Maka, Soul, Black Star, and Tsubaki with Sid in tow tied with Tsubaki's chain arrive at Franken Stein's laboratory and upon first appearance they think him to be just an idiot. He reveals that he can see the others' souls and he makes comments on them. After the fight starts, it is clear that Stein has the upper hand, and he shows this by nearly killing Black Star. Maka gains the power to see souls during the fight which is when she loses any confidence to continue, but Soul manages to get her back to fighting. They again attempt the technique Witch Hunt, and manage to execute it perfectly, but Stein easily dispels it, throwing them both back. Stein approaches and Soul protects Maka from him. When all seems lost, Stein reveals that the entire thing regarding Sid and himself was set up by Shinigami and therefore they were never in any danger of dying. The next day, Stein makes his appearance at Shibusen as the new teacher for Maka's class.
Elenco: Chiaki Omigawa , Kouki Uchiyama , Yumiko Kobayashi , Kaori Nazuka , Mamoru Miyano , Maaya Sakamoto , Akeno Watanabe , Rikiya Koyama , Narumi Takahira , Houko Kuwashima , Masafumi Kimura , Tôru Ôkawa , Misato Fukuen , Mayuki Makiguchi , Takashi Inagaki , Nobutoshi Canna , Keiji Himeno , Hiroyuki Yoshino , Chieko Honda , Michiko Neya .