Sid and Shinigami discuss Medusa's evil plan. Shinigami explains the origin of the kishin Asura and how it developed into such a dangerous being. The group of Mizune are attacking Death City, without holding back, as Blair walks on the roofs. As she sees all the citizens injured, she is ready to engage the witches. The group underground suddenly stops, as they find Maka's father. He turns into Stein's weapon, and everyone is ready to fight. They find Medusa, and Stein creates a battle plan to find the kishin and go through all of Medusa's allies. Medusa deploys her Vector Arrow, and Kid is the first one to escape and go on. Black Star deploys the Demon Blade mode and escapes as well. Even Maka is able to go through Medusa, but the witch is not happy and goes after her. Stein will not let it be that way though, and stops her. The stage is set for Medusa against Stein and Death Scythe. As Stein backs Medusa into a corner, she counters with her Vector Arrow, and is able to surround him with her magical arrows. Black Star reaches Chrona, but Maka, who arrives next, convinces him to let her fight in his place.
Elenco: Chiaki Omigawa , Kouki Uchiyama , Yumiko Kobayashi , Kaori Nazuka , Mamoru Miyano , Maaya Sakamoto , Akeno Watanabe , Rikiya Koyama , Narumi Takahira , Houko Kuwashima , Masafumi Kimura , Tôru Ôkawa , Misato Fukuen , Mayuki Makiguchi , Takashi Inagaki , Nobutoshi Canna , Keiji Himeno , Hiroyuki Yoshino , Chieko Honda , Michiko Neya .