The DWMA and Arachnophobia are imminent to engage in combat over the magic tool "Brew". Sid and his team will contain Arachnophobia while Stein and his group attempt to recover "Brew". Shortly after landfall, Sid's team is ambushed by Mifune's Arachnophobia squad, and Sid and Azusa confront Mifune. Justin confronts Giriko. Stein and Marie enter a strong magnetic field while the others wait behind, but Maka eventually loses track of Stein's and Marie's soul wavelength. Ox, Kilik, and Kim Diehl, along their respective weapons Harvar, Fire and Thunder, and Jacqueline O'Lantern Dupré, all hold off the enemies while Maka, Black Star, and Kid enter the magnetic field to find Stein and Marie, however they find a perplexing image of the old Lord Death and Arachne and discover they are foreseeing the past. Meanwhile, Eruka sends the Mizunes into the magnetic field.