As the group work to finish their summer homework, Hime finds it hard to be around Seiji, eventually confiding in Yuko and Iona. After an awkward lunch together, Yuko mentions to Hime that Megumi appears to have a crush on Blue, also mentioning she one had a failed love herself. Meanwhile, Seiji calls Blue out to ask him what he thinks about Megumi, not feeling satisfied by his answer. Just as Hime catches up to Seiji, Namakeruda targets him and creates a Chef Saiark. Despite their worries, both Megumi and Hime realise that, regardless of feelings, Seiji is still precious to them and unite their powers to defeat the Saiark. Afterwards, Hime comes to realise her feelings for Seiji weren't actually love, deciding to support Megumi and Seiji instead.

Mirage reveals that she had made Maria into her servant who has been completely brainwashed and only listens to her orders, commanding her to attack the Cures. Blue steps in to protect the Cures and try to reason with Mirage, but even he is overpowered by Maria's attack. Believing they can still reach Maria's heart, the Cures transform into their Innocent Forms, in order to try to get Maria to regain her memories. When Maria launches a powerful attack at Iona, Megumi steps in to take the hit, reminding Maria of when she protected Iona from Phantom, with Iona's feelings eventually manage to reach Maria.

Seiji, controlled by Red's crystal, attacks the Cures, who attempt to break the crystal only to find themselves pushed back and overwhelmed by his power. After explaining that his crystal only allowed Seiji to embrace the hatred he now bares towards Megumi for her failure to realize his feelings for her, Red uses his power to send a large red planet crashing towards Earth while legions of Red Saiarks spread across the world before he and Seiji take their leave. Just as Megumi feels helpless, blaming herself for not understanding Seiji's feelings, Maria arrives just in time to protect her from a Saiark, reminding the Cures not to give up so easily and instead use their desire to save those they care about to gain new strength. With the other Cures from around the world giving them encouragement, the HappinessCharge Cures stand up once more to beat the Saiark before setting off to the red planet to confront Red and rescue Seiji.