Maka continues to run to the lair of the Kishin to help out but notices how waves of madness surrounds the air and it is harder to get a hold of where everyone is. Soul tells her to continue as Asura tries to get his skin on properly. He approached Eruka as he begins to scream bloody murder, Eruka also screaming in terror. The group is confused as to what he is as Black Star tries to get Tsubaki to go into Enchanted Sword mode. Tsubaki refuses since it could kill him, so he ditches her in order to attack head on. He tries to use his Soul Force but is pushed away as he is knocked out. Kid tries to do the same thing but Asura uses his skin as a weapon. He wraps bandages around his body as he complains about being nude as he burrows through the ceiling, Maka grabbing on as she tries to stop him.
On the surface of Death City, the men of the town are drooling over Blair and Mizune's fight until the ground begins to shake. Asura emerges from under the ground as Maka looses her grip, Soul changing back in order to brace her fall as she passes out. The people stare at Asura in wonderment as Free and Eruka follow Asura from the whole, Eruka berating Free since his seal on the Academy wore off twenty minutes early. Lord Death approaches Asura as the former student wonders why Death changed his mask and voice. Death explains that after he sealed Asura, he started the Academy to help prevent Kishins from being formed, but the students were scared by his appearence and so he changed. However, Death drops his kinder nature and begins to fight Asura to seal him back.
The fight goes on as the black blood as made Asura stronger than the last time, added to the fact that Death does not have any of his weapons to help in the battle. As Asura's attacks, Death mourns the loss of life in the city, Sid rounding up students to evacuate people from the city. The two continue their fight until Asura steps outside the boundaries of Death's limits, Asura exploiting the fact that Death can not leave the city as Asura departs. Death returns the Academy, beaten and torn as he commands Sid to go give back up to the students in the catacombs as the various weapons are aiding their meisters (with the exception of Crona and Ragnarok).
Medusa's group has left the city and watches from the distance as Free notes Mizune's new form. Eruka notes that Medusa must be dead and her onyl regret is she didn't get to kill the witch. Stein finishes his cigarette as he starts to head to the surface, Medusa attacking him one more time as she admits she loves him. Stein stabs her through her heart, saying that they are the type of person that can't comprehend love as she dies out. Spirit ponders on her death as Lord Death begins to analyze the day. He notes the irony that they were celebrating the anniversary of an academy that's purpose was to stop people like Asura who escaped. And as much as thr night was long, the day is inevitable as the citizens of Death City begin to rebuild. In the outside sewers of the city do we see a black snake with Medusa's arrows on it, indicating that she still may be alive.