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Our heroes are battling a giant frog-shaped blob spirit in the city. Their attacks causes the blob spirit to explode. The townspeople cheer and the teens leave. The group drive off to school in their van, not noticing that a tiny piece of the blob spirit is still alive and hiding in Yuko's bag. At school the other students happily greet the aloof Seiji and ignore the much friendlier Yuko. She and Shizuku wonders why everyone likes Seiji better than her and Sugimura explains that it's because Seiji is "cool". Then they notice a bunch of girls squealing over a poster announcing cheerleader tryouts. Yuko decides to participate, thinking the school spirit leaders are like her and that joining them will win the acceptance of her peers. Seiji is not optimistic, but Yuko fiercely shoots down his criticisms.
At the tryouts in the school gym, a panel of four cheerleaders serves as the judges and they are not impressed by any of the girls before them. Then it's Yuko's turn and to the surprise of the cheerleaders, she pwerforms well. Too well, it seems, for the head cheerleader, Kim, appears upset at Yuko's excellent performance. When Yuko finishes showing her skills, Kim challenges her to a harder test of standing on top of a human pyramid formed by the other cheerleaders. Yuko makes it to the top successfully, but Kim signals to one of the girls to sabotage her. This causes the whole pyramid to collapse with Ilana at the bottom. Kim then tells Yuko she'll never be a cheerleader because nobody wants to be like her. Yuko stands up, muttering in frustration that Seiji is right: why should she even bother trying gain acceptance.
While all this is going on, the little blob hiding in Yuko's bag slithers out of her locker, makes its way to the roof of the school and screeches loudly. In the city Haku and a team of X3 agents are collecting the remains of the blob spirit, but black sludge break out of their containers and slide away. The ooze reforms into the giant blob spirit and meets the little one at the school, which uses some crude shape-shifting to communicate that Yuko, Seiji, Sugimura, and Shizuku are inside the building. The giant blob spirit then engulfs the school in its mouth, effectively trapping everyone inside.
When this happens Seiji is out of class with a hall pass and Sugimura is in a science lab with a dumb jock named Cornelius for a partner. As Sugimura wonders how the sprit can still be alive, three smaller blob spirits confront Seiji in the hall. They recognize him and attack, but he manages to elude them in a crowd of panicked students and tries to call Yuko. When she doesn't answer Seiji calls Sugimura, who is also unable to reach Yuko but he seems more concerned about the fact that his plan to destroy the spirit didn't work earlier. Seiji tells him to fix it while he goes to the gym to find Yuko.
In the gym a swarm of blob spirits is scaring the students and Yuko is hiding from them under the bleachers. She needs to contact Seiji but her cellphone is in the girls' locker room, forcing her to leave her hiding place to go get it. The spirits spot her but she makes it to the locker room and shuts them out. However, Kim and her three friends are also there and accuse her of ruining their hiding spot. Yuko retrieves her wristband and finds an escape route in an air vent in the ceiling over the showers. The other girls refuse to follow her until the spirits smash through the door. When Seiji gets to the gym he has to fight off some more spirits before he can get to the locker room. Seeing only spirits there and a table under the vent in the shower, he realizes that Yuko has escaped and leaves the gym to catch up with her, trying to avoid more spirits along the way.
Seiji comes upon three more blob spirits in the hall. Instead of fighting them he locks himself in a janitor's closet but someone else is already there. After kicking the stranger senseless it turns out to be just another student wearing the school's mascot costume. While the boy is unconscious, Seiji takes his costume to use as a disguise and resumes his search for Yuko.
While crawling through the air vents, Yuko finds Kim and the other cheerleaders more and more annoying with their complaints and insults. When she tries to use her cellphone to call Seiji, the girls take the opportunity to ask about her "brother" and comment that she did not inherit his coolness. Then the duct they're crawling in creaks, attracting attention from the sprits searching the indoor pool. One pokes its head in through a vent but it doesn't see the girls and leaves. Then Seiji's voice comes through Yuko's cellphone and gives them away. The spirit pulls the duct from the ceiling and shakes all the girls out of it. Hearing their screams and splashing sounds, Seiji realizes where Yuko is and heads for the pool, but again he misses her and has to fight the creatures that are still there, wearing the silly mascot suit and with only a net for a weapon.
Sugimura and Shizuku have found each other and Sugimura calls Seiji about this while he's still in the middle of a fight. Then Yuko, hiding with the cheerleaders in the auditorium, joins the conversation. Seiji realizes they can get the students to cooperate by making an announcement over the P.A. system in the main office. Yuko volunteers to do it since she is near there, but Kim refuses to follow her any further. Yuko finally loses her patience and after scolding the cheerleaders for their selfishness, she proclaims that she no longer wants to be part of their group and leaves to save the school alone.
In the hall, Yuko is only a few feet away from the main office but has to hide when more creatures block her path. Then she is surprised when Kim's three friends join her and offer their help. As they try to think of a plan, Kim appears and suggests using the human pyramid to vault Yuko over the spirits. So with Kim and her friends forming the pyramid Yuko is safely vaulted over the spirits and is able to reach the main office. Unfortunately, the door is locked and the spirits are closing in, but Seiji arrives in the mascot suit and fights them off. He breaks the office door with one kick, allowing Yuko to enter and use the P.A. system and make the announcement to the students.
As Yuko continues to motivate the students over the P.A. system, every student is able to destroy a spirit just by slapping it. However, the spirits attacking Seiji are still alive and knock the head off of his mascot suit. As soon as the cheerleaders see his face they defeat the spirits. Now all of the spirits are gone but Yuko's speech is still going on over the P.A. system. Just as she starts to sing an improvised battle hymn Seiji takes the microphone away from her to get her to stop.Later as they walk the halls together, Yuko and Seiji see that everything in the school seems to have returned to normal. They bump into Kim and her friends, who tease Yuko about her singing and her speech. Seiji gets upset and is about to confront them but Yuko tells him that what they say doesn't bother her anymore. In the science lab while the rest of the class celebrates, only Cornelius gives Sugimura and Shizuku any praise, then calls them his heroes and hugs them.
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