As Sid takes the group to Frank N. Stein's manor, Stein bursts out through the front door on a rolling chair only to fall flat on his face. The four are utterly confused as Stein attempts this again and again, claiming that he needs to get it right. He finally does manage to pull off his entrance the way he wanted it as he fiddles with a massive screw in his head, claiming its not in the right spot. Black Star and Maka confront Stein on his actions of turning Sid into a zombie, to which he confesses to as the fight begins. During the process, he is able to read and analyze the various soul wavelengths of the group as he now has a better idea on how to fight the group.
As the battle starts, Lord Death watches from his chamber as Kid and the Thompson sisters witness the fight. Lord Death explains that Stein was the original weilder of Spirit Albarn and was one of the most powerful meisters to graduate from the Academy. Spirit, at his favorite strip club, confides in to Blair that Stein is a mad scientist who operated and performed experiments on Spirit as he slept. Spirit is obviously traumatized as he goes on about how crazy Stein is and how afraid he is for his daughter. Back at the lair, Stein is able to keep up with Maka and Soul as he starts to use scare tactics to paralyze Maka, at one point causing her to drop to her knees in fear. Black Star manages to get a sneak attack in with his Soul Attack but is attacked all out by Steain, causing him to collapse. Tsubaki, who has been guarding Sid with her chains, is fearful as well as Sid exclaims that they stand no chance.
Kid sees how the fight is turning and demands that he enroll in the Academy as he leaves to help the group, only to be stopped by his own neurotic behavior again. Maka again freezes up during the fight and Soul berates her which helps her to summon the courage to fight as she and Soul perform a Soul Ressonace to perform the Witch Hunter attack. Stein is impressed but is able to block the attack and push it back towards the group. As he makes his way to a fallen Maka, Soul transforms back into his human form to guard Maka from Stein. Stein congratulates everyone as this was part of their remedial lesson and they passed. It is revealed that Sid was in on the plan, Black Star is alive and well, and Lord Death arranged the whole thing. Soul questions why he had to scare everyone to which Stein admits it was much more fun. He offers the group to stay at his house for the night but is quicky turned down.
The next morning proves to be difficult as they could not sleep after their encounter. Everyone ponders who the replacement for Sid will be as Stein rolls in on his chair, falling over as he announces he will be teaching the class. The four are horrified as Maka claims she wants her father to teach again instead.