Soul Eater Chapter 33 - Cover
Chapter Name
English Title

Retaliation Class

Chapter Data Report

Volume 9

Chapter #


Page #


Anime Correspondent

Episode 33, "Play the Melody of the Souls?"

Story Arc

Brew Arc

Chapter Guide
Bonus Chapter: Legend of the Holy Sword Chapter 34: "BREW"--The Tempest (Part 1)
List of Chapters |Image Gallery
As Stein struggles to maintain his sanity, Death assigns him to perfect his students' training at Soul Wavelength Synchronization. But how will this training be successful when Maka Albarn and Black Star continue to butt heads?

Retaliation Class is the thirty-third serialized chapter of the manga Soul Eater. It was reprinted in tankōbon form in Volume 9. It was adapted as Episode 33, "Play the Melody of the Souls?" in the Soul Eater anime.

Featured Appearances


Death Room

Death informs Franken Stein that Arachnophobia has located another one of Eibon’s creations, known as the Tempest or Brew. Death instructs Stein to begin more intensive instruction of his students immediately.

Splash Page

Soul Eater (with Blair resting in cat form atop his head), Maka Albarn, Death the Kid, and Black Star sneer on a winter day, as snow falls around them.

Shibusen Second Campus

Atop the barrier at a park nestled at the Academy, Black Star is trying to use Tsubaki Nakatsukasa’s Uncanny Sword mode. Black Star realizes he must recognize “the other presence inside Tsubaki” if he is to make the Uncanny Sword follow his command. Tsubaki asks her meister whether he can sense the wavelength of her entire clan within the sword.

Tsubaki’s Soul

Soul Eater Chapter 33 - The Will of the Nakatsukasa

Black Star discovers the Will of Tsubaki's clan.

Black Star feels his feet rest upon water. He looks up to see Tsubaki, unclothed with marks across her body, standing beneath a large elk-like creature. This being, the Will of the Nakatsukasa, asks Black Star, the “little one,” what is his aim. The Will thinks Black Star’s eyes look demonic.

Shibusen Second Campus

Liz Thompson interrupts Black Star, ordering him to join her and their classmates for Team Soul Resonance Practice with Stein. Tsubaki transforms out of her weapon form, while Liz admonishes Black Star that pushing himself too hard will ruin his health. Black Star responds that he has to try or else he will not accomplish what he wants to do. Allowing his “awesomeness” to take the lead, he tells Tsubaki and Liz to hurry up and follow him.

Deep inside the park of the Second Campus, Black Star has joined his classmates, bragging to Stein that he has “brought the chicks.” Stein asks whether Black Star has improved at his use with the Uncanny Sword by using the Soul-Sucking Water he had given to him earlier. Black Star shocks Stein and Tsubaki by claiming he drank the water, and aside from feeling a bit sleepy, he recovered with no problems. While frustrated with Black Star’s recklessness, Stein is impressed Black Star could withstand this stunt when even adult meisters could not. Black Star shouts that the recklessness was no problem, as he is a god, a remark that annoys Maka Albarn.

Stein begins the day’s lesson by explaining that, as other teams of students have synchronized their wavelengths as part of the larger Duel Arts training, he worries the team in front of him will fall behind. As Shibusen will soon launch an attack against Arachnophobia, Stein must screen students who are sufficient for combat—and exclude any teams who are not strong enough. Therefore, by the end of today, any teams who fail to synchronize their souls will be removed from Stein’s class.

Maka, Death the Kid, and Black Star stand apart from each other to form a triangle, each holding their weapons to begin synchronizing. Maka chastises Black Star to “do it right this time,” while the ninja insists he always does it right. Maka orders them to begin. Soul Eater senses that Maka and Kid are able to connect their souls, but when Black Star sends his soul out to the two meisters, the synchronizing collapses. Stein orders the students to try again, and this time Black Star’s attempt not only collapses the chain but causes Black Star and Kid to stumble.

Stein reasons that the failure to synchronize owes to Black Star having surprasses his wavelength ahead of his clasmates, yet he senses another reason.

As Stein analyzes that other reason, Maka shouts at Black Star is ruining the opportunity for the rest of them to synchronize because Black Star always refuses to coordinate with others. Black Star responds that he should not have to lower himself when everyone else is a “slowpoke.” He refuses partnership with such “shitty-ass” persons, requiring Kid to intervene between the argument between him and Maka.

Stein says that the students should practiced more patience: as they have all day, he asks them to relax and take a break. As he departs, Maka criticizes Black Star as being a jerk, while the ninja stays silent.

In the park, Stein collapses against a tree, confused by his students’ slowed progress. His thoughts are interrupted by Maka, who has come to complain that Black Star is never going to improve and, so that she is not removed from Stein’s class, that the teacher must remove Black Star from their team. Stein, annoyed, tells Maka that she is the problem and should be removed from the team, so she had best leave him alone right now. Maka yells that it is Black Star who is the problem, refusing to be cooperative. Stein responds that Black Star should not have to limit his power, and the lesson for the day is for Maka to sense something mmore fundamental. Maka acquiesces, promising to try again so not to be removed from class. As Maka departs, Stein smiles, satisfied to hear. But Stein then worries about why he himself is so concerned to rush his students. He then realizes it is his encroaching, worsening madness that is the cause of rhis consternation.

Soul Eater Chapter 33 - Black Star blocks Maka

Frustrated with her classmate, Maka tries--but fails--to land a punch onto Black Star.

As Black Star and Kid discuss options to improve their synchronization, Maka returns. Realizing Maka “tattled” to Stein, Black Star sneers that he and Maka are hardly that different when they both do what they want without concern for others. Furious at that comparison, Maka lunges at Black Star, who effortlessly blocks the punch and flips Maka to the ground. Kid attempts to intervene, stopped by Soul who says the two meisters must work out this problem on their own. Maka is on her feet again, swinging again at Black Star and managing to connect her punch. Black Star asks whether she is satisfied and warns her that, if she intends to strike him again, she better be ready for a formal duel, at which point he will crush her. Maka grows reticent and steps away. As her classmates watch, Maka screams that Black Star is an “asshole” and storms off. She covers her face as she cries, struggling to ignore how the nearby team of Ox Ford, Kilik Rung, and Kim Diehl observe her supposed tantrum.

In response to Maka’s actions, Tsubaki punches Black Star in the head. The ninja apologizes to the weapon and asks for her help.

At the barrier where Black Star was practicing earlier, Maka’s nose is red, her eyes still watering, as she bemoans that she wishes she was as strong and careless as Black Star. Tsubaki arrives to sit next to her friend, comforting her. Maka asks how Tsubaki can stand being Black Star’s “own personal slave.” Tsubaki responds with a question, asking which kind of a person Maka thinks Black Star is. Maka responds, “He pisses me off.” Tsubaki then admits that she hides some secrets about who Black Star is, revealing that he actually studies before every test. Neither Tsubaki nor Maka understand how he could score zeroes on each test when he studies, and that fact makes Maka wonder how, if Tsubaki cannot even understand Black Star, how she can still resonate with the ninja. Tsubaki responds that Maka usually gets along with Black Star, because friends like them do not need to understand everything about each other. Maka then remembers Stein’s instruction that the day’s lesson is to sense something more fundamental about each other. She realizes that was the point of today’s lesson and, excited, Maka encourages Tsubaki to hurry up to return to the group. As Maka takes Tsubaki’s hand to follow, Stein, eavesdropping, smiles.

But as Maka approaches their classmates, she hesitates, with Tsubaki having to literally drag her. Tsubaki assures Maka that their friends will not worry that Maka fought over something silly. As Maka looks up, she sees Soul staring at her. Worried that her weapon is making fun of her, Soul says, “There’ll be plenty of time for makin’ fun of you after we pass.” He tells her to hurry up as their classmates are waiting.

Maka stands before Stein and her classmates, apologizing. Black Star replies by shouting that they are ready to get started.
Soul Eater Chapter 33 - Soul Wavelength Synchronization

The trio successfully synchronize their soul wavelengths.

The three meisters stand again with their weapons in hand as Stein watches them. Maka thinks that, as these classmates are her friends, who are willing to trust their lives in them, so is she: this is innate knowledge, not needed to be spoken, hence just needs to be felt, like she can feel Kid and Black Star’s wavelengths.

As Soul feels the wavelengths, a door opens in his soul space, the Little Ogre staring at him from the Black Room. The Ogre realizes Soul must hear how the wavelengths resemble music, in rhythm and notes, so why does he not help his meister resonate? The weapon tells the Ogre to shut up, as Soul taps his fingers onto his legs, enjoying the music of his friends’ souls. The three meisters link their souls, a large energy circling around the trio. Soul realizes that friendship, like this resonance synchronizing, depends not on understanding absolutely but respecting and trusting each other. Soul concludes that it is the differences between these people that the harmonious music of their souls may exist: if these people were too similar, then the combination of sounds would never happen.

Stein remarks that while the synchronization is “rough around the edges,” he will pass the students. He also chooses Maka as leader for this new team.

Death City, Evening

Soul Eater Chapter 33 - Black Star punches Maka

Maka and Black Star make up--by one of them punching the other in the face.

After class, the students walk home. While Patty Thompson is happy that they have passed, Black Star complains about a certain “someone started cryin'.” Liz defends Maka, claiming “girls think about things you wouldn’t even understand.” As Liz rests her elbow atop Maka’s head, the frustrated meister claims she never cried in public, as she has “more self-respect than that.” To prover her point, Maka challenges Black Star to hit her, as payback for punching him. Despite Tsubaki’s protests, the two meisters agree: Black Star refuses to hold back, as Maka challenges whether Black Star even knows how to punch. One of his punches knocks Maka back into a garbage can. While the Thompsons laugh at the scuffle, Soul complains the action was not cool, Kid claims Black Star could have held back, and Tsubaki is shocked. But Maka smiles broadly, despite the pain.

Baba Yaga Castle, Arachnophobia Headquarters

Mosquito and Giriko approach Arachnophobia soldiers and Mifune, instructing them that such a powerful tool as Brew belongs to Arachne, not Shibusen. Giriko summarizes: “This means war!!!”

Manga and Anime Differences

  • In the anime’s corresponding episode, Patty was with Liz to bring Black Star and Tsubaki to team training. In this chapter of the manga, it is only Liz who arrives to bring the ninja and sword to training, as Patty was with Maka, Stein, and the others waiting for Black Star and Tsubaki’s arrival.
  • When Soul approaches Maka and Tsubaki to bring them back to class, Maka's reaction is longer in the anime than it is in the manga—and more animated, her arms twirling like a windmill.


  • Maka’s snow mitten has the Soul Eater logo, which resembles Soul’s own soul. The logo will appear later in Chapter 97 on the armbands of the members of Spartoi before their mission on The Moon.
  • The snow falling onto the characters in the splash page foreshadows their trip in the next chapter to the snowy Alaska Lost Island.
  • This chapter is one of the first times in which Black Star finds himself in a watery location, facing a giant being asking about the power he seeks to command. In the Salvage arc, Black Star will confront the Great Old One of Power within the Book of Eibon, inside a watery domain where he will again be asked which power it is that he seeks.

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