While Maka is recovering, Sid receives a new report from Azusa about the location of one of Arachnophobia's labs, where a demon tool, which messes up people's morals, is being developed by Mosquito. While they lay out the plan to destroy it, Black Star follows them and also attacks the facility, and ends up facing Arachne's new bodyguard, Mifune. Even after using everything he has, he still cannot defeat Angela's bodyguard, but an ambush laid out by Sid, Nygus and Asuza gives him the opportunity to escape. In the end, Black Star gives a piece of candy to Maka, one that Mifune gave him to console her.