Shibusen and Arachnophobia are imminent to engage in combat over the demon tool "Brew". Sid and his team will contain Arachnophobia while Stein's group attempts to recover "Brew". Shortly after landfall, Sid's team is ambushed by Mifune's Arachnophobia team. Azusa and Sid spot Mifune and try to deal with him. Stein and Marie enter a strong magnetic field while the others wait behind, where moments later, the technician group is attacked by Arachnophobia. Ox Ford, Kim and Kilik hold off the enemies while Kid, Maka, and Black Star enter the field to find Stein and Marie. Inside, they see a previous appearance of Shinigami, which confuses them.