While Maka is still recovering, Sid gets word from Azusa about a research facility belonging to Arachne’s Arachnophobia organization. Sid and Nygus go to investigate the magic tool that’s being built, but Black*Star overhears them discussing the situation before they leave, and he secretly decides to go as well to get revenge for what happened to Maka. Unbeknownst to Black*Star, Angela and Mifune are at the research facility along with Mosquito. Sid arrives there first though and sneaks in with the help of Azusa’s special ability to map out an area. The alarms go off while he’s inside, but it’s not because he’s been discovered; it’s because Black*Star has arrived and is creating a commotion by beating up guards. Mosquito, Mifune, and Angela all head out to see what’s going on, and the latter two immediately recognize Black*Star. With Mosquito holding Angela close, Mifune has no choice but to fight the opponents he still considers to be children. After tossing all his swords onto the battlefield, Mifune charges at Black*Star, and despite his love for kids, he refuses to lose to the same opponent a second time. Black*Star has Tsubaki transform into a kusarigama, but Mifune avoids all the sweeping attacks and uses his swords to pin down the chain. Acting quickly, Tsubaki changes into her smoke bomb form and saves Black*Star from Mifune’s subsequent attack. As Black*Star then has Tsubaki go into her youtou mode, Mosquito realizes that Tsubaki is descended from a weapon that Arachne made. Regardless, Black*Star brings the full force of his powers down on Mifune, however Mifune is able to block everything and counters with a technique that involves hitting his opponent with more and more swords. He uses twelve in total on Black*Star, multiplies the hits by two, and wins the fight in this manner. Afterward, he informs Tsubaki that Black*Star’s wounds are shallow and tells her to take him away, but Tsubaki first questions why a samurai like Mifune is working for a witch. She tries to appeal to Mifune’s gentle side and suggests that someone like him could become a teacher at Shibusen, and although Mifune is tempted, he knows that he can’t take Angela with him to Shibusen. The most important thing to him is to protect Angela, and he recalls how he had saved her from the mafia. When Mosquito orders him to finish off Black*Star, Mifune has no choice but to do it because he knows that Angela would get no rest in a human society, and so she needs Arachnophobia’s protection. Fortunately for Black*Star and Tsubaki, before Mifune can kill them, he’s interrupted by Mosquito getting sniped and part of the facility exploding. The persons responsible are Sid and Nygus who had earlier taken pictures of the morality manipulating machine that was being built before laying down some dynamite. Sid is currently using Azusa in her weapon form to do the sniping, however Mifune blocks the next shot, and Mosquito survives by sucking the blood out of an underling. In light of all this, Mifune turns to leave with Angela and Mosquito, and when Black*Star tries to stop him so that they can settle things, Mifune advises Black*Star to be patient. He suggests that Black*Star move forward and understand the other existence inside of Tsubaki - if Black*Star does so, then Mifune thinks that the youtou will respond. Mifune also tosses Black*Star a piece of candy to give to the friend who suffers from the curse since Tsubaki had earlier told him about how they wanted revenge for Maka. In the aftermath, Black*Star returns to Shibusen and gives Maka the candy, but she finds that it tastes of konbu.
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 .