- Episode Title: Transpose
- Episode Number: 03
- Series: Last Exile
- Original Air Date: 4/21/2003
- English Air Date: 3/9/2004
The episode opens with a vanship driven by Ralf Wednesday being pursued by a Guild Starfish. Ralf is hit by a bullet shot from the Starfish, but continues flying and manages to make his pursuer crash.
Claus and Lavie enter the Norkia Cup race. They begin in last place, but steadily move up until they are neck-and-neck with the leader, Hurricane Hawk. Just when it seems they're about to win the race, however, they and Hurricane Hawk nearly collide with Ralf Wednesday. Ralf crashes, and Claus and Lavie drop out of the race to check on him.
Ralf's navi Gita is dead, but his cargo, Alvis Hamilton, is still alive. Knowing he is mortally wounded, Ralf asks Claus and Lavie to complete his mission. They are located by the Starfish, which has recovered from its earlier crash. Ralf runs his engine to draw the Starfish's attention away from Claus and Lavie, then self-destructs his vanship. Claus and Lavie escape via a canal, and discover that Ralf's mission was to take Al to Alex Row, captain of the Silvana.
- The title "Transpose" refers to a chess term for shifting the game onto a different opening track from that on which it started. In Transpose, Al shifts from Ralf Wednesday's custody to Claus and Lavie's.