Kiyo and Zatch manage to survive Penny's attack. She tells Zatch if he apologies, she will forgive him and stop her attack. Kiyo persuades Zatch to apologize which he did. Penny then asks Zatch if he likes her, he cries and replies he does not since he does not know her. Penny enraged and scolds him for crying, and she begins to attack them again. Kiyo uses "Rauzaruk" in order for Zatch to get close enough to Penny to use "Zakeruga", but failed on the attempt. This makes him realizes no spells can be used while "Rauzaruk" is in effect. Penny uses "So Giaku" which summons a water dragon, which led to Zatch using "Bao Zakeruga" and the two dragon fight ensues. Zatch's dragon won but right at that moment, a frog-looking Mamodo named Byonko appears, revealing that he is recruiting Mamodos for a plan to wipe out the remaining Mamodos. Byonko makes and attempt to cast a spell to counter but realised it's Bookkeeper is still at the dentist, the enemies then makes their escape. Penny meets Milordo-Z, who reveals that they have been collecting many stone tablets that is containing the Mamodos from the previous battle a thousand years ago. Milordo-Z reveals that a special kind of light and it is similar to the moonlight in the human world which will free the Mamodos and that Penny will lead them to defeat Zatch. (Source: Zatch Bell Wiki)

Aired on: 4/17/2004