Soul Eater Episode 38

Once he arrives at Shibusen, Joe Buttataki begins his project by using the demon tools that are in Shinigami's possession. Meanwhile, Black Star's confidence begins to waver due to his recent defeats. When Tsubaki tells that Nygus asked her to stop using the dark blade mode, Black Star decides to challenge Kid in a duel, and during which loses control. Kid finally wins the battle and shortly after Black Star starts training again. Arachne finds the hideout of Asura.