: They attempt to take the lead in the fight, with Black☆Star suffering a major defeat that humbles his normally ego-driven personality.

: A mad scientist and the most powerful meister to ever graduate from the DWMA.

: During the fight, Maka manifests her Soul Perception ability, allowing her to see the sheer magnitude of Stein’s immense and terrifying soul wavelength.

: The former teacher turned zombie who was part of the elaborate remedial test. Concepts Introduced

: The primary meister-weapon duo whose partnership is tested by Stein's psychological and physical pressure.

: Just as Stein appears ready to deliver a fatal blow to the students, he reveals that the entire encounter was a remedial lesson set up by Lord Death to test their teamwork.

Following the defeat of the zombie Sid Barrett, the main cast—Maka, Soul, Black☆Star, and Tsubaki—heads to the to confront the mastermind behind Sid's transformation: the eccentric and powerful Dr. Franken Stein .

: The episode explains how a Meister and Weapon must harmonize their wavelengths like a "guitar and amplifier" to reach their full potential.