide, Fear intervened and stopped Anne. She then took E-34 and retreated to the Beast Graveyard along with the majority of E-34's brood who scattered after their Queen's defeat.


Main article: War of Prayer#Aftermath

E-34's birthday gift to Anne

After the defeat of E-34, her brood regrouped themselves before scattering into several divisions. Some followed Fear into withdrawing to the Beast Graveyard while others still pursued E-34's ultimate goal of wiping out humanity. Traces of Beasts remained at Arin despite the massive retreat from the planet under E-34's EX-Type commanders as well as the intensive anti-Beast clearing operations by New Alliance. The War of Prayer would last for two more years despite the decisive human victory at the Third Battle of Arin.

As a result of the war, a total of six core planets had to be condemned and fully abandoned, alongside several planets recovering from devastation caused by E-34's roaming Blue Flowers and brood army. The casualty count for the war seemed immeasurable as whole planets had been depopulated.

Further battles[]

Main article: War of Prayer#Pursuit_of_E-34.27s_Flower_Garden

The initial steps of E-34's grand campaign to exterminate humanity necessitates crippling their ability to fight back. Therefore, E-34 created her Flower Garden such that they would warp and destroy core worlds providing support to humanity's war machine. The Flower Garden were also garrisoned by numerous high rank beasts, supplemented with their own plants, that were commanded by EX-Type Twos. The EX-Type Twos were meant to provide autonomous decision-making functions.

One of these targets was Planet Tobal which housed Ground Zeroes as well as the Knight Order's R&D facilities working on advance weaponry and technologies. A Blue Flower during the Third Battle of Arin warped to Tobal following E-34's strategy. The Blue Flower attack immediately destroyed several military bases. It then launched pods for a ground invasion to cull the population. The Beasts easily overran the planet due to its unpreparedness for such a threat but were defeated by the arrival of a Knights dispatch. The geography and ecology of Tobal was drastically changed as continents had been sunk from the attack. Blue Flower debris began raining down on the remaining surface of the planet which caused erosion. This attack was soon followed by the Third Battle of Tobal which proved equally if not more destructive than the first one.

The New Alliance succeeded in pursuing the rest of the active Flower Garden but at great cost. When all of the roaming Blue Flowers had been neutralized, it was only then that the War of Prayer was declared over.

Powers and Abilities[]

E-34 wielding V; note her black wing

E-34's plants as surrogate wombs

E-34's artificial wombs

E-34 affectionately calls her closest guard as "Cupie"

Combat skills[]

E-34 was an accomplished Knight during her time as Pray Mayer and even rose to Top Sword. As such she has extremely deadly skills being an expert at close quarters combat. E-34 has superhuman strength, agility, reflexes, and senses. To add further to these, she was able to train and improve the application of her innate superhuman traits using Mayer Style. She is also the founder and "grandmaster" of Pray Style thus making her adept in Wave Techniques. E-34's combat potential is immense given that Pray was known to be undefeatable during her Knight days. She was able to be more than a match against Chief of the Central Order Lime Zail and Anne Mayer despite being handicapped to use only 30% of her strength due to exhaustion from spawning Beasts.

When she was incarcerated for her second murder, Pray's assignment for AB Sword Number 5. V was revoked; E-34 later reclaimed V and continued wielding it after taking over Core Temple. However, she only uses V as a last resort preferring instead to use generic Knight training swords or her bare hands. Despite the many AB Swords that she amassed from fallen Knights in her campaign, E-34 merely uses the looted weapons as trophies in a gruesome collection that she openly displays in her throne chamber.

E-34 was shown able to sprout a large black wing. The wing can envelope and manipulate memories as well as synchronize individuals into a union. Unfortunately, this ability was not demonstrated as Anne rejected E-34's offer to be one. E-34 can also use the wing as a shield or as a blade. During her fight against Anne, E-34 was able to cut off Anne right forearm and block her attacks using the wing.


E-34 established her colony by eroding Core Temple along with its foundation, Avalon, and converting it into her Nest. E-34's personal womb were used to give birth to Anne Mayer. Fear, Blue Beetle, and Quatro had to be developed from artificial wombs that were still connected to E-34's womb through an umbilical cord. To compensate for E-34's lack of additional wombs that can produce high rank beasts, the Nova-class cores were seeded with plants that acted as dedicated surrogates instead. These plants churned out hundreds of powerful Beasts like mass-producing factories.

E-34 notably had several EX-Types, an unprecendented feat that had never been observed before. Among these EX-Types were two EX-Type Zeroes (Fear and Blue Beetle) and a squad of mass-produced Wizard and Chatterbox forms. She was also creating another EX-Type Zero, Quatro, before her defeat interrupted the development process. Aside from the above, her brood army is composed of several high rank beasts which had been amalgamated with human technology and familiarized with human tactics. In effect, even E-34's low rank beasts had been significantly elevated to the point that they can rival the power of other Queens' high ranks.

As a Queen, E-34 has access to her Nest Control Function abilities which manifests as a bio-technology borne hacking. In this regard, E-34's body acts as a terminal that can directly attune with technology or digital interface.



(E-34 on revealing her Flower Garden to destroy the New Alliance fleet)
E-34: "I pulled the trigger for human extinction..."
*gestures her hand into a pistol*
E-34: "BANG! The Age of over!"
(E-34 on activating the eroded Avalon)
E-34: "I will destroy this world...I don't need a planet anymore."
(Upon finishing their initial fight)
E-34: "Hmm...Well, it was a little aggressive, but...It was a joyful dance after all"
Anne: "...I'll tell you what...wear panties"
(E-34 and Anne on their reunion)
E-34: "I wish you were here because you missed me"
Anne: "I have a duty. A duty to the dead. Too many people have died"
E-34: "Why do you care about them? You're always trying to carry those burdens on your back...That hurts you"
Anne: "Because I was the one who left you alone...It's too late to apologize to people...I won't be forgiven by apologizing!"
E-34: "That...makes me feel a bit great but that only gives you agony. If that's the case...Let's become one! Fuse our bodies and minds...Forget about the others...Let's live in our own world together, indefinitely...forever. Just the two of us. Like back then...Together forever...Let's go back to the good old days...I won't let you go anymore..."
(On Anne's killing intent)
E-34: "What is this? Do you really want to kill me that badly? I just...I just want you to hold me tight...Only...Only if you stay with me...I can stop crying if you stay with me...I hate you now Anne"
(Upon E-34's defeat)
E-34: "Do you me?"
Anne: "Are you kidding?...Of course I do...More than anything else in the world...I like you, Pray"
E-34: "I'm glad to hear that"