As Maka and Crona struggle against Giriko and the golem, Stein discovers a certain heretic soul is inside the golem. The soul reveals herself as Arachne, a witch that was defeated by Shinigami in the past and had to hide herself in that same golem. As Giriko easily beats up Crona and is ready to finish them off, Justin appears and confronts him, leaving Arachne with no choice but to run away with Giriko. The golem stays behind to slow them down, but Justin easily finishes it off. A small man, named Mosquito, brings Arachne and Giriko into a small hideout, where she, along with all her minions, swears to beat Shinigami.