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?