It was good to see Black Star go and kick some ass again with Tsubaki. Maka seems calm even though she doesn't even know where she's going, evidented by her blush and calm tone when Soul told her to stop and think about where to go.

[SPOILER]When Kidd got the "last" demonic tool and destroyed the two clown guards, I think that the voice that came from the red clown was Eibon himself, since he did create the tools and placed guards for them when he vanished from the face of the world. He also leaves Kidd with the question, "What will you do when you've obtained them all?"[/SPOILER]

I have to agree with Kidd, though. On what motives does Shibusen have when they manage to collect almost all of the demonic tools? Use it for the good of Shibusen? That's pretty hard to believe in, since Shibusen seems just as corrupt as Arachnophobia.