Kane, Yamanaka and Iwashima challenge Kiyo to a series of physical contest, wagering sumptuous side dishes from the school lunch on each event. Meanwhile, Penny, a cute girl mamodo, and Uri, her Book's owner, arrive, looking for Zatch. Penny had fallen in love with Zatch at first sight, but now the two of them find themselves opponents in the battle for mamodo king. Unfortunately, Zatch does not remember her at all, angering Penny, who launches a wild attack on Zatch! Zatch flees into Kiyo's school. When Penny chases after him, Kiyo realizes that she is a mamodo. Penny and Uri corner Zatch and Kiyo in an empty pool. Using a water spell, she sends Kiyo and Zatch flying. Kiyo counterattacks, but Penny's water shield absorbs Zatch's electric shock. Moreover, she uses another spell to boomerang the electricity charged water back to Kiyo and Zatch! Penny launches yet another attack on them. Countless columns of water press towards Kiyo and Zatch! Kiyo has to think fast to counter the attack or this could be the end of Zatch Bell.
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