Madoka Magica Episode 3: I'm Not Afraid of Anything Anymore

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"I feel so light."
"It's the first time I've felt this happy during battle!"
"I'm not afraid of anything anymore."
"Because I'm not alone anymore." ~ Mami Tomoe.

I'm Not Afraid of Anything Anymore
First airing 20 January 2011
Script Gen Urobuchi
Storyboard Yoshiharu Ashino
Episode director Yuki Yase
Animation Director Tomohiro Kamitani
Kazuya Shiotsuki


BD 2 Scan 2.jpg
Charlotte initialform.jpg

Sayaka visits a hospitalized boy named Kyousuke Kamijou, who was a violin player she admired when she was little, but then suffered a serious injury in his wrist, preventing him from playing. They listen to classical music together rather happily, but then Kamijou starts crying quietly.

After another Witch hunt in which she defeated a familiar, Ulla, Mami tells Madoka and Sayaka that she was involved in a deadly traffic accident and didn't have time to think about her wish. She also warns Sayaka to be aware of her true intentions while wishing for other people's sakes, and recalls that the precedent she knows is not a happy one. Later that night, as Madoka helps her drunk mother to bed and talks with her father, Mami is approached by Homura, who warns her about making Madoka a Magical Girl.

The next day, whilst visiting the hospital, Madoka and Sayaka find a Grief Seed that is close to activating. Madoka goes in search of Mami, whilst Sayaka and Kyubey remain nearby and are engulfed by the forming barrier. Madoka soon returns with Mami, but as they enter the barrier, Homura confronts them and tries to warn Mami about the Witch she intends to face. Mami ignores her and places her in a bind to stop her from following them. As they continue, Madoka mentions her wish is simply to be a Magical Girl and help others, as she felt her current self was useless. Mami first tries to warn her off such a wish, and laments that her job as a Magical Girl has left her lonely and afraid, but feels relieved that Madoka wishes to fight alongside her.

The Grief Seed begins to activate, while a happy Mami fights off the minions of the Witch. She later reaches the witch's lair, and appears to kill her. However, the Witch suddenly transforms into a giant caterpillar, catching her off-guard and decapitating her with a huge bite. As Mami's headless body falls to the floor, the Witch continues to chomp on her remains, as the horrified Madoka and Sayaka can only watch. Kyubey pleads them to make their wishes quickly and contract with him, but before they can do so, Homura, her bonds dissolving with Mami's demise, steps in and defeats the Witch, claiming the Grief Seed. After some harsh words, she departs, leaving a deeply saddened Madoka and Sayaka alone, grieving for Mami.


See the Runes of episode 3 page for decryption of the messages the Witch and her familiars wrote in runes.

Audio Commentary

See Also: Guidebook staff commentary from the Magica Quartet

I'm Not Afraid of Anything Anymore
Commentary Aoi Yuuki
Chiwa Saitou
Kaori Mizuhashi

The 3rd episode commentary features Kaori Mizuhashi, who plays Mami. She's also known for Navi in Ocarina of Time and Miyako in Hidamari Sketch.

The first topic was about how Mizuhashi doesn't have a TV connection. As a result, she didn't get to watch the show as it aired, until they sent her the 'white package' DVD of each(?) aired episode.

They then talked about the auditions, standard fare for a seiyuu guest. Right off the bat, they accidentally let spill that Mami died, but they tried to cover it all up. Apparently, Mizuhashi knew that would happen once she got the role. This time around, they said that the audition was unusual for an anime, since they let the actors actually decide who they wanted to play.

Mizuhashi then noted that 'Mami' as a character name is fairly interesting, because one of the earliest magical girl series was Creamy Mami, the Magic Angel. I know nothing about it, but apparently the character is memorable. There's also Esper Mami, apparently, so 'Mami' as name for a magical girl has a lot of precedence. In any case, she thought it would be interesting to try an onee-san type character. She also auditioned for Kyousuke, and Kyubey. It seems like Saitou Chiwa and Yuuki Aoi also tried out for Kyubey, but they remarked that that role was extremely intellectual and they're not smart enough to play a character like that.

The first recordings they made were introduction lines for commercials. They noted that your impression of a line really changes between hearing it out of context in a commercial and hearing it in context in the story. The same is also true of the episode titles, like this one's "I'm not afraid of anything anymore". However, it is said with different intonation between the episode preview and the actual use in the story.

They next talked about Mami getting 'mamirareta' (Mami + to be eaten (食べられた taberareta)) getting popular on 2ch.

Then they asked Mizuhashi her favorite part of the show. She said that as an actress, there are a ton of lines in Madoka that made her feel "I wish I could do that line". Also, there were Aoki Ume-sensei's character designs, and the Urobuchi script... That and the fact that it was an original work so you really don't know what's going to happen. Even the actors wanted to know what would happen.

A little background information: the day after the 10th episode aired was the Touhoku earthquake in Japan, and the final two episodes were delayed more than a month. By the time of this commentary, they apparently had recorded up to the end of episode 11, but they still didn't know about what would happen in episode 12.

They noted that they really like how everyone in the story has their reasons. There are no really bad people in the entire show. Saitou also said that just before she had been in an interview and one topic was really interesting: both males and females are able to relate to the characters in the series, despite all of them being girls. The seiyuu there were all girls, so they all understood: Madoka is a nice girl, but she runs away, and that's understandable. Mami fights while persevering, but she also understands her own weakness. But through a man's eyes, these girls who are fighting and persevering despite all of the pressure, really leave an impression.

For example, Mami's parents died in the car accident and now she has no friends anymore. Now, she has potential magical girls to fight along with, to fend off the loneliness, and you can really relate to how she's trying not to scare Madoka away with continuing telling her to just wait a bit before contracting. The combination of strength and weakness in her character is really amazing.


There are headless figures along the top of the screen.

Caution sign

When Sayaka first enters Charlotte's barrier, there's a single frame that seems to foreshadow what's to come. Additional macabre hints are provided by the cereal box which is shown just before Charlotte appears. (See Runes:Episode 3)

A real-life strawberry Charlotte (Charlotte aux fraises) -- pic from Wikipedia

Witches and desserts

The Witch's name is Charlotte, which is also a dessert. It can be served hot or cold. Classically, stale bread dipped in butter was used as the lining. The filling may be covered with a thin layer of similarly flavored gelatin.

The relationship between the cake and the Witch is emphasized in the Witch's magical world (just like Gertrud and flowers in the previous episode).

Mami, Madoka and Homura soon after entering Charlotte's Labyrinth.

Homura's Appearance

Near the end of the episode, neither Kyubey or Sayaka knew that Homura was inside the labyrinth and had been restrained by Mami. Keeping this fact in mind may aid in understanding their reactions to the situation.


Episode 3 included the debut of the anime's ending sequence featuring the song Magia. The TV broadcasts of the first two episodes aired without endings to conceal the dark, ominous nature of the Magia ending.


Episode 3 first aired on Thursday, January 20 2011 at 25:30 JST (Friday at 1:30AM JST) on MBS.

The Very Hungry Caterpillar teaches basic concepts such as counting to five which may be referenced by the numbers scattered around Charlotte's Labyrinth.
  • Charlotte's second form may have been inspired by The Very Hungry Caterpillar, an immensely popular children's tale.
  • The music piece that Sayaka Miki and Kamijou listen to in the hospital is Sergei Rachmaninoff's Vocalise. The cover with the violinist Dawd Ostrakh is a reference to the soviet violinist David Oistrakh (or Oistrach).
  • The CD player Kamijou is using is a conceptional 'Dual Music Player' designed by Yong-Seong Kim.
  • The opening sequence got some visual upgrades compared to the first two episodes' original broadcast (see picture below)
  • Mami mentioned in Episode 2 that Witches also appear in hospitals.
  • The sign 「手術中」 means "Operating." This could be a sign that the Witch was originally diabetic or obese and had to undergo surgery.
  • There are a number of drawing errors after the fight with Charlotte.
  • Cyrus Hamlin, Professor Emeritus of German and Comparative Literature at Yale University, died peacefully in New Haven on January 19th, 2011 approximately two days before this episode aired. As part of his career he spent four decades studying and writing about Goethe's Faust and Goethe himself, authoring or editing much of the literature on the subject.
  • Mami's gun kata style fighting may be explained by Gen being a fan of the Equilibrium movie, where gun kata was extensively used.
  • Chiwa Saito (Homura) was the only one who failed to see Mami's death flags. She was also surprised to learn that she was the only one who didnt see Mami's death coming.
  • After Episode 3, 2chan/nicodou exploded with new phrases like "Mamiruzo" and "Mamirareta" (you'll be eaten).
    • Aoi Yuuki (Madoka) is such a nerd that she uses "Mamirareta" in the Blu-ray Episode 3 audio commentary.
    • Episode 3 created a torrent of arts and comics related to Mami's gruesome ending. It is generally found under the tag of Mami mogu mogu.
  • While discussing wishes with Madoka and Sayaka, Mami mentions a Magical Girl who made a wish for the benefit of others but suffered a tragic fate. She is most likely referring to the events in Drama CD 3: "Farewell Story".
  • It is possible that Homura has already fought against Charlotte in one of the previous timelines. This could explain her statement about how it was "different from the other Witches" (i.e. hurting the main body would only produce a new one). Also, it was only after Homura landed on a seemingly lifeless doll that Charlotte was truly destroyed, implying that she (Homura) knew Charlotte's weak spot beforehand.

Production errors

In the original airing of this episode, after the fight with Charlotte, Homura jumps down and reverts back to her schoolgirl clothes. But then there is a single shot of her wearing her Magical Girl costume again, before she's back in her school uniform. In the Blu-ray/DVD version, this is corrected. See the episode revisions page for all changes made in the BD version.

Outside the hospital after the Labyrinth disappears, the bike rack's layer is underneath the garden bed's, and there are few, if any, shadows.


Official Art




Differences in the opening


See also

External links

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Episode 2 That Would Be Truly Wonderful Madoka Magica Episode 3: I'm Not Afraid of Anything Anymore I'm Not Afraid of Anything Anymore Episode 4 Miracles and Magic Are Real