Kosuke Ueki has been given the power to change trash into trees for the battle to decide who would be the next King of the Celesial World. But if Ueki were to attack non-power users with his trees, then he will be punished by losing one of his talents. If all of Ueki's talents are gone, he will vanish.

Marilyn continues her assault on Ueki, leaving him no chance for defense. No matter what Ueki tries in terms of strategy, Marilyn's ability to turn one second into ten seconds is too much of an advantage. But Ueki has been watching her and notices that she, too, has her weaknesses. Noticing her reliance on practiced fighting patterns, Ueki comes up with a plan to counter her moves. When he has his chance to counter, he stops, noticing tears coming from Marilyn's eyes. Ueki realizes that she truly doesn't want to fight and refuses to go on with this battle. This infuriates Marilyn, forcing her to make use of her level 2: the ability to double her attack power. Still, Ueki refuses to fight, prompting childhood memories in Marilyn, memories she would rather forget. Will Marilyn's past reveal a truth about herself she wasn't able to face? Or will she force herself to fight once again and continue her attack on Ueki?