Shotaro continues his search for Emine in the I.C. Prefecture, but a careless comment sends him on the run from an angry kappa. Meanwhile, Mana is eager to enter the Robot Fight Tournament - sponsored by the 'Happy Factory' - and get another commendation, but Yohei senses there's something far more sinister than the tournament going on at the Fear Factory...However, that doesn't stop him from building a powerful battle robot that's guaranteed to take home the prize. Just when Mana is confident of her victory, the Fear Robot itself steps into the arena -with NoFix, the King of Spin, at the helm!