Fortunately Blackв†Star is able to destroy the oncoming traps. As he charges forward, Tsubaki warns him that there will be more enemy troops waiting as they get near Baba Yaga's Castle and that there also more traps. After being forced away by an attack by Professor Stein, Stein beginning to realize that there is too much noise.Д«lackв†Star, after taking out more Demon Tool Soldiers and jump down into a cave asks Tsubaki Nakatsukasa where they should go next, and she says straight ahead. She tells them to limit his movements so she can help him.

After that incident, Marie now wants to focus on Stein. With that, Stein attacks Maka and Crona when they try to help Marie. Stein says that it hurts his ears and that he must fix it, and Medusa says the only way to stop the noise is to destroy the radio. Medusa (inside Stein's mind) tells Stein that the radio is broken and that he cannot fix it. She tries to tell Stein to set aside, but his madness blocks him from hearing Maka and the only thing he can hear is Medusa's command and a noise interference on a radio inside Stein's mind. With the Little Ogre watching Soul ready to play the piano Maka, Marie, and Crona connect their souls into the Resonance link and Maka charges at Medusa only to be stopped by Professor Stein. He believes they'll lose the fight if they drag it out long enough, the only chance of a successful battle is all three connect in a Soul Resonance and strike at Medusa together.

Soul realizes that Maka is getting reckless, but a part of him knows she is right about her plan because they are taking on a powerful witch and the best meister in DWMA history.

Maka angrily accuses Soul of being unhelpful and says that she's not waiting any longer, but Marie says that will mess up her original plan. Soul says they'll get their chance once they get an opening, because that's how it's supposed to work, even if it's uncool. When Soul, who is now in The Black Room, explains to Maka that they don't have a battle plan against Medusa, Maka tells him that they cannot win if they hold anything back that can be used to their advantage. Medusa also reminds her of her deal that no one from DWMA can harm her, Maka says she doesn't give a damn and attacks anyway. Crona then thanks Maka for arriving, and when Maka attacks Medusa, Marie warns her that she'll also harm Rachel Boyd if she strikes her down. And before Medusa can kill Crona, Maka Albarn blocks the fatal blow by using Soul in his scythe form.ДЄfter Medusa and Stein begin to back off and Ragnarok rudely complains how they almost died, Maka apologizes to Crona telling them that she is there for them and Marie. Despite having a plan to defeat Medusa, things didn't go as planned as Medusa and Stein gain the upper hand against Crona and Marie. Marie Mjolnir narrates how she and Crona had finally located Medusa Gorgon where Crona was going to settle things with Medusa while Marie wanted to bring Professor Stein home.

Genie hunter ( successfully mastered by Maka).

Rachel Boyd ( rescued, but unconscious).

Watch soul eater dubbed episode 45