Soul Eater Episode 12 HD - Title Card
Episode Name
English Title

Courage That Beats Out Fear – Maka Albarn's Great Resolution?

Kanji Title

恐怖に負けない勇気 〜マカ=アルバーンの一大決心?

Rōmaji Title

Kyōfu ni Makenai Yūki 〜Maka Arubān no Ichidai Kesshin?

Episode Data Report


Airing Date(s)

June 23, 2008

Running Time

24 minutes

TV Rating


Story Arc

Uncanny Sword Arc

Episode Guide
Episode 11 Episode 13
List of Episodes |Image Gallery
After seeing Soul's new scar, Maka searches for the strength to keep her partner safe. It could be a tough prospect - the witch responsible for the wound is dangerously close.

Courage That Beats Out Fear – Maka Albarn's Great Resolution? is the twelfth episode of the anime Soul Eater. It is based on Chapter 9 of the Soul Eater manga.

Featured Appearances













Witches' Realm

Maba, the Head Witch, gathers the world's witches for their periodic meeting. While Medusa, accompanied by Crona, makes her appearance, she almost immediately slinks away, determined to depart for another location, only to have their path blocked by the witches Eruka and Mizune. Medusa feigns politeness to her fellow witches, while Crona has no idea how to respond (only to face Ragnarok's bullying and demand for all of Crona's money).

Medusa asks why Eruka would be so upset. The snake witch assumes the frog witch is upset with bringing Crona to their meeting, which is surprising when one small and hungry witch already brought a human with her. Although these unwanted companions bother Eruka, she is also upset with Medusa's infiltration of the DWMA, and her plans to turn Crona into a new Kishin. Even with Maba's endorsement, Medusa's plans endanger the witches' covenant, evident because Eruka saw Medusa steal something from Maba's room. Because Maba must have lost perspective in her old age, Eruka is determined to stop Medusa, even if that means killing her.

Soul Eater Episode 12 HD - Medusa shoves her hands into Mizune and Eruka's mouths

Medusa shoves her hands into Eruka and Mizune's mouths

Unfazed, Medusa dons a snake-skinned cloak given to her by Crona—then shoves her fingers into Eruka and Mizune's mouths. Medusa says she would like to kill the two, but now is not the time. With a friendly greeting, she departs with Crona, leaving a frustrated Eruka scared.

Death Weapon Meister Academy, Dispensary

Later that day, Dr. Medusa performs a physical on Soul Eater, to confirm that he is recovering since his battle in Italy with the Demon Sword Meister. While Medusa confirms that Soul is recovering well, save for a slight arrhythmia, she senses something else is bothering the young weapon. He explains that he has had nightmares the last few nights since the incident.

Black Room (flashback)

In his dream, Soul, dressed in a pinstripe suit, sits in a fancy chair in a dim room, with red curtains and a checkerboard floor. A photograph plays a skipping record of familiar dimestore jazz. In a few moments, a small demon in a double-breasted suit arrives, dancing out of step with the music. 

The Little Ogre refers to the music as swing, only for Soul to correct him it is jazz. The Ogre replies that indeed jazz would be more suitable for nighttime, while Soul again disagrees, saying music need not follow any schedule so the Ogre should make his own decision. The Ogre replies back that decisions are up to individual persons, like Soul has the decision he can make to give up fear and seize the power he is offering. After being cut up by Crona, Soul should realize he lacks the power to survive, so why not give up his fear?  

The Ogre seizes Soul by his wrist, dragging him into the darkness outside that Black Room. But Soul is fearful of what is outside that room, begging the Ogre to let him remain until his dream ends. The Ogre tells Soul to face those fears outside until he is ready to break the rule . 

Outside the room, Soul finds in darkness, until he spies light far ahead. He follows that light, only to emerge from his meister's stomach, as his meister collapses back, dazed and appearing dead.

DWMA Dispensary

Narrating the dream to Medusa causes Soul to hyperventilate. Not seeing the doctor behind him, Soul fails to notice Medusa smirking, pleased with the progress of her black blood research. As she takes his blood pressure, she assures aloud to Soul that his nightmare is to be expected after the difficult experiences he has had. She asks whether anything else bothers him, only to learn that he has noticed how strange Maka has been acting. Medusa claims she is sorry to hear that.

Class Crescent Moon

Black☆Star and Maka Albarn, with Blair in cat form atop her shoulder, gaze at an oddly appearing jar. Their teacher, Franken Stein, instructs Black☆Star to dip his hand into the jar's Kyūkon Water, as it will help him to increase his soul's strength slowly over time to withstand Tsubaki Nakatsukasa's new Enchanted Sword Mode. Upon dipping his entire hand into the water, Black☆Star feels all of his soul drawn away from him. He removes his hand in time, almost instantly recovering. Stein advises that Black☆Star take this work more slowly, with just one finger at a time into the jar to build up his soul's strength—advice the excited meister immediately ignores, continuing to shove his entire hand into the jar.

Black☆Star shouts that he looks forward to this training, as so far he has been focusing on muscle training only. Black☆Star's new training upsets Maka, as she is surprised this ninja has been so strong so far with just muscle training. As Black☆Star claims he is at a different level of skill than Maka, she exhorts Stein to let her train with the one of those jars as well. Stein refuses, as the water is designed just for Black☆Star's Enchanted Sword training. Stein adds that Black☆Star's desire to be big and a god is his drive to improve. He advises that for Maka to improve is to find her own methods to strengthen her soul to confront the unique challenges she faces. He says anxiety will help her to motivate herself, but until she realizes what she lacks—without some goal—he cannot help her. Before departing, Stein welcomes Maka to see him once she realizes what she lacks.

Blair then reminds Maka that preparations remain for the party the meister is hosting in honor of Soul's recovery and Black☆Star and Tsubaki's first soul acquired.

DWMA Dispensary

As Soul dresses, Medusa orders him to return in one week. His dressing is interrupted by Maka, happy to announce she is ready to head home for final party preparations. But upon seeing the scar across Soul's bare chest, she feels to blame for his injury and quietly says she is leaving the Academy now and for Soul to follow when he is ready. As soon as she shuts the door, Soul tells Medusa how pained Maka looks when she sees his scar. Medusa is silent.

Soul and Maka's Apartment

Soul Eater Episode 12 HD - Get Together at Maka and Soul's Apartment

Maka hosts a celebration at her and Soul's apartment

At sunset, Soul and Maka's friends have finished the dinner portion of their get-together in celebration of his discharge from the infirmary and Black☆Star and Tsubaki's first soul possession. Black☆Star compliments Maka's cooking—in quantity, finding the flavor to be lacking. While their female peers compliment Maka's cooking to make up for Black☆Star's crassness, Death the Kid is impressed with how tidy the apartment is. Soul responds that the apartment is so tidy because Maka pesters him to clean it up. Kid asks whether the two live alone, only to be answered by the arrival of Blair, in her humanoid form and wearing only a towel. She asks whether any of the party-guests would like to bathe with her. As she stretches, her towel falls to the floor, stunning some guests and giving Soul yet another nosebleed. As Kid wonders whether this apartment is always so strange, Soul begs one of his friends to take this cat home with them.

Death City

Meanwhile, Medusa has departed the Academy. She thinks about how Soul's frequent nightmares are a sign that the black blood is now affecting him. Because Soul has recovered from his physical injuries, now is the time to test how the black blood interacts with his body. She holds in her hand a key that she stole from Maba during the witches' meeting, with which she will release a prisoner to fight Soul.

Once reaching an isolated alley, however, Medusa senses two enemies near her: Eruka and Mizune confront her again. Medusa feigns disbelief that these two "friends" would want to kill her. Eruka tells Medusa that witches are supposed to raise hell, but so long as Medusa risks exposing witches to Lord Death, they cannot afford to let a liability like this snake witch survive. Medusa drops her pretense, replying that Eruka's outfit makes her so obviously a witch that it is dangerous for her to be in Death City. Eruka responds that with Soul Protect and her transformation magic—the latter a magic that Medusa lacks—they can either kill her or depart. And even if Medusa wanted to fight back with her own magic, she cannot afford to release her Soul Protect without Lord Death and the meisters locating her. Proud of her own plan (and corny amphibious puns), Eruka releases her Soul Protect, as does Mizune.

Soul and Maka's Apartment

This soul protect release alerts Maka, who shouts that witches are in Death City and, before her weapon can follow, departs their apartment.

Death City

Soul Eater Episode 12 HD - Mizune explodes

Medusa blows up Mizune

Despite seeming outmatched by Eruka and Mizune, Medusa maintains her calm. She removes her physician's lab coat—revealing to Eruka that her bare arms no longer have their customary snake tattoos. At that moment, Mizune begins to writhe, and Eruka realizes why Medusa lacks her tattoos: those were Light Serpents, snakes transferred from Medusa's body through the hands she shoved into Eruka and Mizune's mouth. As Eruka watches the snakes, by Medusa's order, rip Mizune apart from the inside, Eruka realizes Medusa can do likewise to her. Medusa confirms she has multiple snakes in her body, all with magic without need of releasing Soul Protect.

Medusa prepares to release those snakes within Eruka but is interrupted by the arrival of DWMA members. Eruka uses the distraction to transform into a frog and hop away. Medusa hastily replaces her coat but is surprised that the two meisters who arrive to see her are Stein and Maka.

When Stein explains he and Maka sensed witches in this alley, Medusa claims she had sensed them as well, came to this alley, but could find no such witches. Maka considers whether the witch she sensed was the same one that she and Stein encountered at Santa Mario Novella Basilica in Italy, but Stein is not convinced. As Medusa suspiciously eyes Stein, he explains that the witch in Italy had the Demon Sword Ragnarok and his meister Crona with her, and the witch in Italy seemed too cunning to release her Soul Protect in the middle of Death City for no reason. As this witch in Italy has an interest in meisters and weapons, she likely is hiding within Death City to observe students. But Stein hastily adds that this is merely conjecture and that he is happy Medusa is safe.

As Stein and Medusa and talk, Maka considers how frightened she is should she ever face Crona and Ragnarok again. She intends to grow stronger, yet she does not know how. Maka then hears Soul call out to her, her weapon having followed her from the apartment and followed her to this alley to see whether she is okay. He notices how odd she has been acting. Maka then remembers how she could not face him before because of his scar, and she realizes that she must overcome her fears of having Soul hurt. She puts a hand onto his chest, intending not to let her fears bother her anymore. Soul is confused, until Maka approaches Stein and says she knows what she lacks. Stein studies her eyes, and he realizes she has gained the courage to fight her fear. He instructs her and Soul to come to his office tomorrow morning for a special lesson.


That night, Eruka hops as fast as she can, but as she is far enough away from Death City, she can rest. Unfortunately for her, Medusa has caught up with her—dropping a foot atop the frog—because she could sense the location of those snakes within the frog's body. Medusa threatens to kill Eruka unless the frog follow instructions: with the key she drops onto Eruka, Medusa orders Eruka to infiltrate the Witch Prison to release Prisoner 13, who she will order to fight Soul to see how the black blood works within him. Shocked, Eruka says she cannot release that Prisoner 13 without facing exile from, or death by, the witches. Medusa says Eruka can just die by her snakes if that is preferable, prompting the frog witch to acquiesce.

Witch Prison

An inmate counts, adding two plus one repeatedly. A guard is annoyed that this prison is up to this arithmetic again, the prisoner claiming he is multiplying, not adding. Their discussion is interrupted by a howl that silences both. This howl comes from a blindfolded man, kept in a cell with shackles across his hands feet along with a ball and chain. This intimidating man says he desires one thing: to watch a good comedy.

Manga and Anime Differences


  • This episode introduces Mizune, who will be shown in a later episode as being one of many Mizune sisters.
  • In the Funimation English dub, Maka says she is upset Black Star can grow stronger by using the Soul-Sucking Water, whereas in the original Japanese, she actually is upset that Black Star has up to now engaged in only muscle training. Both pieces of dialogue address the same point, however: Maka is upset because Black Star, having exhausted his muscle training, now can focus on just the Kyūkon Water, while she is trying to improve at both muscle and soul training.
  • The back of Soul's shirt has a crescent moon under its collar.
  • Eruka claims Medusa lacks transformation magic. In the manga and the anime, it is shown that Medusa instead locates her soul within her own snakes or humans like Rachel Boyd.
  • Posters in this episode feature cameos from characters designed by Atsushi Ōkubo for other series.
    • When Maka stands up in her living room upon sensing Eruka and Mizune release their Soul Protect, a poster behind her shows Shotaro and Charisma Justice from Ōkubo's previous manga series B. Ichi. The poster also says "B-1," an abbreviation for "B. Ichi" ("ichi" meaning "one" in Japanese, hence turning "b. ichi" into "b. one," a pun on the bones that Shotaro uses for his superpowers). Charisma Justice was confirmed as a character in the Soul Eater universe in Episode 9, in which Black☆Star is reading a comic book featuring the character.
    • When Medusa is about to kill Eruka, before she transforms into a frog, one of the posters in the alley has a cat and rat on it. The rat resembles Rat, from Ōkubo's Soul Eater GAIDEN.
  • The alley in which Eruka and Mizune surround Medusa in Death City includes numerous signs, including ones featuring Death, the Death Weapon Meister Academy, and announcements to encourage challengers. One sign has a large hand resembling Death's with the word "STOP" across it, similar to the gesture and the same word that appears along it when Death stops Spirit Albarn from confronting Blair in Chapter 0.1 of the manga.
  • This episode hints of Stein's awareness that Medusa is the witch from Italy, based on his reply to Medusa about the likelihood that either Eruka or Mizune were that same witch, as well as the staging of the scene so that Medusa and Stein never face each other while seeming to speak around the topic of that witch's identity.
  • In the next episode's preview, Medusa says she will replace Soul Eater with a new show, Pretty Doctor Medusa, a show not proper to show in prime time. Maka arrives to push the snake witch away with Witch Hunter, then Medusa performs a spell to make flowers appear around the meister.
  • The Funimation English dub of this episode includes additional performances by Ian Sinclair, Anthony Bowling, and Wendy Powell. Trina Nishimura, who voices Mizune in this episode, is credited as an extra. Sinclair is also the English voice for Akane☆Hoshi in the anime Soul Eater NOT!

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