The battle against the DWMA and Arachnophobia continues. Kid, Liz, and Patty arrive at their destination, a town called Sarcophagus, whose inhabitants had disappeared mysteriously twenty years before. For the sake of his partners, Kid decides to enter the village alone. Once in, he easily finds the magic tool, but is attacked by a strange Clown, who informs him that it ate the villagers when they discovered the magic tool. Meanwhile, a lost Maka realizes she needs to use her Soul Perception ability on Crona in order to find him. Kid is chased by the Clown, who is soon joined by a second one. Due to the symmetrical attacks of the identical Clowns, Kid is unable to respond until Liz and Patty arrive to help and successfully defeat them. Shortly after the battle, a mysterious voice from the defeated robotic Clown warns Kid of disastrous consequences of the wrong person using the tool, leading him to decide not to give the magic tool to Lord Death just yet.