As the episode opens, Medusa telepathically commands Eruka to retrieve an attache case in order to help fulfill a plan that she keeps alluding to. She checks on free, who claims his powers are in check, and commands Crona and Ragnarok to go gather extra support as the time is right to go with the attack. Meanwhile, the DWMA is celebrating its anniversary as all the meisters and weapons congregate to celebrate the event. As Maka, Soul Eater, Black Star, and Tsubaki arrive to witness the opening ceremony, Kid keeps quiet as something is troubling him after the talk he had with his father. Patty and Liz snap him out of it as he enters with the group, going on stage with his father and Spirit to give a speech on the importance of the academy. While Lord Death's speech is very short, Kid tries to make up for it before getting interupted by Black Star.
As the party continues, Maka finds Soul on the balcony by himself as she beckons him to enjoy the festivities and have some food. He turns it down as Maka recalls her conversation with Medusa and how Soul is disturbed by his recent nightmares and how he hasn't told her anything. She attempts to get him to open up, persuading him to go dance with her until Spirit arrives and takes Maka off to dance. Soul begins to eat Maka's food as he notices she got salmon, which she hates. He realizes its for him and chides Maka for her actions.
As Free and Eruka arrive waiting for Medusa to come initiate the attack, Medusa attempts to slip away only to be approached by a drunken Stein. He drags her off to dance to which she reluctantly agrees to. The two dance as Stein reveals that not only is he drunk but he knows Medusa is a witch. He also mentions how Sid had disappeared from an exploding labratory in the desert that belongs to Medusa, who immediately denies it before letting Stein know he is right. However, she claims that they are the same as they enjoy research and finding out new things as she attempts to implant a snake into him. Sid arrives and announces that the Academy is going to be ambushed as well as claiming Medusa being a witch before she runs off.
Outside, Medusa finally meets with her group as she hopes Crona fulfilled his duties. Soon after, he arrives with members of the Mizune family who were told by Eruka that the Academy killed their sister and not Medusa. Free begins his attack as he begins a spell that will trap all the meisters and weapons in the ballroom, along with Lord Death. Sid claims that they waited for this night since all the meisters and weapons would be in one place and uses his weapon to get the group and Stein out of the ballroom as Free locks the barrier, claiming it would only hold for an hour. Medusa's group heads under the Academy as the Mizune sisters attack Soul City. As the commotion goes on outside, Sid laments about not getting Lord Death out to which he calms him down. Kilik grabs a mirror to get Lord Death out of the room, but he points out that the seal has transported them to another dimension and that they would have to wait an hour before escaping.
Outside of the ballroom, Stein exclaims that the attack is a part of there being a Kishin sealed away under Soul City. The group hesitates to believe it until Kid says that it is true, Lord Death telling him everything. They get ready to fight as Stein warns them that they could very well die, to which no one backs down, much to Stein's delight.