| Summary
| - 2.524608E10
- Kid attempts to research who Eibon is and finds that the book on Eibon was taken by Medusa. Meanwhile, Crona begins to adapt well to life at DWMA, and is confronted by Medusa, who asks Crona to spy on DWMA. Crona places an item into Marie Mjölnir, a death scythe and Stein's new partner, to increase Stein's insanity. To counter the threat from Arachnophobia, Stein trains Maka, Black Star, and Kid in duel arts, a form of combat in which the three synchronize their souls to fight better in tandem. Although Maka and Black Star are initially incompatible, they overcome their differences for the sake of their team. Shinigami dispatches DWMA's forces to find "Brew", one of the most powerful demon tools created by Eibon. While the battle rages on the island where Brew is located, Maka, Black Star, and Kid attempt to find Brew, and encounter Mosquito, one of Arachne's foremost servants.
- Mifune defeats Black Star, and Sid manages to destroy the facility. As Mifune retreats, he gives Tsubaki advice on how to control her brother's power. In Death City, Medusa's remains enter a small girl, whom Medusa uses as her host. She travels to meet Arachne, her sister, and plans to topple Arachne's organization after being rejected. Kid is dispatched to find a demon tool in a train that has never stopped running for 100 years. He finds the train, with an Arachnophobia agent and a Mizune joining the hunt for the demon tool. Kid manages to find the demon tool, and finds his father's signature on it alongside that of Eibon, the creator of the demon tool.
- The DWMA holds a celebration to mark the anniversary of its founding. Medusa uses this time to stage an attack with Crona, Free, Eruka, and the Mizune family to execute her ultimate plan: to use the black blood to awaken the original kishin, Asura, who is sleeping beneath the DWMA building. Maka, Black Star, Kid, Stein, and their partners manage to escape before Shinigami and the other DWMA students are imprisoned inside the building. Stein battles Medusa with Death Scythe to let the others stop her cohorts from awakening the kishin. Black Star and Kid go on to track down Free and Eruka while Maka stays behind to engage Crona. To defeat Crona, Maka and Soul draw upon the power and madness of the black blood, causing Maka to slip into madness.
- Black Star begins to fight Mifune, and due to the training he had at Tsubaki's home, he is able to fully use Tsubaki's demon sword ability and fights Mifune evenly. Inside the castle, Ox battles Kim, and attempts to convince her of his devotion. He manages to overcome the morality machine, and Kim relents. Elsewhere, Kid and Free encounter Mosquito, who transforms into his strongest form to fight both of them.
- Medusa has an immortal werewolf named Free released from prison in order to test the black blood in Soul. Maka and Soul defeat Free, but Maka discovers that she has been unknowingly infected with the black blood by Soul. The DWMA students have a major examination which Soul, Black Star, and Kid fail miserably, though Maka scores the highest in the class. Kid, Liz, and Patty are dispatched to investigate the living ship Niddhogg, which has been stealing human souls. Crona and Ragnarok arrive and absorb all the souls on board the ship and retreat despite Kid's best efforts, leaving Kid with a chilling premonition about one of the DWMA's darkest secrets.
- Black Star discovers during his fight with Crona that Crona's memories of Maka and DWMA have been erased by Medusa. The fight is cut short when Medusa is attacked by Justin and orders Eruka and Mizune to help Crona escape. They succeed, but Eruka is captured by Black Star. At DWMA, Soul finds that dozens of other students are requesting him to become their partner now that he is a death scythe. Maka tries to pay the matter no mind until she notices a single girl who frequently stares at them from afar. Shinigami organizes a plan to rescue Kid from the Book of Eibon with the help of witches Kim, Risa, Arisa, and Eruka, who open a portal into the book for the members of Spartoí to enter. The group begins navigating the book's seven chapters, each based on the seven deadly sins, starting with the first chapter "Lust", where the group members switch genders. Meanwhile, deep within the book, Kid encounters a black amorphous creature referring to itself as the "Great Old One", which consumes him and begins to slowly drive him to madness.
- While testing her new flying ability made available through Soul's powers as a Death Scythe, Maka learns that she is now considered to be a valuable asset to her enemies and will be hunted, which is made clear when she is attacked by Noah's servant Gopher, who she manages to defeat. Later, Kilik, Kim, Liz, and Patty retrieve Medusa's research notes in her old laboratory, briefly encountering and fighting off a black clown manufactured by Medusa. Black Star, meanwhile, seeks out Medusa's hideout and encounters Crona.
- While fighting Mosquito, the demon tool Brew Kid was holding activates, enabling him to hold off Mosquito's attacks before the enemy gets away. Elsewhere in the castle, Kirikou fights alongside Ox with their weapons, and the final two castle locks are destroyed. Arachne attacks Maka's group with a mental attack, but they soon break through it. Maka, Soul, and Medusa enter Arachne's inner lair and surprisingly discover her lifeless corpse. Mosquito fights with Eibon, but is killed quickly, and soon after Kid is sucked into Eibon's book as Liz and Patty look on in horror. Outside the castle, Black Star continues his fight with Mifune until he finally defeats him.
- Maka Albarn and her weapon partner Soul Eater have gathered ninety-nine evil human souls and manage to collect the soul of Blair, who they initially assume to be a witch, only to discover she is actually a magical cat, forcing them to start over. Black Star and his partner Tsubaki track down the witch Angela and her bodyguard Mifune, whose soul is equivalent to ninety-nine human souls, but decide not to kill them upon discovering that Angela is a helpless child. Shinigami's son Death the Kid and his partners Liz and Patty Thompson go soul-hunting in an Egyptian pyramid filled with mummies, but all the souls they collect are confiscated after they accidentally destroy the pyramid. To make up for the souls they have failed to collect, Maka, Soul, Black Star, and Tsubaki take a remedial class where they end up fighting an undead DWMA teacher, Sid Barrett.
- Maka manages to determine the source of Crona's childhood trauma before Soul helps her regain her sanity. Maka then comforts Crona, who surrenders. Meanwhile, Stein and Medusa's fight leads to a deadlock, while Black Star and Kid arrive to confront Free and Eruka in Asura's chamber. The combatants' efforts are stymied by the kishin's madness felt throughout the chamber, which leads to the black blood being injected into Asura. Medusa gloats her victory, only to be seemingly killed by Stein. Asura awakens and encounters Shinigami, who had escaped his own confines. Without a weapon, Shinigami is unable to defeat Asura, who retreats.
- Black Star and Kid search for the holy sword Excalibur, hoping to obtain its legendary power, but abandon him upon being unable to put up with his overly-egotistical attitude. Black Star and Tsubaki are sent after the Uncanny Sword Masamune, a demon sword and Tsubaki's brother who is attacking humans. Tsubaki defeats her brother, absorbing his soul and gaining his powers. Hoping to overcome her dependence on Soul, Maka becomes willing to face her fears of Soul being in danger. Meanwhile, Medusa poses as a nurse at the DWMA to experiment on the "black blood" she had placed in Crona, which Soul has been infected with during their fight. Her experiments have raised the ire of two witches, Eruka Frog and a Mizune, but Medusa kills Mizune and threatens Eruka into serving her.
- Medusa offers to lead a strike team into Baba Yaga's castle, Arachne's headquarters, and gives Shinigami the real Brew as a sign of good faith. Shinigami agrees and Maka, Kid, Ox Ford, and Kirikou Rung are assigned to the team. With Medusa's aid, the team manages to evade the perimeter defenses around Baba Yaga's castle and they successfully infiltrate it. Medusa explains that there are eight locks to Arachne's throne room and that the group will have to separate to destroy them. Ox attempts to search for Kim, who he has feelings for, in the castle. He finds her manipulated by a machine that lowers morality, and she stabs him, claiming her allegiance is to Arachnophobia. The alarms in Baba Yaga's castle begin to activate, however, as Black Star arrives, running straight through all the perimeter's defenses.
- Maka, Soul, Black Star, and Tsubaki are nearly overwhelmed in battle against Dr. Franken Stein, the most powerful meister to ever graduate from the DWMA, who reveals that the fight had been set up for their remedial class and goes on to teach at the DWMA. Kid decides to enroll at the DWMA and displays his immense power in battle against Soul and Black Star, who are incompatible with each other. Maka and Soul encounter Crona, the wielder of the demon sword Ragnarok, who absorbs human souls under orders of the witch Medusa and risks transforming into a kishin, a demon god that could plunge the world into chaos and madness. Soul is severely injured while protecting Maka in battle against Crona, who is defeated by Stein and Maka's father, Death Scythe.
- Death Scythe, Sid, and Marie tell Stein that they believe that he is not the killer, and Death Scythe instructs Stein to leave Death City with Marie to find Joe's killer. Meanwhile, Black Star leaves Death City with Tsubaki, who suggests going to her parents' home. Eruka arrives at Crona's room to instruct Crona to leave DWMA. The following day, Maka is dispatched with Kid to investigate a demonic factory. Inside the factory, Maka encounters a clown that is a product of the madness Asura created throughout the world. The clown attempts to overcome Maka with madness, but Soul helps her in finding the courage to overcome her fear, vastly increasing her power and allowing her to defeat the clown. At the academy, two witch agents are found, and meister Kim Diehl, a secret witch, and partner Jacqueline O. Lantern Dupré run away from the DWMA and are accepted into Arachnophobia by Mosquito. Shinigami then learns that the witches' locations were disclosed by Medusa, who offers a deal to reveal the location of Arachne's headquarters.
- Arachne, now free from the confines of her body, attacks Maka, Soul, and Medusa, who is incapacitated almost immediately. Arachne uses insanity on everyone , though Maka and Soul counter with Soul's healing music transmitted through Maka's soul wavelength to everyone else via Arachne's own spider webs. Maka and Soul invoke the "Demon Hunter" technique and quickly defeat Arachne. Medusa unexpectedly takes Arachne's discarded corpse as her own and flees the castle after the monkey meister Enrique and his Death Scythe partner Tezca Tlipoca arrive from South America. With the mission over, everyone goes back to Death City to recover from the ordeal. Stein and Marie confront Justin Law, the culprit who killed Joe Buttataki, but he is able to get away with the help of a magical artifact. After that, Shinigami creates a new DWMA elite squad called Spartoí, and Soul finally becomes a Death Scythe.
- Although Maka, Black Star, and Kid successfully use duel arts to fight against Mosquito, they are forced to retreat after Mosquito continually transforms into younger, stronger forms fight. However, Mosquito unknowingly returns to Arachnophobia with a replica of Brew, as Medusa sent Mizune to retrieve Brew during the battle. Fearing that there is a traitor at the Death Weapon Meister Academy, Shinigami summons Joe Buttataki to investigate, and he begins to suspect that Stein, who has been experiencing fits of madness due to Asura's awakening, is the traitor. Meanwhile, Maka accidentally overhears Crona talking with Eruka, and she realizes that Crona is a spy. At DWMA, Black Star deliberately instigates a fight with Kid to confront his doubts due to his recent string of defeats, and Kid defeats him. Elsewhere, Joe Buttataki is attacked and killed by an unknown assailant, and Death Scythe and Sid come to Stein's house to arrest him.
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