Julie faces off against her friend Billy in a Bakugan battle, where Billy and his talking Bakugan defeat Julie, while Runo and Marucho realize if they want to defeat Masquerade, they will need some serious help.
Julie loses her battle with Billy, but admires his skills, while Runo and Marucho want Shun's help in defeating Masquerade, but he only agrees to join their team if they can defeat him in a match.
