When Adorabat has trouble making friends at school, Mao Mao tells her the story of how he made his first real friend -- Bao Bao.
The episode starts at the Sheriff Headquarters. Adorabat looks out of a window at the rainy weather and sighs, trying to get Badgerclops’s attention away from his video game. Adorabat reveals to Badgerclops that having trouble making friends at school, so Badgerclops brings over Mao Mao because Mao Mao can relate to Adorabat. Mao Mao begins telling her a story from his past. The flashback begins with Shin Mao dropping Mao Mao off at a Japanese style-liked town because the rest of the family is going on violent adventures. Shin Mao takes Geraldine away from Mao Mao and gives him a small wooden sword so Mao Mao will not scare the locals. Shin Mao tells Mao Mao to greet his aunt Gloria and proceeds to leave with the rest of the family on their party bus.
While the party bus drives away, Mao Mao sees Bao Bao, who steals a sandwich out of Mao Mao's unattended backpack. Mao Mao grabs his backpack and chases Bao Bao for stealing the sandwich, but Mao Mao runs into a male tanuki called the Braider. The Braider reveals to Mao Mao that Bao Bao is the town's stray, while Bao Bao steals sausage from the town butcher. The Braider then tells Mao Mao that he is making braids for the Flimborg, which is a gigantic beast that lives on a nearby mountain and takes offerings from the townspeople. Adorabat interrupts the story several times to ask if Mao Mao made friends, but he continually tells her that things didn’t go so well. In Mao Mao's attempts to help the Braider, he ends up tying the Braider with the rope. He makes another attempt to help, going to painting school with the Painter, but blinds the Painter with paint and sets a rock on fire. Lastly, he attempts to catch butterflies for the Butterfly Catcher, but ends up bringing him wasps instead.
In another attempt at finding friends, Mao Mao walks towards into some kids on a see-saw. He asks them to play with him, but they instead bully him and launch him over a bridge into a river. Mao Mao goes under the bridge, and sees a beetle on his backpack. In desperation, Mao Mao asks it if it wants to be friends, but it bites him. Mao Mao wishes he could hang out with his family, and begins crying. However, Bao Bao splashes him with water, which frustrates Mao Mao. Mao Mao attempts to throw his wooden sword away, but Bao Bao fetches it for him multiple times. Bao Bao licks Mao Mao on his face, which begins to cheer him up. Mao Mao becomes friends with Bao Bao and devises a plan that he believes will make the other townspeople like him: defeating the Flimborg, which he thinks must be a terrible monster based on the others' reactions.
Suddenly, the Flimborg arrives. Mao Mao initially tries to defeat it with strength alone, but instead devises a plan with Bao Bao. Together, they shoot a hornet's nest at the Flimborg, trap it in a net, and then launch it into the sky. Mao Mao celebrates prematurely with Bao Bao, but it turns out that the Flimborg was a kind creature that everyone awaited the arrival of. The unforgiving townspeople form a mob with torches and pitchforks and chase Mao Mao and Bao Bao in pursuit. Mao Mao greeted Aunt Gloria, but she joined the mob with the others. Mao Mao continued to bond with Bao Bao through the chase.
Mao Mao reveals to Adorabat that he did not escape the villagers, and along with Bao Bao was harshly punished. However, he gives hope for Adorabat by telling her that real friends will find her one day when time comes. Joyous, Adorabat says that she is Mao Mao's best friend, which results in an ensuing argument between Adorabat and Badgerclops over who Mao Mao's best friend is. Mao Mao becomes the center of a tug-of-war between the two, but he cries tears of joy as the episode ends, knowing that he has such great companions being there for him.
- Bao Bao (flashback only)
- Braider (debut; flashback only)
- Bully Bunny (debut; flashback only)
- Bully Fox (debut; flashback only)
- Bully Raccoon (debut; flashback only)
- Butcher (debut; flashback only)
- Butterfly Catcher (debut; flashback only)
- The Flimborg (debut; flashback only)
- Gloria (debut; flashback only)
- Kid Fox (debut; flashback only)
- Mao Mao
- Old Rabbit (debut; flashback only)
- Painter (debut; flashback only)
- Shin Mao (flashback only)
- This is the second episode of the series in which Mao Mao does not act overly dramatic.
- This is the first time a Sweetypie is absent.
- Mao Mao is revealed to have an aunt named Gloria in this episode.
- Aunt Gloria has a pan of cobbler, which is strange because cobbler is banned in the Hero's Code.
- This episode details how Mao Mao and Bao Bao met each other, and became friends.
- Mao Mao is briefly seen wielding Geraldine in his flashback, implying that he received it when he was around five years old.
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- July 18, 2020 (Southeast Asia/The Philippines)