Ellie continues hiding Luke. He wants to reveal himself for her benefit, but she does not allow him. Tai-San suggests that maybe the Guardian should surrender, but he is convinced that this is another one of Zoot's tests. Bray asks Lex for advice. The Mall Rats realize that they need to escape from the Mall as soon as possible. Tally and Andy are worried about Ned, who seems to have gone missing. They form a bond with KC. Trudy tells Amber that she needs to understand what Bray must be going through. The Guardian confides in Tai-San about how Zoot used to torture him in high school. May can't hide her feelings for Pride, while Ebony seems to be all over him. Pride tells Bray that he never slept with Amber. Bray apologizes to Amber and they reunite. The Guardian is stunned when Zoot finally shows himself.
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