This episode opens up the same as the previous one, with the aliens fighting against the UN forces and then the aliens winning (this opens up pretty much every episode ^^;). After the opening sequence we cut to Sae talking to Jeff-kun. There's a sequence where ChibiSae ran away from home because she wrecked her sister's birthday cake. She meets up then sees a ziard who turns the dark forest white with his magic. Then he vanishes and leaves her with a teddybear (Jeff-kun).

Sae wakes up and finds she fell alseep on her diary. She talks to Jeff-kun about how she suddenly can't use magic and she feels like a burden. She thinks of quitting the magic club. At school the next day, Nanaka supports her decision fully and suggests they join the tennis club instead (because Aburatsubo's a member). Sae tells Nanaka to deafeat the aliens for her and they get in an arguement (because nanaka wants to quit too).

In the club room, Takeo is under a table with Aburatsubo looking at marks on the floor. The manga club nextdoor is inch by inch taknig away their space. He goes to protest but a teacher brushes him off and hands him a business card. Sae and Nanaka walk by to deliver their stuff and run into Takeo as he's leaving. He gives a brave speech but before Sae gets sucked into it, Nanaka rudely announces they quit. A orange-haired girl with huge breasts (the president of the manga club) walks up and Takeo tries to stand up to her. He fails miserabley and ends up staring at her chest ^^; Suddenly Mizuha starts spinning and growing flowers from her head. Akane arrives and it's revealed she cast the spell.

Mizuha tries to pluck the flowers out but they keep growing. Her loycal fanclub of worshippers rush her off the to infarmy. Meanwhile, Akane is talking to Sae and Nanaka. Beforethey can chew her out about using magic for a bad purpose, she excuses herself to go off on a date.

The aliens have noticed Mizuha's condition and send out a big robot to investigate. Back in the clubroom, the girls formally quit. Takeo gives a "heroic speech" and has a fantasy about them running back. Aburatsubo brings him back to reality and points out they've left. Outside, Sae and Nanaka are talking when they notice the alien's presence.

In the infirmary, the aliens blast a hole out of the wall and investigate Mizuha with the "tentacles". She panics and her fanclub deserts her asking for help. Helicopters and the works are sent out to investigate and control the threat. The reporter and photographer head out in a rental zeplen to investigate out as well.

At the school, everyone's standing outside listening to Mizuha's screams. Takeo and Aburatsubo head off to dissappear, but they run into Sae, who thinks they're going to attack it. Takeo goes off to try to impress her while Sae returns to the club room to get her wand to go help them. Nanaka comes with her reluctantly.

The club gathers ontop of a nearbye roof facing thebell. They mark a magic circle on the floor and surround it. They try to transform the alien into water, but their magic isn't strong enough (because Sae's magic still isn't working). Takeo looks to her and tell her to believe in herself. She remembers Jeff-kun from her dream sequence telling to her to believe in herself too. Suddenly she releases a huge amount of magic and the spell works. But instead of water, the alien is changed into a giant version of Jeff-kun.

Sae's happy to have her magic back, while Nanaka and Aburatsubo complain about her being a burden (because they were supposed to transform it into rain, not a bear). They decide to try again.Up in the zeplan, the photographer is freaking out and taking pictures. Down below, as reporters question Mizuha, the bear turns into rain.