At the Keyakigaoka Middle School Art Exhibition, a rich girl named Caroline Yajima declares that she’ll get her revenge against her rival: China. She gets upset when China calls her Caro and assumes it’s China’s psychological warfare. Caroline’s servant praises her painting, which won the gold prize. Caroline is shocked when China’s painting of a Beargguy eating honey wins the grand prize. Caroline’s servant explains that Gunpla comes from the Gundam anime, and Caroline can’t believe she lost to a painting about a toy. At the Kousaka restaurant, China awkwardly takes orders from two customers until she gets a phone call from Rinko. She wants China’s help because he’s spending all his time working on the Build Strike and barely comes out. China comes over with food and tells Sei he’s working too hard, but he notes that he only has two weeks before the tournament. Despite all the work he’s put in, he wonders if it can compete on a world level. China mentions that she finished her new Gunpla, which gets Sei excited. She meets him at the park and shows him her customized Beargguy III. Sei is impressed by the paint work, but he’s interrupted by the mad laughing from Caroline atop a slide. Caroline mentions China getting a boyfriend recently, but Sei says he isn’t her boyfriend. Caroline sees the Beargguy and thinks it’s cute until she comes to her senses and challenges China to Gunpla Battle. Caroline vows to defeat China at Gunpla Battle after losing the art exhibition. China says she didn’t build the Beargguy for battle, but she thinks about what Rinko said regarding Sei and accepts the challenge. China asks for Sei’s help, but he says he can only help with the Gunpla. Reiji, sitting in a tree nearby, offers to help with the training. China practices in Gunpla Battle by running and shadowboxing. She then works on the paint and fights a practice battle against an Agg. Elsewhere, Nils meets with his new sponsor, Yajima, until Caroline bursts in and drags him away.
After training for a while, China uses the Beargguy in combat against Reiji’s Build Mk-II. She manages to dodge a kick, but he gets behind her and train a beam saber on her neck. He tells her that with her current level of skill she should win. Sei walks China home and says he’ll come cheer her on. Sei asks her why she’s fighting since she seemed to hate it at first. He says that teaching her about Gunpla got him back to basics since he was at a dead end with his work. He starts to wonder if China did this deliberately, but she says good night and leaves. The next day, China’s friends wish her good luck before her first battle. Nils tells Caroline she should be ok if she fights like he showed her. The girls only battle begins with China’s Beargguy against Alice Imai’s Nobell Gundam Deco. The battle begins in a forest, and the Nobell Gundam Deco immediately goes into berserker mode. China dodges its attacks and destroys it in one shot. Sei and Reiji rush to the battle since they’re running late due to Reiji. They arrive just as the next battle begins against Caroline’s Knight Gundam. Reiji asks what she’s using, so Sei explains that SD Gundams are designed to be cute. Sei is impressed by the paint job’s quality and thinks it can’t be the work of an amateur. Caroline attacks and transforms the Knight Gundam to centaur mode. Caroline uses her sword to cut off one of the Beargguy’s arms, which is full of cotton. China explains it’s there because her back story is that the Beargguy was a teddy bear that turned into a robot. Caroline hits the Beargguy on the head, which causes its mouth cannon to spit out cotton and envelop the Knight Gundam. China then tosses the Knight Gundam like a bowling ball and scores a ring out to win the battle. China ends up losing the last round and comes in second place. She thanks them for her help, but Sei says he should thank her. He was too caught up in Gundam‘s setting, but the Beargguy showed him that he should use his own imagination. He runs back to the shop to work on new ideas. Later, Rinko calls about Sei being in the workshop again, but China explains that it’s different now because he’s found his inspiration. Later, Ral stops by the workshop and informs Sei that Kaiser was defeated by Aila.
Like the previous episode, this one takes the focus off Sei and Reiji in the lull before the world tournament starts. Sei is still in a funk about competing with major fighters, so we mainly see China and the one-sided rivalry that Caroline has with her. China jumps into Gunpla Battle mainly to help Sei get out of that funk, and it works. Her training montage complete with running on the beach was amusing, as was the Beargguy’s weird facial expressions. Caroline gets a crash course in fighting from Nils, but luckily China is saved by the unpredictably of cotton stuffing. This gives Sei the inspiration he needs when he realizes that he doesn’t have to limit himself to Gundam‘s story and setting. There are, of course, multiple cameos in this episode, including the return of the Jerid and Kacricon lookalikes and Alice, who looks like G Gundam‘s Alenbie Beardsley. With the world tournament coming up next, we’re bound to see some new weirdos (and old mobile suits).