Upon being devoured by the Death City mecha, Asura lands in the Death Room, where he is confronted by Shinigami and Death Scythe. Meanwhile Black Star, Tsubaki, and an injured Mifune find Angela in Baba Yaga's Castle. Shinigami and Asura begin to battle while Kid, Azusa, and Excalibur observe. As they fight, Asura begins to explain why he does what he does. He believes that all fear in the world is the result of people's imagination. Asura claims to no longer imagine, and plans to end all fear by spreading madness and preventing people from imagining again. Shinigami disagrees with him, and declares that he is this world's guardian. Shinigami appears to have the upper hand until Asura fires a large blast from Vajra at Kid and Azusa. Shinigami blocks the blast with his body and is gravely injured. Excalibur rebukes Asura who stands over Shinigami until he begins to have strange spasms and goes back to Arachne. As she embraces him, he kills her, saying he feared her, and devours her soul.
Elenco: Chiaki Omigawa , Kouki Uchiyama , Yumiko Kobayashi , Kaori Nazuka , Mamoru Miyano , Maaya Sakamoto , Akeno Watanabe , Rikiya Koyama , Narumi Takahira , Houko Kuwashima , Masafumi Kimura , Tôru Ôkawa , Misato Fukuen , Mayuki Makiguchi , Takashi Inagaki , Nobutoshi Canna , Keiji Himeno , Hiroyuki Yoshino , Chieko Honda , Michiko Neya .