Maka, Soul, Black Star, and Tsubaki face off against Dr. Stein, who quickly proves his skill in battle and nearly kills Black Star. Following Black Star's defeat, Maka catches a sight of Stein's immense soul with her soul perception ability, and despairs over how his power vastly surpasses her own. Soul convinces her to keep fighting, and the two perform their Soul Resonance perfectly, but it isn't enough to defeat Stein. Afterward, Stein reveals that the entire fight had been set up by Lord Death for the remedial class, which they pass. Stein later becomes a new teacher at the DWMA, much to the dismay of the students.