Uzuki and Rin come to 346 Production for the first time. They meet the final member who won the idol version of a “second chance sweepstakes,” Mio Honda, as well as the 12 other eccentric members, and thus the project can finally start. The first job for the three newcomers is to do a publicity shoot, but their nervousness threatens to derail the whole thing. Somehow, they get through it, and well enough to impress superidol Mika Jougasaki, who suddenly hires the trio to be her backup dancers for an upcoming concert!

Utsuki, Rin and Mio start taking lessons to train to be Mika’s back dancers. It’s a long, hard struggle, but thanks to the encouragement of the other project members, they somehow make it. But the pressure of being on stage for the first time has stressed the trio out so much that even the final rehearsal doesn’t go well. Will they be able to get it together for the actual concert?

Uzuki, Rin and Mio are the members of New Generations, while Minami and Anastasia make up Love Laika. A mini-concert to promote their respective debut CDs is planned, and the members of both units are preparing with interviews, fitting sessions and the like. Minami and Anastasia are extremely nervous since it’ll be their first time performing on stage, but they do their best to prepare by working together and training a lot.

Meanwhile, the members of New Generations can’t wait to have another onstage experience like they did with Mika. The day of their first concert finally comes, but what do the members see when they look out over the stage?

Producer fails to chase after Mio when she runs out of the office. This makes Rin and the other project members distrust Producer's attitude and what he means to do on his own. Then Rin leaves the project too, and it looks like the whole thing may fall apart. Producer pays a visit to Uzuki, who had the misfortune of catching a cold at this critical time, but her smile and unflagging dream of becoming an idol strengthens Producer's resolve to bring Mio and Rin back into the fold.

Meanwhile, the other members hear about how Producer became cowardly in the way he interacts with the idols after a past incident...

The trio of Rika, Miria, and Kirari make their debut as Dekorationt and even do a tie-in with the fashion brand Pika Pika Pop. The unit does fine with a PR event, but Producer feels they can involve the audience more. While thinking of ways to do just that, the trio takes a breather in Harajuku, but when Producer gets separated from them, both sides look in all the wrong places for each other. The clock is ticking too, since the next event starts soon, so never mind engaging the audience, Dekoration may miss the whole thing!

The summer fest is here at last. All of the project members are nervous about performing on the grand stage, but their rehearsals go smoothly thanks to Minami's leadership. But then Minami collapses from accumulated stress. Ranko does an emergency fill in for Minami with Love Laika and somehow, the rest of the Cinderella Project's performances go off without a hitch... until a sudden downpour causes the rest of the concert to be canceled!

In order to keep the Cinderella Project going and the "Cinderella's Ball" project a success, Producer and the idols feel they have to both up their game and increase their name recognition. With the cooperation of other departments, they start a new TV variety show called "Totokira Academy," and Dekoration become regulars on the program.

Meanwhile, Executive Director Mishiro is after Mika to change her image. Though Mika doesn't like it, she thinks of her department and younger colleagues and does her best. But on the set of Totokira Academy, Rika doesn't like how Mika is being asked to change her image, and the two sisters get into a fight. When Miria is depressed too, Kirari and the other idols worry about both of their own. At this rate, can the TV show be a success!?

Miku and Riina are concerned with improving as a unit to get ready for “Cinderella’s Ball,” despite their usual clashes over the direction of the unit. Meanwhile, Riina becomes friends with a rock idol she admires, Natsuki Kimura, whom Executive Director Mishiro has invited to join a new rock-idol unit.

Connecting with Natsuki, who is devoted to rock, makes Riina remember how much she loves it too. Riina is torn over what she wants to do. Miku picks up on the fact that Riina isn’t her usual self and worries about her partner, but decides to wait until she is ready to talk...

Anastasia is positive and determined about participating in Project Krone. But then Mio suddenly announces she's going solo. Meanwhile Rin still can't decide whether to take part in Triad Primus. Amidst all these changes, they strive to find their own paths.

Under the circumstances, it seems like all the previous units and projects will be disbanded, which causes the Cinderella Project members no end of anxiety and upset. The idols decide to band together to make the fall fest a success, but can they?

The fall fest held by 346 Production has begun at last. The Cinderella Project idols are each determined in their own way and fired up as they face the concert. Per Producer's decision, New Generations is sitting the concert out, but Mio and Uzuki are on hand as staff to support the others, while Rin performs with Karen and Nao to make their concert debut as Triad Primus.

Meanwhile, Anastasia performs solo for the first time on stage and all the other Cinderella Project idols shine more than ever. On the other hand, it's the first time for the Project Krone idols to be on stage. Their nervousness reaches its peak right as they're about to go on...

Uzuki has lost sight of herself and lost her smile, but Mio and Rin still believe in her, so they wait for Uzuki to come around. In response to her friends' faith, Uzuki visits 346 Pro, but she still has no good answer to the indecision that's inside her. Mio and Rin decide to watch over Uzuki, who remains in doubt even as she takes a lesson at the office. Afterwards, the other members on the scene share their various feelings as colleagues, friends, and idols.

The encounter makes Uzuki think about what she's currently missing. And then it's Christmas Eve. Producer picks Uzuki up and they head over to the concert venue, but stop off at a certain place along the way...

The Cinderella's Ball finally begins, with the Cinderella Project girls encouraged by Producer to smile as they do each of their routines.