<P> In the anime adaptation, Medusa uses the truce between her and DWMA to manipulate Stein instead of defeating Arachnophobia . To do so, she forces Crona to implant a magic snake inside of an unsuspecting Marie Mjolnir to worsen Stein's already increasing madness--an act that is present in the manga's plot, but is instead used to keep him from interfering with Medusa's plans--until he runs away from DWMA and joins her . She battles Maka, Marie, and a repentant Crona until Maka defeats her without harming Rachel's body, though she is shown at the end of the anime to have once again survived in the body of a snake (although there is nothing to confirm her soul was inside the snake this time, and she says after her first transfer that she likely wouldn't survive it again without the madness waves from Asura's awakening). </P> <Dl> <Dd> Voiced by: Michiko Neya (Japanese); Stephanie Young (English) </Dd> </Dl> <Dd> Voiced by: Michiko Neya (Japanese); Stephanie Young (English) </Dd> <P> Arachne (アラクネ, Arakune), the leader of Arachnophobia, is the second major antagonist introduced in the series . She is a spider - like witch and the oldest of the three Gorgon sisters . Called a heretic among her kind, Arachne is responsible for creating the first demon weapons 800 years before the series by combining the souls of her fellow witches with humans and ordinary weapons . She goes into hiding for 800 years after being betrayed by Medusa, and escapes Shinigami by scattering her body across the world in the form of countless black spiders and hiding the bulk of her soul inside a golem . She returns to power after Asura awakens and begins spreading his madness wavelength across the world . Her plans involve capturing Asura and plunging the world into madness, eventually discarding her physical body to become a spiritual entity of pure madness to gain the power necessary to control Asura . She is killed by Maka and Soul, who collect her soul and later use it to turn Soul into a Deathscythe, while Medusa possesses Arachne's lifeless body to use as her own . In the anime adaptation, Arachne succeeds in capturing Asura and uses a demon tool called the Morality Manipulation Machine to amplify his madness wavelength . However, Asura turns on her and eats her soul to increase his own strength even further . </P>

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