The episode starts out with a mamodo named Bari. Bari is a very strong mamodo who is looking for a challenge. His partner, Gustav, tells him about a mamodo in Japan who has been undefeated so far. So they fly to Japan and search for a mamodo named "Zatch". Finally, when they find Zatch (with Bari scaring away Naomi), Bari tells him that if Zatch doesn't fight Bari, then Bari will destroy every human that is dear to him. Zatch runs to the school to get Kiyo. So Bari and Zatch meet in a warehouse and begin battling. Zatch and Kiyo are losing, can they beat these strong opponents?