Watch Zatch Bell!

Nicolas is upset about Majirou's book becoming burnt. When he plays his depression through his bagpipes, it causes anyone who hears it to become sad too. Folgore volunteers to bring Nicholas to Italy to rid his sadness. Once there, Folgore shows Nicholas the merry town in Italy and tells him he must remember the good times he had with Majirou. Nicholas becomes upset and plays his bagpipes, causing people around him to cry in sorrow. Next, Folgore takes Nicholas to a forest and tells him to let nature wash away his grief but also fails. Folgore then attempts to get Nicholas to play his depression into a hole and trap it in there. The depression bursts out of the hole and causes the whole country of Italy to suffer a depression. Nicholas runs away once realizing what he has done to the country. Folgore meanwhile decides that to combat Nicholas's depression, he must combat the depression in Italy. Folgore starts to dance his famous song with his cheerful spirit but is overcome by the depression. Nicholas, seeing Folgore's spirit, remembers that his goal was to spread happiness with his bagpipes and proceeds to play a happy tune. This cancels the depression he caused in Italy, and he decides to continue playing to keeping Majirou's memory alive.

Kiyo after managing to lose Zatch and Ponygon goes to school. Once there, the teacher Touyama tries to give Kiyo a failing grade by asking him what is his cat's name. Kiyo manages to figure it out, but Touyama reveals he has a secret weapon. He introduces Miss Wriggle's who shall teach the class poetry. Miss Wriggle asks the class to make a poem that expresses theirlove sickness. Suzy does a poem on Kiyo, and everyone else does a poem about their favorite hobbies. Kiyo however was unable to make a poem to express his love sickness and fails. Everyone in the class becomes devastated believing it is the apocalypse. Touyama laughs happily as Kiyo receives his first failing grade, and Kiyo swears vengeance. They head home while Zatch and Ponygon are pursued by an angry Naomi.

Sherry and Brago continue their attack on Maestro's barrier in order to test the limits of the coil. They find out "Ion Gravirei" is the limit which the coils can handle. Kiyo casts "Zagurzem" and combined with "Ion Gravirei" breaks through Maestro's barrier. At that moment, the door to the Mamodo world is completely open. He offers Zatch and Brago a chance to join him, which they refuse. Zatch uses "Bao Zakeruga" and Brago uses "Baber Gravidon" to attack Maestro. Maestro manages to hold the spells back until they combine to make a black "Bao Zakeruga" which causes his defeat. Maestro explains that he was left in the In-between World when crossing to the human world for the Mamodo battle and feeling abandoned by the Mamodo world, plans to destroy it. Brago burns Maestro's book. Using "Bao Zakeruga" and "Dioga Gravidon", they are able to return home.

Kiyo, Zatch, and Brago battle Maestro. Kiyo realizes that Maestro's power involves magnetism and that he is using the coils at the side of the battlefield to increase the powers of his spells. Kiyo attempts to destroy the magnetic coils with "Zakeruga", but he runs out of energy to cast spells. The three are overwhelmed by Maestro. Sherry arrives and reveals that Brago told her to go to her room so she could reserve her energy for the battle against Maestro. Sherry and Brago are able to push Maestro back but are unable to break his barrier spell. Kiyo proposes a temporary alliance against Maestro, but Brago is hesitant. Kiyo tells Brago that to open the door of the human portal, they would need the spells "Bao Zakeruga" and "Dioga Gravidon". They then team up to combat Maestro.

In the Human World, Dr. Riddles, Sunbeam, Folgore and Kanchome are at the structures, investigating them. In the In-between World, Kiyo, Zatch, and Ponygon arrive at the castle. They begin infiltrating the castle forcefully by attacking the guards in their way. Maestro tells Brago that to open the human portal, he must burn Zatch's book. Sherry tells Brago how she will help him fight, but he tells her to go back to her room. Kiyo, Zatch, and Ponygon meet Brago while infiltrating the castle. The three battle Brago, and Ponygon is injured in the process. Kiyo and Zatch continue their battle against Brago. When Brago is about to deliver the finishing blow, they are saved by Maestro's shield spell. Zatch uses "Bao Zakeruga" to counter Brago's "Dioga Gravidon" which causes the portal to open. Maestro appears and tells them the portal to the Mamodo world has begun to open, and he plans to take revenge on it with the prisoners of the In-between World.

Maestro tells his servant to call Brago in to talk. He tells Brago how in the In-between World, Mamodos with spell books are able to cast spells without their human partners. He then asks Brago to join him. Elsewhere Kiyo, Zatch, and Ponygon search for a way to return home, when they come upon an army. The army led by Kurogane, requests the three to surrender and be taken to Maestro. Kiyo refuses, and the three battle against the army. During the battle, Kiyo realizes the Mamodo army are unable to cast spells and that they all have iron armor. Kiyo then casts "Jikerdor" and defeats the army. Kurogane manages to resist the magnetic pull of "Jikerdor" and continues the battle. Zatch defeats Kurogane soon after. They learn that Maestro lives in the castle at the North, and they decide to head there. Brago meanwhile tests to see if spells could be cast without a human partner reading the spell. Realizing it to be true, Brago takes the book and leaves Sherry.

Sherry reveals that Nicholas and Majirou attacked first. In a flashback, Brago calls Nicholas and Majirou weak and leaves, but counters when they attempt to attack him. Zatch angered by Brago, begins their battle. Zatch is at a disadvantage against Brago. Zatch uses "Bao Zakeruga" and Brago uses "Dioga Gravidon". Elsewhere, the Mamodo who made the announcement has been absorbing energy from the battle, and once there was enough energy, he opened a portal and dragged Kiyo, Zatch, Ponygon, Sherry, and Brago into the structure. The Mamodo who made the announcement reveals his name to be Maestro and reveals to Brago they are in the In-between World, a world between the Mamodo and Human world where Mamodo criminals are placed. Kiyo, Zatch, and Ponygon elsewhere also learn where they are, from a Mamodo in a nearby village. Maestro reveals a way for Sherry and Brago to return to the Human world and asks them to follow him.

In a mysterious place, a Mamodo stands above the symbol of a book and announces a message, to the contestants of the Mamodo battle, to assemble at the light. The next day, Zatch builds a weird structure out of rocks which Kiyo recognizes to be the same as those found in Asuka. Dr. Riddles calls Kiyo and tells him to investigate a structure in Asuka that emitted light the night before. Kiyo, Zatch, and Ponygon head to Asuka and find the structure. There, they meet a Mamodo named "Majirou" and his partner Nicholas whom they befriend. That night, light emits from the ruins, and Sherry and Brago are seen nearby. Nicholas and Majirou investigate the light, but they are attacked by Sherry and Brago, who burns their book. Kiyo, Zatch, and Ponygon arrive to see Majirou off. Zatch asks why they burned Majirou's book and prepares to fight Brago.

Kiyo and Zatch have at last returned from the fierce battle in the ruins. They are spending a peaceful New Years Day together with Ponygon when Folgore and Kanchomé visit them. Kiyo shrinks back, and grudgingly invites them in. Folgore tells them of a New Year's dream about the great Victoream and his partner Mohawk Ace they met in the in the ruins!

Zofis no longer has the upperhand and attempts to distract Sherry by tossing Koko down a cliff. However, Sherry anticipates this and catches Koko in midair averting a tragedy. Zofis is now at the end of his rope, he has his spell book taken way and is forced to surrender. But Zofis is gloating because he's implemented a fail safe in Koko's mind control. If that's removed, the memory of the evil deeds she did with Zofis will remain with Koko forever!

Working together with Laila, Dr. Riddles and the rest, the combined forces of Kiyo and the others overpower Zofis with teamwork. Kiyo and Zatch mercilessly launch an attack on Zofis and Kiyo attempts to land the finishing blow. But Sherry and Brago interfere with a magic attack! Although they have the same goal of defeating Zofis, they insist on beating him themselves.

Sherry resolves once again to rescue Koko from Zofis' mind control. She crushes one of Zofis' arms with a gravity spell and sets things in motion for a counterattack! However, Zofis attacks utilizing his mobility, he brings Sherry and Brago to a standstill by destroying their footing and plans an escape taking Koko with him. But then an unexpected attack is launched!

Zatch's Seventh Spell Zagurzem appears in his spell book! Kiyo realizes it is a powerful spell that charges up electricity and attracts Zatch's successive spells to the spot initially hit. He firmly believes that Demolt can be defeated by hammering him with three Zagurzems. However, Demolt surprises everyone, becoming stronger by swallowing his partner Vile!

Zofis had attained infinite power with a mask linked to the Stone of Moonlight in Demolt's chamber. Zofis loses his impregnable shield after the Stone of Moonlight is destroyed. But even so, Zofis pulls out his trump card...Koko his partner, Sherry's former best friend and current enemy. Koko flashes a fearless smile and stands in the way!

Penny & Uri and Byonko & Alvin save Zatch and the others from a tight spot! At First they participated in the battle as Zofis' underlings, but they see the error in their ways.. They rebel against Zofis in the same way as Laila did and appear once again before Zatch and the others as reinforcements. However, while Kiyo, Zatch and the others firmly believe they will win!

Laila tries to remember the secret passage to the room with the Moonstone. After remembering Zofis' song, she remembers that the door is behind the rightmost statue. Megumi's team meanwhile end up in a room with three statue heads. The heads demand the answer to a question in order to pass. The question is, "Who is the most beautiful?" The four of them want to say themselves but are unable to. Li-en ends up using a spell and destroying the statues. Megumi's team arrives to the moonstone room and are attacked by the Mamodo there. Megumi runs out of energy and loses consciousness during the battle. Wonrei attempts to protect her and is stabbed through the stomach by the Mamodo. Kiyo's team arrives and sees the giant Mamodo.

The reunited team agree to leave Zofis to Sherry and Brago. Laila and Albert return. Kiyo and Zatch are happy to see her, but she sends a spell toward them. Kiyo knows that Laila is betraying them out of fear, so he attempts to regain her trust!

Zofis summons his Ancient mamodo army to take down Zatch and his team. Weak and out of strength from within, the team finds themselves in a tight spot. Suddenly a familiar spell rings out...