In a deserted area, a large structure rises from the ground. Elsewhere, a Mamodo named Ted and his partner Jido arrive in town, Ted searching for a job to pay for lodging.
In the meantime, Zeno is at the location of the mysterious structure. Ted continues battling Arth gaining the advantage. Kiyo realizes that Arth's sword absorbs energy which explains Zatch's exhaustion from the battle.
As Ted and Jido prepare to leave, Jido's motorcycle breaks down and he orders Ted to go buy a new spark plug. While searching for the bike store with Zatch, Ted smells Cherish's fragrance and spots a girl with long brown hair wearing a hat.
Kiyo receives a letter from Kafk Sunbeam who tells him that he has bought and moved into a home near Kiyo's house. Kiyo decides to go buy Sunbeam a house-warming gift at the department store and Zatch decides to invite some friends to the department store also.
Elsewhere, a young man named Gurab asks his professor for a break so he can go to Japan. Kiyo continues his research on the strange structure but to no avail.
Koral-Q reveals that he knew about the Zofis and the thousand year Mamodos and calls Kiyo and Zatch fools for attempting to fight Zofis. Zatch manages to dodge Koral-Q's attacks due to his experience in battles and counters with "Zagurzem".
After have fun around town, Zatch finds a manga titled "Ka-chan Tazunete Sanzenri", a parody of 3000 Leagues in Search of Mother. Zatch inspired by the story, decides to go to town and search for motherly people to see if he can regain his memory of his mother.
Sunbeam is told that he must go to Hokkaid for a week of training. He leaves his Mamodo Ponygon with Kiyo and Zatch. Zatch seeing how badly Ponygon wanted to go with Sunbeam helps Ponygon sneak aboard a plane.
Ponygon's is overwhelmed by Kardio's attacks. Kardio then freezes Sunbeams legs to prevent him from moving. As they attempt to reach Sunbeam for the book, Ponygon grabs onto Karudio.
After Big Boing shows Kiyo a dance, they head to the airport to pick up; Megumi and Tia, Folgore and Kanchome, Li-en and Wonrei. While there, Kiyo, Megumi, Tia and Dr. Riddles run away from paparazzis who are after Megumi.
Kiyo and Zatch see their friends off at the airport. Suzy after seeing a couple ice-skate on television asks Kiyo if he would like to go ice skating. Kiyo's classmate overhears this and decide to come also in order to defeat Kiyo in ice skating.
Before deciding to burn Rein's book or not, they decide to train Kyle to be more courageous so he may oppress Jill, the woman who took over his home and inheritance.
Zatch and Kiyo are overwhelmed by Rodeux, his partner Chita, Purio and Lupa. Rein seeing Zatch courageously battle reminds him of the first time he met Zatch. In the past, Rein falls down a cliff and is badly injured.
Kyle casts a spell which creates giant claws that pushes Rodeux back. Rodeux attempts to attack Kyle but is intercepted by Zatch's "Zakeruga". Kyle then casts Reins strongest spell and defeats Rodeux.
Wonrei acts strangely one day so Li-en follows him. She follows him to a store with a tv and presumes he wants to buy a television. She continues to follow him and sees him with a woman and assumes he is cheating on her.
A professor named Dartangan visits Kiyo and tells him he has taken Kiyo's research experiment before jumping out the window. Megumi and Sunbeam arrive and ask Kiyo if he has seen Tia or Ponygon.
Megumi leaves Tia in the care of Kiyo while she travels around the world for her concert. After playing with Zatch and Ponygon, they head to sleep. While sleeping, Zatch asks Tia why is she so spirited.
Zatch, Ponygon, and Tia are living in harmony. While playing at the park, they are approached by a woman named Elle Chivas searching for a child that looks like a rabbit and monkey.
Tia tries to hit Momon with "Saisu" but he dodges it. Elle reads Momon's spells, with no knowledge of its effects, to which Momon uses to flip Tia's skirt and stare at her panties.
Zatch and Ponygon are taken to a festival by Kiyo's mother. Once there, Zatch separates from them and meets up with a rich girl named Natsuko. Natsuko snuck away from her bodyguards in order to enjoy the festival.
Kiyo invites Megumi and Tia to talk about the mysterious structure and a group that is recruiting Mamodos for unknown reasons. Elsewhere, Jido tells Ted to clean himself up while he gets them lodging.
Kiyo's classmate invite him to go on a hiking trip to which he obliges. The next day, Zatch and Ponygon follow Kiyo on the hiking trip. Suzy reveals she stayed up late making a present and Suzy's friend, Mariko, grabs it presuming it is her birthday present.
Momon refuses to show the team where Faudo is located. The plane Folgore and Kanchome are on starts to experience technical difficulty and is unable to release its front wheels to land.
The team is discouraged after realizing Faudo is a giant Mamodo. Elsewhere, Dufort and Zeno while on their way to Faudo, reveal that Faudo can be controlled and that is why people are after its power.
They battle and Zatch is overpowered by Keith and Buzarai. Zatch manages to land a "Zagurzem" on Keith but Folgore is injured in the process. Kanchome takes Folgore and flees while Kiyo and Zatch continue the battle.
The Kanchome that disappeared was revealed to be Kanchome's clone created by the spell "Dima Buruk". Kanchome orders his clones to fight the enemy but instead they run away and hide.
With both sides running out of energy to cast spells, they realize the victor will be the one who uses their final spells effectively. Buzarai uses his strongest spell and Kiyo realizes "Bao Zakeruga" can not defeat it unless powered by at least one "Zagurzem".
The team regroups and have their wounds healed by Tia. Megumi and Tia tells Kiyo they saw Wonrei and Kiyo realizes Wonrei has failed in finding a way to lift Li-en's curse and resorted to obeying Riou.
The team runs away from the drill while dodging tentacles that melt anything it touches. Kiyo realizes there are holes on the walls of the small intestine that will lead them to the liver but only open when near the drill.
They continue through the blood vessel maze and end up in a room where many different paths present themselves. Momon refuses to show them the correct passage until Elle slaps him and tells him he must be brave.
The Mamodos in the room are revealed to be Kardio, his partner Sauza, and Arth. Kardio aims an ice wave at the sleeping book keepers but is intercepted by Momon and Elle.
Kiyo masters the demonic language in under an hour and searches for the hidden functions in the device. Sunbeam asks why Sauza is working with Ellie and Arth. He reveals that seeing Ellie reminded him of his sister.
The team enter Faudo through his mouth with the help of Ponygon and Karudio. They follow a blood vessel to the spinal cord where they take an elevator and arrive in a room where multiple paths present themselves.
Ponygon and Kardio begin their battle against Jedon and Fango. Ponygon's and Kardio's attacks of fire and ice cancel each other out and they are quickly overwhelmed.
Kiyo's group continue on and run into Faudo's minions, the Mamodo Gyaron and his book owner Harry. Aleshie and Riya volunteer to battle them while allowing the rest to rest and recover their energy.
Aleshie and Riya battle against Zarchim. Zarchim reminisces about the time he recruited Aleshie. During that time, Aleshie refuses to help Faudo and manages to grab onto Zarchim's neck and choke him.
Kiyo's team runs into Cherish and her partner Nicole. Ted tells the group to let him handle Cherish. Cherish reveals that Ted betrayed the kindness that her family gave to him.
Arth and Ellie reach the room before the control room where they are confronted by Riou. Riou uses a nearby control panel and seals the entrance to the room off so the rest of the team are not able to assist him.
The team is able to overpower Riou. Riou tells his book owner Bankis to come out and fight. Bankis is revealed to have been hiding inside Riou and once out, tells them that the timing to cast spells will be easier now.
As the team thinks of a way to break through the door to the control room, Kiyo and Zatch are teleported inside. Zeno reveals he is Zatch's twin brother. Kiyo asks Dufort to stop Faudo or the world will be destroyed.
Chajir Seshirdon blocks Zeno's attack but Megumi and Tia lose consciousness shortly after. Dufort asks Kiyo why he wants to protect a world which had shunned him for his ability.
Bao Zakeruga defeats Zeno and causes his book to burn. Before he disappears, Zeno destroys the gem which controls Faudo and tells Zatch if he deserves Bao, he should be able to stop Faudo.
