Thanks to Seiichiro Sano, Ueki defeats Taira. As Sano leaves, he talks about the Talent of Blank… Afterwards, Ueki and his school's running team practice with another school's running team. However, Ueki is soon lured into a trap by Adachi, who can turn cotton into stakes.

Mori is determined to learn more about this tournament so when the opportunity arrives to gain such information from Mr. K, she leaps at the chance. During their talks they are interrupted by another gifted. Unlike Ueki’s previous opponents, though, this one is different. Li Ho prefers to use his own body to fight rather than his given ability. When Li Ho starts smashing Ueki’s trees with his bare hands, not even the sarcastic talent can help our hero. So what can he do when Li Ho unleashes his most powerful attack: The Count of Monte Cristo?

With another win and another zai under his belt, Ueki is able to relax for a little bit. When traveling by train one day, he meets Junichi Baba a.k.a. B.J., a hip-hop enthusiast who takes an immediate liking to Ueki. So why does he also say his name is Robert Haydn when he discovers that Ueki is also a gifted? Fortunately, B.J.'s ability to turn coins into wind is not enough to stop Ueki. The two part on friendly terms, but when the real Robert Haydn shows up, what will happen to Ueki’s new friend?

Ueki talks with Pekol who wishes to be strong just like Ueki. Inspired by Ueki's defeat of Gitar, he decides to quit working with Gurano. When he confronts his teammate about this, though, Pekol is verbally deflated and submits to Gurano's whims. With the ability to turn models into the real thing, Gurano summons a giant robot to combat Ueki. With no robot of his own, Ueki must rely on his own abilities. With a bit of ingenuity, Ueki knocks down the first robot, but Gurano summons another more powerful machine. How can Ueki keep fighting someone who can create an endless supply of powerful opponents?

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?

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…

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…

The fourth round begins and Anon explains the rules. They are quite simple: be the first to make it to Anon and defeat him to win. If they can't, Anon will destroy everyone. While Anon hides in his floating battlefield, everyone attempts to meet up with him, including Ueki and Ai, but they are stopped by Hellion Margarette. Margarette threatens Ueki then goes after Ai. However, due to Ueki's determination to stop Anon, Margarette reveals his true form, and the secret of The Protectors: they are sacred beasts in human form. Meanwhile, Li Ho is the first to meet up with Anon, and they fight. Li Ho stands up pretty well against Anon, managing to block most incoming attacks and show an impressive display of power as usual. However, he is no match for Anon, and is defeated after a long battle. Just as he faints, Rinko and Sano show up ready to fight. But they aren't alone. Ban Dicoot and Diegostar show up to help.

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".