Maka defeats Arachne
Operation Capture Baba Yaga Castle Arc
Arc Info

Chapter 46 - Chapter 60



Arc Guide
Deal Arc
Grigori Arc

The Operation Capture Baba Yaga Castle Arc is the fifteenth story arc in the manga Soul Eater. In this arc, a small force compared of DWMA students and Medusa's army infiltrate Baba Yaga Castle, the main base of operations for the powerful organization Arachnophobia, in order to assassinate Arachne Gorgon and rescue Kim Diehl, Jacqueline O'Lantern Dupré, and Crona.

While this arc has similarities to the anime-only arc Arachnophobia vs DWMA, this arc is exclusive to the manga.

Featured DebutEdit






Death and Medusa make a dealEdit

Medusa Gorgon explains the truce she has in mind to Death and Spirit Albarn: she will lead DWMA students, along with members of her army, to infiltrate Arachnophobia's headquarters at Baba Yaga Castle and assassinate Arachne Gorgon. She claims that, as she was a physician at the Academy, she will make the protection of their students her top priority. Despite Spirit's criticism, Medusa says that, with her magic, she is the only one present at the Death Weapon Meister Academy who can get Death's soldiers through Arachne's Sensor Threads, a spiderweb around Baba Yaga Castle that, if tripped, alerts Arachne immediately to anyone's arrival. She also says that the Sensor Threads' locations are changed periodically by Arachnophobia, so if this mission is to be successful, they have only a few days before her intelligence is obsolete.[1]

Later, Death informs the DWMA that he has agreed to Medusa's terms. He proceeds to put together Medusa's team of students, but after contacting Tsubaki Nakatsukasa at her family's residence in Japan, he learns Black☆Star will not be available for this mission, as he still has not been able to guide the Will of Nakatsukasa.[1]

Black☆Star persuades the Will of NakatsukasaEdit

Soul Eater Chapter 49 - Father and daughter reunite

Father and daughter reunite

Earlier, Tsubaki arrived at her family's residence, where she is greeted by her father, Sanjuro. The two briefly discuss her battle against her brother, which ened with her killing him. Sanjuro assures Tsubaki that Masamune trusted his power to her, but he senses that she brought home a guest: Black☆Star, who is outside the house, twirling on one foot, attempting to re-center the Earth around him. While Tsubaki is mortified, Sanjuro is amused by Black☆Star and welcomes him to their home. That evening, after eating and bathing, Black☆Star seems to fall asleep easily, while Tsubaki struggles.[2]

The next day, Tsubaki sees Black☆Star woke up before her and is already training. As Sanjuro watches, he wonders why Black☆Star fights, asking whether he intends to follow the Path of the Demon. Black☆Star says desires more power, even if that means being on the Path of the Demon. Elsewhere, Tsubaki stares at a photograph of her and her brother, as she prays to him to help her determine how to help Black☆Star. She does not realize that Black☆Star overhears her.[2]

That night, Black☆Star looks at the night sky, thinking how awful is his name, which can mean "The World of Darkness," that which steals hope away from others. Tsubaki joins him to look at the sky. Black☆Star asks, as the last survivor of the Star Clan, whether he is destined like his family to "live in blackness." He then realizes that, if he is to be the black sky, then at least Tsubaki can be those shining stars in that blackness. Black☆Star then asks Tsubaki for a favor: he wants to see the Will of Nakatsukasa, that being within Tsubaki, one more time.[2]

Soul Eater Chapter 49 - The Will of Nakatsukasa bows to Black Star

The Will of Nakatsukasa bows to Black☆Star.

Upon resonating with Tsubaki, Black☆Star is pulled into her Soul Dimension, where the Will awaits him. Black☆Star assumes a fighting pose, demanding the Will look inside his soul. Limbs splash out of the water below his feet, pulling him down. The Will explains these beings are the souls who failed in their pursuit for ultimate strength, devoured by the Demon. After Black☆Star tries to disentangle himself from those souls, they dissolve, forcing themselves into Black☆Star's mouth until he collapses, silent. The Will tells Black☆Star that, with their souls inside him, Black☆Star can feel the despair as those warriors did. Seeing Black☆Star crying and unable to stand, the Will refers to Black☆Star as a child overwhelmed by despair. But Black☆Star stands, claiming that, now that he realizes the fear other warriors have felt, he will not surrender. He tells the Will that his tears are not his own but of those who died in misery, and he promises to walk the Path of the Warrior, and to take the Will to where he has never been. Hearing Black☆Star's words, the Will bows to him, returning Tsubaki to her body with the promise that they will join Blakc Star. Black☆Star replies that his goal now was that of Masamune, and he promises to make it come true for Tsubaki's brother. A crying Tsubaki agrees.[2]

Sid forms Medusa's teamEdit

Meanwhile, back in Death City, Sid Barrett gathers candidates for Death to place on Medusa's team: Maka Albarn, Soul Eater, Ox Ford, Harvar D. Éclair, Kilik Rung, and Fire and Thunder. While Soul and Kilik want to refuse the mission, Maka says working with Medusa can allow them to learn where Crona is located, and Ox intends to find Kim Diehl and Jacqueline O'Lantern Dupré at Baba Yaga Castle and bring them back to the DWMA. Soul and Kilik acquiesce.[1]

Sid later informs Death and Medusa that his students have agreed to join his mission, but he makes two additional demands. First, Death the Kid and the Thompson sisters will be part of Medusa's team in case she turn against the DWMA. Second, Azusa Yumi will be positioned outside of the range of Arachne's Sensor Network, watching Medusa—and will perform a sniper assassination against the witch should she get out of line. Medusa smirks, unsurprised by Sid's distrust.[1]

Traveling the AmazonEdit

The next day, Medusa's new team arrives in the Amazon. Despite her students' frustration with her, she admits she will depend on Maka's Soul Perception to locate Arachne, and saves them from triggering the Sensor Threads hidden in the Amazon and from the attacks of a Squid(?), a result of Arachne's magic pollution.[1]

The team arrives at a mineshaft dug earlier but now used by Medusa to gain entrance to Baba Yaga Castle. They are met by an Arachnophobia agent, revealed to be one of the Mizune Family, who will guide them inside. Medusa orders the students to follow.[1] While Medusa and Mizune lead the DWMA students in the mineshaft, outside a Mysterious Bear and a Mysterious Monkey follow in secret.[3]

Traveling the MineshaftEdit

Inside the mineshaft, Maka senses their souls, but Kid covers her mouth before she can speak. He explains the Bear and the Monkey are a Death Weapon and his meister trailing them without Medusa's knowledge, as a safeguard against her treachery.[3]

Kilik interrupts, holding out to Kid the soul of the Squid(?) monster that they eliminated. Upon collecting the soul, Medusa and the students are surprised that light emanates from Kid's back pocket. Kid claims he was keeping a flashlight in his pocket, which fails to convince his teammates. Actually, Kid is hiding the fact that the light shines from BREW, which Death gave to him to keep in his pocket and which activated upon the use of shinigami powers. Medusa realizes Kid holds BREW, but she keeps this information to herself.[3]

As the students set up camp for the night, Maka confronts Medusa to ask where is Crona and why she is willing to work with the DWMA. Medusa claims Arachne captured Crona, and she wants the DWMA's help to save them. While Maka seems convinced, Soul reminds her not to trust Medusa.[3]

Exploring Baba Yaga Castle and drugging GirikoEdit

The next day, Medusa and the students continue through the mineshaft, arriving just underneath Baba Yaga Castle. Eruka Frog arrives, disguised as an Arachnophobia agent with additional uniforms for Medusa and the students.[3] Upon entering Baba Yaga Castle, Medusa quickly disappears amongst the crowd of similarly dressed Arachnophobia agents--and a chief of Arachnophobia separates the students for various tasks: Maka, Liz, and Patty are assigned to clean Giriko's bedroom; Ox, Harvar, Kilik, and Fire and Thunder are to play chess with Mosquito, and Soul and Kid are to entertain Angela.

Sleeping Powder

Patty laced Giriko's drink with sleeping powder

At this time, Liz manages to distract Giriko with conversation while Patty drugs Giriko's drink, allowing Maka to escape without Giriko recognizing her from their previous battle in Loew Village and knocking him out so he cannot assist Arachnophobia member.[3][4]

Later, the students, exhausted, are delighted to reunite with Medusa.[3]

Medusa's team begins their attack on Baba Yaga CastleEdit

Soul Eater Chapter 48 - Medusa performs Vector Conduct

Medusa performs Vector Conduct upon Ox and Kilik

Inside Baba Yaga Castle, Medusa explains that, to destroy the magical gates in front of Arachne's Spider Queen Room, the students must work with her Army to destroy eight Demon Tool Locks. She then performs Vector Conduct on Ox and Kilik so that they can follow arrows she left earlier in the castle to the separate Locks. But when Medusa assigns Kid, Liz, and Patty to destroy a Lock, Kid refuses, as he is tasked by the DWMA to monitor the witch. Medusa explains Kid is substituting for Maka, as she will be needed to use Soul Perception to guide Medusa through the traps inside Arachne's throne room. After Maka convinces Kid to agree with this revised plan, the teams separate.[5]

Meanwhile, in the Amazon, Azusa Yumi and DWMA agents stationed there contact Ox through Telesynchronization Thousand-Mile Eyes, reminding Ox to contact her in case of any problems with Medusa. Sid is then interrupted by the arrival of Black☆Star and Tsubaki, who are ready to join this mission. At that moment, inside Baba Yaga Castle, alarms sound, as Maka, Kid, and Arachnophobia bodyguard Mifune all sense Black☆Star's arrival.[5]

Morality Manipulation Room: Ox and Harvar versus Kim and JacquelineEdit

Along their way to their Lock, Ox, Kilik, Harvar, and Fire and Thunder hear Arachnophobia technicians discussing good results from recent tests of the Morality Manipulation Machine. Ox then senses Kim's Soul Wavelength. With Kilik's encouragement, Ox and Harvar leave him and Fire and Thunder to bring Kim and Jacqueline home.[5]

Soul Eater Chapter 48 - Kim stabs Ox

Kim stabs Ox

Ox and Harvar enter a room full of fog, full of unmasked and collapsed Arachnophobia agents, dazed and giddy. Ox and Harvar take separate paths to find Kim and Jacqueline quickly before the fog affects them. Ox manages to find Kim and Jacqueline. While Ox is joyful, he is surprised how flirtatious Kim is behaving--more so when she then stabs him in his abdomen.[5] Kim kicks the collapsed Ox and Jacqueline fires at him, as they brag how Arachnophobia brainwashed them with the Morality Manipulation Machine. Harvar arrives, prompting Kim to wield Jacqueline against both him and Ox. Ox urges Harvar not to fight their brainwashed peers, but Harvar refuses: he uses his own blade to impale Kim.[6]

Soul Eater Chapter 51 - Kim healed

Ox discovers Kim healed from Harvar's impalement.

Despite his gut wound, Ox stumbles forward to Kim, intending to apply some of Stein's first-aid training to her. Lifting Kim's shirt, however, Ox gasps in surprise: her wound is gone. Kim reawakens and continues her attack on Ox and Harvar, while explaining that, as a tanuki witch, she has Regeneration Magic to heal herself. Kim goes on to explain that, because she was not swayed by the Pull of Magic to be destructive like other witches, she was ostracized for healing rather than destroying. Because witches would not accept her, and because the DWMA showed it would not accept a witch like her, she came to Arachnophobia as a last option. [7]

Soul Eater Chapter 51 - Kim cries

Despite the Morality Manipulation Machine, Kim still cries.

Kim claims she feels so free now that the Morality Manipulation Machine has allowed her to become the witch she was meant to be. Ox disagrees: "If that's true, then why do you have such a sad look on your face?" Kim is smiling, but she cannot stop crying. Ox begs Kim to return to the Death Weapon Meister Academy, where her friends wait for her. Kim refuses, pointing out that people at the DWMA will not change their regard for her, any more than Ox cannot change himself, even his haircut. Ox replies that he thinks people can change, and to prove it, he tears out of his hair, his two pillars. He asks Kim that, if she will not return to the DWMA, could she return to him: "Will you let me be your home?" Kim's tears increase as she sets down Jacqueline and stops fighting: the effects of the Morality Manipulation Machine no longer hold sway over her. But Jacqueline transforms back into human form, flames spiraling around her fists, refusing to trust that Ox will not betray them. Kim orders her partner to stop, but it requires Harvar to shock the back of Jacqueline's neck to knock her out until they can reverse her brainwashing with the Morality Manipulation Machine. Ox cannot stand much longer, however, clutching his wound. Kim heals Ox's injury, then reattaches his hair--before leaning forward to kiss his nose.[7]

Tower Two: Kilik, Fire, and Thunder versus Demon Tool SoldiersEdit

Artifact Soldiers

Kilik discovers Demon Tool Soldiers

On his way to Tower Two, Kilik struggles to break up a fight—under his cloak atop his head—between Fire and Thunder. An Arachnophobia technician mistakes Kilik for a Demon Tool Soldier, escorting him to Tower Two. Here, Kilik is disturbed to see a variety of oddly-shaped individuals of varying appearances, some with extra heads, some appearing like sharks and spiders, some as cones.[6] Shortly after, Kilik, Fire, and Thunder remove their masks and cloaks, revealing themselves as DWMA agents[8]--but the Demon Tool Soldiers assume Kilik and his weapons are just some new model. Kilik orders Fire and Thunder to transform, as he intends to use each of his hands' Vector Boost magic attacks against these soldiers. He initiates one on Fire, engulfing numerous soldiers in flames who are only more confused, still thinking Kilik is a Demon Tool Soldier but with a "bug." Kilik then initiates his last Vector Boost with Thunder, producing Double T to electrify other soldiers.[9]

Demon Tool Soldier 2

Kilik faces Demon Tool Soldier 2

Despite Kilik's destructive attacks, two soldiers remain standing: the Insight Demon Tool Soldier and Demon Tool Soldier 2. While the Insight Soldier analyzes Kilik's bodily traits, the towering Soldier 2 announces he has been programmed in all of the world's forms of martial arts, who quickly attacks Kilik. However, because Soldier 2's fighting is predictable, Kilik manages to defeat him when he performs his sumo fake out. The Insight Soldier then reveals he can predict an opponent's actions twenty moves in advance--but he almost immediately surrenders, claiming that in reading those next twenty moves he could see no way to defeat Kilik. Kilik responds by punching the Insight Demon Tool Soldier in the head with a left jab—which the Insight Demon Tool Soldier claims he predicted.[9]


Morubi arrives

Two other Demon Tool Soldiers witness Kilik's attack and complain that they are not strong enough to defeat this meister. But one Soldier reminds the others that there is one Soldier, created by Eibon himself, who can stop Kilik. This Soldier arrives: Morubi, the tiny Toy Demon Tool Soldier. Kilik is unimpressed—but Fire and Thunder revert to their Shaman forms and, like the children they are, rush forward to play with the toy Morubi. Kilik then sees that he now faces towering Demon Tool Soldiers, while he is now unarmed.

Soul Eater Chapter 54 - Harvar kills Morubi

Harvar kills Morubi

While Fire and Thunder play with Morubi, Kilik tries to dodge the other Soldiers' attacks. A Demon Tool Soldier lunges at Kilik, but he is sliced in half by Lightning King Drill, performed by the newly arrived Ox and Harvar. Joined by Kim and Jacqueline, now freed of Arachnophobia's brainwashing, they destroy the other Soldier chasing Kilik. Harvar quickly stabs Morubi through the head, frightening Fire, Thunder, Kim, and Jacqueline.[9]

Kilik and his teammates eventually find Tower Two's Demon Tool Lock and destroy it.[9]

Tower One: Eruka and Mizune versus ArachnophobiaEdit


Mizune merges

Meanwhile, in Tower One, Eruka complains to three of the Mizune Family at how Free got lost and now it is up to them alone to destroy Tower One's Locks. Eruka and the Mizune take on their animal forms to sneak through the Castle's pipes to enter the Lock Room. While Eruka sets her Tadpole Bombs, the Mizune use Merge to transform into Squeak Squeak Squeak x3 to decimate nearby Arachnophobia guards with Beam Whiskers. Having planted the bombs, Eruka calls Mizune to retreat. As they depart, Eruka turns back and blows a kiss to the remaining agents, before the bombs explode and destroy Tower One's lock.[9]

Tower Eight and Security Room: Kid, Liz, Patty, and Free versus Mosquito and NoahEdit

Meanwhile, while Arachne is preparing her magic in her Spider Queen Room, Mosquito demands to know what has led to alarms and explosions. Suspecting someone is destroying the Demon Tool Locks to enter Arachne's Spider Queen Room, he increases security and proceeds to Tower 8.[6]

Soul Eater Chapter 51 - Free arrives

Free arrives--at the wrong tower.

At Tower Eight, Kid refuses to go any further because the path they have taken up this point has had a perfect symmetrical pattern—left then right—only now they must make another left. Liz and Patty have Kid shut his eyes so he stop noticing the asymmetrical path--but Patty shoves him into a wall. However, Kid then senses an opponent lurking in the shadows: Mosquito, taking on his 100 Years Ago form, has arrived to block their path. Before Kid can attack, they are interrupted by the unexpected arrival of Free, who got lost on his way to Tower Two.[7] While initially upset, Free decides to join Kid to hold off Mosquito and destroy the demon tool lock.[10]

Soul Eater Chapter 52 - Mosquito 200 Year Form

Mosquito unleashes his 200-year form.

Unfortunately, Free's Icicle Fist knocks Mosquito backwards down the hall, towards rather than away from the locks. Mosquito tries to transform into his faster 200 Years Ago form, but Free seizes him by the nose and hurls him into a wall before freezing him long enough for Free's Demon Eye Cannon and Kid's Death Cannon to decimate Mosquito. But Mosquito is still alive, promising he will not underestimate Free and these other "damn kids" again, by now unleashing "true hell."[10]

Soul Eater Chapter 52 - Noah appears

"Eibon" appears.

Elsewhere, someone exits Arachne's Spider Queen Room, asking an Arachnophobia lackey why there is so much noise. The lackey responds that the DWMA has infiltrated the castle, but the man named Eibon says that Arachne's magical preparations are reaching their conclusion.[10]

Chapter 53 - Kid losing his arm to Mosquito

Kid as he lays from losing an arm thanks to Mosquito

Back in Tower 8, Kid is surprised to see that Mosquito's soul wavelength enlarges exponentially, as the man assumes his form from 400 years ago. A handsome, proper, much young man, with a cravat and dark suit, almost resembling a butler, stands before Free and Kid. Patty is not impressed by his "lame" look, while Liz thinks the previous 200-year form looked much stronger. Regardless, Mosquito addresses his opponents as desiring to see how they fare against his younger form. Behind Free, bats form, eventually shaping into Mosquito who, with one swipe, cuts Free in half at the waist. Before Kid can respond, he too is sliced, severing his arm.[10] Patty prepares to transform to her human form, but Kid orders her to stay in her weapon form. Mosquito mocks Kid, claiming noticing the child's Lines of Sanzu remain incomplete. He unleashes his Nightmare Noise and pummels Kid, all while bragging how Arachnophobia will replace the DWMA as a world power.[8]

Chapter 53 - BREW powers up Kid

BREW empowers Kid

Kid refuses to give up, however. As he mocks Mosquito, BREW activates, which can be sensed far away, even by "Eibon" and Medusa. Kid's Soul Wavelength swells, connecting one of his Lines of Sanzu and re-connecting his severed arm, fully healing him.[8]

Soul Eater Chapter 54 - Lord Death collapses

Death collapses as Kid connects a Line of Sanzu

Meanwhile, in the Death Room, Spirit Albarn is shocked to see Death begin to collapse. Although Death assures his Death Scythe that he is okay, Death realizes that his son has connected one of his Lines of Sanzu. While Death thinks this event has led to "a happy day," Spirit looks concerned. Death reminds Spirit not to be sad, as any father is always proud to see his son become a man. Spirit smiles and admits Death is correct.[9]

Back in Tower Eight, Kid enters Death God Taijutsu: "Punishment" Stance against Mosquito. Free also rises again, healed, but he is behaving oddly. Despite Free's re-appearance, Kid decides to approach Mosquito one on one, using his increased Soul Wavelength to empower the Thompsons as a new, more powerful form: Death Eagle .42. With his Sanzu River Shot and Sanzu Fall Shot, Kid defeats Mosquito. However, with Mosquito disabled, BREW shuts down, disconnecting Kid's Line of Sanzu and reverting the Thompsons.[8]

Chapter 53 - Mosquito leaves the battle

Mosquito leaves the battle to protect Arachne.

Suddenly, the Lock of Tower Eight explodes. Free then explains that he is not actually here right now: he is merely an illusion that he created with Spatial Magic to distract Mosquito while the werewolf got to the Lock and destroyed it. Realizing the Locks are all about to be destroyed, Mosquito retreats to protect Arachne. Kid and the Thompsons follow, intending to stop Mosquito once and for all.[8]

Elsewhere, in the Security Room, "Eibon" relishes over the fact that BREW is somewhere in the castle.[8] Suddenly, bats flutter into the room, resuming the form of the younger but inured Mosquito. Mosquito asks why agents are here rather than guarding Arachne. Eibon explains he told Arachnophobia to stand down, as per Arachne's orders: although the Locks protecting the Spider Queen Throne were destroyed, Arachne's new magic will protect her. Mosquito does not believe Eibon and prepares to battle him.[4]

Soul Eater Chapter 55 - Mosquito faces Noah

Mosquito faces Noah

Kid follows Mosquito's Soul Wavelength to the Security Room, where he is shocked to see Mosquito preparing to fight the smirking Eibon, who has summoned a Magic Worm, a large, levitating monster slithering out of the Book of Eibon.[4] Kid hides behind a corner, finding Eibon's power terrifying. Kid then senses that Eibon has spotted him. Before Eibon can approach Kid, Mosquito stops him, claiming this man is not actually Eibon but merely someone with his Book. He admits he is not Eibon but actually a sorcerer named Noah, who intends to collect everything in the world, including the Kishin Asura, to trap in the Book of Eibon. Mosquito begins to transform again to destroy Noah but is interrupted as the Magic Worm drives him into a wall, killing him.[11]

Soul Eater Chapter 56 - Liz refuses to lose Patty

Liz refuses to risk Patty's life

Kid attempts to retreat, but Noah appears around the corner, opening the Book of Eibon to collect him. Desperate to save Liz and Patty, Kid tosses away the twin pistols before the Book consumes Kid and BREW. With his newest acquisitions, Noah turns to leave, only to realizes a nervous Liz is now aiming Patty at him, demanding that he return Kid. Noah simply walks away, telling her she should reconsider whether she thinks she can actually kill him. As he departs, Patty tells Liz that if she will not attack Noah, then she will. Even as Patty calls Liz a coward, Liz refuses to attack, saying that neither sister stands a chance against Noah and that Liz refuses to risk Patty's life. Patty grows silent until she reverts to her human form. She holds her crying sister to her as she asks what they are going to do now.[11]

Outside Baba Yaga Castle: Black☆Star and Tsubaki versus MifuneEdit

Soul Eater Chapter 49 - Mifune and Black Star prepare

Mifune prepares to battle Black☆Star.

Before Black☆Star can confront Arachnophobia soldiers, swords fall from the sky, colliding into the earth and setting up caution tape, leaving Mifune alone to face Black☆Star. Mifune then notices a change in Black☆Star's eyes: they now resemble those of a warrior. As he unleashes Tsubaki's Shadow☆Star First Form: "Chain of Blackness," Black☆Star promises to knock the samurai aside. Black☆Star rushes at Mifune, tossing his chain at the samurai. The samurai repels the strike with one sword, but the chain continues to move, circling back for another hit as Black☆Star, face to face with Mifune, pushes that chain more at the samurai's sword. Mifune pushes his sword, initiating Infinite Sword Style, swords flying upward.[2] Mifune takes each sword in his hand as he dashes towards Black☆Star. Before he can swipe down at the ninja, Mifune's attack is blocked by Tsubaki's Shadow☆Star. Tsubaki calls to Black☆Star to watch for Mifune's left attack, but Black☆Star refuses to budge: he moves forward with an attempted Soul Menace, only for three of Mifune's swords to descend between Black☆Star and his weapon, as his fourth sword holds Tsubaki down to the ground.[6]

Soul Eater Chapter 50 - Two Black Stars

Two iterations of Black☆Star attack Mifune.

With a swing of the fourth sword, Mifune knocks the three upward at Black☆Star to perform Sword Fang, cutting at the ninja like an animal's teeth. Black☆Star falls back while Mifune uses Vertical Lineup to propels each sword forward with one swipe. Black☆Star tries to dodge but is still sliced by the swords. Black☆Star unleashes Shadow☆Star Third Form: Severed Shadow, transforming Tsubaki into a kunai and allowing Black☆Star to form multiple images of himself, one kicking hard into Mifune's gut then sweeping at the feet to knock the samurai down. Despite one more kick at Mifune, Black☆Star does not kick the samurai down, vanishing into thin air. Tsubaki explains that Severed Shadow allows Black☆Star to move so quickly that the after-images retain some real matter, effectively turning Black☆Star from one opponent into multiple opponents. Mifune dashes away, seeing two iterations of Black☆Star standing still away from him. The two Black☆Stars explain that they have performed Shadow☆Star Fourth Form: Branched Darkness. This transformation allows Tsubaki to assume the appearance of Black☆Star, while allowing their resonance to grant some of Black☆Star's strength to her. As Black☆Star realizes even this form is not enough to take on Mifune directly, Tsubaki reverts to her kunai form so to perform Severed Shadow, then attack with a sudden blow. Mifune goes on the offense with Infinite One-Sword Style, Jumbled Lineup, ready for Black☆Star to attack.[6]

Mira Naigus urges Sid to assist Black☆Star in battling Mifune. Sid instead orders DWMA agents to fight other Arachnophobia soldiers, claiming this battle against Mifune is Black☆Star's fight alone.[6][11]

Mifune uses Jumbled Lineup to send a crescent-shaped attack towards Black☆Star, which the ninja seems to barely dodge. Mifune then approaches with attacks from his multiple swords, which Black☆Star tries to block with Shadow☆Star: Third Form - Severed Shadow.[11] Yet the number of Mifune's blades cuts into Black☆Star, pouring blood out of his body and knocking him to the ground. Black☆Star manages to dodge more swords, but Mifune runs forward, snatching one of the upturned swords to swing again at Black☆Star, who leaps to dodge and kick Mifune in the chin. Mifune picks up a second sword and uses both to slice at Black☆Star—and through him, revealing this opponent to be another Severed Shadow illusion, as the real Black☆Star slides far away. Mifune retrieves more swords, preparing for an attack, as the opponents stand apart from each other, waiting.[11]

Tsubaki realizes that, so long as Mifune uses Jumbled Lineup, they cannot get close to him. Mifune asks why Black☆Star still doubts himself, as Mifune has thrown away any doubts long ago. Sid watches as Black☆Star is silent, crouched and waiting. Mira again asks Sid to interfere lest Black☆Star die in this battle. Sid silences his weapon, ordering her to watch, while he silently encourages the ninja to "prove you aren't a child of the demon path."[11]

Black☆Star orders Tsubaki to assume Shadow☆Star: Zeroth Form - Masamune. The transformation creates a shadow that leaps up the ravine in which Baba Yaga Castle sits at bottom, until it falls down and wraps around Black☆Star's neck, as if forming a scarf around him. "I have no doubts," Black☆Star answers.[11] "Walking the Path of the Warrior means I'm ready to die if it comes to it." Mifune asks Black☆Star whether he is willing to kill if necessary. As an image of Angela Leon appears, Mifune says, "I've said good-bye to everything...Now if you truly seek to master the Way of the have to overcome me."[12]

Black☆Star and Mifune arm themselves with their blades, then the samurai releases Jumbled Lineup, swinging two of his blades to launch more swords through the air to slice into Black☆Star. While the blades kick up dust from the ground, Black☆Star is still standing. Black☆Star proceeds with close-range combat against Mifune, dodging attacks until Black☆Star retreats and uses an irregular Wakigamae Sword STance to counter Mifune's Infinite One-Sword attacks and Hasso No Kamae Sword Stance.[12]

Black☆Star slices at Mifune with Shadow☆Star: Zeroth Form - Masamune. As this shadow acts like a scarf around Black☆Star's neck, he uses the shadow to slide along the ground to avoid Mifune's upper-attack and leap above the samurai to stand yards away—while the shadow slices into Mifune's right shoulder.[12] Despite this injury, Mifune intends to target Black☆Star's landing. As the ninja lands, blood gushes out the ninja's left hip, one of Mifune's blades flung into his body. Black☆Star simply removes the blade and flings it aside, while Mifune stands over him. The samurai swings his blade at Black☆Star's feet, as more of the ninja's blood coats the ground. Mifune throws another blade at Black☆Star, which the ninja blocks with Tsubaki. Mifune is already in front of Black☆Star and swings. Desperate to block, Black☆Star seems to try to leap, but instead his foot ends up blocking Mifune's blade yet is cut by this blade. Black☆Star screams as he brings down his blade against Mifune's to dislodge the edge from his foot. Extricating himself, Black☆Star slides that injured foot on the ground, spreading his blood along that ground.[12]

Mifune brings his blade down against Black☆Star's, their foreheads almost touching as neither refuses to budge. Black☆Star then sees Mifune gripping his sword with only his right hand, while his left hand reaches for Black☆Star's fingers and tugs at them until they break with a loud snap. Tsubaki's shadow swings off of her meister to put distance between Black☆Star and Mifune, her shadow held against Mifune's blade. Black☆Star now stands away from Mifune, the fingers of his right hand broken. As Black☆Star remains motionless, Mifune suggests Black☆Star, by refusing to fight back, refuses to accept the samurai as a warrior as well. Mifune swings his blade to knock up multiple swords, ready to fight with only one blade.[12]

Inside Tsubaki's Soul, the Will of Nakatsukasa reminds Black☆Star of his vow: "to take all the regrets of the fallen upon yourself," which "means inflicting fear and defeat and resentment...and yes, even despair on the souls of those who face you in battle." The Will warns Black☆Star that the smallest divergence from the Path of the Warrior will put the ninja onto "the path to demonic rage and slaughter."[12]

Black☆Star asks Tsubaki to transform into a normal katana, as he wants to fight Mifune on equal terms. Tsubaki reluctantly agrees, as she transforms into the broken fingers of her meister. Black☆Star thanks her for everything as she lowers her head in sadness.[12]

Black☆Star rushes towards Mifune, swinging his katana at Mifune's blade. But Mifune slices at Black☆Star, hitting the ninja's shoulder. Black☆Star responds with a swing of his blade at Mifune's face, cutting along his forehead and below his right eye. More swings are exchanged, blood streaming off their bodies and leaving a pattern of diagonal lines of blood along the floor. Each warrior screams as they continue this ferocious battle. Despite these injuries to himself, Black☆Star reminds himself that he will master the Way of the Warrior to become a Warrior God.[12]

Mifune lifts his blade behind his back and brings it down. Black☆Star's face loses its intensity, as the shock of this attack causes the ninja to freeze. But the pause is so short as Black☆Star already slices into Mifune below his left arm, at the same time as Mifune has sliced into Black☆Star's back. As both warriors stop moving, it is apparent who has won: Black☆Star's blade has impaled Mifune.[12]

The battle has exhausted the ninja. Before Black☆Star's barely conscious body falls, the dying Mifune catches Black☆Star with his own left arm, complimenting the ninja's victory. Mifune lets go, allowing Black☆Star to fall to the ground. The samurai stands, Tsubaki's blade through his chest and out his back. Mifune turns to face Baba Yaga Castle. "Angela," he says, "forgive me." Mifune sways and falls to the ground, but before he collapses, he is caught by Tsubaki, who reverts to her human form. He asks her to bring him closer to the castle, which the crying weapon agrees. Sid watches from afar as Tsubaki struggles to bring the samurai closer to his child, but Mifune's body begins to dissolve into leaves, until there is nothing left of him, no body, no soul, just leaves blowing through this ravine.[12]

Watching Tsubaki stretch out her hands towards the leaves in shock at what has occurred, Black☆Star lies on the ground, clutching his arm, and watching the death of his opponent.[12]

Spider Queen Room: Maka, Soul, and Medusa versus ArachneEdit

Soul Eater Chapter 55 - Arachne possesses Soul Evans

Arachne possesses Soul

With the Demon Tool Locks destroyed, the magical barrier to Arachne's throne room are destroyed. Medusa, Maka, and Soul stand outside this room, ready to enter to assassinate Arachne. Maka assumes her Soul Perception should be able to locate Crona's Soul Wavelength inside, but instead she and medusa a magical attack coming towards them. Spiderweb threads, looking like strings, shoot at the trio. Under the influence of this magic, all three begin to hallucinate that they have been transformed into marionettes.[9] At that moment, Soul feels all strength dissipate out of his body, as his marionette form falls to the floor and is mocked by the arrival of the Little Ogre. The Ogre concludes by asking Soul to overcome his fear, to cut through Arachne's Madness, and to choose some path to follow. Barely able to move, Soul remembers his brother, Wes Evans, and his feelings of inadequacy at the piano compared to Wes's talent. As the Ogre leaves Soul, he is replaced by ARachne herself, who pulls Soul up by his marionette strings. She offers guidance to Soul, and as he is about to ask for her help, Arachne's strings are cut by a Maka Chop, that lands on Soul's head, knocking him out of his hallucination. Soul is surprised to see Maka standing over him, offering a hand to help him up. Remembering Wes's compliments of his own music, and his appreciation of "Maka's sound," Soul decides on a path: "What I want is to become strong...for her."[4]

Soul Eater Chapter 55 - Maka senses Arachne's wavelength

Maka discovers Arachne's new Soul Wavelength

While Maka is confused by Soul's reaction, she proceeds to ask Medusa about Arachne's new form of madness. Medusa advises that Maka use her Soul Perception and Anti-Demon Wavelength to win this battle. The doors of the Spider Queen Room open. Dark magic swirls out, taking a shape reminiscent of the legs and eyes of a spider. Soul transforms into his meister's hand, and Maka begins to sense "Arachne's hideous Soul Wavelength." But upon entering the Spider Queen Room, Soul is surprised at what fills up this throne room: a spiderweb that blocks their path. Medusa uses her Vector Arrows to open a path through the web. Medusa and Maka see Arachne seated on the pedestal of her throne, motionless. Maka is confused: while she can still sense Medusa's Soul Wavelength, she cannot sense Arachne's. Then Arachne's body falls to the floor, as if she is dead. While Maka looks down, the scene changes to the shadowy, spiderweb-covered ceiling, as if something hides there.[4] Medusa asks Maka Albarn whether her Soul Perception can find Arachne. Maka shudders as she hears something swirls in the room's shadows, as if the darkness is writhing. Maka realizes that Arachne is that darkness itself, having given up her body to become Madness itself.[12]

Soul Eater Chapter 58 - Maka and Medusa confront Arachne

Arachne assumes the form of madness itself

Arachne's disembodied madness forms spider webs that scrape across the floor and ultimately knocking down Maka and seizing Medusa. Medusa realizes Arachne's goal: she has become madness itself so she may attune her soul wavelength to that of Asura to absorb him, with Arachne becoming not only the mother of all demon weapons but "the mother of all things."[13]

While still separate from her body, Arachne reforms her physical appearance, still more spider-like, from the cloud of black madness to confront Maka. Maka demands Arachne inform her where is Crona, while Arachne, recognizing Maka's Soul Perception abilities and Anti-Demon Wavelength just from the look in the meister's eyes, realizes why Medusa brought this DWMA student. While Maka is intimidating, Arachne toys with the meister, promising to make her terrified then plunge her into madness. Maka leaps and flips away before Arachne's attack reaches her, slicing away at the madness. As their attacks fail to connect against the disembodied Arachne, Maka and Soul realize they must use Demon-Hunt Slash.[13]

Meanwhile, DWMA forces continue to fight Arachnophobia agents, until their battle stops all at once: all combatants freeze, then clutch their heads. Sid is shocked, until he and Tsubaki feel something in their heads as well. The same pain is felt by DWMA students inside the castle, as Kilik says he can feel Madness assuming the form of thousands of spiders, swarming through his head, ripping him apart from inside.[13] Arachne's Madness spreads through Baba Yaga Castle and outside of it, infecting both Arachnophobia and DWMA members. Black☆Star, even as he lies collapsed on the floor, pulls himself and tells other DWMA members to "show some fighting spirit" against this madness. He releases his soul wavelength, helping his colleagues retain their sanity. Exhausted but undeterred, Black☆Star seats himself, saying it is now up to Maka and Soul.[14]

Meanwhile, away from Baba Yaga Castle, Noah, holding the Book of Eibon with Kid trapped inside, smiles at the feeling of madness, while inside the book, Kid tries to calm himself with his faith in his peers.[14]

Soul Eater Chapter 59 - Soul releases Maka's melody

Soul commandeers Arachne's madness to release Maka's Anti-Demon Wavelength

Inside Arachne's throne room, Medusa is still collapsed on the floor, while Maka and Soul determine how to use his piano to spread her Anti-Demon Wavelength to their DWMA allies to counter Arachne's madness. Soul realizes Arachne's madness spreads through the soul wavelength spider web spreading throughout the castle. Soul, then, can link his piano to the spider web to transmit Maka's Anti-Demon Wavelength along that same spider web, negating the madness. On the piano, Soul presses the G key, unleashing a powerful blast of Maka's wavelength through Arachne's web. Maka and Soul's DWMA peers recover from madness, and this Anti-Demon Wavelength explodes at Arachne, injuring her. Realizing Arachne is now vulnerable, Maka and Soul resonate--forming a a black dress around her.[14]

Maka, wearing a dress produced by the Black Blood, empowers Soul to form Devil-Hunt Slash, successfully killing Arachne to claim her witch soul. With it, now Soul can become a Death Weapon.[15]

Medusa escapesEdit

With Arachne defeated, Maka attempts Soul Perception to find Crona. Then she notices Medusa's collapsed body—only to find that the soul within Rachel Boyd is her own, free of Medusa’s possession. But Maka senses another response: behind her, the corpse of Arachne rises: while Maka and Soul were battling Arachne, Medusa used this distraction to transfer her soul from Rachel into Arachne. Medusa proceeds to use Vector Arrows to slice into Maka before she or Soul can react. Medusa goes on to explain that she lied: Arachne never had Crona, and Medusa simply manipulated Maka to achieve her ends. Medusa concludes that, because of Maka’s far too powerful Soul Perception abilities, she must die.[15]

Enrique kicks Medusa

Enrique attacks Medusa

Before Medusa can strike again, the mysterious monkey leaps out from the side, swinging at Medusa. She recognizes her opponent as Enrique, meister to the Death Weapon Demon Mirror Tezca Tlipoca. Medusa's battle against Enrique and Tezca is cut short when she senses that Arachne’s body retains some consciousness, resisting Medusa’s full possession of the body. As Medusa attempts to escape, Maka demands the witch tell her where Crona is. Medusa smirks and replies, “The Crona you knew doesn’t exist anymore.” With a Vector Plate, Medusa departs swiftly. Maka does not stand; she balls her hand into a fist, which she slams against the floor, putting a dent into the tiles. As Maka clutches her weapon’s hand and shudders, she complains of how unfair this situation is, after the trust she put into Medusa.[15]

Crona is foundEdit

Soul Eater Chapter 60 - Crona

Crona is found

Elsewhere, in Medusa's lair, Crona lies naked in a bed, with Ragnarok possessing an additional limb.[15]

Notable InstancesEdit

  • The combined forces of the DWMA and Medusa's Army defeat Arachnophobia in its entirety, including its headquarters at Baba Yaga Castle.
  • Maka Albarn and Soul Eater kill the organization's leader, Arachne.
  • Other members of Arachnophobia are killed, disabled, or defect: Black☆Star and Tsubaki Nakatsukasa kill Mifune and leave Baba Yaga Castle with Angela Leon; Noah kills Mosquito; Giriko defects with the fallen Death Scythe Justin Law to Noah's Group; and other members and Demon Tool Soldiers no longer appear in the manga, whether because they are killed or in hiding.
  • Drawing upon her as yet unrevealed Grigori Soul, Soul's Black Blood, and Arachne's Madness Magic, Maka unleashes the Grigori Dress for the first time outside of the Black Room. The next arc reveals that Maka has a Grigori Soul.
  • Black☆Star finally comes to an understanding with the Will of the Nakatsukasa, unleashing new weapon forms and abilities from Tsubaki.
  • Over the course of the arc, Kim Diehl and Jacqueline O'Lantern Dupré, recently defected from the DWMA to Arachnophobia, are brainwashed by Mosquito's use of the Morality Manipulation Machine, reclaim their previous personalities through Ox Ford's outreach and the Machine, and rejoin the DWMA.
  • This arc finally confirms Baba Yaga Castle's location: it is in the Amazon River Basin, which clarifies why the Death Scythe of South America, Tezca Tlipoca, and his meister Enrique make their first appearances.
  • This arc initially introduces the sorcerer Noah as Eibon. The remainder of the arc will reveal that, although he holds the Book of Eibon, he has taken on that name to infiltrate Arachnophobia as part of his goal of acquiring everything in the world. Later arcs will reveal Noah is actually one of many Icons sent by the Book of Eibon's Table of Contents to fulfill its goals.
  • This arc provides more information about characters' families and back stories. For example, following the revelation in the "BREW" - The Tempest Arc that Soul's last name is "Evans" as well as information about Soul's family. During Soul's hallucination brought on by Arachne's Magic Attack, Soul is revealed to be a member of a wealthy, musically talented family. Fearing his abilities on the piano brought shame to his family's name, Soul chose the stage name "Soul Eater" upon joining the DWMA. However, the flashbacks show that, while members of his family were surprised at his newly discovered weapon abilities, his brother Wes had told Soul that he enjoyed his piano playing.
  • Black☆Star is shown to have been an infant at the time Spirit, Stein, and 12-year-old Sid participated in an attack that destroyed the remaining members of the Star Clan, at which point Sid adopted Black☆Star and returned with him to Death City.
  • As well, this arc introduces Tsubaki's father, Sanjuro, and reveals her mother is still alive although not currently at the family's residence.
  • Finally, this arc reveals the extent of Kim's abilities as a witch and one reason why she has separated herself from others in the Witches' Realm: her Regeneration Magic opposes witches' inclination to destroy. Her healing magic will be important for arcs in both Soul Eater and Soul Eater NOT!


  1. 1.0 1.1 1.2 1.3 1.4 1.5 Soul Eater Manga: Chapter 46
  2. 2.0 2.1 2.2 2.3 2.4 Soul Eater Manga: Chapter 49
  3. 3.0 3.1 3.2 3.3 3.4 3.5 3.6 Soul Eater Manga: Chapter 47
  4. 4.0 4.1 4.2 4.3 4.4 Soul Eater Manga: Chapter 55
  5. 5.0 5.1 5.2 5.3 Soul Eater Manga: Chapter 48
  6. 6.0 6.1 6.2 6.3 6.4 6.5 Soul Eater Manga: Chapter 50
  7. 7.0 7.1 7.2 Soul Eater Manga: Chapter 51
  8. 8.0 8.1 8.2 8.3 8.4 8.5 Soul Eater Manga: Chapter 53
  9. 9.0 9.1 9.2 9.3 9.4 9.5 9.6 Soul Eater Manga: Chapter 54
  10. 10.0 10.1 10.2 10.3 Soul Eater Manga: Chapter 52
  11. 11.0 11.1 11.2 11.3 11.4 11.5 11.6 Soul Eater Manga: Chapter 56
  12. 12.00 12.01 12.02 12.03 12.04 12.05 12.06 12.07 12.08 12.09 12.10 12.11 Soul Eater Manga: Chapter 57
  13. 13.0 13.1 13.2 Soul Eater Manga: Chapter 58
  14. 14.0 14.1 14.2 Soul Eater Manga: Chapter 59
  15. 15.0 15.1 15.2 15.3 Soul Eater Manga: Chapter 60

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