Ox, Kilik, and Kim continue fighting the Arachnophobia forces, but since they’re approaching the 20-minute mark that Stein had set earlier, Kim sets out to give the signal for retreat. Ox and Kilik work together to cover her, and Kim successfully gets away from the battle. Mifune meanwhile has walked into a trap set by Nygus and Sid, and Sid tries to hold Mifune in place while a giant pillar comes swinging down towards him. Mifune forces Sid to let go by stabbing him in the shoulder, but it’s too late and Mifune gets smacked by the pillar. Although injured, Sid then charges Mifune and stabs him in the arm. Mifune counters by digging his hand into the wound he inflicted on Sid moments ago. Neither are able to bring the other down, and since Mifune doesn’t care to negotiate, the two get ready to start another round of fighting. They never do so however because Kim and Jackie draw the retreat signal in the sky, and so Sid leaves the fight.
Inside the magnetic field, Stein is losing to the madness, and Marie is powerless to help him. He gets a slightly better grip on himself when Maka, Black*Star, and Kid show up, and those three point out that Marie and Stein have already been inside for 20 minutes. Since the trio have 10 more minutes, they decides to stick around to search for the tool, and Marie can’t stop them. At the base of the pyramid, they run into Mosquito and realize that he’s got the tool. In order to fight, Mosquito returns his body to its state 100 years ago, bulking up his upper body considerably. The start of the battle though is briefly interrupted by the sudden appearance a moving image of Eibon. Despite this, Black*Star doesn’t want to waste time and attacks Mosquito. Kid is concerned about Eibon, however he ultimately chooses to help his friends in fighting instead of following the mysterious figure. The three then unleash some powerful attacks on Mosquito, but these have very little effect
Soul knows that only Maka can sense their soul wavelengths in this magnetic field, and they need to perform a resonance link to win. He can feel everyone’s wavelength through Maka, and the demon inside of himself reminds him that he knows the technique to tell that to everyone else. Calling him by his family name Evans, the demon tempts Soul to come through the door for a concert. Meanwhile, at the landing beach outside of the magnetic field, Sid and the others realize that Maka and company aren’t back yet, so Sid gathers some people to go save them. Back at the spot right outside the field, Ox and Kilik have finished off the last of the Arachnophobia underlings, and they watch as Marie and Stein emerge. Marie wants the two to look after Stein while she goes back for Maka, Black*Star, and Kid, but those two insist on going in themselves instead since she’s still under the effect of the field. Although Marie tries to stop them by threatening failure and expulsion, the two ignore her and head in anyway. This leaves Marie crying because there was nothing she could do even though she’s the adult and the teacher. Stein tries to stop Marie’s crying by taking responsibility for the failure, however he then starts laughing maniacally.
Inside the field, Black*Star goes into his youtou mode, but even that isn’t able to hurt Mosquito. Knowing that they can’t win like this, Soul is once again tempted by his inner demon and questions if the black blood in Maka will spread to the others. The demon claims that the team soul resonance is an indirect connection, so they’ll be fine as long as they don’t resonate strongly with Maka. He wants Soul to change the connection between them to sound using the piano, and Soul decides to do it. Soul tells everyone that they’ll be conveying soul wavelengths via sound, and to his surprise, everyone laughs when he mentions playing the piano because they had all been trying to figure out how to get him to do so. Soul then passes through the doorway inside of himself - acquiring a black suit in the process - and approaches the piano which the demon assures him has been tuned.
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