As Kanzaki tries to come up with a new special move to beat Oga, his followers suggest the key to Oga's power is having Beelzebub on his back. Thus, Kanzaki starts training with a weighted baby doll on his back. When that plan doesn't work, they try finding a living substitute, which end in more embarrassing results. Meanwhile, Oga takes Beelzebub to the park where they once again meet Aoi, who has lost track of Kouta. Kanzaki coincidentally finds him and deems him a worthy substitute for Beelzebub. Whilst playing with him, he figures out the key to performing his new special move. After returning Kouta to Aoi, Kanzaki performs his special move, though it just leaves everyone confused. As Kanzaki leaves, Oga admits his move was surprising.

Finding Alaindelon's daughter rather attractive, Furuichi vows to rescue her while Gare and Edda leaded him to Oga and Lamia in the village of thieves where Alaindelon's daughter, Angelica is trapped. The rescue runs smoothly until a large Demon named Vlad's Master is awakened and terrorizes the village in which Beelzebub suddenly growed bigger and larger to fight it off.

Hilda transfers into the class to keep an eye on how things are progressing, with Alaindelon transferring into another class. The students find out the sport will be volleyball, something none of them have any experience in. The students lack motivation which Hilda promises to sort out. With the help of Alaindelon they kidnap the delinquents and force them to watch a poorly edited video of the 6 Holy Knights bad-mouthing them. The delinquents, except Furuichi, all believe in the video and become fired up, ready to beat their opponents.

It's revealed that Tojo and Suzuka know each other from the past, as they both underwent training from Saotome. Izumo and Tojo have a fight after school and Izumo reveals some of his demon powers. However Behemoth's 34 Pillar Divison has arrived and causes trouble. Aoi is captured by one of the pillars named Hecatos who wants to make her his contractor so that he can use all his powers in the human world. Oga and Hilda then fight together against him in order to rescue Aoi, however just before they believed they'd won Hilda is stabbed by Hecatos.

Due to the after effects of Super Milk Time, Baby Beel and Oga have swapped bodies. In order to return things back to normal, they try to look for Saotome-Sensei to see if he knows how to, however they are continuously disrupted by everyone else from the academy trying to start a fight with Oga (who is currently Baby Beel). Eventually, Baby Beel runs away after being drawn to a smell, and Hilda, Furuichi and Oga try to catch him, where they find him attached to Aoi. After hugging Aoi, BabyBeel runs off once again and so Hilda and Aoi have a match to see who can catch Baby Beel. Although at the end BabyBeel chooses Aoi over Hilda after she shows some of her new demon magic from training. Not long after, Aoi and Hilda attack Oga(Baby Beel) when fighting over him, and just before they hit him Oga and BabyBeel return to normal, leaving Oga being severely hurt by the two and BabyBeel perfectly fine. Saotome-sensei then comes to school the day after.

Behemoth visits St. Ishiyama to find Oga and Beelzebub, but he gets welcomed by Zenjuro, Ittousai, and the principal. Hilda holds Oga down while they watch the fight. Meanwhile, Furuichi and the delinquents arrive at Akumano Academy. They stumble upon the Pillar Generals. Agiel attacks only to meet Aoi who arrived in the nick of time.

Will Aoi defeat Agiel?