But...I think I can tell. Anya-san wouldn’t go back home and leave us behind. When Clay-kun yelled at her, I think she was really angry. Angry that these decisions had been made and kept secret from her...and angry that she hadn’t realized it...She was so angry and frustrated that she didn’t even turn around when I called to her! But...she just didn’t want anyone to see...her tears of frustration…

Tsugumi Harudori, Chapter 38 (Soul Eater Not!)

Soul Eater NOT 38 Cover
Chapter Name
English Title

Death Fest! (Part 1)

Chapter Data Report


Chapter #


Release Date

July 2014

Page #


Anime Correspondent

Episodes 10 and 11

Story Arc

Death Fest

Episode Guide
Chapter 37 (NOT!) Chapter 39 (NOT!)
List of Chapters |Image Gallery

In the aftermath of Sid Barrett's death, Tsugumi Harudori is now separated from both of her meisters. Meanwhile, as the Halloween Death Fest begins, Shaula Gorgon initiates her attack against Death City.

Death Fest (Part 1) is the 38th chapter of Soul Eater Not! It is collected as part of Volume 5. It was adapted as Episodes 10 and 11 of the anime.

Featured Appearances Edit


Girls' Dormitory

Shaula Gorgon's Army

DWMA Central Intelligence and Associates

Death Festival Participants

Yngling Estate

Deathbucks Café




Plot Edit

Death City, Square of LibertyEdit

Soul Eater NOT Chapter 38 - Anya can't face Tsugumi

Anya cannot face Tsugumi

Tsugumi Harudori and Anya Hepburn struggle to cope with the apparent defection of their friend, Meme Tatane, and her murder of their teacher, Sid Barrett. While Akane Hoshi calls for DWMA backup, Clay Sizemore confronts Anya, revealing her true identity—and his own. 

Anya is actually the Princess Anastasia Yngling, who enrolled in the DWMA under a pseudonym. Clay was already aware of her true identity because her nation had forged an agreement with the DWMA to assign EAT bodyguards posing as NOT students—Akane and Clay—to protect her from danger. Now that Meme has assassinated Sid, the DWMA agreement with Anya’s nation necessitates that she be returned home away from further danger.

As Clay urges Anya to depart, she resists: “I will not desert my partners!” Clay cannot tolerate her resistance any longer, shouting, “Sid-sensei is dead!!” His emotional statement breaks through Anya’s resistance. She turns her back to her remaining partner, Tsugumi, and leaves with Akane and Clay. Tsugumi calls out to Anya, asking for an explanation, before Death City security directs her to return to the dormitory.

Death City, the Next Day, HalloweenEdit

Soul Eater NOT Chapter 38 - Anya spots Traitors

Anya spots Traitors

The Death Fest begins. EAT students Maka Albarn and Black Star duel, each wielding their weapons Soul Eater and Tsubaki Nakatsukasa. The festival attracts more customers to Deathbucks, keeping Master, Liz Thompson, and Patti Thompson busy. Ox Ford prepares for his battle.

Anya, escorted by Akane and Clay, is being driven from the DWMA to the airport by her family's butler, Alfred. But as their car is stuck in traffic due to crowded streets from the Death Fest, Anya spots a Death Fest spectator who resembles one of Shaula’s possessed students.

Girls' DormitoryEdit

Meanwhile, Tsugumi rests in bed, recovering from her injuries and mourning the loss of Meme and Sid. Jacqueline O. Lantern DuPre is assigned to guard her door to keep Tsugumi under curfew, a task Jacqueline reluctantly accepts. When asked by Kim Diehl what will happen to Anya, Jacqueline explains that Anya will be taken directly from the DWMA to the Death City Airport, without any stop by the dorm to say goodbye to her friends—and her weapon.

Shaula's Church TowerEdit

Elsewhere in Death City, Shaula Gorgon gazes from a bell tower upon what she anticipates will be her new domain. With her is a possessed Meme, who chants only one word: “Kill.”

Death FestivalEdit

Soul Eater NOT Chapter 38 - Traitors attack Tom

Traitors infect Tom

Ox Ford’s duel continues against the EAT meister Tom and his foil. As Tom claims he will conclude this battle now, he is assaulted by spectators wearing poison-tipped gauntlets that they stab into Tom’s neck. Ox’s weapon, Harvar D. Éclair, recognizes something is wrong with the spectators--Shaula’s possessed students--who have successfully infected Tom. Clay and Akane can hear a cry from the Death Fest followed by a thud on the roof of their car: Ox has landed atop the vehicle, struggling to fight off the possessed Tom. Despite Anya’s calls for Ox to get in the car, he refuses, urging his friends to escape. Under Akane’s direction, Alfred peels out. 

DWMA, Central Intelligence Edit

Reports of the attacks upon the Death Fest reach Mira Naigus. Recognizing that more students have been possessed, she calls Dr. Franken Stein at Patchwork Lab to ask about progress on his antidote to Shaula’s possession. After numerous tests with Eternal Feather’s blood following her possession--and potentially the blood of the corpse of Sid Barrett, which rests in his lab--Stein confirms the antidote is almost ready.

Girls' DormitoryEdit

Soul Eater NOT Chapter 38 - Tsugumi departs

Tsugumi departs

Based on reports of fights breaking out throughout Death City, Miss Misery places the girls’ dormitory on lockdown. As Kim and Jacqueline consider whether a witch is attacking Death City, they can hear Tsugumi’s loud attempts to break out of her room. Tsugumi cannot be convinced to stay because she promised that, by Halloween, she would inform Anya and Meme which of them she chose to be her meister. She goes on to describe a feeling she has about Anya: despite being unable to see Anya’s face, Tsugumi not only sensed but knew that she was holding back “tears of frustration.” This intuition Jacqueline realizes is Soul Resonance, confirming that indeed Tsugumi has forged the link between meister and weapon. Jacqueline refuses to keep Tsugumi under curfew: she coaxes Kim to surreptitiously use her healing magic—through a hug and back-slap—to alleviate Tsugumi of her injuries and lack of sleep. With the encouragement of Jacqueline—and even Miss Misery—Tsugumi departs the dormitory to save Anya and Meme.

Manga and Anime Differences Edit

  • Kim and Jacqueline's interactions with each other differ upon Tsugumi's escape from the dormitory: whereas in the anime Jacqueline refers to a weapon's devotion to her meister before she and Kim shyly look away from each other, in the manga the two more openly tease each other.
  • Alfred in the manga not only looks younger than his anime counterpart but, upon driving hastily away from the battle of possessed students, claims he always wanted to drive like an action film hero.
  • This chapter features the thus far manga-only character Tom, a meister and supposedly an EAT classmate of Ox Ford. He wields a foil, although the identity of that weapon—and whether Shaula's students infected that weapon as well—is not yet known.


  • The Ynglings were both a mythological Scandinavian dynasty descended from the Norse god Freyr, and may have been actual rulers of parts of Sweden and Norway. The Ynglings are referenced in the Old English poem, Beowulf (circa 800 BCE).[1]


  1. Soul Eater Not! Manga Volume 5: Yen Press English translation, ebook, Page 210

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