What You Will is the 12th episode of the Little Witch Academia anime series.


Akko hopes to win the same award at the upcoming school magic festival that Shiny Chariot won years ago, but Diana looks to be the prime candidate.


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As Luna Nova prepares for their annual Samhain Festival, during which the most exemplary student is crowned the Moonlit Witch, Diana is put in charge of the committee while Akko's group is stuck playing symbolic sacrifices for an ever-sorrowful ghost. Determined to become the Moonlit Witch like Chariot was, despite everyone's low expectations of her, Akko gets pranked by a mischievous magic mirror, which turns her into an exact likeness of Diana. While initially eager to pull pranks while in this form, Akko quickly becomes aware of the responsibilities and talent Diana has, becoming dejected by the time the real Diana appears and turns her back to normal. Encouraged by Ursula to focus on what she can do instead of comparing herself to others, Akko is once again called to the Fountain of Polaris, which shows her a vision of Chariot through the perspective of one of her friends. Realising that Chariot cared more about simply bringing joy to others with her magic rather than striving to be the Moonlit Witch, Akko ends up learning a new spell.

Order of appearances

Characters Tools Spells Creatures



Woodward in her magical mirror.

  • The light from the Shiny Rod that guides Akko to the Fountain of Polaris radiates from the third stars, representing the third Word, Arae Aryrha.
  • The purposefulness of the magical mirror transforming Akko into Diana is revealed when Woodward appears in the magical mirror and three leaves representing the first three Words of Arcturus flutter at its base. The experience of being Diana is how Akko learned to not compare herself to others.
  • Akko is intimidated by an entry in Diana's diary expressing her intention to obtain the ultimate power of the Grand Triskellion and revive magic in the world. She does not learn until Chariot of Fire that this is her destiny, not Diana's.
  • The phoenix Chariot transforms into with Arae Aryrha is the "spirit animal" form she gains from the power of the stars in "The Fountain of Polaris", which most likely occurs later chronologically. By that time the golden light on the Shiny Rod indicates she had already unlocked the Third Word.
  • The face paint used on Hannah and Barbara are a reference to the American band, Kiss.[2]
  • This episode takes place in October, along with "Blue Moon" and "Samhain Magic", as stated in the chronicles book.[3]


What You Will has an associated gallery here.



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