Stein heads to the library to research more information on the golems and the areas around Loew Village as he ponders why something without a soul would go beserker after so long. His research shows that people in the region saw black spots over 800 years ago which were spider-like. Although dismissed as a hallucination, Stein deduces that this must have something to do with the beserk golem in the Czech. He comes to the conclusion that this has to do with the Heretic Witch and that she divided her body up into pieces and placed her soul in the 800 year old golem.
Back in Loew Village, Maka and Crona continue their fight as Crona uses a scream attack to knock back Giriko while Maka goes in for a direct attack. While it does very little damage, Maka notices thousands of white threads exit the wound she made, encasing her as she suddenly can not move. The Golem goes in for an attack but Crona and Ragnarok block the attack and are knocked back. Soul tries to figure out what is wrong when he notices the spider webs. Crona puts himself between Giriko and Maka, vowing to protect her. Suddenly, thousands of spiders emerge from the woods and head for the Golem, Giriko shifting back to his human form as he welcomes the return of Arachne. Crona looks terrified at the newly reborn witch as Justin comes into town with a massive coffin, wondering if it will be enough.
Stein contacts Lord Death to inform him that Arachne , the Heretic Witch, is the cause for the incident in the Czech Republic and she has returned due to the madness. He feels the madness hit him again as he tries to calm himself down, but slowly grows closer to it as he announces he will go to help Maka and Crona. Lord Death tells him that Justin can handle it as they discuss their shock that Arachne is still alive. It is revealed that Arachne is the Mother of Magic Weapons as she used witches souls to transform weapons from people into weapons and vice versa.
Through a flashback, Lord Death explains that Arachne would sacrifice witches to get the power to make her evil weapons. As a result, she was a target of both Death and her witch brethren as she placed her soul into the old Golem when attempting to escape Lord Death. Arachne reveals that she knows of everyone there as her spiders had been her eyes to the world for the past 800 years and that Crona is the unloved child of Medusa. Crona notices that Arachne's wavelengths are similar to Medusa's as Arachne points out that Medusa was her sister. She tries to tempt Crona to join her, but his history with witches causes him to attack. Arachne proves to be too strong as Giriko goes in to kill Crona, being able to penetrate his black blood.
Giriko is about to kill Crona when Justin comes in to save him. Giriko wonders who he is as Justin, with his headphones again, can not hear what is going on. The two go on with their fight as Soul notes how Justin is a weapon similar to him but does not have a partner. Arachne explains who Justin is and his purposes for Lord Death. Giriko tries to kill Justin, but Arachne points out its time to retreart, much to Giriko's chargin. Justin attempts to pursue them but notices the Golem is trying to kill the students, Crona still defending Maka and Soul. Justin executes the Golem as Soul marvels in how amazing Justin is, especially since he doesn't need a master and how useless he is since he needs Maka to be used. The group realize that Maka is still paralyzed and place her in Justin's coffin, planning to bring her back to the Academy so Stein can heal her.
Arachne and Giriko travel through the forest as a small man greets Arachne. She identifies this man as Mosquito as he takes Arachne and Giriko to her castle underground. Mosquito congratulates Arachne on creating a massive network, thousands of masked men celbrating her reivial. Arachne claims that she will finally be able to kill Death.