Though Stein is having more flashes of madness, he tells Shinigami-sama not to worry about his health. Shinigami-sama has summoned him today to talk about how Arachnophobia has discovered the location of one of Eibon’s tools called BREW. Shinigami-sama foresees a big battle and urges Stein to get the students trained up to handle it. Stein thus takes the class out to practice, but before the lesson begins, Black*Star does some private training where he attempts to understand the other existence inside of Tsubaki. This leads him to an encounter with a giant beast who asks him about seeking power, and Black*Star answers that it’s so that he can surpass God. The beast, however, sees Black*Star more as an ogre. After waking back up from this vision, Black*Star joins Maka and Kid to practice their team soul resonance. Explaining the situation to them, a very serious Stein warns them that if they don’t pass, then they’ll be removed from his class. Maka feels the need to tell Black*Star in particular to do this properly, but he insists that he always does. Despite this, the trio fails multiple times, and Maka gets frustrated because it’s Black*Star each time that she and Kid can’t seem to link up with. She starts arguing with him, but Kid steps in between them, and Stein decides to give them a break to cool down. Stein himself is going through another episode of madness when Maka comes to talk with him and brings him out of it. Maka wants him to remove Black*Star from the team, but Stein points out that she’s the one who’s quitting the team. When she tries to make the case against Black*Star, Stein questions if she wants to limit Black*Star’s power and makes the point that Black*Star is their team’s best attacker. He thinks that she has misunderstood the soul resonance link and urges her to feel the essence of it more. However, when Maka returns to the others, Black*Star accuses her of tattling to Stein and being selfish. This infuriates Maka, and she tries to punch him, but he just flips her on her back. She gets back up and tries to punch him again, and this time, he lets her hit him and questions afterward if she’s satisfied. He warns her that any further and it’d be a duel, and he’s ready to crush her. Unable to face him, Maka curses at the top of her lungs and runs off in tears. Tsubaki goes after her and finds her staring into the distance at the edge of the forest. Since Maka is still pissed off at Black*Star, Tsubaki relates how Black*Star studies before tests, yet still gets zeros. Opening up a bit, Maka feels that she can never match her soul wavelength to Black*Star’s, but Tsubaki points out that Maka and Black*Star have always gotten along and that friends can have times where they don’t understand each other. Remembering what Stein told her, Maka realizes what she had been missing and returns to the team. Along the way, she admits to Tsubaki that she had sometimes been jealous of Black*Star and has wanted to become strong like he is. She apologizes to him when she gets back, and he appears not to hold a grudge as the group resumes their training. The next time they try the team soul resonance, they succeed. Maka now knows that there’s no need to forcibly understand each other - they just need to recognize each other’s senses and believe in each other. Observing from nearby, Stein gives the group a passing grade and notes that their leader is Maka. Later that night as they’re heading home, Maka lets Black*Star hit her to make up for how she hit him earlier. He ends up smacking her hard, and though bruised, Maka laughs afterward. Meanwhile, over at Arachnophobia’s base, Mosquito and Giriko tell an army of men that BREW is Arachne’s, and they rallies everyone for war against Shibusen.
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 .