Maka continues to console Crona as he continues to cry over having a true friend. Soul reminds her that they have to continue but Maka claims they can not simply leave Crona behind. Ragnarok comes out to berate Maka for trying to be Crona's friend as well as due to it, he has reduced in size. Soul tries to get Ragnarok off of her as Crona punches his partner, Ragnarok going ballistic as he beats up Crona as usual. Crona beckons them to continue as he tries to quell Ragnarok, Maka and Soul going after the others. Black Star and Tsubaki go through the rubble that Kid left behind after the tadpole bombs went off as he chases after them.
Kid stops in the midst of the ruined catacombs of the Academy as he can feel the wavelengths of the Kishin, telling the Thompson sisters about Asura and how his father sealed Asura in a bag made of his own skin and that he has been craving blood. They continue onward until Patty warns Kid of an incoming attack, dodging a cannon attack as Free appears in his werewolf form. Kid tries to attack him from a distance as he knows Free is the immortal but nothing seems to be working. After dodging more of Free's attacks, he performs a Soul Resonance to produce the Death Cannon. However, it has no affect as he moves away from Free, trying to form a new plan. Unfortunately, his nuerotic obsession with symmetry comes up in the ruins as the girls try to calm him down. Luckily, Black Star pops in to attack Kid, thinking he was a part of Medusa's crew. Kid berates Black Star as Liz commends the assassin for getting Kid focused.
Black Star and Tsubaki goes after Free as each of his attacks hit but do nothing. Kid realizes that something else is going on as he deduces that Free isn't really there as he simply goes through him. He points out that Free didn't bother to dodge Kid's bullets but went out of his way to dodge Black Star's attacks. Therefore, he is not there since if an attack landed, it would have bled. Free agrees and explains that he projected an image of himself while riding Eruka's mount, firing the cannon from much farther behind as he was buying time for himself and the witch. Seeing how much time they have lost, Kid and Black Star run along to catch up with the two. Medusa, who has sense all that has happened, commends Stein and his students for getting this far. She points out though that even his best students can not handle the madness of the Kishin as Stein and Spirit get ready to fight her again.
Free and Eruka finally arrive at the lair of the Kishin as they enter the dark cell. Eruka keeps looking over her shoulder, thinking something is there, but nothing does come up. However, Asura emerges from the shadows and strangles Eruka, biting off her face and ripping her skin off as she screams in pain. Free runs to help her, but she appears to be fine. However, Asura reveals he has taken Eruka's body and proceeds to kill Free, which puzzles him since he's immortal. The two snap out of it right before they are about to kill themselves, realizing that all of it was an illusion. Free comments that what they felt must have been the madness of the Kishin as they prepare to wake it.