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Mabayu, who is gradually becoming better at fighting, begins an expedition to obtain more Grief Seeds at Homura's suggestion. After defeating a witch on the expedition, Kyoko appears. Angry at the vandalization of her territory in Kazumino, she attacks Homura furiously. Mabayu jumps out to protect Homura and is killed by Kyoko's attack.

Summary

Day 3

Non-existent reasons to fight, in search of them.

In Homura's pendulum room, Homura believes Mabayu has become gradually more capable, so she suggests they expand their front. The number of grief seeds they have directly affects the amount of magic they can use, however there are a limited number of witches born in Mitakihara during this period. So their only option is to go on an expedition.

Day 5

Mabayu is rather impressed with Homura as the two ride the train out of Mitakihara. She never would have thought that Homura had investigated anything outside of Mitakihara. She replies it was only natural since doing the exact same thing would be a waste of time. Mabayu agrees. She just thought she was lucky to be able to rent different movies with the same money every time. Homura says that's just like her, causing Mabayu to giggle in response. Getting serious for a moment, Mabayu asks Homura why she's able to keep risking her life fighting witches. Homura says she does it for Madoka, who changed her. Before, she was a coward that could only be protected and was of no use. But Madoka fought witches to save her and lost her life as a result. So she wants to do all she can to protect her, rather than be the one who is protected. That was her wish, so she won't give up until she's managed to protect Madoka to the end.

Outside Kazamino City, Homura asks Mabayu what the vision foretold. She smiles and says it'll be no problem, so they should hurry and defeat the witch between the two of them.

Deep inside Candy's barrier, Mabayu leaps into the fray first. Her scissors make short work of the Harolds as she calls out to Homura. Homura nods then leaps in and begins to start shooting at the creatures. As Mabayu watches her, she thinks to herself how dazzling Homura seems now. She was so very different from the first time she saw her, and her prayer to protect Madoka really changed her. She wonders if she too could change for someone, become strong for someone. Would she ever be able to find a reason for fighting? Homura finishes off the witch and the barrier dissipates. Mabayu happily congratulates her on their efficient killing of the witch. It's their third grief seed today.

Suddenly, Homura is knocked to one side as Kyoko drops in from above, her spear stabbing in all directions. Homura takes several stabs as Kyoko angrily glares her. She tells her she has a lot of guts trying to step in and take her territory from her. She doesn't know who she is, but she better be prepared for the consequences. Kyoko continues her non-stop flurry of attacks, pressing down on Homura and not giving her even a second to react. If this continues, Homura won't be able to stop time. Mabayu knows she doesn't have even a moment to worry about it as she throws herself in between the two. Kyoko's spear stabs through her instead as Homura calls out Mabayu's name frantically.

Day 6

(There are no scenes in the main story for Day 6).

Scene 1 (Mami)
It's nearing the end of the day and the class are on a field trip to an auto plant. Mami Tomoe wonders if Mabayu skipped school that day since the school wasn't notified of any absences. She hears a voice and turns to find Kyoko fully transformed. She asks what's wrong with her but Kyoko replies they're the one with the problem since they keep trying to leave Mitakihara. Confused by the plural, Kyoko elaborates: it's all thanks to Homura and Mabayu, students from her school. She asks where Mabayu is now but Kyoko has already taken her down. They had tried to muscle into other people's territories and take her prey which is why she was murdered. She knows Mami wouldn't hold a grudge against her for that. Mami calls it a lie: there's no way Mabayu is dead.

Day 21

(There are no scenes in the main story for Day 21).

Scene 2 (Homura)
Homura looks around the Kazamino train station as she searches for the signs of the witch signature she sensed, however she's soon greeted by a glaring Kyoko who calls her a cat thief. Homura transforms into a magical girl and stares her down. Having defeated both Mami and Mabayu, Kyoko is ready to take down Homura next. She transforms and attacks Homura, striking at her. Although Kyoko's not usually good against projectiles, she is good at slashing and pushing back. Homura disappears and reappears nearby, out of sight. Kyoko calls out tauntingly, asking if she's scared. Homura admits to herself that she is scared, scared of what the future might hold. If she makes a single wrong move, she won't be able to save Madoka. It should be natural for magical girls to fight for their lives, but she believes she's become a coward. Kyoko tracks her down and strikes her down once more. She asks Homura to surrender, and promises not to forgive her even if she starts crying now. Instead, Homura says she's sinned repeatedly and knows what is unforgivable, but that's why she continues to struggle. She freezes time to escape, and bids Kyoko goodbye before she leaves, as they will never meet again in this world.

Day 32

(There are no scenes in the main story for Day 32).

Scene 3 (Homura)
Kyubey and Homura survey the wasteland around them as Kriemhild Gretchen towers menacingly over the ruins of the city. Kyubey remarks at how powerful Madoka has become. As the most powerful magical girl with the strength to take down Walpurgisnacht with a single shot, it was only natural she would then become the most powerful witch. Homura doesn't respond, so he asks if she had been trying to prevent her from contracting with him. She asks what of it, so he explains he finds it strange that she should now seem to be freed from some kind of anxiety. She remarks on him trying to understand human emotions, but inside she thinks he's right. She had been trying with all her power to save Madoka, but if she had been able to defeat Walpurgisnacht, would she have been able to abandon the life she lost this week? Or abandon the current Madoka in order to save everyone? Outwardly, she says she's not sure of the answer. Kyubey asks if she'll stay and fight, but she turns away as she says no. Her battlefield is not here. She turns her time shield and resets time once more. (Similar to episode 10)