Maka, Crona, and Marie continue their battle with Medusa and Stein, but are being overwhelmed. Marie asks Maka to concentrate on Stein, which gives her the chance to use the Healing Wavelength, but this fails. Medusa then moves in to finish off Maka, but Crona pushes her out of way and takes the full force of Medusa's Vector Blade, leaving him greatly injured and seemingly dies. Enraged at the apparent death of her friend, Maka is consumed by the madness and attacks Medusa in a frenzied rage, but Stein comes to her defense. Taking advantage of the opening, Marie uses her Healing Wavelength on Stein and Maka, saving them from their madness. Stein and Marie then distract Medusa while Maka and Soul use the opportunity to attack her with Genie Hunter, saving Rachel and defeating Medusa at the same time. As Medusa disintegrates, she warns them that Genie Hunter won't be enough to defeat Asura, but Stein tells Maka otherwise. Stein then tells Maka that Crona is not dead and will make a full recovery, then leaves to take the unconscious back to Death City while Maka resumes her fight with Arachnaphobia. Meanwhile, Black Star finally reaches Baba Yaga's Castle to battle Mifune.