While Maka is still recovering, Sid gets word from Azusa about a research facility belonging to Arachne’s Arachnophobia organization. Sid and Nygus go to investigate the magic tool that’s being built, but Black*Star overhears them discussing the situation before they leave, and he secretly decides to go as well to get revenge for what happened to Maka. Unbeknownst to Black*Star, Angela and Mifune are at the research facility along with Mosquito. Sid arrives there first though and sneaks in with the help of Azusa’s special ability to map out an area. The alarms go off while he’s inside, but it’s not because he’s been discovered; it’s because Black*Star has arrived and is creating a commotion by beating up guards. Mosquito, Mifune, and Angela all head out to see what’s going on, and the latter two immediately recognize Black*Star. With Mosquito holding Angela close, Mifune has no choice but to fight the opponents he still considers to be children.