Uncle RAT always suffer from amnesia. He makes SZE mad.SZE discovers that SHEUNG and CHU are the `BLACK ROSES`. SZE knows that FONG suspected his relation with CHU. When SZE is explaining the case to FONG, KI hears their conversation.

KI is in a dilemma when he found out that CHU is `BLACKROSE`. Ultimately, he lets CHU go. CHU feels grateful to him. TANG HONG WING uses the nickname `The Flying Spider` to tempt BLACK ROSE appear. WING`s foster father, TANG KIN, tells WING his hatred towards BLACK ROSE for twenty years. He wants WING to revenge for him. WING promises stupidly.

KUNG hurries to the Art Garden soon after he knew that who is BLACK ROSE. However, nobody is there when KUNG arrived. SHEUNG is KUNG`s old lover. CHU wants to see KI for the last time before she left. She sees KI and PEGGY whoare hugging intimately with each other. CHU leaves sadly.