To make up for the souls they failed to collect, Maka, Soul, Black Star, and Tsubaki take a remedial class together under the threat of expulsion if they fail. They are sent to a graveyard to fight Sid Barrett, their former teacher and a powerful meister who had been turned into a zombie. Maka and Soul attempt to perform their Soul Resonance, "Witch Hunter", but are unable to control it properly, leaving Black Star to subdue Sid with Tsubaki's chain. With Sid captured, Lord Death reveals the one who turned Sid into a zombie to be Dr. Franken Stein, the most powerful meister to ever graduate from Death Weapon Meister Academy.