Since no one knows of what Sid discovered, all the students and faculty are attending a party celebrating the founding of Shibusen, including Shinigami-sama himself. Seeing Soul keeps his distance from the others during the festivities, Maka goes to talk with him and is reminded of how Medusa had revealed that Soul told her he was having bad dreams. Maka thus tries to get him to talk about it with her, but Soul has nothing to say, so Maka eventually just invites him to dance. Soul’s able to get out of doing so after Maka’s father shows up wanting to dance with her, however Soul still manages to enjoy the food she brought him. Medusa meanwhile is communicating telepathically with Eruka when a seemingly drunk Stein interrupts her thoughts. Stein wants to dance with her, but once they start, he becomes more serious and asks her if she knows what happened to Sid. He also questions what a witch like her is doing at Shibusen and thinks that she knows about the Kishin sleeping under the school. All this leads Medusa to realize that she’s been found out, and so she admits that she’s trying to revive the Kishin. She goes on to explain that the power of the Kishin is beyond knowledge and can be considered evolution, yet the Shinigami just want to maintain status quo. Medusa feels that things should be allowed to advance and tries to tempt Stein with a kiss, however they are stopped by the sudden appearance of Sid.
Although injured, Sid warns everyone to get out of there quickly because he knows that their enemies have been waiting for the day when Shinigami-sama and all the students are gathered in one place. Stein is concerned about Sid long enough for Medusa to escape from the party via the balcony and to telepathically order Free to imprison everyone there inside a barrier. Right before Free finishes casting his Independent Cube on the room, Sid uses his last bit of strength to use a special burial technique that causes Stein, Maka, Black*Star, Kid, and their respective weapons to fall through the floor, escaping the trap. Outside, Free tells Medusa that he can only keep up the Independent Cube for one hour, and Chrona and Ragnarok then bring the Mizune family to attack Death City. Medusa herself heads underground with Free, Chrona, Ragnarok, and Eruka. Maka and company meanwhile get deposited by Sid’s technique in the halls of Shibusen, and Stein quickly fills everyone in on how Medusa is trying to revive the first-generation Kishin that’s currently sleeping underground. Kid confirms what Stein is saying by revealing that the reason his father had to stay here was so that the Kishin would remain sealed up. Stein then leads the group underground and tells everyone that their souls have to decide if they’re ready to go with him and fight against fear. No one backs down.
Well the fighting hasn’t yet begun, but that didn’t make this episode any less exciting. Not only did Stein and Medusa prelude their upcoming fight with a dance (in a different world, those two could have made a great team), but I also really liked how the end of the episode combined everyone suiting up with that particular style of music – it reminded me again of how composer Iwasaki Taku did similar arrangements to great success for Gurren Lagann. Anyway, the battle next week should be a lot of fun, though I find it a little odd that everyone appears to be fighting Medusa in the preview, leaving Free, Chrona/Ragnarok, and Eruka unaccounted for. Perhaps Medusa will be acting as the distraction while the others revive the Kishin – and I assume they’ll succeed since I don’t recognize the creepy guy at the end of the preview.