Soul Eater Chapter 46 - Cover
Chapter Name
English Title

Operation Capture Baba Yaga Castle (Part 1)

Chapter Data Report

Volume 12

Chapter #


Page #


Anime Correspondent


Story Arc

Operation Capture Baba Yaga Castle

Chapter Guide
Chapter 45, "The Deal" Chapter 47, "Operation Capture Baga Yaga Castle (Part 2)
List of Chapters |Image Gallery
Shibusen staff and students struggle to accept Death's decision to establish a temporary truce with Medusa towards the capture of Arachnophobia's headquarters. Before they can arrive at Baba Yaga Castle, however, Maka Albarn and her peers must fight their way through the Amazon, including against a monster born from Arachne's magical pollution.

Operation Capture Baba Yaga Castle (Part 1) is the forty-sixth serialized chapter of the manga Soul Eater. It was reprinted in tankōbon form in Volume 12.

Featured Appearances


Shibusen in Medusa Gorgon's Group

Medusa's Army

Shibusen Faculty, Staff, and Students

Amazon Monsters





Death Room

Shibusen staff have gathered to discuss with Death his decision whether to accept Medusa's terms, as today is the deadline. After admitting their current intelligence about Arachnophobia is insufficient to take down Arachne's organization, Death decides to give Medusa full command of this operation to seize Baba Yaga Castle.

Death Room (Two Days Earlier)

Over tea with Death and Medusa, Spirit Albarn advises providing Medusa not full command but only a remote post, away from Shibusen key agents. Medusa refuses: she must be on "the battlefield." But Medusa then clarifies that this operation is not about a "massive battle" but a low-risk covert mission consisting of a few Shibusen agents along with her associates Mizune, Free, and Eruka.

As Arachnophobia will expect Shibusen to attack directly in the open, Medusa instead will lead a small force so to minimize the number of potential deaths for DWMA agents. A few agents is all that is necessary to take down an entire organization: Medusa cannot resist mentioning that the Academy fell to just four people (she, Eruka, Free, and Mizune). Death is hesitant, pointing out that his concern is not about minimizing his causalities but trusting those agents to Medusa's command.

Medusa also wants to decide which DWMA agents to include, with only students as they are less likely to "overthink" her orders (hinting they will follow her orders without question). This team will include someone with excellent soul perception (shown later to be Maka Albarn), someone who can make clear decisions and calm the team (shown later to be Ox Ford), and someone with brute strength (specifically citing Black☆Star as an example but who is shown later to be Kilik Rung). As she was a physician at the Academy, she will make the protection of their students her top priority.

As Spirit criticizes including students on such a dangerous mission, especially with Medusa in charge, the witch counters that, with her magic, she is the only one present at the Death Weapon Meister Academy who can get Death's soldiers through Arachne's Sensor Net, a spiderweb around Baba Yaga Castle that, if tripped, alerts Arachne immediately to anyone's arrival. Because this Sensor Net is reconfigured every few days, Medusa's intelligence will soon be outdated unless they begin the operation soon.

Nakatsukasa Residence (Present)

Death appears on a mirror before Tsubaki Nakatsukasa, asking how is Black☆Star. Tsubaki responds that he has taken it easy, with some walks and strategies to determine how to control the Uncanny Sword, but she is not confident he is ready for a mission. Death remarks that "no half-hearted soul's gonna be able to persuade that infamous Will of Nakatsukasa." But based on her confidence in her meister—and based on how enamored her parents are with him—Tsubaki has confidence in Black☆Star. Nevertheless, Death orders Tsubaki not to tell Black☆Star anything about the Baga Yaga Castle mission, otherwise he will insist on coming before he is ready. Tsubaki is adamant that she and Black☆Star will participate in this mission as soon as possible.

Class Crescent Moon

As Sid Barrett gathers his students to announce that they will be the "key players" for seizing Baba Yaga Castle, Kilik Rung is pleased with the news that they know where Arachnophobia is located, and even happier at the chance to "kick some Arachnophobia ass." Sid refers to the operation as one of assassination: the students will act independently to enter Baba Yaga Castle and attack Arachne directly. Sid then announces the students will have a commanding officer—and before he can reveal her name, Maka Albarn, considering the timing of this operation coupled with the intelligence about Kim Diehl and the other two witches within Death City, already realizes that this mission's leader will be Medusa.

As Kilik and Soul Eater express their anger at being led by Medusa, Sid informs the two they can drop out of this mission if they cannot cooperate. As Soul prepares to leave, his meister stops him, reminding him that working with Medusa can allow them to learn where Crona is located. Kilik asks whether Ox Ford and Harvar D. Éclair intend to join this mission. Ox reasons that Shibusen would not assign these students unless the school really needed their help: he is not about to refuse orders. When Kilik reminds Ox that it was Medusa that led to the loss of Kim, Ox takes a similar approach to Maka's--only he announces that, if Medusa crosses them, he will kill her. But, Ox adds, he depends on Kilik's presence on their team, which leaves Kilik quiet and Sid impressed at Ox's ability to mediate.

Death Room

Sid arrives with an update as to Medusa's team, reminding the witch that he could care less about meeting her requirements. He presents his list of students for her team—the meisters Maka, Ox, and Kilik, along with their weapons—and his own demands. First, Death the Kid and the Thompson sisters will be part of Medusa's team because they are capable fighters and will be Shibusen's guards against the witch should she turn against them. Second, Azusa Yumi will be positioned outside of the range of Arachne's Sensor Network, watching Medusa—and will perform a sniper assassination against the witch should she get out of line. Medusa smirks, unsurprised by Sid's distrust.

Death dismisses all present, ordering them to return at 6:00 AM tomorrow to begin their mission.

Soul and Maka's Apartment

That evening, Soul kicks back on the couch next to a gramophone. Seated next to him is Maka, who despite reading a book cannot get her mind off of Medusa.

Death Weapon Meister Academy

It is a rare occasion for Death to stand outside of the Death Room, even rarer for him to stand beside Medusa. They look at the students assigned to capture Baba Yaga Castle. Seeing the witch, Maka clenches her teeth. With a reminder that Azusa's team is outside the Sensor Network, Death assumes a serious face and orders Operation Capture Baba Yaga Castle to commence.

Amazon River Basin, South America

The boat carrying Medusa's team reaches the shore, as all must proceed on foot, Medusa clearing a path with Vector Arrows to cut brush away. Despite Maka's hostility to Medusa, the witch says she requires her Soul Perception to locate Arachne. Kilik is less friendly than Maka, admitting his desire to kick the witch's ass. Medusa demands Kilik stop—not because of his shouts but because he is about to knock into Arachne's Sensor Threads, alerting Arachnophobia to their location. Medusa says she is committed to protecting this team, or else Arachne will win. Medusa then orders the students to walk forward in single file, as her magic detects the path to take away from any more Sensor Threads.

The students walk by the river, with darker lines like spiderweb crossing the liquid's surface and nearby mushrooms and plants. Concerned this water is a trap, Kid orders Patty not to "do anything stupid." Meanwhile, Maka notices Fire and Thunder crying. Kilik explains that, as Earth Shamans, the siblings can hear Nature itself crying. Medusa agrees, sensing that Arachnophobia's demon tool development has polluted the river with magic. While Medusa compares the cries of Nature to the cries of children to their parents, Soul is not impressed: "You get off playing all high-and-mighty" after turning the world into madness, all because she has no bit of compassion. Medusa remains silent.

Soul Eater Chapter 46 - Amazon Monster

Medusa's team faces the Squid(?), a result of Arachne's magic pollution.

A splash comes up from the water. Soul asks Maka to sense the presence, and she announces it is a soul, not that of a human, but of something big. The creature reveals itself, a large monster rising from the water, its eyes mad, its tentacles lapping out of the water. Medusa realizes the magic pollution has mutated the local animals into monsters. Soul and other weapons transform, and Medusa orders her students to spread out. As the meisters take to the trees, the monster releases its tentacles, reaching to pin the students against those branches. With her chant, Medusa summons Vector Arrows, cutting through the tentacles and saving Maka and others. Ox gets to the ground, unleashing Lightning King Quake and sending the creature away.

But Maka senses the creature still lurks under the water, waiting to strike again. Tentacles rise out of the water, almost slicing at Ox's face. An arrow appears below Ox's feet, as Medusa uses Vector Plate to carry a surprised Ox away from danger.

From the branches above, Kid fires upon the monster, but Maka sees no effect by those wavelength bullets or Ox's lightning. Medusa explains the monster's skin is strengthened by magic, requiring the students to peel away the skin. Medusa first will stab at the monster with an arrow, then she will use her magic to break down the skin's coating at that wound. After enchanting Kilik's weapons with Vector Boost to double the power of his punches, he will punch at the wound to disable the monster. She orders the other students to back up her and Kilik.

Soul Eater Chapter 46 - Kilik punches the Monster

Combined with Medusa's magic, Kilik defeats the Amazon basin monster.

Medusa releases Vector Arrows at the monster's forehead, then performs the magic spells Analyze and Decompose to open the hole in the monster's skin. Following Medusa's order, Kilik leaps at the monster, drawing upon Vector Boost to strengthen his Triple F attack. The monster is downed, and Medusa brings Kilik back to the team with a Vector Plate. Both Kilik and Maka are shocked at the extent of Medusa's magic, but the witch orders the team to keep walking.

The team arrives at a mineshaft dug earlier but now used by Medusa to gain entrance to Baba Yaga Castle. They are met by an Arachnophobia agent, revealed to be one of the Mizune Sisters, who will guide them inside. Medusa orders the students to follow.


  • Medusa claims the Academy fell to "just four people, including myself." She refers to the other three as Mizune, Free, and Eruka. However, her claim ignores that she had assistance from Crona and Ragnarok. Ignoring the fact that Mizune is made up of at least five sisters (who were attacking Death City, not the Kishin Shrine itself), the Academy fell to at least six, not four, people.
  • Medusa's description of students with strong soul perception, good mediation skills, and brute strength sound like a description of Maka, Kid, and Black☆Star. The actual initial team of Maka, Ox, and Kilik identifies some similarities between Kid and Ox, and Black☆Star and Kilik.
  • Sid's shirt says "Living Dead."
  • Chapter 46 confirms the location of Baba Yaga Castle in the manga is in the Amazon.
  • In Chapter 46, Sid refers to Liz and Patty by their full first names.
  • Medusa claims witches do not possess Soul Perception.


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