Soul Resonance: Soul Eater, Becoming a Death Scythe? Maka Albarn and Soul Eater, a meister and weapon pair, have defeated ninety-nine evil souls, and they now need to defeat a witch to evolve Soul Eater into a Death Scythe. They seek out a witch named Blair. Though Maka fares poorly, Soul tricks Blair into believing he is her ally, enabling Maka to defeat her. However, Blair was actually a magical cat, and as a result, Shinigami confiscates Maka's souls, forcing her to start the process again.
I'm Definitely a Star! The Extremely Big Man, Revealed Here? Meister Black Star and his Weapon, Tsubaki, attempt to go after Al Capone and his comrades to collect their own ninety-nine souls but fail. Black Star and Tsubaki then learn that Al Capone plans to capture a witch named Angela and go after him once more, only to find Capone and his allies already defeated by Angela's powerful bodyguard, Mifune. Black Star ends up not killing either Mifune or Angela, and even gives the souls of Capone and his men over to Shinigami since he himself did not kill them.
The Perfect Boy? Death The Kid's Magnificent Mission? Meister Death The Kid, after failing to capture Lupin the thief due to his obsession with symmetry, speaks to his father, Shinigami-sama, and decides to go after the mummy-controlling witch residing at the pyramid of Anubis. Worried about the symmetry of a picture hanging in his room back home, Kid leaves his weapons, sisters Patti and Liz Thompson, to fend for themselves in the mummy infested pyramid. The sisters manage to defeat the mummies only to be captured by the Pharaoh! The Pharaoh comes out in his final form to finish the job, but Kid notices it is no longer symmetrical and defeats it. Unfortunately, he also wrecks the pyramid in the process and ends up losing all his collected souls.
Witch Hunting Invocation!? Heart Throbbing Graveyard Supplementary Class Lessons? Black Star, Maka, Soul and Tsubaki are taking remedy classes, because they have not captured a single soul. They are to go to a graveyard, where they have to fight against the zombie of their previous teacher, Sid Barett. Sid attacks them, wielding his own gravestone as a weapon. Maka and Soul attempt their Soul Resonance, "Witch Hunt" but are unable to control it properly. Black Star captures Sid with Tsubaki's chain, and it is revealed that Shinigami knows that the one who made Sid a zombie was Death Scythe's first partner before he worked with Maka's mother, Dr. Franken Stein.
Soul's Form: Strongest Meister Stein's Entrance? Maka, Soul, Black Star and Tsubaki face off against Doctor Franken Stein, the man who turned Sid into a zombie. At first, he looks like an idiot but, after the fight starts, it is clear that Stein has the upper hand, leading to a desperate situation for the group. Maka and Soul once again attempt the technique Witch Hunt, and manage to execute it perfectly, but to no avail. When all seems lost, Stein reveals that the entire thing regarding Sid and himself was set up by Shinigami. The next day, Stein makes his appearance at Shibusen as the new teacher for Maka's class.
The Rumored Freshman! Kid's First Appearance at Shibusen, an Experience to Remember? Death the Kid shows up for his first day of school and ends up facing off against Black Star and Soul. The battle ends up being one-sided as Kid's extraordinary abilities proved to be more than a match for Black Star and Soul, who were unable to synchronize their wavelengths. When the duo seems to be utterly defeated, Kid ends up collapsing after realizing that Soul's last attack ended up cutting away a bit of his hair, ruining its symmetry.
Black Blood of Terror! The Weapon Within Crona? Soul and Maka arrive in Italy to dispose of another evil human. After the job is completed, Maka senses a strong energy coming from inside a church and the duo decide to investigate it. There, they meet Crona, an evil weapon meister and Ragnarok, the mysterious sword which emanates from Crona's body. During their fight, Maka figures that she cannot cut down Crona as Crona's blood has the property of turning solid, and to complicate matters, Crona's attacks cannot be blocked as they can hurt Soul even in his scythe form. Soul urges Maka to continue fighting, but she is afraid of hurting her partner, and in the end, he receives a severe blow while trying to protect her.
Witch Medusa! Great Evil Possessing One's Soul? Just when Maka and Soul are about to be killed by Crona, Stein and Death Scythe appear to save them. By combining their strength, the duo have some trouble against Ragnarok's ability to transform every bit of its blood into a weapon but, in the end, Crona is defeated. The witch observing the fight reveals herself and rescues Crona, while the others return to Shibusen in order to treat Soul's injury. Stein tells Maka that the treatment was successful, but he confesses to Death Scythe that Soul's body was infected with a demon weapon's blood, and his future is uncertain. In the end, Maka is comforted by Tsubaki and Medusa, a teacher in the school who is in fact the witch who attacked them. (mv:MYI62AGY)
Holy Legendary Sword! Kid's and Black Star's Big Adventure? After continuous failures to collect any soul at all, Sid orders Black Star to clean up the school's library as punishment. There, he meets Kid, and both learn about Excalibur, a weapon whose powers are said to be legendary. The duo decides to search for Excalibur himself, but when they find him, they cannot stand his unbearable personality. Meanwhile, Death Scythe tries to cheer Maka up, who is still worried about Soul, and explains to her the origin of the demon weapon Ragnarok. However, he still hides from her the truth about Soul's condition.
Demon Blade Masamune! Torn Dependent Soul, Singing Heart's Rain? Tsubaki and Black Star are assigned the task of collecting the soul of the demon blade Masamune. When they come to the village where he is located, they encounter problems related to Black Star's past. The duo returns to the village after Masamune possesses the body of a young boy to confront him. Black Star manages to break the boy free from the sword's control and Tsubaki sends her spirit into the demon blade to confront the soul of Masamune, who is in fact her older brother.
Tsubaki, The Camellia: What Lies Beyond Sadness? Tsubaki is confronting Masamune inside the demon blade, but he's beating her easily. Masamune states that Tsubaki is not fighting him seriously. He also claims that the fact of her inheriting their family's techniques and not him was what led him to become evil. Just when Tsubaki is about to be absorbed by her brother, Black Star's voice reaches her, and she gains the will to defeat him, absorbing her very first soul in the process.
Courage That is Not Lost to Fear: Maka Albarn's One Large Determination? Stein lets Black Star undergo special training to control Tsubaki's Demon Blade form. Maka also wants training to become stronger, but she needs something more before she can do so. Meanwhile, Medusa is having a run-in with two other witches, Eruka Frog and Mizune, who do not like her staying at the Shibusen. Medusa, after stating her plans, reveals to them that she previously had implanted magic snakes in their bodies and easily kills Mizune. Eruka manages to escape after Maka and her friends appear to investigate. After realizing that she must overcome her fears of having Soul hurt, Maka tells Stein that she finally discovered what she lacks. Eruka is tracked down by Medusa, who orders her to infiltrate the witches prison and release a dangerous convict from there.
Man with Demon Eyes: Soul and Maka, the Gap of the Soul's Wavelength? Eruka has escaped with Free, whom Medusa orders to kill Soul and Maka. Meanwhile, the latter pair is undergoing serious training, but it's dangerous; it can hinder their soul waves from resonating ever again. Maka, Soul, Black Star, and Tsubaki travel to London only to run into Free, who further reveals himself as a werewolf and to be capable of using ice-based magic. After a desperate effort from Maka and Soul to work together, they are able to throw him into the river. The four begin to leave while Maka coughs up some blood into her hand, only to discover that the blood is black.
(Super) Written Test: Heart-Throbbing, Trembling, Nervous, Lies? A big test is coming up, and the students in Shibusen are all studying for it, one way or another. Maka feels she has to be the best in class like her mother was, but she has rivals in Ox Ford and Death the Kid. Black Star and Soul Eater cheat, and Maka gets the top score in class.
Black Dragon That Eats Souls: Cowardly Liz and Her Pleasant Companions? Kid and his weapons are investigating the Black Dragon, who have terrorized the Baltic Sea recently. The investigation leads them to a ship called Nidhogg, and a evil soul controlling it. As they find the evil soul, he sends Liz to the deck below, where she has to face some strange companions, but she has to gather the mental strength to get back to Kid and help in the fight. However, that's only the beginning of their troubles, because soon, the real Black Dragon arrives.
Fierce Fight at the Ghost Ship! The Hell in my Head? Kid's fight against Crona and Ragnarok continues, but in the end, they escape because of Kid's obsession with symmetry. Meanwhile, Stein has visited Medusa, and he ends up convinced that she is a witch. Therefore, he sends Sid to Medusa's house to investigate, but things will not go that smoothly.
Holy Legendary Sword 2: Drunk, Defeated, Bought, A Virtue? Ox Ford is searching for the legendary sword Excalibur. However, upon meeting him, he discovers that the holy sword is not quite what was expected, and he ends up having to listen to tales of the sword's past, as well as his 1000 rules.
Nightmare at the Night Festival: And the Act Rose Up? The students at Shibusen are celebrating its founding, and Medusa uses this opportunity to execute her plan. Free traps all the meisters and the Shinigami inside an Independence Cube, but Sid manages to let Maka, Black Star and Kid with their weapons, as well as Stein, escape. Now, they must go into the underground of Shibusen, where Medusa's goal lies.
Underground Battle Starts: Breakthrough, Medusa's Vector Arrow? Shinigami discusses the origin of the Kishin Asura along with Sid and everyone else, as the group underground is intercepted by Medusa. She will not let them pass that easily, and deploys one of her techniques, the Vector Arrow. However, it will not prove enough, as everyone goes through, except Stein, who stays behind to fight the witch. Death the Kid quickly goes through Crona, but Black Star is ready to fight as he reaches it. However, a determined Maka convinces him to let her take his place.
Black Blood's Resonance War! Small Soul's Large Struggle to Oppose Fear? As Black Star escapes and Maka starts fighting Crona, Stein is worried about the black blood that flows in Soul's veins, just when the duo is resonating and pushing themselves to the limit. Soul faces the imp inside him, but he receives a strange visit, Maka, as part of the imp's plan to take over their souls. The imp states he can give them more power. Maka accepts it in order to fight Crona; Soul ends up accepting it too. A crazy Maka with a funny, yet scary face, is the result.
My Soul's Report: A Dry Heart in an Unbearable Solitude Among Us...? Kid's having a tough job catching the enemies ahead, thanks to Eruka's bombs. Blair's also ready to fully engage with the Mizune family, now merged into one being. Maka has been taken by the black blood, but her true objective, after seeing Crona's true will, is to set Crona free of Crona's own madness. Soul is the one saving Maka and, after Maka gains control again, she ends up asking Crona to be her friend and shakes hands with Crona, as Soul watches from afar.
Seal's Shrine: Immortal Man's Mechanism Setup? Crona, after being freed by Maka, holds down Ragnarok so Maka and Soul can proceed. Meanwhile, as Kid chases his enemies, he is suddenly attacked by Free. None of his attacks work, even his Death Cannon, and he is suddenly possessed by his perfect mind disorders, only to be saved by Black Star. As Black Star attacks, Kid realizes the Free they were fighting was only a reflection, and the real Free is already far away with Eruka by the door of the sealed shrine. As soon as Eruka and Free enter the Shrine, they can feel Asura's soul wavelength. Both of them feel Asura's wrath before they realize it comes from the madness of the first kishin.
Dead or Alive! Revival with Interim of Illusion? Stein and Medusa's fight continues, with both suffering heavy injuries. As Medusa is ready to deliver a fatal blow, Stein states he stitched her all over her body, even her nerves. Meanwhile, Eruka is trying to inject the black blood into Asura's sealed bag, with Free protecting her, but both Kid and Black Star arrive. Unfortunately, both are targets of new hallucinations, thanks to Asura's madness, and the black blood is injected, resurrecting Asura. As Medusa expresses her joy, Stein cuts her in half, and as Asura struggles to come back to life, he throws out a scary smile.
Fight of the Gods: Death City's Collapse Crisis? As Asura struggles to get his past shape back, Kid and Black Star have a final attempt to stop him, but to no avail. Asura gets back to the surface and goes high into the air, after an unsuccessful effort from Maka to go after him. An old seal system set by Shinigami is activated as soon as Asura resurfaces, but Asura's power is able to get him free. It is enough, though, for Shinigami to arrive and have a deadly clash with the reborn kishin. He fails and Asura is able to run away, and he immediately orders Sid to summon the head Death Scythes in the world. As the group try to regain forces, a snake slithers out of a drainage pipe, after Medusa's been defeated by Stein.
Death Scythes Summoned! Preventing Papa's Personnel Changes!? While Maka and the other meisters and weapons are having fun playing basketball, Shinigami summons all the Death Scythes to Death City. Three of the eight Death Scythes, Justin, Azusa and Marie, join forces with Death Scythe (Spirit). Death Scythe is afraid this might mean that he will end up being demoted, but Shinigami orders him to be his weapon, Marie to be Stein's so she can restrain his insanity, and Azusa will take over Europe while searching for the escaped Asura. Justin is to stay on standby. Meanwhile, Maka's team has lost the basketball game, and as a punishment, she must go shopping with her dad, to Death Scythe's joy. At the end, Crona is in the guest rooms at Shibusen wondering what to do.
A Delightful and Shy School's Entry Experience! Shibusen's in the Midst of a New Life Fair's Aid? Maka and Marie struggle to try and integrate Crona into Shibusen as a student, after Shinigami's idea to do so. Meanwhile, Stein has to deal with his inner insanity. Maka, Soul and Crona visit a strange village, where building golems is popular, after a call to Shibusen about a rampaging golem. They receive weird glares from every villager, until they meet a strange fellow named Giriko. He suddenly calls a golem, the oldest of them, and actually reveals to be a weapon. As the golem uses him as a weapon, he attacks Maka, only for Maka to be saved by a decided Crona, who turns Ragnarok into a weapon and is ready to fight.
800 Years of Murderous Intent: A Witch's Descending Heresy? As Maka and Crona struggle against Giriko and the golem, Stein discovers a certain heretic soul is inside the golem. The soul reveals herself as Arachne, a witch that was defeated by Shinigami in the past and had to hide herself in that same golem. As Giriko easily beats up Crona and is ready to finish them off, Justin appears and confronts him, leaving Arachne with no choice but to run away with Giriko. The golem stays behind to slow them down, but Justin easily finishes it off. A small man, named Mosquito, brings Arachne and Giriko into a small hideout, where she, along with all her minions, swears to beat Shinigami.
Sword Saint Rises: A Sweet or a Salty Taste? While Maka is recovering, Sid receives a new report from Azusa about the location of one of Arachnophobia's labs, where a demon tool, which messes up people's morals, is being developed by Mosquito. While they lay out the plan to destroy it, Black Star follows them and also attacks the facility, and ends up facing Arachne's new bodyguard, Mifune. Even after using everything he has, he still cannot defeat Angela's bodyguard, but an ambush laid out by Sid, Nygus and Asuza gives him the opportunity to escape. In the end, Black Star gives a piece of candy to Maka, one that Mifune gave him to console her.
Medusa's Revival! Spider and Snake, Fate's Reunion? A little girl is taken over by Medusa's snake. She starts to act strange, and eventually leaves her house, much to her mother's despair. Meanwhile, Stein is determined to teach his students about duel arts, where they will be able to figure out how to resonate as a team. He starts their first lesson by telling Maka, Ox and their weapons, and also Black Star, unarmed, to go against him with all they have, but they end up failing and hurting each other. Medusa, in her new child form, gets to Arachne's castle, but she is not well received. She leaves the castle with a disguised Eruka, swearing to take something she left over at Death City.
Red Hot's Runaway Express! The Demon Tool Left Behind by the Great Demon Guru? Kid, Liz and Patti head over to a train station in the Sahara desert to investigate a possible demon tool being the power source of an unstoppable train known as the "Runaway Express". They find a little child at the station and end up facing the Fisher King, an Arachnophobia assassin, wanting to take over the tool for Arachne. The child is also revealed to be one of the Mizune family members, and all three sides struggle to get their hands on it. The Fisher King ends up being defeated by Kid, but he also ends up knowing his father had something to do with Eibon in the past, and decides to investigate it in the library, only to discover the book about Eibon had been requested two months previous by a person with an "M" signature. Kid deduces that the M stands for Medusa, as the book was checked out on the day the kishin was revived.
Drying Happiness: To Whom do you Shed Tears in the Moonlight Shine? Crona is experiencing a new life at Shibusen, and ends up going to a party with Soul, Maka, Kid and the gang. Crona encounters the newly revived Medusa, and she tells Crona that Crona must search around Shibusen for the vault. Crona does so, and is quickly found by Marie. Marie leads Crona to Crona's room, and Crona shortly meets with Eruka. Medusa, broadcasting through Eruka, tells Crona to drop a liquid in Marie's drink, and when doing so, they are able to hear Marie and Stein. Crona goes to Stein's house to talk with Marie, and adds the liquid to Marie's drink.
Holy Legendary Sword 3: Shibusen's Gang Leader Tale? Hiro, an ordinary Shibusen student who is always being ordered by his classmates, learns about the legend of Excalibur and decides to retrieve it in order to become a true hero. The students of Shibusen are surprised when they learn that Hiro indeed managed to make Excalibur his weapon, but Black Star, Kid and Kilik decide to challenge him together, and are defeated with a single blow. To continue being Excalibur's master, Hiro manages to successfully complete the 1000 requests ordered by him, but decides to discard him and return to his former life, as he could not tolerate his annoying sneeze, of all things.
Resonance Chain: Playing the Soul's Melodies? Stein continues to have moments of insanity caused by Asura's revival along with additional destabilization from Medusa's magic within Marie, which results in Shinigami's concern. Stein and Shinigami discuss the topic of "Brew", in which Shibusen and Arachnophobia are likely to meet in combat for. Shinigami instructs Stein to speed up the process of linking the students' souls together for greater offense. Kid, Maka, and Black Star are formed as a team, along with their weapons, and after many unsuccessful attempts, Maka accuses Black Star for their failure to do so. The two quarrel over the mishap, but in the end, Tsubaki convinces Maka to accept Black Star for who he is and the three successfully link their souls together.
Brew Contest! Clash, Shibusen vs. Arachnophobia? Shibusen and Arachnophobia are imminent to engage in combat over the demon tool "Brew". Sid and his team will contain Arachnophobia while Stein's group attempts to recover "Brew". Shortly after landfall, Sid's team is ambushed by Mifune's Arachnophobia team. Azusa and Sid spot Mifune and try to deal with him. Stein and Marie enter a strong magnetic field while the others wait behind, where moments later, the technician group is attacked by Arachnophobia. Ox Ford, Kim and Kilik hold off the enemies while Kid, Maka, and Black Star enter the field to find Stein and Marie. Inside, they see a previous appearance of Shinigami, which confuses them.
Mosquito's Storm! Old Days World's Time Limit is 10 Minutes? Maka's group meets Stein and Marie inside the field, and as their bodies are almost at their limit, the duo has no option but to leave the task of retrieving "Brew" to them. Meanwhile, outside the field, the skirmishes between Shibusen and Arachnophobia end when Kim gives the signal to retreat as instructed. She reaches the meeting point, only to find that none of her companions returned. While Ox and Kilik defeat all of Arachnophobia's forces near the field and enter into it to lend a hand to their friends, Maka and the others meet Mosquito, who claims to have "Brew" in his possession. After he reverts his body to a stronger form from 100 years ago, the team is easily overpowered by him, until Soul convinces his companions to leave the task of linking their Soul Resonances to him.
Release, Seven People's Resonance Chain! Concert of Creation and Destruction? Giriko battles Justin, and after getting hit by Justin's Law Abiding Silver Gun, Giriko retreats. After completing their resonance chain, Black Star, Kid, and Maka all have an excessive amount of power. This is due to Soul playing the piano with the 'little demon'. After making Mosquito exhausted, they all use their final attack. First, Black Star uses 'Shadow Star: Endgame Cleave'. Second, Kid uses his 'Death Cannon'. Finally, Maka uses a new attack called 'Demon Hunter'. They manage to deeply wound Mosquito, but they fail to kill him and let him escape. In the end, Shibusen's mission fails. However, it turns out that Mosquito acquired a fake "Brew"; the real "Brew" was stolen and is in the hands of Medusa.
A Great Detective's First Case: Shibusen's Secret Exposed by Kid? Arachne is convinced that "Brew" is defunct, when it is actually functional and in Medusa's hands. Meanwhile at Shibusen, everyone assigned on the "Brew" mission is depressed about their defeat against Arachnophobia, except Kid, who ponders about Eibon and Shinigami's association with him. He even confronts Stein and interrogates him about what "Brew" is and why Shinigami sought to possess it. Maka questions her ability of using 'Demon Hunter' while fighting Mosquito and talks to Shinigami about it. Determined to use 'Demon Hunter' again, Maka and Soul make an attempt, but they fail to do so. At the end of the day, a man named Joe Buttataki arrives at Death City at Shinigami's request.
Fighting Temptation: The Big Man's Uncontrollable Irritation? 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.
Crona's Escape: Show Me Your Smile, Please? Crona is visited by Eruka again, telling Crona to return to Medusa. Meanwhile, Arachne visits Asura alone in the mountains to ask for an alliance against Shibusen. Death Scythe brings Soul and Maka to Crona's room, showing them that Crona is gone, which causes Maka to look everywhere for Crona. Crona is outside of Shibusen walking in the desert sand and falls into a hole and sits there. Back at Arachnophobia, Asura has allied with Arachne. Maka and Soul find Crona in the hole and Crona cries, confessing about putting Medusa's snake in Marie's tea. Shinigami discusses with Death Scythe and Maka about Crona's betrayal when Sid suddenly announces that Medusa has come to Shibusen to surrender.
Cut the Cards: Medusa Surrenders to Shibusen? To win Shibusen's trust, Medusa reveals the location of the real "Brew", and proposes to give information about Asura's whereabouts in exchange for her freedom and protection of her peers. When Arachne moves on with her plan to spread the kishin's madness throughout the world, Shinigami decides to accept the deal. Marie later discovers that Stein is nowhere to be found.
Winding and Sliding: The Dancing Doctor, A New World? Stein struggles with the decision whether or not of return to home. Meanwhile, Joe Buttataki discovers a secret page in the book of Eibon, which shows it takes one last demonic tool to operate "Brew". Crona and Marie decide to search for Medusa and bring back Stein. Maka and the others, even with doubt about Shibusen, remain firm in fighting and defeating the kishin. Finally, the path that Stein is walking leads him to Medusa.
Charge! Baba Yaga's Castle: Why is Everything Suddenly so Unclear? Maka is confused due to the decisions recently taken by Shibusen, which is preparing for a huge battle against Arachnophobia, to defeat it along with the kishin and destroying the six madness amplifiers. Marie and Crona are the only ones who can deal with Medusa without breaking the deal with Shinigami. Maka, along with Soul, Black Star, and Tsubaki, go to Baba Yaga's castle when Arachne gives the order of attack. Justin starts a fight against Giriko. Maka finally decides to abandon the battlefield to go to help Crona, leaving the fighting to Black Star. Meanwhile, Kid is on the way to retrieve the latest demonic tool.
The Last Demon Tool: The Weaponless Kid's Impossible Mission? The battle against Shibusen and Arachnophobia continues. Kid, Liz and Patti arrive at their destination, a town called Sekikan, whose inhabitants had disappeared mysteriously twenty years before. For the sake of his partners, Kid decides to enter the village alone. Once in, he easily finds the demonic tool, but is attacked by a strange clown. Maka realizes she must feel the soul of one of the people that she is looking for to find them. Kid is chased by the clown, who is soon joined by another one just like him. Due to the symmetrical attacks of the clowns, Kid is unable to respond until Patty and Liz arrive to help and successfully defeat them. Shortly after the battle, a mysterious person communicates with Kid, questioning Shibusen's right to use the demonic tools. Justin, Black Star, Kilik, Ox and Kim are still battling.
Coward Crona's Determination: For You, Who Are Always By My Side? Maka and Soul try to seek out Crona and Marie via Maka's Soul Perception ability to find Medusa. Meanwhile, Crona and Marie manage to find Medusa's hide-out and battle with her and a maddened Stein. While Crona struggles in the battle with Medusa, and is about to be killed, Maka and Soul jump in and block the attack. Black Star continues to advance to Baba Yaga's Castle.
Demonslayer's Wavelength: Fierce Attack, Hatred of the Demon Hunter? Maka, Soul, Marie, and Crona continue their battle with Medusa and Stein, but are being overwhelmed. Marie asks Maka and Crona to concentrate on Stein, which gives her the chance to use the Wavelength of Redemption. Medusa uses the lull in combat to target Maka with an attack. Crona pushes Maka out of way and takes the full force of Medusa's attack. Crona is greatly injured by Medusa's vector blade. Maka is consumed by the madness and attacks Medusa with full force, and disarms her; before Maka can land a fatal blow, Stein protects Medusa, and this finally provides the opening Marie needs. Using the redemption wavelength, Marie saves Stein. Maka uses her demon hunter wavelength to defeat Medusa and save Rachel. Black Star finally reaches Baba Yaga's castle to battle Mifune.
Bravery? Bloodshed? Decisive Battle, Mifune vs. Black Star? As the rest of the team advances to Baba Yaga's Castle, Black Star battles with Mifune, when the latter injures Black Star critically, all hope seems lost.
The Miracle of Overturning a Table in Anger: Our Death City's Robot? Black Star revives, declaring that he will take the path of neither the warrior nor the demon, but will instead take his own path. He defeats Mifune with one swipe; however, he does not kill him, but instead invites him to be a teacher at Shibusen. They then go off to find Angela. Meanwhile, Eibon uses a key created from his own soul to activate Brew, which has been revealed to grant the desires of whoever uses it. Shinigami uses the Demon Tool to transform Death City into a giant robot, and swiftly enters the battle. After attempting to squish Baba Yaga's Castle to little success, it manages to reach inside of it, grab Asura, pull him out into the open and "eat" him, apparently trapping him inside the city.
The Weapon (Death Scythe) Shinigami Had: Towards Uncertainty, Filled with Darkness? Upon being devoured by the Death City mecha, Asura lands in the Death Room, where he is confronted by Shinigami and Death Scythe. Meanwhile Black Star, Tsubaki, and an injured Mifune find Angela in Baba Yaga's Castle. Shinigami and Asura begin to battle while Kid, Azusa, and Excalibur observe. As they fight, Asura begins to explain why he does what he does. He believes that all fear in the world is the result of people's imagination. Asura claims to no longer imagine, and plans to end all fear by spreading madness and preventing people from imagining again. Shinigami disagrees with him, and declares that he is this world's guardian. Shinigami appears to have the upper hand until Asura fires a large blast from Vajra at Kid and Azusa. Shinigami blocks the blast with his body and is gravely injured. Excalibur rebukes Asura who stands over Shinigami until he begins to have strange spasms and goes back to Arachne. As she embraces him, he kills her, saying he feared her, and devours her soul.
Asura's Awakening: The Arrival of the World's End? Asura, being injured from the battle with Shinigami, begins to put up a barrier around himself preparing for a deep sleep. Before the barrier closes, Maka, Black Star, Kid, and their weapons are the only ones able to get inside. Having devoured Arachne's soul, Asura grows tremendously in size and strength. When the fight against Asura begins, they do not appear to be injuring him, but Kid thinks they are as the barrier is weakening. They start a chain resonance with Soul playing the piano, but when Maka is about to perform Demon Hunter, Soul pushes himself too far and is devoured by the black blood. With Soul, the only one who can help them do a chain resonance, down for the count, Maka goes to bring Soul back, with Black Star and Kid protecting her.
Sink or Swirl?! The Men Who Exceed God? While everyone outside the barrier can only sit and wait anxiously, Kid and Black Star continue to battle Ashura with almost no results. Determined to avenge his father and protect the world, Kid begins soul resonance with Patty and Liz, but he is stabbed by Ashura and falls to the ground. Seemingly dead, Kid's eyes suddenly fill with a blue light and his soul becomes extremely powerful as he transforms Liz and Patty into a huge double cannon. Using his speed to his advantage, Black Star attacks Ashura and Kid follows with a massive cannon explosion. With so much power however, Asura still stands, though he has changed form again. Meanwhile Maka is locked in a room with the demon disguised as Soul, however, by his wierd behaviors Maka realizes he is a fake. Risking being devoured by the black blood, she decides to open a locked box to free the real Soul. She enters the box and is followed in by the demon, however she is able to reach Soul and saves him from the darkness. Having lost control of the situation, the demon becomes small and Soul eats him in one gulp. The two of them return to the battle together to find everyone else laying unconscious and Ashura still undefeated.
The Password is Courage! As the two realize that the kishin was still undefeatable, Asura confronts Maka and Soul. Maka's last hope of defeating Asura was her anti-demon wavelength and demon hunter. But still Asura can deflect all of her attacks. As Asura shoot at her, Soul blocked himself to defend his partner and bringing him to unconscious state. Maka attacked him and was easily defeated, as Asura was going to finish the job, he noticed that Maka has developed the ability to transform into a weapon. Still Asura can deflect her attacks, but Maka was relieved since she's not afraid of anything now, giving her more courage that cause the Kishin to confuse what was courage means. Asura felt fear as Maka approaching him and giving her last blow. She punched the kishin's face, and the kishin was defeated. Everyone gained conscious, and very thankful that the kishin was gone, except for Kid that still worrying even if Maka defeated Asura, the future Kishin will be born. Maka was not worried at all since everyone has courage inside their hearts. The episode ended with Maka jumping at her friends.
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