Episode 42pic
Episode Name
English Title

Charge Baba Yaga's Castle! Things Are Kind of Gloomy?

Kanji Title

進撃! ババ・ヤガーの城 〜なんかモヤモヤする?〜

Rōmaji Title

Shingeki! Baba Yagā no Shiro 〜Nanka Moyamoya Suru?

Episode Data Report
Airing Date(s)

Japan: January 26, 2009

TV Rating


Story Arc

Arachnophobia vs DWMA Arc

Episode Guide
Episode 41 Episode 43
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Maka Albarn is conflicted regarding the DWMA's preparations to battle Asura, especially after learning they have let Crona and Marie Mjolnir go alone to confront Medusa Gorgon and rescue Franken Stein. As the DWMA and Arachnophobia engage in a battle in the Amazon, Maka abandons the battlefield to help Crona, while Death the Kid leaves to acquire one last magic tool.

Charge Baba Yaga's Castle! Things Are Kind of Gloomy? is the forty-second episode of the anime. Although it features a battle between the DWMA and Arachnophobia, as in the Soul Eater manga, it is not a direct adaptation of content from the arc "Operation Capture Baba Yaga Castle."

Featured Appearances


DWMA Students

DWMA Staff

Stein's rescue group


Medusa's Army





Asura's Bedroom, Baba Yaga Castle

In bed, Arachne Gorgon holds Asura close to him. Clothes are tossed along their bed. She assures him that she will always protect him. The Morality Manipulation Machine is built around his bed, continuing to channel his madness globally.

Maka and Soul's Apartment

Maka Albarn cannot sleep. The television is on, but local programming has ended for the day. She is curled up on the couch in the dark, Maka's mother's postcard on the table. She cannot make sense of recent events: all that is on her mind is how Death made a truce with Medusa Gorgon to allow the witch’s escape, yet Crona remains imprisoned (as far as she knows) by the DWMA in relation to Medusa’s crimes. She tries to focus on stopping Arachnophobia from spreading Asura’s madness further, as it was Death himself 800 years ago who founded the DWMA to stop any Kishin. But she seems worried whether she can trust the DWMA in light of their recent actions.

Her thoughts are interrupted by her mother's postcard, and Soul Eater exiting his bedroom. He asks whether she has trouble sleeping. Maka curtly tells Soul to leave her alone. He turns away from her, removes milk from the refrigerator, and drinks from the carton. He tells her to sleep to prepare for tomorrow’s difficult mission. Maka finally asks Soul whether the DWMA is doing the right thing, in light of Crona’s imprisonment, Death the Kid’s warning and the organization’s halted search for their teacher Franken Stein. Soul says he has no idea, as he only knows as much as Maka does. His remark seems to irritate her. Soul adds that only sleep, not moping in the dark, will help.

Maka and Soul’s Apartment (The Next Day)

Blair sees off Maka and Soul. Soul expresses confidence that they will return quickly, while Blair wonders what bothers Maka. Soul reassures Blair not to worry about Maka, who remains silent. Soul says his meister will snap out of her depression soon as they depart.

Watching them leave, Blair considers whether she could help Asura. She changes out of her nightgown and into construction attire.

Death Weapon Meister Academy

Screens throughout the Academy project a feed from the Death Room, as Spirit Albarn gives preliminary instructions for defeating Asura and Arachnophobia before turning over the discussion to Death himself. Spirit continues: the first step is stopping Asura, then the machines transmitting his madness, and finally Arachne. Spirit then explains that the DWMA is providing Madness Suppressants, distributed to students by the Infirmary.

As Maka listens to her father in Class Crescent Moon alongside Black Star, Tsubaki Nakatsukasa, Liz Thompson, and Patty Thompson, she thinks he and the DWMA are liars, turning their backs on their real mission. If the DWMA will not hold to their mission statement, then she will follow along passively.

Spirit turns over discussion to Death, the eyeholes in his mask glowering, his voice deep. Students wait nervously for his response—only for Death to return to his high-pitched voice and simply wish good luck and victory. Spirit is underwhelmed but continues with instructions to go to Baba Yaga Castle.

While her classmates mill around the Madness Suppressant carts, Maka stops listening to her father and storms out of the room, slamming the door behind her while Tsubaki watches.

In the hallway, Maka encounters Sid Barrett. She cannot face him as she asks about Crona. Coming up the stairs, Soul sees Maka and Sid, but he hides at the stairs to overhear. Sid explains reluctantly that Crona has been exiled from the DWMA, a punishment he considers lenient for a traitor. Maka asks where will Crona go. Sid replies that, when he was alive, he could keep secrets, even as he did inadvertently make mistakes from time to time. Sid then begins wondering aloud—indirectly answering Maka’s question—that perhaps Crona’s exile is a front, in which they leave with Marie Mjolnir, who just resigned from the Academy, to fight Medusa Gorgon and rescue Stein. Maka is shaken, but Sid reassures her that Marie will protect Crona, and that she should focus on using her Anti-Demon Wavelength for her own mission. As Sid departs, Soul is irritated: he thinks this solution by so-called “adults” is insufficient.

Outside Death City

Marie Mjolnir turns back to ask why Crona has stopped walking. They carry a duffle bag and a backpack. Crona claims it is nothing, so Marie curtly asks them to continue their march. While regretful for lying to Maka, Crona looks adamant, remembering how earlier they were crying in the desert, trying to escape Death City and what they did to Stein and Marie. Now, Crona is determined not to turn their back on their responsibilities any more.

Death Room

Azusa Yumi advises splitting forces into three fronts, synchronizing the attacks on the Madness Relays simultaneously. Azusa observes that this is the DWMA’s most ambitious endeavor. Spirit asks whether the Madness Suppressant is effective. Death admits it is only a placebo to deter panic. Azusa chides Spirit for not realizing something so obvious.

Azusa then expresses annoyance: that Death has stationed a Death Scythe like her here in Death City instead of in the battlefield, and sending Crona and Marie on a mission with no relation to the fight against Arachnophobia. Death himself feigns ignorance, while teasing Spirit, who is irritated that Azusa is here. When Spirit admits as much, Azusa glares at him and Death. Death says he kept Azusa here so as not to have all Death Scythes in the battlefield, as he intended to prepare for all possibilities. Spirit then mocks Azusa for her apparent ignorance—which irritates her further. Rather than lash out, Azusa tries to calm down—until she sees Death and Spirit are serving themselves tea and snacks, at which point she shouts at the two. Spirit concludes he does not know how to handle Azusa—which irritates her further.

Death returns to his tea and says everything will work themselves out, so all they can do is focus on problems as they present themselves.

Secret Vault

Joe Buttataki is not pleased with his new assistants that Death assigned to him: Blair, Risa, and Arisa.

The Amazon

Sid leads Mira Naigus and DWMA forces through the forest. He radios to two other teams, one consisting of Maka, Black Star, their weapons, and other DWMA forces, and the Third Squad with Kilik Rung, Ox Ford, their weapons, and other soldiers. Sid tells them to prepare for the attack.

Maka’s team sits under the gigantic roots of a tree. A soldier stands away from them. Black Star hurriedly eats his nutrition bar while Soul and Tsubaki slowly consume theirs. Maka seems unfocused, as upon biting she lets some of her bar fall to the ground. Tsubaki expresses concern, while Black Star tells her not to be afraid when he is here. Tsubaki tells Black Star to be quiet or risk alerting Arachnophobia to their location. Soul sternly tells Maka of all people should she needs to focus. Tsubaki tries to calm everyone down, reminding everyone that Sid has confidence in her Anti-Demon Wavelength and Genie Hunter. Maka, however, worries that she still has not perfected Genie Hunter, and that she is not a great enough fighter. Soul tells Maka to stop being a perfectionist, prompting Black Star to laugh again, and again prompting Tsubaki to tell him to be quiet. Maka asks everyone to leave her alone.

Soul admits he overheard Sid speaking with Maka about Crona and Marie. He then explains why those two are the ones seeking Stein: Medusa’s treaty prevents the DWMA from harming her, but by leaving the DWMA, Crona and Marie are exempt. Soul points out this plan matches Kid’s earlier concerns about how deceptive Death has become. Therefore, they cannot trust the DWMA. Tsubaki then considers that Kid may not be with them on this mission due to his suspicions of Death.

Black Star claps his hands and tells the others not to let other problems remove their focus from this mission. Maka counters that they cannot afford to ignore those other concerns. Black Star responds that he intends to defeat all opponents today in order to surpass God. Maka, however, is not sure what she should do.

Asura's Bedroom, Baba Yaga Castle

Asura remains asleep on Arachne’s lap. Madness still funnels out of the castle. She imagines madness and fire consuming the world. Over a video feed, Mosquito interrupts that he detects DWMA forces arriving. Arachne uses her spiders hidden in the Amazon to find Ox and Kilik’s team marching towards her castle. Mosquito adds that six additional squads are around their Madness Relay stations. Arachne realizes Medusa revealed the location of those stations and Baba Yaga. She orders all troops to stop the DWMA.

Giriko, desiring to kill scores of opponents, orders Enchanters to Golems.

Medusa’s Lair

From her crystal ball, Medusa Gorgon, occupying Rachel Boyd’s body, tells Franken Stein that the battle begins. He is lying on his back, smoking. She brags as a new world order is about to be instituted, as he lies back and, with a mad grin, exhales. Both Medusa and Stein cackle.

The Amazon

Sid receives confirmation that all squads are in place. Before he can deliver orders, explosions erupt at multiple points: Golem have ignited fires. DWMA soldiers rush at the Golem, but Giriko releases Triple-Speed Saw Leg, slicing at least six soldiers to let Golems move forward. Those Golems are then decimated at once. Giriko recognizes the attack: it comes from Justin Law. Giriko and Justin’s attacks connect, producing a large explosion witnessed on camera by Mosquito.

The soldier near Maka’s team orders them to move out. As he leaves, Black Star brags about his upcoming performance, but Tsubaki holds back, pointing out they need Maka to join them. Maka curls her fingers into fists. She admits the DWMA has to stop Asura, but she cannot ignore the need to help Crona and Stein. She remembers Kid’s warning not to trust the DWMA. Soul tells Maka to stop complaining and to make a decision.

Maka thinks about Crona, blushing and smiling at her. She finally releases the tension on her fist and exhales. She finds it amusing that her father to choose her friends wisely, and instead she associates with a rule-breaker like Soul. Her weapon smirks at that remark as Maka tells Black Star she is leaving him and Tsubaki behind to fight Arachnophobia. As Maka and Soul depart, Black Star expresses confusion: he thinks despite breaking rules, she is still the perfect student. Tsubaki smiles in response.

As Maka runs, she promises to find Crona.

Death Room

Azusa, Spirit, and Death continue to monitor the globe.

Baba Yaga Castle

Asura is awake, now grinning madly as Arachne watches over him.

Medusa’s Lair

Stein looks lazily into Medusa’s crystal ball, as she sneers watching the Amazon battle.

Desert outside Death City

Crona again looks back behind them.

A Forest outside Sarcophagus

Death the Kid, armed with Liz and Patty Thompson in demon pistol form, flies Beelzebub to his target.

Manga and Anime Differences

  • Giriko is a full participant in the battle with Shibusen in the anime, but in the manga he wasn't in battle because he was asleep.
    • He fights Justin Law in the anime, while it's noted at this point in the manga Justin is now discovered to be worshiping Asura and is the murderer of Joe Buttataki.


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