The episode starts with Zakuro sat in a church talking to god, Ryou discovers a trace of Mew Aqua near a dockyard. The Mews start a dicussion on how the enemies have feelings. He sends the Mews to find the Mew Aqua. Instead of searching all together the Mews split up in search of it, Ichigo reveals that the Mew Aqua only shows when strong feelings are shown. As all of the Mews split up, Zakuro just stands and watches at the dockyard, as she remembers the past and looks at a letter that had been sent from her mother, asking her how she was doing in Japan with her career. As Zakuro's emotions start to show, she gains a responce to the Mew Aqua, before it quickly disappears again. When all of the Mews meet each other again, the aliens strike, and talk to Zakuro, before the others had arrived. The aliens start to attack the other mews, however Zakuro refuses to transforms and just watches. Minto keeps shouting to Zakuro "Onee-sama transform" however Zakuro doesn't answer. Later after the aliens dissapear as the Mew Aqua signal vanishes. Minto begins to question Zakuro why she did not transform. Near the end of the episode, Ichigo is listening outside of ther door to the end of Zakuro and Ryou's conversation. Zakuro leaves, telling Ichigo to "watch Minto". The episode ends, with Zakuro leaving.