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Mizuki is determined to make Naruto and Iruka suffer, and it appears like he has the upper edge with his improved strength and speed. Meanwhile, Ino, Choji, and Shikamaru are at their limits, and now Fujin and Raijin are free. Just when it looks like the end for the Ino-Shika-Cho trio, Tsunade appears on the scene. Can Tsunade stop the rampage of the two brothers? Will Naruto and Iruka defeat Mizuki?
Mizuki has taken the potion that Orochimaru had given him the formula to and has transformed into a huge musclebound tiger-like monster with the help of the curse mark. Mizuki taunts Iruka and Naruto and Naruto loses his temper and charges at Mizuki. Mizuki punches Naruto and knocks him to the ground with incredible speed. He then gets behind Iruka and knocks him away, although Iruka lands on his feet. Tsubaki pleads with Mizuki to stop and mend his ways, but he just knocks her away as well. Iruka catches Tsubaki and Mizuki uses this to attack and knock both Tsubaki and Iruka to the ground. Naruto now intervenes and uses his Shadow Clone Jutsu. Mizuki starts to charge and Naruto realizes that Mizuki is too fast for him so he gets his clones to form a circle so they can defend from any attack. Mizuki sees this and stop to formulate a plan. Mizuki breaks the circle and dispatches the clones. Naruto uses the clones as a diversion and attacks Mizuki from behind, but Mizuki easily dodges Naruto's attack and knocks him to the ground again. Mizuki then starts to pound Naruto into the ground. Iruka then intervenes for Naruto's sake and begins to fight Mizuki. Mizuki knocks Iruka to the ground after a short fight and throws his large shurikin at Iruka to finish him off. Naruto uses his body to block it just as Iruka did during their first fight with Mizuki. Mizuki laughs at the irony and begins to transform into an even more powerful beast.
Meanwhile Shikamaru, Ino, and Choji have exhausted their chakra and Fuujin and Raijin break free. They start to head for them when all of a sudden they are frozen in their tracks. Tsunade has shown up in the nick of time. She easily defeats Fuujin and Raijin and tells them to go back to prison or else they will miss their meal. They get excited about getting a meal and head back to the prison.
Mizuki knocks Naruto and Iruka back and starts to beat up Naruto again. Pakkun notices something and tells Iruka that Mizuki has slowed down. Iruka has a plan and gets Naruto to follow him and Mizuki follows the both of them. Iruka then performs a sealing jutsu to stop Mizuki and Naruto uses his Rasengan to knock Mizuki out. Mizuki starts to wake up and his body begins to deteriorate. Tsunade shows up and explains that the potion that he took gave him extraordinary powers, but also caused massive cell degeneration. As the episodes comes to a close Sakura masters the first level of her training under Tsunade.
