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Minami helps Sena dating with Ryoko. Minami meets Mr.Sugisaki, a famous good-looking photographer. It was good for Minami to distract her feeling to Sena. Mr.Sugisaki asked her to go to a concert. She saw Ryoko there. She came to the concert to associate with the memory with Shinji(Shinji liked the singer).

Ryoko finds herself falling to Shinji the more she knows she can’t see him, she decides to tell her feeling to Sena. One day, Ryoko calls Sena… Feeling bad for what will happen to Sena, Minami tries to stop him going to see Ryoko. But he doesn’t listen to her and went to see Ryoko…

Ruu(Shinji’s gf)visited Sena & Minami’s place early in the morning to tell them that Shinji hasn’t been back from taking Ryoko’s home. Sena is worried… Shinji comes back after all. But Ryoko couldn’t help her from falling to him after she talked to Shinji. Ryoko asks some advice from Minami and Momo(Minami’s gf) what she should do about Shinji.

Minami sees Ryoko likes Shinji. but knowing Sena’s feeling to Ryoko, she had a mixed feeling… She wanted to cheer up Sena’s feeling, she gives him some advice to follow to make Ryoko turn to him. However, Minami strats finding herself becoming like Sena herself…

This episode shows Minami and Sena’s frustration of their lives. Minami’s is not getting job for her modeling. Sena is finding out the harsh reality about becoming a pianist. They are both having down time, but cheer each other up. Sena tries to get Ryoko’s heart, but she doesn’t seem to be attracted to him. One day, Minami takes Ryoko and Sena to the bar where Shinji is working… Ryoko and Shinji meet there again… attarcted to each other.