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Arachne's Disembodied Form

Arachne(800 Yrs. Ago)

Arachne Gorgon
Heretic Witch, Spider Queen
Professional Status





Leader of Arachnophobia



Personal Status



Over 800 Years Old



Eye Color

Black(Sometimes Red)

Hair Color



Medusa(Younger Sister) Shaula(Younger Sister) Crona(Niece/Nephew)


Manipulator, Madness of Insanity(Variant)


Spider Magic, Mind Manipulation



Arachne Gorgon (アラクネ, Arakune Gōgon), known as "The Heretic" witch, Arachne becomes the second major antagonist. She is the leader of the massive Organization "Arachnophobia" and is referred to as the mother of all Demon Weapons. She is the eldest of the three Gorgon Sisters — which includes Medusa and Shaula Gorgon, making her Crona's aunt. Her animal theme is the spider.


I will defeat you... Death.


Arachne is portrayed as a calm and intelligent individual. She rarely, if ever, shows any form of distress other than mild irritation; she showed no irritation when Mosquito told her that BREW was damaged in the explosion and left useless, and even used it as an advantage to trick Shibusen into thinking they still had BREW intact by withholding the true information. Likely due to her abilities, Arachne is not above taking advantage of someone's weaknesses and using it to influence them into joining her. She has done this using the Moral Manipulation Machine on Kim and Jackie, and later on using her powers to influence Soul Eater Evans.

She also, like Medusa, is a sinister individual. She is manipulating and cunning. She also holds little disregard for anything she deems unworthy to her or her cause. She rarely shows any visible signs of fear or anger. In the anime, she only shows anger in one instance, in which she expressed her deep hated towards Death[1]. She also has no fear in creating opportunities with ending his life. She even rigged a facility on the Lost Island in an attempt to end his life.[2]

Arachne also greatly enjoys champagne--the finest vintage. In almost all of her scenes, she is seen drinking one. When she had emerged after 800 years and met with Mosquito, the first thing she asked for was champagne. In the anime, she preferred to drink wine moments after being nearly strangled to death by Asura.

Arachne's Soul
Arachne's soul
Blackstar1Added by Blackstar1
She carries herself in an aristocratic manner, as if she were from a noble stock. This is further supported by the fact that she prefers only the finest champagne. She is almost never seen standing up. Immediately after awakening, she was quickly seen atop a golem watching over the ongoing battle. When she wished to retreat, instead of simply walking away, she was carried off by Giriko. She was welcomed by her butler while walking on a red carpet and is driven by him in a luxurious limousine.

She seems to be a power-hungry individual. Her goal is to replace the World Power that is Shibusen and become the "Mother Of All".[3]

Like her sister, Medusa, Arachne also seems to express particular interest in "madness", eventually becoming madness itself within the Manga, while in the Anime, Arachne is instead allied with Asura but still plans to use madness created by Asura for her own goals.


Arachne has an extremely pale and flawless complexion, making it appear like she’s almost constructed entirely out of porcelain. She has a curvy figure, with very large breasts, a thin waist and wide hips. Her facial features comprise of long dark black hair, worn in an upwards manner with two long strands that frame either side of her face, and eyes that have both completely grey irises and pupils, each containing a black spider web pattern.

Her typical clothing consists simply of a long black sleeveless dress; however, this dress is incredibly long, in that it completely conceals her feet, while ending in eight small trailing pieces of fabric like the legs of a spider. A narrow black band encircles her neck featuring a small spider emblem that lies at its front and eight extensions that protrude outwards upon the back, with four emerging from either side. Spider web netting branches the gap between the band and the dress, extending downwards from the aforementioned spider emblem. Two large "sleeves", separated entirely from the dress, are worn on her arms, ending just after her elbows. Each of these "sleeves" also display four protrusions, appearing at the ends of the significant amount of overhanging fabric. She also wears two spider earrings that hang downwards from her ears.

Arachne often carries a rather large black folding fan that is garnished with a spider web pattern.


Grim Times

Arachne and Shinigami
Arachne being hunted by Shinigami, 800 years in the past
Blackstar1Added by Blackstar1

Arachne is known as the mother of all Demon Weapons. Following instructions found within the Book of Eibon, Arachne created a Demon Weapon by combining the shape-shifting powers of a witch, a normal human, and an inanimate weapon. This was, of course, done after killing the witch and the human first. After this, she is hunted down by not only her fellow Witches, but soon by Shinigami himself.

During her battle with Shinigami, Medusa, her own sister, betrayed Arachne and left her to perish. She ultimately broke her soul down to small spiders which, 800 years later, recollected and formed back into Arachne. In the period between these two events, these numerous spiders spread out throughout the entire world, gathering information in preparation for Arachne's return.

Powers & Abilities


  • Immense Magic Power: Despite having little physical attacks & Soul Wavelength size, Arachne has displayed mastery in her power, able to split her soul into pieces after being cornered by Death, a feat only those with advanced skill and understanding can do. [4]Despite also having a smaller wavelength than Medusa, Medusa opted out to having Maka battle Arachne instead of her, as her magic mind attack have been shown to overpower her. She's arguably one of the most powerful witches in the series.
  • Magic: Arachne is extremely skilled in using her magic to Manipulate the mind of others. She was able to quickly dispatched Medusa after gaining her disembodiment in the manga.[5] While her magic is strong, Strong willed indidviuals like Black Star have resisted it. Certain Genetic abilities like Maka's(Anti-Demon Wavelength) makes her immune to Arachne's Magic.
  • Tracking Spiders: Arachne has the ability to place magic spiders that emit from her body in strategic locations and monitor the area. They function in a manner similar to a surveillance camera. They can also be used to find people all over the world, such as when Arachne uses it to locate Asura.
  • Disembodiment Form': In this form, Arachne gains the ability to turn into "Mist-like" Madness and is able to reform into her normal appearance and take a Spider-like appearance. Her powers are also amplified, able to not create webs almost at will, her mind attacks become potent enough to take out Medusa and cause difficulty to Shibusen soldiers, that included Mira Nygus, Sid Barrett, Black Star, and Tsubaki. She also gains the ability to cause more physical harm then she was able to in her Human form.[6]
  • Insanity Wavelength: Arachne is able to release an insanity wavelength at her will. Stein was able to sense her power from Shibusen, despite making her Reappearance around the Czech Republic. After gaining her disembodiment form, Even Shibusen instructors like Sid Barett and Mira Nygus have a hard time overpowering it with their will.[7]. It's very similar to Asura's Insanity Wavelength.


  • High-Level Intellect: Like her sisters, she displays high intelligence. It is because of her contributions that Eibon's most powerful and arguably most dangerous Demon tool, BREW, was created. Clay also mentioned that She was a Demon Tool Development Expert. [8]
  • Skilled Combatant: Despite preferring to take down her enemies from afar,She was able to block an attack from an enraged Crona using Ragranok with her fan with ease and slapped him/her, commenting about how she has aged.[9] She also has battled Death and survived.


Threads emerging from the Oldest Golem, containing Arachne's soul at the time
Blackstar1Added by Blackstar1
  • Threads: Arachne can create threads that leave a person immobilized for an unknown amount of time - possibly depending on how strong the subject is. In her disembodied form, it appears that she is able to produce massive quantities of these threads and launch them at her opponent. However, it is not seen whether or not they have the same effect, as Maka was protected by her Black Blood dress.


Due to her status as a Witch, many humans look down upon her as an natural enemy. However, this hate doesn't extend to just humans, but that of witches due to her labeling as a Heretic. However, many who meet her face-to-face are often fooled by her appearance and manipulative skills. Her allies are mainly those affiliated with Arachnophobia see her as an inspirational leader and follow her with great pride, almost blindly, in a similar manner to how Shibusen follows Death's cause.


  • Shinigami
    Although much of their history is unknown, it's obvious that she detests Shinigami on a personal level. This may be because of Shinigami hunting Arachne, severely wounding her, and nearly killing her. In the anime, when she talks to Asura, it is revealed that she holds a deep hated for Shinigami and wants to kill him. She also sees him as a rival, proclaiming after her revival "I've won, Shinigami." She's also the only character shown to have actively attempted to end his life.


  • Mosquito
    Mosquito is fiercely loyal to Arachne and regrets leaving her alone after her supposed death. He has been with Arachne for over 800 years and patiently waited for her return. In return, she seems to respect him. She's also didn't punish him, despite failing a mission and gives him another chance. However, there's a likelihood that like Giriko, he's just as expendable.
  • Noah
    It appears as though he and Arachne struck a deal with each other before he presumably betrayed her for unknown reasons.
  • Giriko
    Giriko has sided with Arachne mostly for the desire to fight and his hate for Shibusen; However, he later displays signs of true loyalty towards her, joining Noah's group in order to avenge her death. In turn, she seems to be some sort of a motherly figure for him. In the anime, however, she shows that he's still expendable to her, disregarding for his life during the battle between Arachnophobia and Shibusen.
Asura killing Arachne before eating her soul
  • Asura
    In the anime she plans to use the Kishin's madness wavelength. She takes the ruse of that of a motherly figure towards him, promising him that all his fears will vanish, and accompanying him in her bed. This ultimately leads to her downfall in the anime, as Asura mistakes this "love" for a new fear, causing him to kill her and eat her soul.


  • Medusa
    800 years ago, Medusa betrayed Arachne during her battle with Shinigami. Due to this, there is likely tension between Medusa and Arachne. Medusa is also the younger sister of Arachne. The tension between them was touched upon during Arachne's battle against Maka, during which the two proceeded to verbally insult each other on various topics.
  • Crona
    Crona is the son/daughter of Medusa, Arachne's sister, which makes him/her Arachne's nephew/neice. Just like her sister, she doesn't have any love for Crona and tried to trick him/her to join her, claiming that, even though Medusa didn't give him/her love, she can. However, Crona saw through her lie and attacked her. She easily defeated him/her and, seeing that she couldn't have Crona on her side, she had no problem with coldly giving the order to kill him/her.
  • Shaula Gorgon
    As Shaula's older sister, she shares some of the traits common to the Gorgon Sisters-Interest in experiments, and witchcraft. It is unknown how Arachne treats her youngest sister, as they are never seen together.

Part in the story

Trial Run

Arachne emerges as the spiders she had separated herself into and spread across the lands convene and congregate into her; Arachne's apparition and wavelength serves to remind Crona of Medusa. Giriko decides to explain the situation, though she needs none, as she had watched the entire world for 800 years by scattering her spiders. She knows all about Soul and Maka and about Medusa's child, Crona. Arachne makes a sharp diatribe regarding Crona's need for love. This insult would only elicit anger which galvanizes Crona to attack Arachne. Arachne easily blocks the attack and serves a well-handed hit to Crona's face with her folding fan. She then orders Giriko to erase Crona. Giriko is soon interrupted by Justin, who now battles against him. After a while of fighting, Arachne grows tired and proposes that they withdraw. Angered that he was unable to finish his battle against Justin, Giriko bitterly carries Arachne off.

During their next scene, Arachne and Giriko are walking on a red carpet, with Mosquito patiently awaiting Arachne beside their limousine to drive to her castle. Once there, she is greeted by countless followers. She then proclaims "I've won, Shinigami."


Eventually, the witch Arachne forced Mifune to protect her and Arachnophobia.


Arachne was disappointed in Mosquito for the destruction for the Moral Manipulation Machine.

Reunion Express

Arachne meets Medusa again.

Brew Tempest

Arachne was in the flashback at the battlefield of the Temple.


Arachne has Mosquito get Kim and her weapon partner.

Arachne's Disembodied Form
Arachne's disembodied form
Blackstar1Added by Blackstar1

Operation: Capture Baba Yaga's Castle

After Arachne's resurrection due to Asura's madness, Arachne heads to her massive Organization "Arachnophobia" and begins her "Magic Training"

Arachne is later discovered by Maka, Soul, and Medusa and presumed dead for unknown reasons - it is suggested that she was killed by Noah under her own orders. Shortly after this though, Maka detects the presence of Arachne within the same room containing her dead body. Soon, Arachne makes her presence known as an entity of madness and no longer bound by her body, in the hope of allying herself with Asura (though only to gain his power as her own, of course). As such, she had grown even more powerful, that not even Medusa could stand against her for more than an instant. Maka, however, manages to resist her mental attack, which Arachne notes is due to her Soul Perception and anti-demon wavelength.

As the two fought, Soul, in his spirit room, is confronted by the Little Ogre once more, urging him to call upon the black blood to help Maka. However Soul points out that doing so will only push them into madness faster and shows the imp Arachne's spider threads over the room which she is using to attack everyone within the castle. However he devises a way use them by using his Soul Resonance through them via his piano playing to counter Arachne's power, the plan works allowing Maka to hurt Arachne's disembodied form. Eventually Arachne is knocked down as Maka standing over her with an evolved Witch Hunt, citing she will take Arachne's soul.

Soul swallowing Arachne's soul
Soul eating Arachne's soul
Blackstar1Added by Blackstar1

Arachne refuses to give in however and continues the fight, but the black blood (designed as a dress) on Maka is too resilient and Arachne finds she used up too much power in her previous attacks. Just as Maka is about to give the final blow, Arachne blames her loss on her lack of power. Maka, however, counters that she just is simply stronger than her (something Medusa had noticed as she watched the fight) before striking her down and reducing her into a soul which Soul takes for himself.

However after Arachne is defeated, Medusa takes her discarded body as her own, revealing that the entire raid was a plot from the beginning to do so and she was using Shibusen as a means to an end. Before she can kill Maka (citing that her soul perception was too dangerous to witches), the death scythe Tezca Tlipoca and his meister Enrique stop her. Medusa then flees after Tezca mentions that Shibusen are about to storm the castle and when a spider web came from Medusa's eyes, which could imply the possibility of her revival through her sister.


Later on, after Maka and Soul manage to gather their 99th soul, Soul is given Arachne's soul as the primary witch's soul to become a Death Scythe.


Giriko's reaction appears to be happy as he thinks Arachne still lives and is possibly pretending to be dead like Medusa.


Before the battle at Baba Yaga Castle, Arachne allies herself with Asura, hoping to use his madness wavelength to further her plans. During the battle at Baba Yaga Castle against the DWMA, her plans backfire on her. Asura ends up fearing what might happen if she were to betray him. Rather than Maka defeating her like in the manga, her own ally Asura kills her and devours her soul.


  • Despite being one of the Gorgon sisters within the series, she does not share the same name as one of the actual Gorgon Sisters of Greek mythology, rather she shares her name with a woman who was turned into a spider by the goddess of wisdom Athena, who also was the one who turned Medusa into her hideous form. It is worth noting that Arachne, Αράχνη in greek, means spider
  • Although Arachne's soul was shown to have what resembled spider legs protruding from the sides, it looked like a plain soul when it was eaten by Soul.
  • When Black☆Star fought Mifune, Mosquito commented on how Arachne's sister was the one that created the Demon Weapon that was from Tsubaki's clan, possibly hinting at the third Gorgon Sister, Shaula
  • Commenting on the way Arachne had 'died', like Giriko (who had not died but rather got a new body), Giriko presumes that Arachne is, in fact, alive, using trickery to avoid permanent death like Medusa constantly does.
  • Though it could be a design coincidence, Both Arachne and Asura have the same skin complexity.


  1. Soul Eater Anime, Episode 38
  2. Soul Eater Manga, Chapter 34
  3. Soul Eater Manga, Chapter 58
  4. Soul Eater Manga, Chapter 30
  5. Soul Eater Manga, Chapter 58
  6. Soul Eater Manga, Chapter 58
  7. Soul Eater Manga, Chapter 59
  8. Soul Eater Not! Manga: Chapter 14
  9. Soul Eater Manga, Chapter 25

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