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What Miki and Setsuna Are Afraid Of!! (美希とせつなのこわいもの! "Miki to Setsuna no Kowai Mono!"?) is the 33rd episode of Fresh Pretty Cure! and also the 275th episode of the Pretty Cure franchise overall.


Miki and Setsuna are given the chance to bond but struggle to get along until the unlikeliest of things manages to pull them together.


Inori with a mountain of sick animals

The girls make shopping plans in order to help Miki find an outfit for her audition. But at the last minute she gets a call from Inori, saying she is unable to come now because her parents need help with a crowd of injured and sick animals that suddenly showed up.

Tarte stopping Love to go with Chiffon and Setsuna watching

Miki takes off anyway, since she is to still meet up with Love and Setsuna- only to find out that Love isn't coming either. Setsuna explains that Love suddenly caught a fever and for the sake of her health, Tarte and Chiffon kept her from leaving. This causes Miki to realize that this is the first time that she and Setsuna will be together without her friends there as well, causing some awkwardness between them.

At Labyrinth, Westar is starving and points out the lack of food they have. He decides to leave in hopes of finding something to eat, and after being sure he left, Soular pulls a bag of chips out of his jacket.

Miki out of topics to talk with Setsuna

As she and Setsuna go to the shopping district, Miki tries to make a conversation. However, Setsuna gives short responses and makes it hard to keep the conversation going. Miki continues to try, but during their shopping trip Setsuna continues to reject everything Miki shows interest in. On the way home, Miki and Setsuna pass a takoyaki stand. A worker at the stand comes up to the two to advertise and tells them that their takoyaki has large chunks of octopus in it, and then holds up a live octopus- which sends Miki running away screaming.

Miki trembling after running away from an octopus

Surprised by this, Setsuna curiously follows to find Miki sitting by herself on a balcony. She tells Setsuna to leave since she doesn't want to talk about it, but she refuses and apologizes to Miki for being unhelpful earlier. Miki thanks her for being serious and honest however, and confesses to being afraid of octopus due to an incident in the past. She was running across the beach and tripped over an octopus. But when she picked it up it began crawling on her and frightened her. Hesitantly she asks Setsuna if she fears anything, and Setsuna admits that she often worries over losing her friends.

In town, Westar smells the takoyaki from the shop. He walks and quickly inhales the food before suddenly feeling inspired. Takoyaki probably makes people really happy, so he decides to take it away by making a Nakewameke out of the fake octopus on top of the stand. The girls notice it but Miki struggles to face her fears and fight

Back at her house, Love is feeling better, and thanks Tarte and Chiffon for their help taking care of her. Just then they all notice the Clover Box glowing. Love opens it and sees that Miki and Setsuna are in danger.

While Miki is still refusing to fight the Nakewameke, Setsuna transforms and goes to fight. Miki thinks about calling Love and Inori, but realizes that she should not bother them and that she has to fight herself. She tries to stop being afraid to help Passion, but continues to struggle.

Berry saves Passion

Meanwhile, Passion is grabbed by the Nakewameke when suddenly Miki shows up, forcing herself to stand. She transforms as Cure Berry and quickly comes to her rescue. Westar questions what good it would do Berry to save Passion since she is a traitor, asking Berry how she can be sure she won't betray them as well. These words strike Passion, causing her to feel saddened until Berry says that Passion is a serious and honest person. She says that while she may not be good socially, she is very kind. As long as she stands with them she will never be alone because she, Peach, and Pine will always be by her side.

Berry and Passion try to fight the Nakewameke but still struggle until Peach and Pine appear to save them from being crushed by the Nakewameke, performing a Double Pretty Cure Kick. Together they fight by dodging and tangling the octopus' legs, allowing Berry and Passion to finish it off by using Espoir Shower Fresh and Happiness Hurricane on it.

Miki wearing the clothes Setsuna chose for her

Everyone meets up at the Doughnut Cafe. As thanks for helping take care of her, Love allows Chiffon and Tarte to eat as much as they want. A bit later Miki and Setsuna arrive, with Miki wearing the outfit Setsuna recommended for her audition.


Pretty Cure



Secondary Characters

Major Events

  • Setsuna's and Miki's fears are revealed. Miki is afraid of octopuses and Setsuna of losing her friends.


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Fresh Pretty Cure! episode 32 Fresh Pretty Cure! episode 34

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