Kurumi Imari is distressed after she catches her friend and neighbor Taki Minase having sex with a bewitched Rika Shiraki. Minase is tempted by the evil school nurse Reika Kitami who reveals her true nature. Kaori Saeki meets up with her magic club friends Jun and Maki before being subjected by witch Kitami as well.

As Walpurgis Night approaches, the evil Academy nurse Reika Kitami reveals her history and true nature when torturing and raping art professor Hiroko Takashiro. With Taki Minase, Kaori Saeki and her witchcraft club friends Jun and Maki firmly under her control, she arranges the rape of Minase's girlfriend Rika Shiraki and kidnap of his childhood friend Kurumi Imari to use as a vessel for her soul.

Taki Minase breaks free of nurse Reika Kitami's influence when the evil witch kidnaps and abuses his childhood friend Kurumi Imari. Meanwhile, art professor Hiroko Takashiro finds out Kitami's ultimate purpose and teams up with Minase to stop her, but not before asking her student for a favor.

Rika Shiraki takes revenge on Taki Minase for neglecting her. When the night of Walpurgis begins, Minase desperately tries to save his childhood friend Kurumi Imari from the clutches of the witch Reika Kitami with the help of his teacher Hiroko Takashiro.

On Walpurgis Night, the evil school nurse Reika Kitami takes the final step in her plan to exchange bodies with student Kurumi Imari. Meanwhile, Taki Minase and his art teacher Hiroko Takashiro desperately try to stop her. The fate of all their friends is at stake.