Ep 31. Drying Happiness! Whose Tears Sparkle in the Moonlight?

Maka and Soul are tracking down the last member of Arachnophobia, Mosquito. They enter a castle where they encounter a mysterious little girl named Rachel. She tells them that Mosquito stole her happiness, and Maka offers to help her get it back.

Meanwhile, Kid and Black*Star are confronting Mosquito himself. Mosquito reveals that he has absorbed the black blood and is stronger than ever before. Kid and Black*Star struggle to keep up with him until they realize they need to work together to defeat him.

Back with Maka and Soul, they follow Rachel to a room where she shows them a painting of herself and her grandfather. She explains that her grandfather passed away and she lost her happiness, as he was the only family she had left. Maka and Soul realize that Mosquito must have stolen her grandfather's soul, leaving Rachel alone and unhappy.

As they search for Mosquito, Black*Star and Kid continue their fight with him. Kid becomes distracted by his own perfectionism and Mosquito takes advantage, trapping him in a web of his own anxiety. Black*Star comes to his friend's aid and together they use their combined power to finally defeat Mosquito.

Back in the castle, Maka and Soul confront Mosquito and demand he return Rachel's grandfather's soul. But Mosquito reveals that he had already used it to power a giant machine that he plans to use to revive the demon, Asura. Maka and Soul realize that they need to destroy the machine to prevent Asura from being resurrected and endangering the world.

With the help of Rachel and her ability to control the castle's gears and levers, Maka and Soul successfully destroy the machine and defeat Mosquito once and for all. Rachel is reunited with her grandfather's soul and her happiness is restored.

The episode closes with the group returning to Death City, where they are welcomed as heroes. Maka realizes that the bonds she has formed with her friends are what give her true happiness.