The episode starts with Zatch combating Pamoon's strongest spell. Zatch and Kiyo put all their power into a Bao Zakeruga to combat the spell but Pamoon makes it stronger and breaks it. Zatch then takes on the spell full force with his body and manages to stop it. Pamoon is surprised that Zatch can stop his strongest spell with just his body. Zatch breaks the spell and that convinces Pamoon that Zatch is strong enough to defeat Zofis.
Pamoon then tells Zatch he will assist him in the battle to defeat Zofis. Pamoon takes Zatch to the upper part of the castle in an attempt to get to the Moon Stone to heal Zatch. Zofis suddenly arrives and, without warning, burns Pamoon's book. Zofis claims he will burm Zatch's book right where they are and Kiyo wants to fight back but can't. Zofis summons more of the millennium mamodo and Zatch tries to fight them with no avail. Zatch is almost dealt the final blow when Sherry and Brago arrive to block the attack.