Arachne risks her life to gain a new ally in the plot against DWMA. Meanwhile, when Crona runs away from the school, Maka sets out to bring her friend back safely.

After the fight between Black☆Star and Mifune ends, the DWMA gains a powerful new ally. And when Death utilizes Brew in an astounding way, he turns the tides of the battle against Arachnophobia.