Aired: 21st February 2004

Usagi, Rei and Makoto are each on their own, as is Ami, who has been attacked by Kunzite. Luna wakes up to find that Ami is no longer at Karaoke Crown, and somewhere in the city, some black leaves drift upwards ominously.

Makoto is deliberating over whether to tell Usagi that Mamoru is Tuxedo Mask or not. She goes to Usagi's house so they can walk to school together, but Ikuko tells her that Usagi is in bed with a cold. Makoto remembers her encounter with Tuxedo Mask - he said he was only near to Usagi because he thought it would help him discover his past, and Makoto hit him and told him not to go near Usagi again. Makoto arrives at school to find that Ami is missing as well, and she visits Ami's house to find her passed out on her bed. Makoto cooks Ami some food, which seems to cheer Ami up. Ami suddenly says she wants to go to a theme park. Ami and Makoto go on various rides, with Ami acting uncharacteristically cheerful and childlike. Ami passes out while on a merry-go-round, and luckily Motoki is there to drive Ami and Makoto to the hospital.

The other characters make periodical appearances throughout this. Usagi continues to deliberate about Mamoru, Mamoru continues to deliberate about Usagi, and Minako and Rei both wonder about the enemy's movements. Also, Kunzite insists that his goal is the same as Queen Beryl's - the resurrection of Queen Metaria - but Nephrite thinks Kunzite is plotting against Beryl.

Kunzite's plan starts to come to fruition when Makoto returns to Ami's hospital bed to find some black leaves, and the nurses unable to move. She leaves and follows Ami. Her power over wood allows her to use the trees to determine where Ami has gone. This leads her to a building where Ami stands motionless in a room full of stone columns and sculptures, with Kunzite a few paces away. Makoto transforms and attempts to defend Ami from Kunzite, but eventually Ami walks over to Kunzite. Sailor Moon and Sailor Mars arrive to help, just in time to see Ami transform into an evil version of Sailor Mercury.

(Anime/Manga Comparison)

Characters Introduced:
- Evil Mercury (if she counts as a new chaaracter)

Important Events:
- Further to what we saw in the previous episode, Tuxedo Mask told Makoto that he was around Sailor Moon a lot purely because it helped him find out about the Silver Crystal and the Princess. This annoyed Makoto, who told him not to go near Usagi again.
- Makoto is unsure as to whether or not she should tell Usagi that Mamoru is Tuxedo Mask.
- Motoki helps out Makoto because she was the only one who gave him a valentine (the scarf, which he's wearing). Makoto says it wasn't supposed to be that big a deal, but Motoki says he knows this, and he doesn't really mind because it still makes him happy.
- Mamoru wonders if his "knight in shining armour" act was really just an excuse to be close to Usagi. He says, "One more month..." He then looks at some literature (some of it in English) about the "University of Saintford", and says that it might take all his resolution to... do what? Find out next episode!
- After Kunzite's attack in the previous episode, Ami is now evil. By shouting "Dark Power, Make Up!" she can transform into an evil version of Sailor Mercury, with a different costume than usual.

New Items:
- Evil Jewellery Star Bracelet

New Attacks:
N/A