It's the beginning of new school year, and Airi and Taki find out they have been assigned to same class, Class 3-1, together. Nako, on the other hand, is in separate class again this year and she is disappointed to know Kumika, who became her good friend over the summer, is in a different class, too. Just then Hikaru comes in to say he's also in Class 2 with Nako with a disappointment, but he is more devastated with a fact that Kiyomasa Gojou, a.k.a. Spartan G, is their teacher! Airi is visibly upset by this and begs Hikaru to look after her sister.

A girl named Michiru in Airi's and Taki's class tells her friends she has broken up with another boyfriend. She has not been able to keep a steady relationship for more than 3 months and admits she has fallen for only one person back in 6th Grade. As Airi and Taki walk into their classroom, her friends become excited but Michiru does not seem interested.

Airi points Taki to Iseya talking to Mr. Gojou in the hallway. Taki tells her Iseya is in their class this year and Airi gives her best regards to him as his classmate. Iseya denies he is a good friend with Airi or Taki, and Mr. Gojou warns not to let them get in their way while asking him to invite any troubled students to "F" group.

After the school's opening ceremony, Airi calls out to Iseya and Iseya wonders why she is not upset with him. Airi explains many things had happened that she had forgotten about the incident, but she felt his attempt to force his kiss on her was a crime. Taki sees Airi and Iseya walk into the classroom together and sees how friendly and close Airi is talking to Iseya and the look on Taki's face says a lot as does his next action: he calls Airi to come to him and begins introducing her to his friends. There's a snap shot of Iseya's and Taki's eyes hinting at rivalry over Airi. At that moment, Michiru takes notice of Taki then and decides to ask him out. Her friends try to discourage her, but she claims it "has to be him."

Airi excitedly comes to Taki in the gymnasium to show off her cheerleading uniform to him. She is in Cheerleading Club while Taki belongs to Boys Volleyball Club. As Airi leaves the gymnasium, he ponders about not realizing how vulnerable she is despite her cheerful behavior.

Leaving the school building alone, Airi is walking home when she is approached by a group of girls from high school section and is taken away to quiet alley on campus as Iseya sees this from the classroom. They claim they came to accomplish the task for Taki ignoring their previous warning and assaults Airi! Airi falls semi-conscious. Before they get a chance to continue with attack, Iseya appears and they leave. He holds a semi-conscious Airi - her eyes sometimes open, sometimes not, and says "I won't forgive them," he says and holds Airi tight in his arms.

Act opens with Iseya still holding Airi and telling her what they are doing is bullying her. Airi assures him she is okay and he hurriedly releases his embrace on her with an apology. Airi tells him she is used to Hikaru always giving her hugs and Iseya imagines she has already kissed Taki. Then he inquires why she is not upset now. She explains it is best to let it go because revenge would only cause them to attack in return. However, she makes a statement that she would assure they would regret if they ever hurt people who are important to her such as Taki and Nako. Iseya realizes Airi is actually furious with the "F" group. Before leaving, Airi inquires about "F" group and Iseya answers they are nothing but a group of delinquent kids.

Seeing them from the window, Michiru gets upset and yells at Iseya. 2 years ago, he apologized for seeing her nothing more than a friend because she couldn't be recognized as a girl. Since then, Michiru had been putting all her effort in making herself to be the most wanted girl to date among boys. She wants to make Iseya feel regretful by becoming Taki's new girlfriend.

School is having a physical exam for students. Noticing a bruise on her stomach from day before, Airi wonders whether she should tell Taki about the incident. Then Nako points out to Michiru talking to Taki warning Airi of her history of relationships.

Later, Michiru asks Taki out, but Taki replies he would only go out with someone he is completely interested in and walks away. He finds Airi at the bottom of the stairs waiting for him. A bruise on her cheek catches his attention and she says she will explain it to him, later.

In the Health Office, girls are having their exams done. When Airi steps on the scale, the scale goes to 71.5kg (her normal wait is 46KG) and she is shocked but then sees tha Michiru had her foot on the scale as Airi was on it. They verbally spar and cat-fight and Ms. Fujiko yells at them to behave. Airi swears to herself that she will protect Taki from Michiru while Michiru refuses to let Airi have Iseya. While this commotion is going on, someone enters their classroom with a pair of scissors looking for Michiru's desk. He claims he will teach her a lesson for hurting his feelings. Later, Hikaru calls out to someone named, Yokozawa, and a boy appears with scissors in the back pocket of his pants.

Ms. Fujiko calls Taki over and inquires him about the large bruise on Airi. Airi has told her she got it from falling down the stairs, but she is concerned and asks him to tell her inform her whenever something happens. Immediately, he presses Airi for an answer and she explains the incident with the "F" group. She then insists he would not break up their friendship for this and he understands. At that moment, they hear a scream from a classroom and arrive there to find out someone had torn Michiru's skirt into shreds with a message from "F" left on her desk.

As other female classmates discuss Michiru has been behaving in a manner to ask for such cause, Airi offers to take her home. Now outside of school building, Michiru confesses she had been receiving warnings from "F" for a year and Airi admits she had just encountered them the day before. However, Michiru is happy to know "F" is after popular students, and she and Airi are mates now. Airi, on the other hand, warns her to be careful while letting her know Taki would only flatly refuse to go out with a girl like her. Michiru then tells her he said she was cute and Airi gets upset.

Taki thanks Iseya after hearing his end of the story on the incident. Iseya asks if he is Airi's guardian and Taki replies, "Something like that." Taki says he is upset with the "F" group and warns Iseya to watch his back.

Next day, Airi appears in Nako's apron and the boys are stunned. Taki inquires if she has gotten her head hit with a brick and Airi wonders why she is behaving this way. Then she decides to reappear in boy's uniform asking Taki what he thinks of it. He has no clue. They notice Michiru is absent that day and Airi explains she was trying to help make her look less noticeable with these outfits. She then mentions his upcoming birthday and offers to bake him a cake, which makes him stutter.

Iseya meets Yokozawa at the arcade and Yokozawa inquires about Michiru. Iseya tells him she has been absent for 2 to 3 days and Yokozawa admits of tearing her skirt after she hit him for asking her to sleepover at his house. He then warns him to stay away from Taki.

Michiru's mother is upset that she refuses to go to school next day, even though her new school skirt has arrived. Suddenly, Airi appears telling her she will come for her in the morning as she hands the notes her classmates had taken in the classes for her. Michiru sees the messages from her friends and begins to weep. She was worried that she could no longer blend in with her new class that it became harder for her to return to school. Airi then offers to become her friend and begins to leave when she notices the picture on Michiru's desk - it's framed picture of Michiru and Iseya from 1st year with Michiru having short hair. Michiru asks Airi to keep this a secret.

At home, Iseya is disheartened from the "F" group's actions.

Airi asks her mother if she would help her bake a birthday cake for Taki, but she tries to convince her not to try for Airi has no talent in cooking. Just then Nako appears and three of them decide to bake together. Her mother asks about Taki and Airi realizes she has not introduced him to her yet. After much teasing of Airi, they finish baking and Airi is happy the cupcakes turned out good. She was worried, because she has used up rest of her allowances already. Ever since her father died, she has not been able to ask her mother for a raise. Nako tries to explain Airi's and Taki's relationship to her mother while Airi looks to be sweat dropping.

Airi has not shown up to school yet and Taki wonders if she has taken absence on this special day. Michiru uses her girlie trick to get a boy to help her carry illustrations and the one who gets caught happens to be Iseya. After he tells her how concerned he was when she was absent from school for few days, Michiru confesses she wants to reconcile their friendship.

Airi is late to school and she is trying to get there as soon as she can. She attempts to take a short cut by jumping over a back gate that is locked when Mr. Gojou catches her. He claims he is an educational guidance counselor and begins pointing out at her hair color and light make-up. Airi apologizes, but he refuses to accept it and forces her off the gate. In the process, the cupcakes fall out from the wrapping bag and Mr. Gojou purposely steps on them stating she should not have them to school. "…I am a child, but I don't see you as an adult nor a teacher… at all," says Airi with tears welling up in her eyes and dashes away. Then she runs into Taki and begins weeping in his arms. Taki becomes enraged after hearing the incident from Airi, but she stops him from going after Mr. Gojou. Apologizing for ruining his birthday, Airi then wishes him happy 15th birthday.

Mr. Gojou is disappointed that Airi did not attack him for he could have expelled her from school. He states he would make sure Airi would not graduate if she makes him more upset.

It is Saturday, and Airi and Taki are getting their hair done at Taki's mother's beauty salon. Taki's mother says she is giving a little discount to Airi and Taki cannot believe she pays for her haircut out of her allowance, too. Just then a reporter and a photographer come from hairstyling magazine for coverage on the beauty salon. The photographer takes notice of Airi and asks if she would like to model.

Airi is asked to be a model for hairstyling magazine. The photographer explains the publisher seeks ordinary reader as a model to show any common girl can look beautiful. He offers to pay her 20,000 yen (about $200 US) and Airi accepts the job for one time only. Taki then points out she is being too modest with her family and she claims she is not in the position to ask for a raise of allowance.

As he watches her getting photographs taken, he notices how pretty she has become. Receiving her pay, Airi offers to take him out for his birthday and as a token of appreciation for supporting her. When she asks about what he wanted he replies it is "something he has to be able to get it for certain or it would be a problem" so he would tell her someday. She wonders how rare this item may be.

Next morning in school, everyone is excited over the magazine, and Airi and Taki find out her photograph is on the cover of the magazine - much to Airi's shock! Iseya notices a magazine on the floor and picks it up. His eyes are glued to Airi's picture when Airi suddenly appears in front of him and his face blushes. Michiru realizes he has feelings for Airi then. On the other hand, Mr. Gojou is outraged with Airi's photograph on the magazine and brings it up to the faculty meeting claiming she needs to be reprimanded.

Ms. Fujiko calls out Airi the next day and explains she has to miss one day of school for being on suspension. Airi is concerned how she would tell her mother, but she becomes devastated when Ms. Fujiko mentions she has talked to her mother on the phone.

Airi receives a greeting from Taki when she leaves the Faculty Room. He asks what happened and she explains the suspension to him. She wonders why things do not work out for her and he replies the reason is she has not heard her mother's true feelings. He explains she is feeling insecure about her position in the family. Therefore, she is the one creating the wall between her and her mother. In defense, she shouts out he and Nako cannot understand because they are related to their parents. Taki then apologizes and wishes she would cheer up soon when they hear a voice calling Airi's name. It is her mother. Immediately, Airi says she is sorry for causing trouble and her mother claims she feels responsible for not recognizing her feelings. She is prepared to argue to the school that Airi is a child who makes her feel very proud of her. Airi now realizes Taki was right about really not making herself feel a part of the family. Before Airi's mother leaves to meet the school officials, she introduces herself to Taki while giving him a little warning about his behavior around Airi - much to Taki's bewilderment (must be something to do with what Nako told the mother when they were all baking).

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