Outside the field, the skirmishes between the DWMA and Arachnophobia end when Kim gives the signal to retreat as instructed. Meanwhile, Maka, Black Star, and Kid meet Marie and a maddened Stein inside the field. Because their bodies have reached the limit, Stein and Marie are forced to leave the field while the other proceed to locate "Brew". They encounter Mosquito, who claims to have "Brew" in his possession. He then reverts his body to a stronger form dated a century ago, but before they begin to battle, Eibon appears, leaving Kid temporarily distracted until Black Star and Maka begin attacking Mosquito. Meanwhile, outside the field, Kim reaches the retreat point, only to find Sid, Niagus, and Azusa and that none of her companions have returned. Meanwhile, Ox and Kilik have defeated all of Arachnophobia's forces near the field, but after noting only Stein and Marie exiting the field, they enter into it to lend a hand to their friends. Meanwhile, Mosquito easily overpowers Maka, Black Star, and Kid, until Little Demon goads Soul into playing the piano with his soul and lead the duel arts resonance link.