Simon, who is assigned by the Church to keep an eye on Elias, visits with some business. One of his requests brings Chise and Elias to the ends of the earth, where they meet Elias' mentor, Lindel, along with an old race on the verge of extinction. An old one, about to return to the earth, spends his last moments sharing a dream with Chise.

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.

To sorcerer Refnred's eyes, Chise is a sad girl, being duped by a mage. But no matter what Elias' true motives are, Chise has no intention of leaving him. Elias was the first person to value her, after all. As she walks towards the epicenter, she learns of the truth behind it. The sight of a boy appears behind the tragedy.

Lindel finishes the staff that Chise had finished carving. As she finishes, she meets an old friend, who offers her some wise advice.

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.

Elias earns the help of many, and they form a search party for Chise. Meanwhile, Chise and Cartaphilus relive his past together.