In the Dark Kingdom, Queen Beryl asks Jadeite if it is true that a Sailor Senshi has awoken. Jadeite tells her it is true, Sailormoon has awoken and Queen Beryl notes that "that girl dares appear in front of me again". She also says that they are probably after "it" as well. She tells Jadeite to continue collecting energy, and gives him a stone to create a youma. She then tells him that if he continues to collect energy, the world will come to an end soon.
At Crown Karaoke, Motoki looks at his turtle. Usagi walks in with Luna in her hands and thrusts her Year Round Passport out near the glass. At first Motoki is confused, but then he reads the passport and allows Usagi to go inside. Usagi continues on her way, and Motoki notes he didn't know they had year round passports.
Usagi enters the secret base and dumps Luna down without much thought, leaving the cat to go "ow!". Usagi is, meanwhile, distracted by all the stuff in the room- pretty bottles, large containers filled with candy, and of course a karaoke machine. Usagi asks Luna if she made the place, and Luna says she is just borrowing the space, and that only Usagi and the other sailor senshi can enter. Luna tells her that they can talk in secret at the base, and continues to talk about their mission- to stop the Dark Kingdom but to also find the Princess and the Maboroshi no Ginzuishou. Usagi isn't listening, however, and instead changes her clothes with her Teletia S. Luna demands to know what Usagi is doing, and Usagi says that she thinks the person she saw outside was really cool, and that she can transform into anything, right? Luna tells her it isn't a game. Usagi says she knows but she can't handle complicated conversations, and she begins to play with the karaoke machine. Luna tells her she has to protect the people from the enemy right now and search for the other Sailor Senshi. Usagi lets out a little yelp and scrambles to her book bag, dumping items all over the table and telling Luna she forgot all about the test tomorrow morning. An exasperated Luna realizes that they have to hurry and find the other senshi.
At School the next day, the exam scores are posted on the wall. The students flock around it, trying to see where they ranked. Usagi notes that Naru ranked number 15 in the school, and congratulates her friend. Usagi checks her score and her face falls, saying that mama will be mad again. Naru notes that the number one spot is from their class genius. Usagi glances over at Ami and notes that Mizuno-san is amazing, but doesn't seem too happy about it. Usagi friends walk up and begin to gossip about Ami, saying that all she does is study and go to Alto Seminar (a private cram school for after school studies). They say she doesn't have any other interests or friends. Usagi points to a couple girls circling Ami like sharks, and asking her to study with them. Her friends tell Usagi that because Ami's mother is a famous doctor, she attracts people who just want her to help out on tests. They then say she isn't normal and acts snobby. Usagi chides her friends and tells them that Ami will hear them. Usagi notes that she is very smart, though, almost unbelievably so.
During lunch, the cafeteria is filled with students laughing and horsing around. Usagi watches as Ami gets up and leaves, taking her lunch with her. Ami sits on the rooftop, eating lunch and reading a complicated book. Luna approaches discreetly from the other side of the building and watches, and her crescent moon flashes. Luna wonders if she is getting a reaction without Usagi around...
After school, Ami walks along the same bridge Usagi takes to school each morning. Luna lies on the bridge and acts like a typical plushy cat. Ami peers cautiously at the toy, before picking Luna up. Usagi says goodbye to Naru and is cresting the bridge and notices Luna with Ami. Ami places Luna along the rails of the bridge and tells the plushy cat that she is sure if she waits there long enough her owner would claim her. As she is about to leave, Usagi rushes over and thanks her for finding her toy. Ami smiles politely, glad she could help, but begins on her way again. Usagi rushes over and asks Ami if she normally speaks such formal Japanese to stuffed toys. Ami tells Usagi it's because she didn't know her. Usagi thinks Ami is joking and begins to giggle. She still bounces around Ami, though, until finally Ami tells her she needs to get to cram school.
A large poster of Aino Minako is on a store-front, and Ami pauses to look at it. Usagi rushes over and wonders if Ami is also a fan of Aino Minako. Ami tells her that listening to Minako helps her to concentrate when she is memorizing things for school. Usagi notes that they do different things while listening, but asks Ami if she bought the second album yet. Ami shakes her head, and Usagi grabs a minidisc from her school bag and thrusts it into Ami's hands, telling her she can borrow it, and then calling her "Ami-chan" (informally). She tells Ami she can call her "Usagi" and Ami's eyes go wide with the uncomfortable familiarity. Ami begins to leave and Usagi tells her they should have lunch tomorrow. After Ami has left, Usagi tells Luna that all the girls think Ami is strange and different but she is just a normal girl. Luna tells her she is different, that Ami is a senshi, and that she has found number two! Usagi is astounded by this realization, but is happy.
At the Alto Seminar, Ami walks in and is confronted by one of her tutors, who congratulates her on her recent exam success, telling her she will be able to go to any school she wants to later. Ami tells her she is too young to be on a medical staff, though, and the tutor tells her it will be all right and asks why she wants to be a doctor so badly. Ami tells her that her mother wants it for her and that she wants her mother to be happy. Ami says that studying is her only redeeming feature. As she is fishing around in her book bag, Ami pulls out the Aino Minako MD that Usagi loaned her, and thinks about Usagi.
At the Tsukino residence at night, Usagi is in her PJs talking to Luna about how great it is that Ami will be a senshi. She says that she's cute, and smart, and a fan of Aino Minako. Luna notes that it's true their current weakness is in brains, and Usagi throws her pillow on the cat. Usagi says she wants to see Ami, so she's going to sleep now, then drops her head onto the pillow... which is on Luna. Luna notes that Usagi is really care-free.
Back at Alto Seminar, Jadeite places the stone Queen Beryl gave him on a pillar with a statue and a Youma Appears from it. Ami's tutor is heading downstairs and the Youma begins to come after her. As the tutor is yelling for help, the youma's dog walks by.
Ami walks to school the next day, and as soon as she is through the door, Usagi rushes up behind her calling her name. Usagi tells her she wanted to come early but she overslept, so they need to hurry. Grabbing her arm, she pulls Ami to a small stairwell that is unoccupied. Usagi begins to tell Ami all about being a Sailor Senshi. At Ami's silence, Usagi wonders if she doesn't want to be a senshi. Ami says that she understands now that Usagi didn't want to be her friend for her personality, she wanted to be her friend because she is a senshi. Usagi doesn't understand this logic, and Ami tells her she doesn't want to be a senshi, that she is too busy with her studies and cram school. Ami rushes up the stairs away from Usagi.
Ami again eats lunch alone on the rooftop, but opens up her box and sees the two treats she brought specifically to share with Usagi and is disappointed.
Back home, a disappointed Usagi tells Luna that Ami doesn't want to be a senshi with her. Luna tells Usagi she must persuade her, but Usagi says she won't force her. Usagi begins to leave the room, but runs into her mother just outside the door. Ikuko greets Usagi with a map to cram-school, telling her she has been worried about her grades so today she did something about it. Usagi begins to whine, but Ikuko tells her she can complain when she gets good grades.
At Alto Seminar, the tutor is lecturing on geometry. Ami pops the Aino Minako disc into her player and starts to listen to it as she studies. The tutor then tells the group to pay particular attention to what she has to say now. The youma (inside the tutor) begins to take the energy of the class as they listen. Ami is spared because she can only hear the Aino Minako song.
Usagi is trying to read her map and Luna argues with her over where she needs to go. Usagi begins to head across a sky bridge towards Alto Seminar, and bumps into Mamoru. Remembering her from the model ball from episode one, Usagi also remembers him and makes a point of stomping away (despite dropping her directions). Mamoru picks the directions up and tells her she is going the wrong way. He then points to another building and Usagi sees that the directions point to a much more basic cram school- for elementary school students. Usagi is upset at this, saying it's too basic, and Mamoru tells her he thinks it suits her perfectly before walking off. Usagi is left feeling embarrassed, but Luna tells her that they shouldn't have assumed she was in the same league as Ami was. Suddenly, Luna's crescent moon glows red signaling a Youma towards Alto Seminar.
All around her, the students at Alto Seminar collapse near Ami. Looking up from her text book, she wonders what is going on. The tutor walks up and pulls the ear bud out of her left ear and tells Ami that listening to this during classes isn't allowed. Ami is about to apologize, embarrassed for breaking the rules, but her teacher throws the player aside and tells her she will just take her energy first, transforming into a youma before her. Ami begins to run, dodging the monster who clumsily falls to the ground. The jar causes the monster to separate from the tutor, who is left on the ground. Ami tells the monster it is cruel for using her teacher in such a way, and continues to run, heading upwards in the open air. Usagi sees Ami being attacked and transforms into Sailormoon.
Running up, Sailormoon quickly uses "Moon Tiara Boomerang" to distract the youma. The youma was instead made angry and tumbles into Ami, taking them both over the balcony. The youma falls to the ground but Sailormoon grabs Ami's hand before she falls. The youma shatters, and Sailormoon asks Ami if she is alright. Ami quickly notices it is Usagi who is Sailormoon. The youma's dog runs over to the pieces of the fallen youma and barks, then emits a purple light. Suddenly, the youma is revived. Ami notes that if she were to become a senshi, she could help out, too. Sailormoon tells her that she shouldn't transform unless she wants to. The two girls still hang from the ledge, and Ami tells Sailormoon she never meant she didn't want to, then tells her that she wants to fight with her. Luna yells out for Ami to catch and her crescent moon glows, sending a bracelet to Ami. Just in time, too, Sailormoon's grip on Ami finally loses its hold, and as she is falling Ami transforms with "Mercury Power, Make Up!". Sailor Mercury lands on her feet in the fountain below. Sailormoon drops down, landing on her feet as well.
Sailormoon rushes over to Sailor Mercury, excited that she transformed. The youma and its dog approached, and the two fight the youma together. Sailormoon takes care of the large Youma with "Moon Twilight Flash", and Sailor Mercury uses "Mercury Aqua Mist" to destroy the dog.
Sailormoon asks if Sailor Mercury is okay. Mercury nods, and then Sailormoon wonders if it is really okay that she transformed. Sailor Mercury tells her she just wanted to fight with her, because she is her friend, not because she is a senshi. Sailormoon agrees that she wanted to be friends with Ami because she liked her, not because she was a senshi. Mercury thanks her.
Tuxedo Kamen watches this spectacle from the balcony, noting that there is both Sailor Moon and Sailor Mercury.
Meanwhile, a pile of leaves swirls in the wind. Jadeite places a youma stone into it, saying "next, use this energy." Nearby, a Miko is meditating at a fire, and the miko notes that something is coming... something sinister.