Mori has decided to help Ueki, but she’s starting to see threats in every direction. When any middle school student could be a gifted, who knows when Ueki will be challenged. Two gifted do cross their paths. One is Seiichiro Sano, a decent type who they met while trying to rescue a small girl from a big fall. Another is Maruo Taira, a less than decent individual who has no problem attacking from behind. With the ability to turn water in his mouth to fire (and a little help from his God Candidate), how will Ueki fair in his first official gifted fight?

Mori is determined to learn more about this tournament so when the opportunity arrives to gain such information from Mr. K, she leaps at the chance. During their talks they are interrupted by another gifted. Unlike Ueki’s previous opponents, though, this one is different. Li Ho prefers to use his own body to fight rather than his given ability. When Li Ho starts smashing Ueki’s trees with his bare hands, not even the sarcastic talent can help our hero. So what can he do when Li Ho unleashes his most powerful attack: The Count of Monte Cristo?

Ueki meets a new enemy named Anon, who is even more twisted than Robert Haydn ever was.

Tenko is grateful to Ueki. He has given him friendship, a purpose and treasured memories. But Tenko has a secret: if he raises Ueki up to nine stars, Tenko will die. Tenko knows that if he tells Ueki this he will refuse to reach the nine-star level. However, Tenko knows that Ueki has to get stronger to face his opponents. Unsure about what to do, Tenko decides to give his life for Ueki's quest to become stronger. After all, it was the first time in a long while that Tenko has felt needed and he appreciates it so much. When Mori finds out about this secret, she rushes off to stop Tenko from raising Ueki's level, but it is too late: Ueki is already inside of the awakening organ and he can't hear Mori from the outside. Will Ueki lose another precious friend in the name of this heavenly tournament?

Ueki and friends are ready to start the team tournament stage. They make way to Heaven where they meet four other teams of gifted whom they are meant to battle. God makes an appearance to tell the teams the rules for this stage of the tournament and with his usual penchant for eccentricities, starts off with a treasure hunting battle by sending the two teams to their destination via a heavenly pachinko method. Ueki's Team is going to be up against the Guruno Team. Right from the start, Ueki is up against Gitar, a music loving guy in a full black suit. Ueki attacks him with everything he has, but Gitar just shakes off the attacks, claiming to be invulnerable. How will Ueki be able to defeat someone he can't even hurt?

Ueki talks with Pekol who wishes to be strong just like Ueki. Inspired by Ueki's defeat of Gitar, he decides to quit working with Gurano. When he confronts his teammate about this, though, Pekol is verbally deflated and submits to Gurano's whims. With the ability to turn models into the real thing, Gurano summons a giant robot to combat Ueki. With no robot of his own, Ueki must rely on his own abilities. With a bit of ingenuity, Ueki knocks down the first robot, but Gurano summons another more powerful machine. How can Ueki keep fighting someone who can create an endless supply of powerful opponents?

The battle between the Ueki team and Marilyn team begins. Marilyn is so confident that her team will win that she vows to defeat Ueki's team in four minutes!

Sano, Mori and Soya are facing the remaining members of Team Marilyn. Sano is doing his best to protect his friends, leaving Soya with a chance to escape. Soya jumps at the chance, but a moment from the past reminds him that even he can overcome his own cowardice. Distracting Team Marilyn, the three of them escape only to be ensnared once again. Mayilyn tells them how hopeless their situation is, explaining how Ueki won't even be able to save them. However, Ueki lives to do the impossible and manages to come just in time to save Sano from a lethal blow. Proving that his sacred treasures aren't as weak as others think they are, Team Ueki is ready to fight on, but who should interrupt but the Kami-sama himself! He reveals the bearer of the ten point necklaces: Marilyn for Team Marilyn and Mori for Team Ueki. Everyone splits up, but how will Team Ueki fare against the well trained Team Marilyn without the benefit of teamwork?

Ueki is left to face Marilyn who has a strange ability to dodge every single attack Ueki throws at her. After some careful testing, Ueki discovers she can stretch 1 second into 10 seconds, thus being able to attack and move at seemingly rapid speeds. Marilyn is quick to display how advantageous this power truly is on an unfortunate Ueki. Meanwhile, Sano is left to face he-of-the-six-arms, Matthew. No matter what Sano throws at Matthew, it is all shot down…

Marilyn continues her assault on Ueki, leaving him no chance for defense. No matter what Ueki tries in terms of strategy, Marilyn's ability to turn one second into ten seconds is too much of an advantage. But Ueki has been watching her and notices that she, too, has her weaknesses. Noticing her reliance on practiced fighting patterns, Ueki comes up with a plan to counter her moves. When he has his chance to counter, he stops, noticing tears coming from Marilyn's eyes. Ueki realizes that she truly doesn't want to fight and refuses to go on with this battle. This infuriates Marilyn, forcing her to make use of her level 2: the ability to double her attack power. Still, Ueki refuses to fight, prompting childhood memories in Marilyn, memories she would rather forget. Will Marilyn's past reveal a truth about herself she wasn't able to face? Or will she force herself to fight once again and continue her attack on Ueki?

Mori faces Memory all by herself. Still unsure of her power, she tries to bluff for time while waiting for her teammates. Unfortunately, Sano can't hear her cries for help and Ueki just passed out! Left on her own, Mori can only run away from the battle experienced Memory. Mori tries desperately to solve the mystery of her power, trying out every idea that pops in her head…

Against Team Ballow, Rinko goes first. Her opponent is Ban Dicoot, but Tenko notices something odd about him: he is a heavenly being! In fact, all of Team Barou are heavenly beings. They were all brought together for this tournament in order to support Anon and Margaret's wish to become God. Like Ueki, Ban is able to make use of the sacred treasure, but something is different about these treasures that force Rinko to hold back her attacks. It seems that Ban's power is to bring life to inanimate objects which come out looking like cute, adorable faces that Rinko can't bring herself to hit!

Ueki has finally reached his level 2 power! He can now revert the powers of others back to their original state. If Ballow attacks with multiple visions made reality, Ueki can return them to simple past visions. Ballow's advantage is severely limited with this turn of events. Ballow realizes this and presses on, hoping to overwhelm Ueki before he can fully master this power, but as he does so, the past that wounds him so comes back to him. A long time ago, he lived peacefully with his mother, but due to an accident, he used his sacred treasure on his mother…

God continues telling his story of the past and the girl he met, Haruko Ueki. After saving her from the bullies, she tries to pay him back, first by force feeding him several plates of curry, then by a whole mess of other thing. Eventually, God is able to escape, but not before he finds an elderly woman whose foot gets stuck in a railroad track. God knows that he can't interfere with life or death situations on earth, but just when it seems that the woman will die, Ueki jumps in and helps the woman. Seeing the girl's determination, bravery, and optimism towards the future, God jumps in and saves them both…

The final round is approaching and everyone is contemplating the upcoming round. Ueki and Mori chit chat and Ueki gives her his lucky charm, telling her she needs it more than he does. Souya sits on a cliff and comes to the conclusion that he is useless and a hindrance. And Rinko and Sano walk along in the forest, and Sano comments on how she still loves Robert. He tries to ease her troubles by telling her that they will get Robert back…

The fourth round begins and Anon explains the rules. They are quite simple: be the first to make it to Anon and defeat him to win. If they can't, Anon will destroy everyone. While Anon hides in his floating battlefield, everyone attempts to meet up with him, including Ueki and Ai, but they are stopped by Hellion Margarette. Margarette threatens Ueki then goes after Ai. However, due to Ueki's determination to stop Anon, Margarette reveals his true form, and the secret of The Protectors: they are sacred beasts in human form. Meanwhile, Li Ho is the first to meet up with Anon, and they fight. Li Ho stands up pretty well against Anon, managing to block most incoming attacks and show an impressive display of power as usual. However, he is no match for Anon, and is defeated after a long battle. Just as he faints, Rinko and Sano show up ready to fight. But they aren't alone. Ban Dicoot and Diegostar show up to help.

Ueki was able to beat Anon using Maoh. They went back to school and Sano studied geography to make and Rinko dumped Robert. Kobasen became Ueki's new homeroom teacher and the talent he wrote on the blank zai was "reunion".