Arachne is being told about various updates in Arachnaphobia as a secret base is shown constructing an odd torture device, assured the facility is defended by a samurai god. Mosquito and an engineer talk about how the machine will hasten the madness of Asura in whoever is strapped into it and that a little more work is needed before they test it. Mosquito reveals the samurai guard to be Mifune, who claims that he does not care about the various goals of Arachnaphobia and instead worries about protecting Angela.
At Shibusen, Maka is shown to still be paralyzed by Arachne's silk as Nigus explains that it will take a few days for the threads to all vanish and that she will be fine in a few days. The group decides to console her as Black Star takes advantage of Maka being immobile by drawing various things on her face. Sid interupts as he brings Nigus out into the hall, explaining how they had found the secret base of Arachnaphobia and how they were going to go along with Azusa to find the demon tool, figure out what it does, and destroy is accordingly. Black Star overhears how the group is going to go on the mission, feelinf anger towards Arachnaphobia for hurting Maka.
Back in the forest, Sid uses his ninja skills to inflitrate the base as Azusa uses her special ability of clairvoyence to examine the entire base and draw a replica map of it, giving directions to Sid as he makes his way to the demon tool. In the midst of the attack, he hears a siren go off as he takes cover. Some Arachnaphobia scientists run by, exclaiming there is an intruder at the front gate. Sid asks Azusa to see who is there as she sees it is Black Star and Tsubaki, but not knowing who he really is, she can only report it is a Shibusen student. Sid wonders who it is as he seems to be unphased by it, stating that whoever is out there is buying them time.
Black Star and Tsubaki lay waste to a few soldiers as Mifune comes out to fight the young assassin. Both shocked that the other is there, they have another fight, only more fierce than the last time as Mifune notes that Black Star has gotten better at fighting. Mosquito and Angela watch from the side as Mifune wonders why Black Star is attacking the base, the latter exclaiming he is there to get revenge for what they did to Maka. Mifune understands but explains to Black Star that Arachnaphobia is the only group that can protect Angela since most people are ready to kill her because she is a witch. A quick flashback shows that Mifune was a sword for hire for a mob boss and that his one rule was never to kill children. This job was to bring back Angela to kill, but when he found out Angela was a small, defenseless child, he opted to be her bodyguard instead.
Black Star tries to get the advantage as Mifune continues to defend. Having no other option, he entered Enchanted Sword mode as Mifune immediately recognizes the demon sword. Meanwhile, Sid and Nigus have found the demon tool and the pages from a manuscript called the Book of Eibon. Collecting things to bring back to Shinigami-san, they destory the room and the base as it begins to crumble. Outside, Mifune is able to defeat Black Star but opts not to kill him, giving him a candy instead to give to Maka. He also tells Tsubaki that in order to unlock the true power of Masamune, she must discover her other self. Instantly, Mifune notices a shot coming at him as he dodges it, the bullet hitting Mosquito instead. The bullet came from Azusa, whose weapon form is a massive rifle being manned by Sid who laments that he missed and that he can't get another shot in. Mosquito kills and drains the blood out of an Arachnaphobia scientist as the group flees.
Back as Shibusen, Black Star visits Maka again who thinks he is going to write on her face again. He instead gives the candy to Soul to give to Maka as he leaves in despair. Maka eats it as she comments it is a sea salt flavors candy and how odd it was for him to bring it back. The episode ends with Sid revealing to Shinigami-san that Arachnaphibia are after demon tools crafted by Eibon, which troubles both of them.