Walking home from Abcb after work, Kyousuke and Madoka run across a beat-up girl. She is Oryu, an old friend of Madoka's. Madoka stands off a female gang in the alley while Kyousuke hides Oryu. The gang leader rides up on her skateboard, and tells her members to keep looking. Back at her house, Madoka bandages Oryu's wounds. Madoka wants to help, but Oryu doesn't want her to get involved, ``Didn't I tell you its none of your business?'' Madoka tells Kyousuke ``She was unbeatable around here, when she was in junior high.''
The next day at school, many students have been beaten up or mugged. ``It's a gang from the next town.'' They all think someone should do something, but everyone makes excuses not to. Madoka is watching this from behind a tree. Kyousuke, it turns out, is watching Madoka, but she notices him. He's worried about her returning to her old ways.
Inside, Komatsu and Hatta are trying to get some sympathy out of Kurumi and Manami. Both are heavily bandaged. It doesn't work the way they planned; they get into a fight, and the girls leave them, tied up together in their bandages.
On the school roof, Hikaru is talking with Kyousuke about his worries. She tells him, ``She told me lots of times that if she gets involved with those kind of fights, she'd get to know the police too well, so she'll never get involved.'' Then the idea comes to Hikaru, ``but maybe for Oryu's sake...'' This doesn't reassure either of them.
At Abcb, a group of girls come to tell Madoka that Oryu has been captured by the female gang. They also state that no-one around here can go up against these gals.
Madoka remembers one rainy night. A group of gals wants her to join their gang. She is standing there calmly flipping a guitar pick. They are ready to force her, when a mysterious figure jumps in and knocks them out with a kendama toy she wields like a pair of nunchucks. It's Oryu. She tells Madoka it's good she didn't get involved with these kind of girls. Returning to the present, she opens her ``Pupe-house'' box, which is filled with her special guitar picks and straps a full pick carrier on her leg. Hikaru has just stepped into the room; Madoka hadn't answered the doorbell.
Kyousuke is running over to Ayukawa's when it begins to rain. He hears a cop car pass by and their radios say that the Red Wolf gang is starting to move.
Hikaru tries to stop Madoka from going. She even holds the door shut against her. Yuusaku opens the door on her though; he's dressed for Karate and came to help. Madoka asks him to stay behind with Hikaru, ``If you come with me, I'll ignore you for the rest of your life.'' Failing to stop Madoka, he gives her his bamboo umbrella to take with her.
Madoka runs through the snow, remembering what's happened this past year. The memories come as a series of photographs set in the falling snow. They start with her remembering Kyousuke catching the Red Straw Hat and them meeting for the first time, him crushing her cigarette, Hikaru jumping on the train after they resolved the first confusion with Kazuya, Kyousuke hypnotizing himself in the mirror, him asking her out, Hikaru finding them practicing tennis, herself at school with her arm in a sling, Kyousuke falling asleep studying, him catching her changing, Kyousuke and Hikaru together, him hugging someone else at the disco, Kyousuke and Kumiko undressed, and on the hillside, him saving Hikaru from drowning, him and Yukari at the movies, Madoka slapping Kyousuke, him carrying her down the beach, the two of them on the ground after Kazuya pushed her off the jungle gym, him in a phone booth looking at her when she stopped trying to break off the relationship, a hypnotized Kyousuke complimenting her at the disco, the two of them on the swings when she decided not to go to America, them on the subway, by a tree, almost kissing on the desert island, resting during the marathon, holding hands, her asleep on his shoulder, him holding her, her almost kissing him, the two of them seeing a UFO, swimming at the desert island, running the marathon, holding each other, her taking a picture of the two of them from Kazuya, her saxophone, the Abcb sign, the room 3-A sign, him sticking his tongue out at her, the two of them close dancing, her throwing a hypnotized Kyousuke into the fountain, the two of them at school, her taking her torn notebook from him, her playing the saxophone, her sticking her tongue out at him, and finally, again, their first meeting.
Kyousuke catches up to her on a bridge, just like in his dream. He begs her to stop. ``Sorry,'' she can't. He runs after her, but slips on the bridge and falls into the river.
Ushiko and Umao are dressed up doing a traditional style play on the sidewalk. He is begging her not to go and do something. The wind from the passing police cars upsets their act, and they are dumbfounded when Kyousuke runs after the cars and disappears, teleporting. He sets up a barricade across the street ahead of the cars, so they don't catch Madoka. ``That should do the thing for a while,'' and it does, stopping the police cars.
Oryu is tied up and being tortured by the female gang. They are trying to get her to give up her territory. Meanwhile, Madoka attacks the two unsuspecting guards outside by a fire. They were thinking that no-one would rescue her on a night like this. ``It wouldn't be interesting if there wasn't at least one idiot like me.'' Inside Oryu gives her final no. The gang leader tells her to say her prayers and flings her skateboard at her. Halfway there, in midair, it is cut in two. ``It's Ayukawa!'' And Madoka reveals herself, ``If you move an inch, that face will be cut in half.'' The gang attacks, but Madoka handily defeats them with the umbrella. The leader dodges that, but gets a guitar pick instead.
Madoka unties Oryu and then stands up in front of the gang and drops her picks. ``I didn't come here to fight,'' She says, ``Let's settle the matter with this,'' and picks up a skateboard. The gang leader, who has the nickname of ``Skateboard Wolf,'' can't believe that Madoka would challenge her that way, but accepts.
Kyousuke sneaks into the hideout. He sticks his head around a corner straight into Yuusaku's behind. Hikaru and Yuusaku tell him that Ayukawa is in the unfinished building going against the head leader on skateboards. Kyousuke calls to her.
Madoka and Wolf start high up on the girders of this building. The first one to the bottom wins. If Madoka wins, the gang will leave town. If Skateboard Wolf wins, Oryu will give up this territory. Kyousuke wants to try to stop them, but they are stopped by the other gang members. The gang turns over Oryu. ``Why don't you enjoy it with her?''
Madoka follows her opponent down the girders. She successfully dodges the pipes dislodged by the Wolf and catches up to her. The two wrestle for a while, but then find themselves on a dead-end girder. They try to stop, but Wolf doesn't and falls off, screaming. Madoka manages to catch a beam and hold on. Kyousuke stops Wolf from falling all the way to the ground by using his power to get the pipe in her hands caught in the girders. She's hanging from it well above the ground; her gang members faint. Madoka finishes the race, comes down off the building and runs into Kyousuke. He catches her, they hug, and then happily look at each other. Oryu watches this with a smile on her face.
Madoka is visiting Oryu who is recovering in the hospital. Kyousuke, carrying a bouquet of roses, stops at the room door to listen to their conversation. Oryu takes a cigarette and offers Madoka one. Madoka declines saying that she's quit. ``Oryu, If you smoke now, you won't be able to have healthy babies. --- A certain person told me that.'' Kyousuke drops the roses he was carrying in surprise, and Oryu laughs a knowing laugh. Madoka blushes, embarrassed by this, and Kyousuke is happy that she has returned to the Madoka he knew.