The Ueki team's next opponent is the Marilyn Carrey team, who defeated Caption's team in less than five minutes! What's more is that Li Ho has challenged Ueki to a fight, and Rihou has significantly grown stronger since their last encounter.

The battle between the Ueki team and Marilyn team begins. Marilyn is so confident that her team will win that she vows to defeat Ueki's team in four minutes!

Ueki's strategy of stalling for time has been found out and it greatly amuses Team Marilyn that Ueki would think of such a thing. Revealing their history of growing up on the battlefield, Ueki finally understands just how combat ready these opponents are. Leaving Baron to deal with Ueki, the other Team Marilyn members give chase to the remaining members of Team Ueki…

While Ueki is busy trying to get back to his teammates, Sano, Mori and Hideyoshi face the remaining members of Marilyn Team. Being the only fighter with offensive capabilities, Sano decides it is up to him to protect the others. He seems to be doing fine, but it is a last second rescue by Mori that shows him he can depend on his friends for support. Using their own strategies, they are able to counter Marilyn Teams many traps and even set a few of their own. This ends with Marilyn Team losing Pudding. Faced with dwindling numbers, they choose this moment to reveal Matthew's hidden power: the ability to grow two extra sets of arms, all of which fire rapid fire guns! Sano manages to protect his teammates from the brunt of his attacks, but Marilyn is back and looking to put an end to their resistance. Will Ueki make it in time to help his friends or will they all end up in the care of gentle ghosts like Rinko did?

Sano, Mori and Soya are facing the remaining members of Team Marilyn. Sano is doing his best to protect his friends, leaving Soya with a chance to escape. Soya jumps at the chance, but a moment from the past reminds him that even he can overcome his own cowardice. Distracting Team Marilyn, the three of them escape only to be ensnared once again. Mayilyn tells them how hopeless their situation is, explaining how Ueki won't even be able to save them. However, Ueki lives to do the impossible and manages to come just in time to save Sano from a lethal blow. Proving that his sacred treasures aren't as weak as others think they are, Team Ueki is ready to fight on, but who should interrupt but the Kami-sama himself! He reveals the bearer of the ten point necklaces: Marilyn for Team Marilyn and Mori for Team Ueki. Everyone splits up, but how will Team Ueki fare against the well trained Team Marilyn without the benefit of teamwork?

Ueki is left to face Marilyn who has a strange ability to dodge every single attack Ueki throws at her. After some careful testing, Ueki discovers she can stretch 1 second into 10 seconds, thus being able to attack and move at seemingly rapid speeds. Marilyn is quick to display how advantageous this power truly is on an unfortunate Ueki. Meanwhile, Sano is left to face he-of-the-six-arms, Matthew. No matter what Sano throws at Matthew, it is all shot down…

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?

Mori faces Memory all by herself. Still unsure of her power, she tries to bluff for time while waiting for her teammates. Unfortunately, Sano can't hear her cries for help and Ueki just passed out! Left on her own, Mori can only run away from the battle experienced Memory. Mori tries desperately to solve the mystery of her power, trying out every idea that pops in her head…

Ueki and his team are sore about Anon ambushing them before their fight with Team Caption, and they aren't the only ones, but they choose not to dwell on the situation. Instead, they get some time to relax at home on Earth. Ueki heads back to his home and finally reveals everything that is going on about him being from heaven and his current fight for the God candicacy…

Angered by Ballow's attack on Sano, Ueki is ready for this fight. Problem is that he had all of his sacred treasures removed! It seems that Ueki's heavenly father gave him some advice on reaching level 2. Ueki's problem is that he didn't fully master his gifted power before obtaining his sacred treasures. With the two conflicting powers, Ueki isn't able to master his original power well enough to reach level 2. To do that, he has to get rid of his heavenly powers and work from there…

Ueki has finally reached his level 2 power! He can now revert the powers of others back to their original state. If Ballow attacks with multiple visions made reality, Ueki can return them to simple past visions. Ballow's advantage is severely limited with this turn of events. Ballow realizes this and presses on, hoping to overwhelm Ueki before he can fully master this power, but as he does so, the past that wounds him so comes back to him. A long time ago, he lived peacefully with his mother, but due to an accident, he used his sacred treasure on his mother…

Ueki was able to beat Anon using Maoh. They went back to school and Sano studied geography to make and Rinko dumped Robert. Kobasen became Ueki's new homeroom teacher and the talent he wrote on the blank zai was "reunion".