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Unlocks: Swarm’s “Bee is for Butt Stinger” Ability
Make your way through the carnival until you reach The Promenade, and prepare for a big battle.
Once you’ve cleared the area, the Battle Gate will drop. Head up the stairs and make a u-turn, and follow the ledge around to the left.
Follow the path to find a Soul Gem hanging out on a grassy knoll.