The Battle of the Shadow Palace is an attempt by the some of the Magic Knights led by Yami Sukehiro, Jack the Ripper, Nozel Silva, Fuegoleon Vermillion, and Mereoleona Vermillion to stop the Elves reincarnation plan which later turned into a fight against Devil (Kotodama Magic) who attempts to enter the normal world in order to wreak havoc.


The Apostles of Sephirah perform a magic ceremony in order to open the Shadow Palace in order to remove the Wicked Heart effect from the Reincarnation Magic in order to complete it as well as banish the souls of the people they already possess. While the Elves who possessed Gauche Adlai, Marie Adlai, and Dorothy Unsworth stayed behind to deal with the humans while the others head in, Yami and Jack instruct the Black Bulls to deal with the threat while they head into the Palace. After the fights Asta, Grey, Gordon Agrippa, and Henry Legolant vs. Drowa and Eclat and Vanessa Enoteca, Magna Swing, Luck Voltia, Charmy Pappitson, and Sally vs. Reve, Asta with a group comprised of himself, Noelle, Mimosa, Fuegoleon, Mereoleona, and Nozel head into the Shadow Palace to confront the Elves and stop their plans.


Asta and the others begin to notice the fluctuating magic around them around them as they move into the tunnel. Asta and Mimosa land in one of the lower areas of the Shadow Palace with Mimosa healing Asta to get him back to full strength and making a guide map of the whole Palace and how there are Elves in most of the rooms. Asta and Mimosa encounter Lira, the elf that has possessed Rill Boismortier, and try to talk with him who refuses to listen to anything they say. Lira remarks how Rill's Painting Magic is far more effective than his Scribble Magic allowing him to create elaborate, deadly paintings to attack the duo. Meanwhile Noelle encounters a revived Fana, Mereoleona fights a revived Vetto, and Fuegoleon fights a possessed Kaiser.

During these fights, Yuno arrives at the Capital with several magic knights in order to assist the Black Bulls in their fight against the Elves. Charmy approaches Yuno and gives him some food in order to help him recover his mana. She then goes with him to the Shadow Palace with Nero failing to stop them from entering the palace with Yuno's necklace. Charmy ends up being separated from Yuno and arrives at Asta and Mimosa's fight. Lira starts to panic with him noting his destructive paintings and how he never wanted to make these destructive creations. Charmy approaches Lira with food attempting to calm him down but he knocks the food out of her hand enraging Charmy who attacks him with Strike of the Sleeping Sheep. Lira knocks Charmy aside but then notices CHarmy changing into a taller slender version of herself recognizing her as a Dwarf-Human Hybrid. Asta is informed by Mimosa of the Dwarves disappearance and Charmy is freaked out by the revelation of her blood along with her Sheep actually turning out to be a Wolf which is a manifestation of her second magic attribute, Food Magic. This magic allows her to consume Lira's magic giving her enhanced strength and putting Lira on the backfoot.


As Rhya collapses from his wound , he thinks back on how he kept up the lie that Lumiere betrayed and killed the Elf Tribe in order so the others would continue hating the humans. Rhya remarked on how he wanted to see the others especially Licht again noting that this lie made his moniker of "Disloyal" quite fitting. Patri runs over to heal him while noting

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