Long ago, the humans and cats of Ulthar, city of cats, were struck by a great tragedy. For generations, the souls of those who were at the center of this tragedy have been sealed away by the king of cats. Chise and Elias travel to Ulthar in order to complete Simon's second task: to purify the spirits that remain.

With Chise being transformed into a fox, she takes off running into the woods. Elias chases after her. Later, Chise is visited by the Leanan sídhe, who is attached to Joel, claiming that Joel will not wake up.

As the dragon rampages, Elias tells Chise they must absorb the dragon’s magic in order to stop it. This leaves Chise in a predicament as Elias becomes unable to help.

Having captured Chise, Cartaphilus begins grafting parts of her onto himself. He forces her to relive some of her worst memories.

An otherwise educational and relaxing camping trip with her classmates ends with a terrifying encounter in the shadows of the night forest, forcing Chise to rely on her own wits and abilities instead of Elias' magic.