Kiyo's school is getting a usual physical checkup, and Kiyo finds out that he is doing much better than last checkup. His friends decide to place a bet, so whoever wins in the course of the physical checkup, gets the loser's portion of lunch. Elsewhere, a Mamdo named "Penny" is telling her partner Uri about her love, Zatch. At that moment, she finds Zatch who reveals he does not know who she is. Penny angered by Zatch forgetting about their "love" chases him down. Zatch still chased by a rampaging Penny, finds Kiyo. Kiyo realizing she is a Mamodo leads her to an empty area at the school to battle. Kiyo tries to tell Penny that Zatch lost his memories but fails to do so. Penny and Uri begin their battle with Zatch and Kiyo.