Maka, Soul, Black Star and Tsubaki face off against Doctor Franken Stein, the man who turned Sid into a zombie. At first, he looks like an idiot but, after the fight starts, it is clear that Stein has the upper hand, leading to a desperate situation for the group. Maka and Soul once again attempt the technique Witch Hunt, and manage to execute it perfectly, but to no avail. When all seems lost, Stein reveals that the entire thing regarding Sid and himself was set up by Shinigami. The next day, Stein makes his appearance at Shibusen as the new teacher for Maka's class.