Scene 0 Film 2

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Mabayu is back to where she was a month ago. When she meets Kyubey for the first time, she learns that she's a magical girl who doesn't remember what her wish was, and that she can use optical camouflage as a result of her light manipulation magic. Later, while hiding her presence with optical camouflage, Mabayu approaches Homura and the others and learns that she's caught up in Homura's time stops and time traveling. She witnesses how Homura, who knows the truth about magical girls, tries hard to be accepted by Mami and the others, and how Sayaka, who has become a magical girl, is devastated by the truth while comparing herself to those around her. And although Homura tries to quit being a bystander, she knows that she cannot defeat Walpurgisnacht, so she entrusts her future to the next loop.


Day 1

Scene 1 (Homura)
Homura Akemi wakes up in the hospital and realizes it's one month ago. While she's pleased she was able to turn back time with her magic, now's not the time to celebrate because Kyubey is tricking everyone.
Scene 2 (Homura)
Knowing they won't let her out of the hospital quickly if her test results are too healthy, Homura stops time and rewrites the results on her lab work to deter suspicion on why she was suddenly cured.

My stomach is pierced, it shatters into pieces, and my existence disappears.

An alarm rings, waking Mabayu Aki up in fright. It must have been a dream, no matter how real it seemed. In the dream she had died but clearly she's alive right now. But how odd: the movie sitting in her room is the one she rented about three weeks ago and it has a due date of the 16th. Mabayu freaks out for a moment thinking the movie was over a month late, but according to the calendar today is the 16th of last month. Maybe her dream was about the future?

She feels so behind. Today she had to do the make-up exam that she had in her dream. Her dream had seemed so real and she can recall everything in the dream exactly the way it was. But the part about magical girls fighting witches is too fantastical to not be a dream. As Mabayu lets her mind wander, Mami Tomoe walks up to her and asks about the book she borrowed. Mabayu recalls Mami being a magical girl that even threatened her life, but she also remembers Mami had asked about a book she borrowed in the dream too. Was it a precognitive dream then? Impossible.

In class it's the same material they covered in her dream. She remembers in her dream a voice had called her name, prompting her to stand in surprise and get called on by the teacher. This time Mabayu is determined to stay awake and listen for the voice, but the voice never comes and the question she had been called on to answer before comes and goes. If it were a prophetic dream, a time stop would have happened by now. And just like that time stops. Mabayu notes that this time, time didn't stop at the exact same moment as before. But if time is stopping, then does that mean magical girls really do exist? If that's true, then Mami should be... But no, Mami is as frozen in time as all the rest. If that's the case, then Mami isn't the one who's stopping time. Then it must have been a dream, except for the fact that time is currently frozen. None of this makes any sense.

Later that evening, Mabayu is working her usual shift at the café. After attending to a customer, her aunt approaches her. Before she can even speak, Mabayu cuts her off and tells her she needs to hire proper part-time help if she needs someone to help with a few more shifts. Her aunt Sakie giggles nervously and asks how she got found out, so Mabayu smiles replies she can predict the future. Sakie stares at her with wide eyes for a moment before Mabayu then tells her she was just joking and asks if Sakie believes in precognitive dreams. Sakie immediately replies that such things don't exist and it's better to live in the present without being distracted by such things. Mabayu is taken back by Sakie's sudden strong conviction in contrast to her usual lackadaisical attitude.

Day 2

Scene 3 (Homura)
Because the results on her lab work didn't make sense, Homura has been forced to stay an extra day in the hospital. Nonetheless, she's been given the clear to be discharged. She'll need to hurry to Madoka Kaname and Mami, but first she has someone else she has to deal with. Kyubey enters the room and tries to get her attention, but Homura ignores him. He just wants to know how it is she can be a magical girl despite not making a contract with him. An "irregular" he calls her. But Homura remains silent. She remembers Madoka turning into a witch and knows that Kyubey is hiding this fact from the others. She can never forgive him.

At school, the class is greeted with a pop quiz. Mabayu giggles to herself: she had been expecting this thanks to her dream. Not only that, but she remembers the answers from her dream as well. She rushes through the test with ease.

Back at the café, Mabayu was pleased with how the test went, even if having to take one is no fun. But if the dream was correct about her test, then maybe the rest of her day will go the same as it did before. She gazes outside before her aunt asks her if she saw Amy, the local stray black cat, but Mabayu says it was white. Sakie denies seeing anything white and gets back to work. Mabayu is troubled: if the dream really was true, she should have seen a white creature just now, but there was nothing. Considering how the dream went, maybe it's better if the prophetic dream doesn't come ture. At that moment Mami walks into the café, startling Mabayu. She remembers her coming in during her dream, and begins to recite her order in her head. Mami then orders a lemon cake and sachertorte just as Mabayu finishes reciting it to herself, confirming the events from the dream.

Scene 4 (Mami)
Mami enters the café and gets her usual takeout order. She steps outside where Kyubey greets her. He asks if she recognizes the girl, and Mami acknowledges her as one of her classmates though they've rarely spoken. The only thing she knows about her is she works at the café to help out one of her relatives. Kyubey is surprised that Mami didn't realize Mabayu was a magical girl. But he has no recollection of making a contract with her, thus she is what's called an "irregular". However, Mabayu is not the only irregular around. There is another named Homura Akemi, and she seems to be purposefully ignoring him. She must be up to something.

Mabayu is finally back at home after a long day of school and work, but she's finding it hard to concentrate on her movie. Saving her allowance was nice, but she needs to do some research on magical girls. A voice offers to help inform her on the subject, and Kyubey appears on the scene. Mabayu is surprised to see him here after not seeing him at the café and that she can hear him talk despite his mouth not moving. He introduces himself before explaining he can talk directly to her via telepathy. Hearing this, Mabayu realizes this explains the odd voice she heard while she was in class during her dream. She asks this white cat to explain about magical girls. After correcting her, Kyubey explains he finds girls with talent and makes a contract with them in exchange for a wish. Mabayu gets excited at the prospect of making a wish, but Kyubey says that's impossible since she's already made a contract with him.

Day 3

Mabayu dreams. In her dream, Mabayu had quietly followed behind Mami only to find Mami going into a dark, abandoned building. Mami stops and turns around; she knows she's been followed ever since she left the school, so she warns her not to follow her any further or she'll have to kill her. She stares at Mabayu, and recognizes her clothes as that of a fellow magical girl's. She herself transforms and threatens to not show any mercy as she attacks.

Mabayu wakes up screaming in fear. She's glad that was all just a dream. It had to have been: magical girls can't be real and no way is she herself one. Kyubey appears from seemingly nowhere and tells her to stop denying it. Mabayu screams once more in fright at the sight of a talking cat. In that same instant, she recognizes him and realizes she really must be a magical girl. Kyubey tells her her soul gem is proof of this. Mabayu exams the odd ring she found that she didn't even know she owned and suddenly it transforms into her soul gem.

Last night, she had been so shocked that she passed out and stayed asleep throughout the night. Now that she's awake, she can't deny the reality of her situation. It's the only thing that would explain everything that's been going on. She turns to Kyubey and asks him what exactly a magical girl is. Do magical girls just spend their time fighting one another? Kyubey directs her attention to the slightly cloudy coloring in her soul gem. If she were to use magic to vanquish a witch, than the soul gem will become tainted. Witches drop grief seeds that can be used to purify them, but because there are a limited number of witches, magical girls often fight one another over prey. She remembers hearing the term grief seed in her dream. Kyubey looks at her quizzically and asks if she doesn't have one already in her desk drawer. Confused, Mabayu opens the drawer and is surprised to find a grief seed sitting there. She accuses Kyubey of putting it there himself, but Kyubey assures her it was there already before he ever stepped foot in her apartment. He urges her to use it to purify her soul gem, but Mabayu doesn't understand a thing.

As Mabayu is walking to school, she continues her conversation with Kyubey. She learns that only magical girls and girls with the potential to be one can see him. This is why her aunt Sakie couldn't see him outside the café. Wait, was that yesterday or the yesterday in her dream? This is so confusing. Kyubey notices she's been mentioning this dream a lot and asks for more details on it. She explains it's a possibly prophetic dream where everything that's happened now had already happened in the dream in a very similar manner. There are also random time stops that occur over which she has no power. Could this be caused by magic? Kyubey isn't certain, but it sounds very much like it as the nature of a magical girl's magic varies from individual to individual.

Mabayu sits in class. Kyubey confirms she can hear him clearly, then asks why he has to hide himself. In the dream, Mami had tried to kill Mabayu because she is a magical girl. Although she hadn't understood it at the time, she realizes now it's better if she keeps that a secret from her in order to prevent it from happening again. Kyubey calls her a cautious person, and Mabayu recalls she was called that before. She sighs; she never wanted to be a part of all of this and it all seems so troublesome. That and she doesn't even remember having a wish come true. He asks her if she remembers how to use her magic. Mabayu had tried and prayed for time to stop or start but it never made any difference. Kyubey explains she's an irregular because she is one of the very few magical girls in this world whose contract isn't memorized by him. Normally that would be impossible, but if he at least knew what the wish was he could make an educated guess on what kind of magic she would have received. For now she'll just have to figure it out on her own. Mabayu doesn't think that's good enough: if she's going to get dragged into magical girl battles she should at least be able to protect herself. Kyubey proposes she stare out the window at the building next door. As she does so, he directs her to break up the image into a 3x3 grid and then focus on the center square. From there, he directs her to divide it again into a 3x3 grid and focus in on the center square once more. To her delight, Mabayu finds her vision enhancing. She's able to see the individual people having a meeting on the other side of the window inside the building! Kyubey figures as much as this small test confirms that Mabayu's magic is based on light. If she keeps investigating in this direction, surely she'll figure out the secret to her contract. Mabayu giggles in delight; she can use her enhanced vision powers to cheat on the test! Kyubey warns her not to use too much magic, or else she'll taint her soul gem. If she taints it too much, she won't be able to use much if any magic against witches, which means no grief seeds and no way to purify her soul gem. With that said, Mabayu promises to not use her magic to cheat on the tests unless she really needs to.

Inside Café Récompense, Mabayu is delightedly thinking about her recent revelation. Not only can she use magic, she uses light-based magic. Normally she'd think she would have been dark-based because of her personality, but light and dark are two sides of the same coin, she tells herself. Kyubey asks her why she's wearing that outfit and if it's for a part-time job. Mabayu explains she can't possibly have a part-time job since she's only in middle school, so she only does this to help out Sakie. When Kyubey asks if Sakie is her mother, Mabayu's face contorts in pain for a moment. She informs Kyubey her real mother died due to an incurable disease. Since she has no father, Sakie took her in and raised her as her own. She'd do anything to repay Sakie for her kindness. Suddenly, Mabayu's eyes flash and she can momentarily see the future: a car will go out of control and run over Amy!

Kyubey asks what's wrong, but Mabayu hurriedly runs outside. She remembers her dream and she knows she's too far to make it in time and stop what's about to happen. If she's really a magical girl, she has to do something. She begs for time to stop but it's too late. The car's tires screech as it hits Amy. Madoka Kaname appears from nearby, running over to where Amy is laying and crying over her. The dream has come true and once more Mabayu was powerless to stop it. Sakie comforts her before introducing herself and asking for her name. Once Madoka has calmed down a bit, Sakie offers to drive Madoka and Amy to the vet while she leaves Mabayu in charge of the café. She turns to ask Kyubey something, but he's gone.

Back at home, Sakie informs Mabayu that Amy's operation had failed and her heart had stopped, causing the vet to declare her dead. As Sakie sat outside the clinic in grief, a miracle happened: Amy's heart started beating once more and she was saved! The veterinarian had never seen anything like it. Mabayu smiles and agrees with her that it must be a reward from God. Inwardly, Mabayu knows it's no such thing. Madoka was a magical girl and Kyubey disappeared just as the accident had happened and now coincidentally a "miracle" had happened to Amy. Kyubey must have made a contract with Madoka to save Amy's life.

Scene 5 (Homura)
It's night and Homura is back in her home. She needs somewhere to store her weapons and ammunition for the upcoming battle against Walpurgisnacht. She remembers not being able to find anywhere suitable, but since the apartment was empty for the entire time, she opts to rent it out for just one more month.
Scene 6 (Homura)
Homura doesn't know what to do. She couldn't bring herself to try and tell the others that Kyubey is lying to them. If she thinks about it, because Mami has been working with Kyubey for a long time they'll naturally be more inclined to believe him over her whom they've never met before. What if Mami believes she may be an enemy? In the previous time loop, Mami had been inclined to fight with other magical girls and seemed to have had some sort of falling out with Kyoko Sakura. Homura has made it this far and was able to turn back time once more, but she has no idea how she can go about convincing the others of the truth. Still, she can't give up. She has to try.

Day 4

The teacher continues her lecture on orbits in space as Mabayu quietly walks past her in magical girl form. Thanks to her light magic, she's able to bend the light around her causing her to appear invisible in a technique called "optical camouflauge". Kyubey congratulates her, as it's a rare form of magic and she would work well in a supportive capacity. Mabayu thinks this kind of magic suits her personality and will help tremendously with her investigations.

The sun is setting as Mabayu watches from a rooftop. Kyubey asks her what she's doing. She replies that she's practicing being quiet and sneaky. It does her no good to hide from others if she makes a noise and is overheard. She also recently learned how to use her magic to give sound when she reads lips, as if she could actually hear the conversation. She watches from afar as Mami offers Madoka some cake. Kyubey is surprised at just how cautious Mabayu is, but she shushes him so she can focus on concentrating her vision. She watches and 'listens' in as Mami explains to Madoka that witches are beings born from curses, much in the same way magical girls are born from hope. This confirms to Mabayu that Madoka must have very recently contracted, which is why she turned to her senior Mami for guidance. Mami continues with her lecture, telling Madoka that high suicide rates and crime without a clear reason are often the work of a witch. She's interrupted when her doorbell rings, causing her to get up and answer the door. It's Homura. She introduces herself as a fellow magical girl. She needs to talk to them both and urges them to not listen to Kyubey. He's deceiving them all. If things go on as they have, then they'll both perish. Mami tells her to calm down and assures her she must be misunderstanding things. She's worked with Kyubey to defeat witches for several years now, and although she can't always fathom what he's thinking there's never been a reason to not believe him. Surely this talk of deception is just a misunderstanding. Homura stammers but Mami wants an explanation. Since she doesn't know Homura well, maybe she can begin by telling them about herself, but Homura asks for more time first then runs off. Madoka and Mami think her strange and don't understand why they shouldn't trust Kyubey, especially since it was thanks to him that Amy was saved.

Mabayu ponders what she heard. She wonders what they meant by mistrusting Kyubey and decides to confirm something first. She asks him if he's made contracts with others. Kyubey confirms he was the one that contracted Mami and Madoka as well, causing Mabayu to panic and wonder if he divulged information about her to the others. But Kyubey promises he hasn't compromised her as he is completely neutral. He hasn't told her anything about the others either. He just didn't tell her because she didn't ask. She tells him he sounds like some kind of scammer, but he defends himself with the fact he's not human and therefore can't predict what humans would consider would be natural to divulge. Because of this, magical girls sometimes feel betrayed by him and then hate him. Mami had said the reason Homura mistrusts him must be due to a misunderstanding, most likely for a similar reason. For her part, Mabayu doesn't hate him. She understands that he's just trying to profit as much as he can from their relationship so it makes sense to her. Kyubey thinks they could have a very profitable relationship with one another.

Day 5

Mabayu is idly wiling away the day, but as much as she'd love to keep loafing around watching a movie she has some things she needs to do. She dresses in her uniform and heads to the school. A teacher is surprised to see her there and asks if she has any club activities. Mabayu lies and says she's here to study since she didn't do so well on the last exam. The teacher cheers her on and then leaves. The real reason she's here is to find Homura's home address. Since she was wearing the same school uniform as her, it stands to reason she must be attending Mitakihara Middle School. Mabayu lurks around the school. She'll either wait until time stops or until absolutely no one is around and then sneak into the teacher's staff room and get her address from the directory they keep in there. Otherwise the sound of drawers opening and closing might give her away even if she does use her invisibility. Thankfully she doesn't have to wait long as time stops. She immediately springs into action and gets ahold of the directory. She skims the list but can't find her name written anywhere. She figures it must be because she doesn't know what kanjis are used to spell it so she tries reading through the list again but to no avail. Homura isn't listed at all.

Scene 7 (Homura)
Homura calms herself down and reminds herself she's not technically a thief. She just happens to remember what happened last time. She walks up to the clerk, an older lady, and hands her the winning lotto ticket. The numbers are for first place and the clerk congratulates Homura. Since Homura is clearly in middle school, the clerk asks for her parents. Winners for any amount above 500,000 yen have to go to the bank to verify their identity. She offers to hand Homura a pamphlet with the rules but Homura says no thanks and runs off. The clerk tries to follow so Homura freezes time and escapes. She'll have to find some other way to make money.

Day 6

Scene 8 (Homura)
Kazuko Saotome tells the class to head to the restroom for one last break before they head back. Madoka tells her friends she'll be right back as Sayaka Miki follows suit, leaving Hitomi Shizuki behind. Homura remembers Madoka meeting up with Sayaka during the factory tour and how they ended up being saved. Just in case there's trouble again, Homura decides to follow after them.

It's nearing the end of the day and the class are on a field trip to an auto plant. At the moment they're on a restroom break as the class disperses. Mabayu recalls that witches have a negative influence on the world around them and that an accident had occurred at this factory in her dream. She had been pulled into a strange realm, which in retrospect must have been a witch's barrier and thus a witch must have caused the accident. Right on cue she's enveloped in an eerie darkness. In her dream, she had been wrapped in ribbons. If that was due to magic, then a magical girl must be nearby. Time freezes however, which wasn't what happened in the dream. But now's not the time to worry about that. If she hurries, she can look around and possibly find what is causing the time stops. She transforms into a magical girl and then evokes her invisibility.

Scene 9 (Mami)
The teacher tells the class they have a 10 minute bathroom break before they head back. Mami is perturbed by a strange feeling and looks around. She soon sees Mabayu standing near the entrance to a witch's barrier, which quickly envelopes her. Mabayu can feel a presence nearby but Mami decides this isn't the time or place for this and opts to use her ribbons to get Mabayu out of here. Before she can do anything, Mabayu seemingly disappears. Kyoko then approaches Mami.

Mabayu travels deeper into the witch's barrier where she sees a magical girl and a witch frozen in time.

She recognizes Madoka and notices that neither is moving, which means Madoka isn't the one who is freezing time. She watches as Homura approaches Madoka, deep in thought. If Homura is the one moving, then she must be the one freezing time. She continues to watch as Homura then grabs hold of Madoka's hand. Madoka begins to move and recognizes Homura. Homura warns her not to leave as she is using her magic to freeze time. Madoka thinks this is amazing and asks for her help in defeating the witch, but Homura begs her to listen to her. Stopping time isn't the only power she has and warns her that Walpurgisnacht is coming in a month's time and they won't be able to stop it. They'll lose the fight and Mitakihara will be left in shambles. She came back to this world from the future to help Madoka. She knows Madoka will have trouble believing her, but it turns out Madoka does believe her. She's just having trouble accepting all of this information. Homura is grateful for this, breaking down and telling her how afraid she had been. Afraid Madoka wouldn't believe her and would believe Kyubey instead. That's why she had ran away from her and Mami the night before. Still, she braced herself and thanks to the courage given to her by Madoka she was able to do something about it. With her powers as a magical girl, she can now protect someone. That's why she had to believe in Madoka and come here to speak with her. She realizes this is a lot to take in, especially from someone she barely knows, but Madoka knows she's telling the truth. She believes in Homura.

Madoka asks Homura to release time so they can defeat the witch together, but Homura has a better plan. If Madoka uses her magic arrows to strike the witch, the witch will begin to move through frozen time which would defeat their advantage. Instead she tells Madoka to pluck her bow as if she were shooting an arrow but without actually doing so. She does so, causing the air to shiver for a moment. If she does this repeatedly, she can build up a flurry of air currents that will slice through the air all at once at the witch. She releases time and the witch is sliced to pieces by the air currents and the barrier dissipates. By causing multiple air currents to layer, the waves overlap and dramatically increase their power. Homura explains it was a special move they both discovered during a previous timeline. Surely this time they'll defeat Walpurgisnacht. Mabayu watches in amazement. She's learned a ton of information all at once, so perhaps its best she head home to sort this all out.

Scene 10 (Homura)
Mami approaches Madoka and asks if she's not injured. Madoka tells her she's not thanks to Homura's intervention. She calls Homura over but she's nowhere to be seen. Homura hid herself away. Even though she knows Madoka believes in her, she's not so sure Mami is ready to believe in her yet.

Back at home, Mabayu goes over what she saw and heard with Kyubey. Now she knows that it wasn't a dream, but a previous timeline and she is also trapped in a larger time reset. Kyubey finds her theory interesting but there's no way to test the hypothesis. Mabayu believes this explains why there are so many similarities and differences between her memories of the previous time loop and this one: Homura also has her memories of the previous timeline and has been acting on these memories to change the future. Kyubey points out that Homura isn't the only one with the potential to change the future since Mabayu also remembers what happened previously. Maybe her own contract has something to do with time travel. For now, he suggests she continue her investigations on Homura.

Day 8

Mabayu is standing in front of Café Récompense in her school clothes. How is she supposed to investigate Homura if she doesn't even know where she lives? It's not as if she'll bump into her by wandering through the city. Maybe it would be a better idea to stalk Madoka instead? Amy approaches Mabayu, causing her to giggle to herself. She'd been preparing for this day. She slyly reaches down to Amy and offers her some dry cat food, chicken-flavored, and this time Amy chows down happily on the food. Thanks to her memories based on what she learned from the last time loop, she's victorious. Sakie overhears her talking aloud about time loops and asks what she means. Caught off guard, Mabayu stammers out that she learned about Amy's love of chicken from a friend at school last week. Sakie is happy to hear that she's not the only one that knows of Amy's secret, but she's even happier to hear that Mabayu has friends. Mabayu takes offense and asks what's wrong with wanting to be left alone.

Thankfully, it was a quiet day with not too many customers. Taking advantage of the lull, Sakie takes the time to ask Mabayu about her field trip to the auto plant. She'd heard about how the smokestack had collapsed while the school was there, but Mabayu reassures her she was nowhere near the danger. It was actually due to the rampaging of a witch, but since she's a magical girl and tasked with fighting witches she sees no reason to worry her aunt any further. She decides to follow through and asks if Sakie has finished making all the pre-ordered cakes. Whoops! Sakie giggles as she realizes she's forgotten to make one of them. Mabayu sighs in exasperation: her aunt is always forgetting stuff like this. Her aunt asks her to read out the cake details. It's a cake to celebrate someone getting out of the hospital, and this time Mabayu knows how to read the kanji for the name: Homura Akemi. If this is a cake congratulating her on leaving the hospital, then that must be the reason she wasn't in the student directory.

Day 10

Scene 11 (Homura)
Homura stands in front of the school gates. Although she wasn't able to say much when she first arrived, it made her happy to be able to talk to Madoka again. However, Mami also goes to this school and she still hasn't told them Kyubey is deceiving everyone. Amy passes by and meows at Homura. Even in this world Madoka became a magical girl in order to save Amy. Homura may not have the confidence, but she has to keep trying.

Ms. Saotome asks Homura to introduce herself to the class. Elsewhere Mabayu has tracked down Homura's address. Now she just needs to find out if she's a friend or foe. Back in the class, Sayaka notices that Homura has been staring at them intently. She asks Madoka if she knows anything but Homura approaches them first and explains she met Madoka some days ago when she was playing with a black kitten. Because they wore the same uniform, they got to talking and have hung out since then. Sayaka is satisfied with this explanation and Madoka introduces Sayaka and Hitomi. The girls greet one another. Sayaka acts dramatically and accuses Madoka of cheating on her. Hitomi agrees, saying the food at their favorite restaurant just isn't the same when it's only the two of them. Homura gets flustered, but Madoka assures her they're just teasing like they always do. However, Sayaka says it's not teasing since Madoka and Homura are on a first name basis. Mabayu continues to watch secretly from the hallway. Maybe she should skip class and observe them further?

Up on the roof, Mabayu feels like lazily dozing away as she plays hooky from P.E. class. She can hear the coach shouting at the students on the field far below. It's too beautiful a day to waste but now's not the time for sleeping. She transforms into a magical girl and immediately goes invisible. She looks down at the field and enhances her vision. Down below, Homura prepares for the long jump as Madoka cheers her on. She runs across the mat and executes a high leap over the bar, landing on the cushioned mat below. Madoka and the other classmates cheer. Mabayu is impressed with the height she was able to achieve and wonders if she was the same girl as last time that overshot her jump. Most likely it was due to her not being used to her magical girl body yet. She continues to watch and listen in as Sayaka begins to suspect something. She finds it very strange that a girl who was hospitalized for so long due to heart disease should be such a good athlete, on par with someone who exercises regularly. Mabayu agrees with her. Maybe becoming a magical girl boosts your athletic abilities? Mabayu could test it by seeing if she can run faster if she wanted to, but that would involve effort. Next up is Madoka, but Mabayu has other things she needs to do after school. All she needed to know for now is that Homura is apparently on good terms with Madoka.

Scene 12 (Homura)
Up on the rooftop, Madoka and Homura are talking. Homura really wants Mami to believe her, but she isn't sure of how to accomplish that. Instead, she decides to tell Madoka about the location of a witch she's found. Madoka thinks Homura can prove she has memories of the past by using them to stop witches before they've caused any major damage. Homura tells Madoka to meet her at the southern bridge in the evening and to bring Mami with her. If they're able to prevent tragedies from happening then maybe... The thought of the word "tragedy" triggers something in Homura, giving her a feeling like she's forgotten something. She remembers Sayaka's face and then recalls Sayaka went missing ever since she went to the mall that day. Could she have been involved in the store robbery, and could that have been the work of witches? She has to hurry.

Later that afternoon at a different café, Mabayu gleefully giggles to herself over her latest purchase: a monumental idol movie she bought at a trunk show. She's pleased she was able to get it again, but finds it isn't as exciting. More like something she just needs to do. She then overhears some other students at the café. It's Sayaka, who is loudly and angrily complaining to Hitomi about the new transfer student and how she's stealing Madoka away from them. It's another afternoon where the two are off to do something together but don't want Sayaka or Hitomi to join them. What could they be up to, she wonders. Hitomi teases her about actually being in love with Madoka, but Sayaka is serious. Madoka is easily fooled and, although she may not seem like the type to be deceptive, Homura does seem to be hiding something. Mabayu overhears and catches Sayaka's name. She thinks Sayaka is perceptive, and how difficult it must be to keep secret about being a magical girl.

Outside the mall café, Mabayu is ready to follow her prey but she gets an odd, disturbing feeling around her. Kyubey appears, telling her her appearance was perfect timing. He points out one of the mall shoppers, who has a glowing symbol on her neck and is acting strangely. Mabayu deduces it must be a witch's kiss, just like the ones she had heard about. She then remembers about the robbery incident from the last timeline and figures it must have been a witch that caused it. Kyubey asks what she will do, but Mabayu has no time for this. She has to follow that person!

Scene 13 (Madoka)
Mami and Madoka are fighting against Izabel. Mami uses her Tiro Finale and finishes off the witch. Madoka is happy they were able to defeat it before it caused any trouble, and Mami thanks her for showing her where it was. Otherwise she might not have noticed it on her way back from school and it could have been much worse. She then asks Madoka how it is she could have known it would be there. It was like Madoka could see the future.

Inside the witch's barrier, Mabayu looks around. She soon hears the voice of Sayaka and follows after it. There she encounters Sayaka being attacked by a familiar.

Mabayu transforms and is about to rush in, but stops herself. She only knows support magic like enhancing her vision or turning invisible. Nothing that would work offensively. Invisibility won't help when there's so many enemies. She turns to ask Kyubey for help, but he's gone. She looks around and spots him approaching Sayaka. Sayaka is surprised at the living "stuffed animal", and even more so to hear him speaking inside her head. The conversation is one sided, as first Sayaka cries out in fear at the thought of dying, then stares at Kyubey incredulously. If she makes a contract, can she really survive? Before she can continue, time stops. Mabayu recognizes what's going on and hurries to turn invisible before she's spotted by Homura. Homura arrives, out of breath but just in time. She's surprised to see Kyubey there, but figures out he must have been trying to contract with Sayaka. Well she won't let it happen. Homura aims carefully and throws several bombs. Mabayu watches as the bombs freeze in midair, realizing Homura fights by using the time stops to her advantage. Having thrown enough bombs, Homura prepares to start time again. She utters the phrase, "this time I'll save Miki-san" which puzzles Mabayu. Time starts and both Gertrud and all of the Anthonies are destroyed by the bombs, saving Sayaka.

The barrier dissipates and Sayaka is left standing confusedly in the mall. She thinks she was saved but isn't sure of what happened. She sees Homura approach her and asks what she's doing here, but Homura only cryptically replies it's better not to know. Instead she begs her to remember her warning: Kyubey is not to be beleived and she should never make a contract. She turns and runs off, with Sayaka left behind calling out to her. Mabayu watches the exchange. Once more Homura warned someone not to believe Kyubey, so why does she hate him?

Scene 14 (Homura)
Homura gleefully congratulates herself on being able to defeat a witch all on her own as well as changing the future by saving Sayaka. She's not going to let Kyubey get away with this and she's going to save everyone and Madoka too. Nor can she let herself keep running away forever, so she's determined to talk to Mami tomorrow and try to convince her.

Day 11

Mabayu has arrived early at school, earning her aunt Sakie's praise. She yawns sleepily; normally she'd sleep in until the last possible minute and just barely get to school on time, but she has to get her early if she plans on spying on Homura. She notices Madoka talking with Hitomi. It seems Sayaka is late to school, which never happens and is more Madoka's thing according to Hitomi. Maybe they need a change in roles? At that moment, Sayaka runs up to them with Kyubey riding on her shoulders. Hitomi asks why Madoka is staring, but is interrupted by Sayaka demanding to know why Kyubey had to tell her all about Magical Girls and why Madoka didn't. Hitomi looks at Madoka confusedly, who doesn't respond. Madoka and Sayaka stare at each other for a moment as they speak telepathically, causing Hitomi to accuse them of becoming so close they can now understand each other without a word and running away, calling it forbidden love. Sayaka watches her run off and turns to Madoka, promising to tell her about the magical girl story later.

It's lunch break and Mabayu finally has a chance to investigate Homura's secret, but considering how Sayaka looked maybe she needs to look into her too. As she considers a course of action, Mami stands up from her desk. Up on the rooftop, Mami faces Sayaka, Madoka, and Homura. Madoka had brought Sayak to meet Mami and told her about Sayaka's recent run-in with a witch at the mall where Homura had ended up being the one to save her. Homura reminds Sayaka about her warning to not trust Kyubey, but Sayaka had been concerned about Madoka's behavior lately only to find out she's been fighting these terrifying witches this whole time. Mami assures her she'll take good care of Madoka, and that the fighting they do protects the people of this town. Still, Sayaka doesn't think it's right children like them should be the ones to do it, and nothing can balance out the miracles they wish for. She turns to Madoka and tells her they should stay away from such dangerous people and takes off, with Madoka trailing after her.

Left alone, Mami thanks Homura for having saved Sayaka. She also confirms that it was Homura who told Madoka about that other witch yesterday. She wants to know when did Homura become good friends with Madoka and what else is she hiding. As much as Homura wants to, she can't tell Mami anything because she isn't ready to believe her yet. Mami can't believe her unless Homura tells her the truth, but when pressed to promise not to tell Kyubey, she shakes her head. Kyubey is her trusted partner, and she can't promise not to tell him what Homura says until she hears it for herself. She asks Homura what she'll do now. Instead, Homura stares at her steadfastly then begs her to take her along on the witch hunts. At the very least she can prove she's to be trusted out on the field. Mami is taken aback by the outburst. By now, she admits she had begun to consider the possibility that Homura might be her enemy but Homura denies it flatly. Mami can't understand her motivation, but she does understand that Homura is also adamant about defeating witches. The enemy of my enemy is my friend and Mami is willing to take all the allies she can get. She instead asks Homura to join them. Nearby, Mabayu watches this entire exchange while invisible. She finds it odd that Mami, who would so readily kill her in the last time loop, is acting so differently in this one.

Day 13

Homura apologizes for dragging Madoka along with her to the industrial complex, but she had no other choice since Mami isn't ready to believe in her yet. She tells Madoka how there was a witch who appeared in a factory on the outskirts of town. There was a gas leak and they hadn't noticed it until a day later, resulting in several victims. This time, however, they'll be able to stop it before something happens. If they use Homura's memories to their advantage, they'll be able to save lots of people. Mabayu watches from around a corner, in invisible mode. She remembers the factory accident that happened around this time during the last time loop. Considering this, Madoka asks if that was the reason she was able to save Sayaka the other day. Homura stares intently at the floor for a moment, before quietly telling Madoka she never wants to see her as hurt as she was when she was grieving the loss of her friend Sayaka. Madoka promise she'll support Homura, but her phone rings. It's a call from Sayaka.

Madoka meets up with Sayaka, who demands to know if Madoka is really going to go. One little mistake and Madoka will wind up dead. Madoka is well aware of the consequences, but she's not worried since Mami and Homura will be helping her. Sayaka isn't so sure they're trustworthy. She still thinks Homura is weird and hiding something, whereas Mami is currently solo. She clearly had some other magical girl partner before, so why is she alone now? Sayaka wonders if her previous partner died fighting Witches, but Madoka is sure that isn't the case. Mami would never put her friends in danger. If not, she's sure to have some other explanation. Madoka admits she's never felt like she had something to offer others, so she feels a little proud that she now has the power to stop witches from hurting people. It's something she can do for everyone. That's the reason she fights as a magical girl. Sayaka scratches her head; Madoka is such a good girl so if she beleives this strongly about it then she'll believe in her. That said, she does have one favor: show her what Madoka looks like in an actual fight. If she sees she can handle herself and isn't in danger, then Sayaka won't say anything about it. Kyubey appears from nowhere, agreeing with Sayaka's suggestion. Sayaka also has the potential to be a magical girl, so they have the option of having her contract should things become too overwhelming. However, Sayaka is sure it won't come to that as she encourages Madoka to crush all the witches.

Mami, Madoka, and Homura are fighting Patricia. The Team defeats Patricia as in episode 10. Mabayu, in invisible mode, is watching in amazement as Mami conjures a bridge made of ribbons across the sky. Homura stops time, runs while panting across the bridge, then throws a bomb at Patricia. She restarts time and the witch is defeated, with the barrier dissipating soon after. Madoka pounces on Homura, hugging her and calling her amazing.

Mami is also very impressed with Homura and her strategy. She trails off for a moment, mentioning something being just her imagination, but she shakes her head and doesn't finish the thought. Instead she praises Homura's magical ability to conjure explosions from out of nowhere. Homura doesn't correct her, only replying she'll continue to try harder. Mabayu catches on, realizing that Homura hasn't told Mami about her true ability because it's her trump card. Madoka turns to Sayaka and asks her what she thinks. Sayaka has to admit they did a fine job. She turns to Homura and Mami and asks them to please take care of Madoka. Both of them quickly agree, but Mami believes if Sayaka is so worried about her, then she should just contract and help to protect Madoka. Homura is aghast that Mami would suggest Sayaka contract, but Mami points out Sayaka would also still get a wish as recompense. Sayaka shakes her head. As much as she has things she wants or wants to do, she'd rather make her wishes come true by her own hands rather than rely on someone else. Not that granted wishes are worthless, but she's not sure what that means either. Mami asks if she's sure, but Sayaka is certain. It may sound stupid, but she's made her decision. Homura thinks that's a good idea and promises they'll take good care of Madoka, which pleases Sayaka.

Day 14

Scene 15 (Sayaka)
Hitomi and Sayaka greet each other in front of the school building. It seems Madoka has become rather close to Homura lately since Sayaka had walked to school on her own this morning. Hitomi reminds her that Sayaka still has another best friend, namely her. Sayaka nonchalantly agrees, prompting Hitomi to call her out on her blasé response and asks if maybe she isn't acting weird. Sayaka brushes her off and Hitomi walks on ahead. Kyubey talks to Sayaka telepathically and asks if she regrets not making her contract. He doesn't care when she does it as she's always welcome to change her mind. He changes tactics and asks if she hesitated because she was afraid of fighting witches. Sayaka replies that's not what's holding her back so much as she doesn't like the idea of her wishes coming true. And while there is something she wants, she feels it would be cheating if she just contracted and got what she wanted. Kyubey doesn't understand; isn't it human nature to act on one's desires?

Sayaka tells him to shut up and never speak to her again. Kyubey shrugs and tells her it's a shame since he really wanted to see her fighting alongside her friend Madoka. Speaking of Madoka, Sayaka wonders what it is she wished for in order to become a magical girl. Kyubey responds it was for a cat. They had attempted to save a cat's life after it was in a traffic accident. Sayaka's face turns pale as she calls him a liar. Hitomi turns back and asks Sayaka if anything is wrong. She noticed her standing there and then suddenly grow pale. Sayaka forces a smile and tells her it was nothing.

Mabayu is eavesdropping on her classmates’ conversation. She’s surprised to find their topic of conversation is about some band that broke up. In previous loops, most of the conversations she listened to were about the bomb scare and the gas leak at the factory but, thanks to the other magical girls, these incidents were prevented this time around. Kyubey puts in his 2 cents, saying how unpredictable humans are due to how irrational or illogical their decisions can be such as helping out others outside of their own interest. Mabayu counters by explaining how people feel guilty when they don’t help others they see in need, but Kyubey believes this is confusing causality with responsibility. Mabayu says it’s impossible to calculate the profit of a contract by converting the happiness of someone before and after they make a contract into a number and then subtracting the two, but Kyubey says there’s no point in statistics if you can’t take the uncertainties into account. However, if this were true then by his reasoning Sayaka would have contracted by now. Mabayu can’t even think of what Sayaka would have wished for, but then again she can’t even remember her own wish. Speaking of wishes, shes asks if there’s been any clues about her contract. Most magical girl abilities tend to be related to their wishes, such as Mami’s ribbons which are symbolic of her wish to save her life after a traffic accident. Therefore, Mabayu’s wish must have something to do with light. Mabayu waits expectantly for more detail, but Kyubey has nothing further to add. Light is too broad a magic type to pin down to any one wish. Maybe she contracted during a power outage? Or maybe her own name has some kind of light-based connection? Mabayu gives up for now on trying to solve the mystery of her wish. Changing the subject, Kyubey suggests Mabayu contact Homura directly. Mabayu takes it into consideration, but she’s hesitant. She’s already told Kyubey everything she knows about Homura’s powers, but to Homura she would probably seem like a spy. She decides it’s better to wait and find out Homura’s true intentions before making contact.

At the café, Mabayu considers whether or not to continue following Homura like some kind of stalker. Sakie interrupts Mabayu’s train of thought and asks if her latest attempt at latte art is a penguin. Mabayu is surprised, pleasantly for once since Sakie guessed correctly for the first time.

Sakie asks if maybe she has bad intuition, but Mabayu can’t tell her that this is the first time she’s been asked about the latte art in this time loop. Maybe Mabayu’s art skills have actually improved? The last time she practiced she got sick and stayed up all night thanks to the copious amounts of caffeine. This triggers her memories, as today was also the same day that Kyoko saved her at the park on her way home. Based on what she remembers of her interactions with others, it seems like Kyoko is at odds with the other magical girls. Could there be some kind of connection there? She considers investigating Kyoko as well.

Mabayu bids her aunt goodnight as the café closes up for the day. Sakie warns her to be careful on her way home, but even though Mabayu promises she will she also knows she’s about to purposefully head somewhere with danger. She hears a meow and looks around, seeing Amy nearby about to be fed by Sayaka which is unusual for her. Mabayu approaches Sayaka, who stands up and recognizes her school uniform. She asks Mabayu if she has a part-time job, but Mabayu worriedly corrects her and tells her it’s more like helping out at the family business. Sayaka assures her she has no intention of telling their school about the job, but in exchange she wants to know one thing: did Amy really come back to life? Mabayu responds that Amy did come back to life, but then corrects this to say she survived rather than came back from the dead. Sayaka had heard it was a miracle, which Mabayu agrees is what the veterinarians had called it. Sayaka gets a sad look as she mutters to herself about how Madoka used her wish for such a thing. For such a trivial thing Madoka repeatedly puts herself into dangerous, whereas compared to her Sayaka is…. She trails off and looks down at the ground sadly once more. Mabayu wonders if Sayaka is still in contact with Kyubey despite not contracting. Sayaka thanks her for her time then leaves despondently. Mabayu watches her go, wondering what is going on to cause Sayaka’s mood to be so down. Her mood was so different from how she usually acts that she seemed almost like a different person. But now’s not the time to ponder that as Mabayu hurries to the park. Mami asks if Madoka and Homura are ready as they face down Ulla. Both Madoka and Homura answer in the affirmative.

Mabayu watches while camouflaged but she’s slightly confused. In the previous time loops it was Kyoko that took down this familiar rather than these three. She watches as Ulla attacks, striking Homura. Homura takes the hit as Madoka steps forth and counterattacks. Homura had swiftly taken down the witch from before, but since she’s never encountered this familiar she’s now having trouble fighting it. It seems Homura’s fighting-style isn’t well suited for team battle unlike Mami, who is able to handle even groups of enemies with seeming ease. Mami tells Homura to stand back as she takes her place in the fight, unleashing a Tiro Finale that ends the familiars and dissipates the barrier. Madoka praises mami while Homura can only apologize for getting in the way. Mami tells her not to worry since they can make up for each other’s weaknesses as a team while Madoka assures her she’ll be right by her side. Mabayu continues to watch silently. Concepts like friendship, effort, and victory don’t really mean much to her since she much prefers trickery, cheating, and unearned victories instead. Which is why she’s sneaking around and spying on these girls rather than simply going right up to them and introducing herself. At that moment, Mabayu feels a strong presence coming from a nearby building.

On a nearby rooftop, Kyoko watches the trio. She thinks it was a tough fight they put up and how odd Mami is acting now. If she keeps slowing down, Kyoko will have to take Mitakihara from her.

Day 15

The school bell rings as classes end for the day. Mabayu watches as Mami immediately grabs her school bags and leaves. Most likely as not she’s found a clue about a witch, and Mabayu realizes that Kyoko had meant “getting back on your feet” to mean Mami’s formal pace of witch exterminating. This could be due to Homura’s memories of the previous time loop, which let her know exactly when and where a witch will appear. If Mami is back up to a fast pace thanks to Homura’s memories, does this mean Mami had been killing witches at a fast pace despite fighting alone? Kyubey breaks Mabayu’s reverie, reminding her she was supposed to be trailing after Mami. Mabayu hurries after her but is stopped at the door by her teacher, who reminds her she’s supposed to be taking a make-up exam after school today. But this time Mabayu is prepared as she shows her teacher her decent (for her) score on today’s exam. Her teacher was sure Mabayu would have failed the exam, but since she got a 50/100, it was just enough points for her to scrape by with a passing grade. He asks if maybe Mabayu didn’t cheat, but she adamantly refutes this. Granted she’d taken the exam before in a previous time loop, so in a sense she sort of cheated. Kyubey realizes Mabayu purposefully didn’t get a perfect score so as to avoid suspicion, further illustrating what a careful person she is.

Mabayu and Kyubey are at the hospital. Based on the direction she was headed, she’s sure to be around here somewhere. Kyubey directs her attention to a particular hallway where Sayaka’s voice can be heard. Sayaka stands alone, considering what to do since Madoka and the others left because they were unable to visit Kyosuke. Mabayu listens in carefully, wondering if maybe the others left because of a witch nearby, since hospitals tend to be the perfect place for witches to go on a rampage. Kyubey agrees this is highly likely, but Mabayu is hesitant to leave Sayaka alone because of how down she looks. Kyubey offers to stay with Sayaka so Mabayu can go take care of the witch. She considers his proposal: on the one hand Homura distrusts Kyubey for some reason, but on the other hand it would be much easier to find out Homura’s secret on her own without Kyubey around. She takes him up on the offer and the two split off. Mabayu looks around and quickly finds the witch’s barrier.

Scene 16 (Sayaka)
Up on the hospital's roof, Sayaka calls herself disgusting. The sun is setting as she looks up to see Kyubey watching her and she angrily reminds him he wasn't to talk to her again. Kyubey replies she never said anything about him not being near her. Sayaka sighs. Kyubey asks if something happened. Sayaka only replies that she's useless and can't do anything whereas Madoka is practically dazzling in comparison.

Inside the barrier, the camouflaged Mabayu soon finds Mami, who is accompanied by Madoka and Homura. Before they can proceed further, Homura asks Mami to wait for a moment. They stop and Homura apologizes for yesterday. Mami tells her not to worry since they’re all friends but Homura still looks glum. When Madoka asks if she’s ok, Homura doesn’t respond. Mami faces Homura and tells her she isn’t comfortable with things being kept from her and would like it if Homura could share everything so they can worry about it together. But she can also tell that Homura has been suffering much more than Mami has, and she understands that memories can’t just be conveniently erased. Perhaps the reason Homura hasn’t revealed everything is because some things can’t be forgotten once learned. Homura nods, so Mami smiles and tells her she’d much rather hear it in full at the right time and place, so if need be she can wait a little longer. Homura gives a small smile and thanks her. Mabayu thinks Mami is such a cool senpai that seems to see everything that’s going on around her, until she remembers her “senpai” is the same age as her. Still, she’s such an amazing person. However, the girls are soon spotted by a herd of Pyotr. Mami and Madoka the first to attack, making short work of the familiars. Mabayu watches, thinking the two of them are a great duo as always, but she spots something coming up on them from behind.

Homura warns Mami not to get close to the witch, asking her to play support instead. Mami nods as both Madoka and Mami fire shots at Charlotte, distracting it from Homura. In retaliation, Charlotte transforms into its second stage.

Homura stops time. Even though she may not be able to tell Mami the truth now, she hopes that one day Mami will believe in her. She unleashes a barrage of explosives at Charlotte before restarting time, causing the witch to be destroyed as the barrier dissipates around them. Back in the hospital lobby, Homura breathes a sigh of relief as both Madoka and Mami congratulate her. Mami asks Homura to continue to fight witches with them together, to which Homura happily agrees.

Day 16

Scene 17 (Sayaka)
Kyousuke attempts to move his hand but is unable to. At this point he can't even feel the pain in his hand anymore either. Sayaka tells him it's ok and things will work out so long as he doesn't give up. But that's just it: his doctor told him it would be better if he did give up playing since his hand would never be able to move again, at least not with modern medicine. It would take magic or a micale at this point. "Miracles and magic do exist", cries out Sayaka as she looks up to find Kyubey's silhouette in the window. (same as in episode 4)
Scene 18 (Sayaka)
Sayaka faces Kyubey, who asks if she's changed her mind. Sayaka is no longer worried now that she's been faced with someone who would need a miracle and she had the power to make that miracle happen. She makes her contract and screams as her soul is turned into a gem. Kyubey hands her the soul gem.

Homura and Madoka are talking together as the night stars twinkle overhead. Homura asks Madoka if she believes Mami will ever come to believe her, but Madoka believes that Mami must be scared as well. Despite her cool, strong, and kind exterior, on the inside Mami must be feeling terribly lonely. So if Homura were to tell her about the future, it’s very likely to add even more stress to Mami. Homura agrees with her and looks down sadly. Madoka smiles, encouraging her to do their best together. Homura agrees happily, and the two of them bid their goodbyes and go their separate ways. Close by, Mabayu watches the exchange. It seems they were coming back from a meeting at Mami’s place. Judging by the fact the two of them split, Mabayu concludes there will be no witch hunting today. As Homura walks home, she bumps into Hitomi. She greets her, but Hitomi ignores Homura and wordlessly walks past her. Mabayu gets scared at how Hitomi reacted. Homura calls out to Hitomi and tries once more to get her attention, except this time Hitomi notices her and greets her back with an odd smile on her face. Worried, Homura asks where Hitomi could be going at such a late hour. Hitomi vaguely responds she’s going to somewhere that’s much nicer than the place they’re at, then decides to ask Homura to come with her to this wonderful place. Homura fidgets, unsure of what to do. Mabayu continues to watch, then notices a strange mark on Hitomi’s neck. A camouflaged Mabayu watches as several people, each with the same strange mark on their neck, begin to gather inside an abandoned building. Could this be the work of a witch? A flustered Homura stands with the other people, unsure of what to do. Considering Homura’s behavior, Mabayu figures this is something that Homura didn’t experience in the previous time loop. One of the strangers, an older man, begins to lament about how worthless he is because he couldn’t even manage a small factory. Mabayu notices he’s carrying a common household chemical, the kind that’s dangerous to mix with other chemicals. Is this what Hitomi meant by “a place that’s much nicer” than here? Homura begs the man to stop what he’s doing, but Hitomi intercedes and hits Homura, warning her not to interfere. She tells Homura this is a sacred ceremony for the people who have traveled from afar to journey together to a wonderful world. She giggles oddly as she calls it a wonderful journey, and refers to their living bodies as a nuisance. She grabs hold of Homura and asks if her living body isn’t also a nuisance to her, but Homura tries to pull away as she begs her not to do this. Hitomi pushes her down and demands to know if Homura is going to stop their ceremony as the other people begin to gather in a circle around Homura. Mabayu watches; she knows Homura could easily escape the crowd by stopping time, but if she were to do that then Hitomi and the others will end up being sacrificed to a witch. However, Homura looks around before spotting what she was looking for: the entrance to the witch’s barrier.

Homura knows there’s no time to call for help, and she can’t abandon these people here, so she has no choice but to fight the witch on her own. Mabayu is surprised at her. She knows Homura won’t be able to take on the witch on her own, but she doesn’t know what to do. Should she call someone for help? Should she herself go and help? Mabayu decides against this. She’s no better at fighting witches than Homura is, so if she were to go she’d just end up being a burden to her instead. Mabayu shakes her head. What is she thinking? She can’t just abandon Homura like this. However, before she can make her move, Sayaka in magical girl attire appears from seemingly nowhere and leaps into the barrier. Mabayu isn’t sure who she saw, but she quickly follows after her. Inside the barrier, Homura struggles as familiars keep attacking her, preventing her from getting close to the witch.

She’s worried since she only has a limited supply of bombs, but Sayaka steps in with a determined look on her face. She tells Homura to stand back as she goes forward and attacks the familiars, defeating them easily. Mabayu watches, realizing Sayaka has contracted after all. Sayaka approaches the witch and dispatches it just as easily. Mabayu watches in amazement as the barrier quickly dissipates. Homura approaches Sayaka and asks her why she contracted when she said she wouldn't. Sayaka asks her if that's the first thing she should be saying to her lifesaver, prompting Homura to thank her before asking her again why. Sayaka instead asks the transfer student how she can be expected to be trusted with Madoka's life when she couldn't even handle this situation. If she hadn't rushed in to save them, Hitomi might have died as well. She angrily asks Homura if she understands. Homura glumly looks down with no response: everything she said was true. Sayaka snaps her to attention when she reminds her they still need to do something about the witch's victims. Many of them were breathing in the strange chemicals so they'll need to call an ambulance for them. Homura nods in response.

Day 17

It's the end of the day as Madoka, Sayaka, and Homura visit Hitomi in the hospital. She's surprised so many people came to visit her, so she apologizes for worrying them. Madoka asks how she's doing. Thankfully Hitomi only inhaled a small amount of the toxic chemical fumes thanks to Homura coming to the rescue. She has only vague memories of the night before, and there are several other people with the same symptoms so for now the doctors are calling it a mass hallucination. Thanks to that, Hitomi will have to stay in the hospital for a while while they run tests. Madoka tells her to cheer up and think of it as a break from all the tons of extra-curriculars she normally has to do, but instead Hitomi says she has to hurry and get better. Her family has been worried and have come to see her often. Sayaka grins, saying the only reason would be because their fridge is now overflowing with all of her uneaten desserts. Outside the hospital room, Mabayu watches in camouflaged form. She notices Hitomi has one of the cakes from Récompense next to her bed. If Hitomi doesn't hurry and get out of the hospital soon, she's going to balloon up from sitting there. Sayaka teases her, saying it's ok because boys prefer girls with a little more meat on them and causing Hitomi to glare back at her. At this point, the quiet Homura speaks up. She gets Hitomi's attention, and then blurts out an apology.

Back in the hospital lobby, Madoka asks if Homura is ok. Homura believes it's her fault Hitomi got hurt because she failed to notice the incident sooner. Sayaka tells her she's a savior from Hitomi's point of view, so she wouldn't understand why Homura was so desperate to apologize. Madoka tells her to think instead of all the people she can save if she keeps it up. In that case, Homura asks her to go out on patrol with her now. Madoka isn't sure since Mami isn't with them, but Sayaka isn't worried since they were able to handle the witch from yesterday. If they're able to do this on their own, then Mami will see them as more capable and worry less.

Sayaka sings a patrolling song about being heroes of justice as the girls walk down the quiet streets at night. Madoka and Homura walk a few feet behind her so Madoka can ask her if today was the day the witch appeared in the previous loop. Homura says she was interrupted in the last loop and missed it but she's interrupted by Sayaka, who wants to know what they're whispering about. Mabayu, who has been trailing them in camouflage, notes that Homura still hasn't revealed to anyone else that she has memories of a previous time loop. Since they don't know the reason why Sayaka contracted, it's probably better to not say more than necessary. Even with her memmories, Homura comes off as very uptight. It makes sense why she would feel guilty about not saving Hitomi sooner, but no one else would understand.

Eventually, the soul gems react to a presence in a dark alley. They walk into the barrier and are greeted by Kyubey and a familiar.

Sayaka thinks it's a shame since she wanted to show off her new powers, but Homura sternly reminds her familiars are just as dangerous as witches to humans. They manage to find the familiar again, so Sayaka and Madoka transform and coordinate their attacks on it. Mabayu is impressed with how well they work together, and believes they might do very well even without Mami's assistance. Homura prepares to finish off the familiar, but is interrupted when Kyoko appears and demands to know what they're doing. The familiar takes advantage of the interruption to escape. The barrier dissipates as Sayaka begins to chase after it but Kyoko steps in and blocks her. She points out it's a familiar so it's not worth chasing, but Sayaka is worried about it hurting someone. Kyoko doesn't see the problem with this since it needs to eat at least 4 or 5 people before it can become a witch and then be able to drop a grief seed. Homura stops time. In the last loop she let them get away, but not this time.

She catches up to the familiar and throws a bomb at it, then releases time. The bomb destroys it, while Kyoko and Sayaka look on in confusion. Homura is relieved she made it but Kyoko strikes at her. Homura repeats the same thing as Sayaka about people being hurt. Kyoko rolls her eyes and lowers her weapons. More idiots who believe in ideals like justice and helping others. She asks if they made their contracts over something like that. Sayaka pushes her and asks what of it. Kyoko tells her people who get into this business because it's fun really piss her off. She shoves Sayaka back before striking at her twice. Homura cries out as she stops time once more. Mami isn't here this time to stop the fight, so it's up to her. She drops a bomb near Kyoko and restarts time. Mabayu wants to warn her but it's too late. Sayaka was only pretending to be knocked back as she leaps in close to attack Kyoko. Immediately the bomb Homura had dropped goes off and both Sayaka and Kyoko are hurt by the blast. Kyoko calls it another of Homura's magic tricks and accuses her of only pretending to be timid while really she's more than willing to sacrifice her allies. Homura swears it was an accident, but Kyoko can't trust her word and is clearly outnumbered. She decide to leave it for now and takes off.

Madoka stands over Sayaka and helps her to stand. She asks if she's ok, but Sayaka is still dazed and thought she was going to die for a moment there. Kyubey stares at her silently as she quickly heals. Outloud, Sayaka asks if her healing powers are a result of her wish to heal. She then turns to Homura who apologizes once more for not predicting Sayaka would jump in like that. Sayaka asks her how it is she can predict her enemy but not her allies. Homura has no other answer except more apologies. She had been too focused on following Sakura-san's movements. Sayaka's eyes narrow in suspicion and she asks if that's the name of the red-head that just attacked them. Why does Homura know her name? Homura stutters but doesn't respond. Sayaka accuses her of hiding something and warns her she can't entrust her life to someone who hides things. If she wants to continue to fight together, she has to tell her the truth. Homura understands, but she wants some time to think of how she's going to phrase it. She also wants Mami to be there so she asks Sayaka for the four of them to meet together tomorrow, just them. Sayaka agrees.

Day 18

(Same as in episode 10)

Inside of a factory late at night, Mabayu watches in camouflage as Homura, Madoka, Mami, and Sayaka prepare to meet. She notes how Kyubey isn't here and how tense the atmosphere seems. Sayaka breaks the ice by asking the transfer student what it is she's hiding from them. Homura nods then transforms. She asks the other girls to touch her so she can show them the secret behind her exploding magic. Reluctantly they do so and Homura freezes time. Mami looks around amazed as Homura explains the other explosions were all bombs she'd thrown while time was stopped. This explains why she couldn't do anything about the bomb she'd already thrown when Sayaka ran into the impending explosion. Sayaka could see that, but she still doesn't get why the need to hide her magic. Homura responds her magic can do more than just stop time, she can turn back time to a month ago once the sand in her hourglass empties. This is the third time she's experienced this day, so to put it shortly she's a time traveller. She unfreezes time as Madoka explains how Homura knew the witch's location and weaknesses based on her memories of the previous loops. Sayaka is upset she hid this from everyone except Madoka. When Mami asks why, Homura replies the reason is because she didn't want Kyubey to know. Mami presses for the reason she doesn't trust Kyubey. Homura explains that yes, soul gems grow cloudier the more magic they use, but when they reach their limit magical girls become witches. The witch they just fought used to be a magical girl. Kyubey is trying to turn them all into witches. Madoka and Sayaka look on in shock and horror. Even Mabayu is distraught at this news. Will magical girls become witches? Mabayu compares Kyubey to an arsonist who also creates firefighters. Mabayu feels overwhelmed at first then considers if her soul gem becomes too cloudy, does that mean she'll become a witch too?

Despite this revelation, Mami can't bring herself to believe it. What Homura is saying makes sense, but they have no way to prove her memories of the past are real. Thus far it's true that Kyubey has only been helping them. Homura knows that's true, but it only seems that way now. Sayaka asks what good it does Kyubey to lie to them. Maybe Homura is actually in league with Kyoko and is trying to divide the group. Madoka steps in and tells Sayaka she's the only one doing that right now. Either way, Sayaka is against teaming up with Homura. It may be easy for Madoka and Mami to fight alongside her since they have long-range weapons, but Sayaka fights up close and has almost been caught in the blast several times now. Mami asks Homura if she can use any weapons other than bombs, which Homura promises to think it over. Having said all that, Mami wants to change topics and talk about Kyoko. She explains she was a former teammate of hers but they had a difference in opinion and split up a long time ago. Sayaka isn't surprised; no one would be able to get along with someone like her. Mami is more surprised at the fact Kyoko was in town at all, since she normally hangs out elsewhere but it's possible she moved her territory to Mitakihara. If that's the case, there may be a fight over grief seeds. Madoka wonders if Kyoko can't be reasoned with. Mami doubts it'll work, but is willing to try. She warns the others that Kyoko is not to be trifled with or engaged; she's a long-time veteran who can handle witches entirely on her own. With that, Mami calls the meeting to a close and reminds them to contact her right away if they need anything.

Back at home, Mabayu and Kyubey stare at one another silently. Mabayu wonders if it would be wise to tell him everythign she overheard today. If he's deceiving magical girls, wouldn't that mean she's a victim as well? If only she could remember what her wish was for, then she could maybe determine if he's friend or foe. Either way, she can't just continue to remain a bystander. Kyubey asks her if Homura considers him an enemy. When Mabayu doesn't answer right away, he asks if Homura revealed the truth about witches to everyone. Mabayu asks how he could have known that, but according to Kyubey humans and his race think very differently. Revealing this sort of thing before gave rise to a lot of trouble. Assuming it's true Homura can rewind time, then she might hold a grudge from before which would explain her actions. Since Kyubey guessed correctly, Mabayu goes ahead and confirms his suspicions. She then asks if what Homura said about witches was true. Kyubey confirms it. When asked if the same will happen to her, Kyubey replies she has plenty of grief seeds and rarely uses her magic. But yes, her soul gem will eventually become cloudy. Mabayu realizes this means she'll have to gather more grief seeds before that can happen. She asks Kyubey why he didn't tell her sooner, but he says it's because she didn't ask. Somehow Mabayu knew that's what he was going to say, which is also why Homura is so suspicious of him. He asks her what she's going to do about her grief seed supply. She considers becoming friends with Mami and simply asking for some, but Kyubey reminds her about the situation with Kyoko. There are only so many grief seeds to go around. Even if she were to team up with them there's no guarantee they'll share. If anything, they might consider her a burden and eliminate her. Mabayu sighs. It's true, and they also don't like her for some reason. Kyubey suggests she get good at using her magic and improve herself if she plans to present herself as an asset. Mabayu guesses this means "give me more information in exchange". Kyubey agrees this would be mutually beneficial as Mabayu decides to give it more thought.

Day 19

Another shift at the café. Kyubey has been pressing Mabayu for information, but she's not sure what to do. Judging from his personality, it's more than likely he's planning something but she doubts there's any malicious intent. It's true she's not much of a magical girl and can't fight, so she might as well focus on gathering more information. With more detailed data, she can make a more informed decision. The bells on the door ring as a customer enters. She automatically welcomes them and is then stunned when she realizes it's Madoka and Homura. Her prey has walked right up to her without knowing it. The two girls look over the sweets on display as Homura asks Madoka what they should get Hitomi. Madoka knows she likes all kinds of desserts so they probably shouldn't overthink it and just get something they would want. Homura remembers when she was hospitalized the one thing she really wanted was a low-calorie cake. Madoka thinks that's perfect since Hitomi was worried about putting on weight. Homura thinks maybe she should stop working on that apology cake she was making but Madoka thinks all cake is great so maybe it's ok as long as it's low-cal.

They get Mabayu's attention and ask if there's any low-cal cakes. She calls for her aunt Sakie who comes out and recommends a chiffon cake. They buy the chiffon cake and leave. Mabayu determines they must be heading for the hospital after this and decides to tail them, but not before Sakie san reminds her of all the orders they still have at the café. It seems Mabayu's unique latte art has gone up in demand.

Scene 19 (Sayaka)
Sayaka stands in the hospital lobby. She finds hanging out with the transfer student rather awkward. She could sort of understand why she would hide her power to freeze time, but Madoka is too good of a person and will readily believe anyone. Sayaka doesn't trust Homura. She decides to visit Hitomi first but her hospital room is locked. Since she must be undergoing an examination, Sayaka instead decides to visit Kyosuke Kamijo first but finds Hitomi standing in front of Kyosuke's door. Hitomi enters the room and greets Kyosuke. It seems a visitor had given her some cake but since it was too much for one person, maybe she could share it with him? Kyosuke is delighted and offers her some tea from the mini-fridge in the room. Lurking in the hallway, Sayaka watches as the scene unfolds before her. She reasons it's perfectly normal for two people who were hospitalizad to hang out and calls herself a creep for spying on them. Hitomi asks if Kyosuke is indeed getting discharged tomorrow. With his hand perfectly well, there's no reason for him to stay any longer. Kyosuke attributes it to Hitomi's visits that cured his hand. Hitomi responds she is only returning the favor. Kyosuke doesn't think he did anything but Hitomi assures him just knowing he was here also was enough. Up until now she'd been wanting to have a proper conversation with him. Sayaka tears up in the hallway and opts to go home instead.

It's late in the day but Mabayu is finally free. She's pretty sure Madoka and Homura have already left the hospital, but maybe they're hunting for witches nearby. She looks around and happens to spot a very depressed Sayaka coming out of the hospital alone. Mabayu thought she had gone to visit at the hospital with Madoka and Homura. She decides to go into the hospital and see for herself. She sneaks a peek inside a room where she can hear Hitomi and watches as Hitomi wipes the cake from Kyosuke's mouth. He calls the cake delicious and thanks her once more for sharing it with him. She was happy to share, especially since talking with him helped her out so much and it was more cake than she could eat alone. She decides to take advantage of the opportunity and asks Kyosuke if he wouldn't mind talking with her a little more, just the two of them. Mabayu realizes the situation is quickly taking a romantic turn and decides to leave.

Scene 20 (Mami)
Mami stands in her apartment and weighs the news. Homura had come to her and claimed that Kyubey was deceiving them and that magical girls turn into witches. If that were true and she'd known that, Mami would have never invited anyone to contract. While she's never even heard of such a situation as this, and while it sounds impossible, there is some evidence to the contrary that hints this may be true. Kyubey appears and asks what she's thinking about. Mami tells him it's nothing and asks what he wants. Kyubey asks her what Homura talked about with her the other day. Mami still isn't sure whether or not Homura is telling the truth, but since Kyubey doesn't lie maybe she can ask the right kind of questions to get what she wants to know. Mami decides against it and lies to Kyubey, telling him Homura had asked them about the possibility of them working together as a team. Considering that's the kind of thing a newbie would say, Kyubey determines she must have very recently contracted. In the end, Mami couldn't bring herself to ask him about the truth.

Day 20

Homura apologizes to Madoka for asking to accompanying her as they ride the train. Madoka doesn't mind, although she did want Sayaka to come along with. Homura wonders if something happened since Sayaka seemed so pensive. Madoka agrees Sayaka has been acting rather strange lately and even went on patrol alone last night. Once more Mabayu is in camouflaged mode as she listens in. She knew Sayaka hadn't gone with Madoka and Homura the other day, so what was she doing at the hospital then? Madoka thinks Sayaka may be taking on too much of the responsibility alone, so she should rely on her friends more. Homura agrees, and promises to become more dependable.

Once they arrive at their destination, Mabayu watches as they search on a building's roof across the street. Homura is sure she's found what they're looking for so she transforms and asks Madoka to wait for her. She freezes time and disappears inside. Mabayu watches in a slight panic. She recognizes the building as the one from that internet rumor about mafia activity but it's too late to stop her. She watches from afar as Homura sneaks in and proceeds to steal several guns and other heavy weaponry. Despite the risks, Homura is willing to do what it takes to get her friends to believe her.

Scene 21 (Mami)
Mami comes across Sayaka, who is standing by the river. Sayaka is mentally beating herself up for not being able to bring herself to congratulate Kyousuke on his discharge. Mami tells her a lot of things changed when she became a magical girl so she came down to collect her thoughts. Sayaka asks if Madoka really did make her wish for some cat, which Mami seems to believe is so. She then asks Mami what she wished for. Mami describes the traffic accident that nearly killed her and how she hastily wished to save her own life. She's known others who made their wish for someone else, however. There are many who believe the wish of another is more important than their own. Mami sort of envies them. While she has no regrets, she does wish she could have made her wish to benefit someone else rather than just herself. Perhaps this is the reason she continues to fight. Mami asks what Sayaka's wish was for, but Sayaka would rather talk about that another time.

Day 21

Scene 22 (Kyoko)

Similar to episode 7, Kyoko finishes recounting her backstory. She explains that all hope is balanced out by an equal amount of despair which is why she swore to only ever use her magic for herself. Sayaka thinks this is a pretty selfish view of the world, and that balancing out is a joke. She accuses Kyoko of not knowing what her wish really entailed, whereas she at least is aware of what she did. According to her, she was the only one who could make someone important to her happy. What despair could come of that? Her miracle made someone happy and her magic is for justice, to be used to make someone's dreams come true. Kyoko doesn't respond until now, asking Sayaka why she looks like she wants to cry then. Sayaka claims to have no regrets then immediately runs off. Kyoko calls after her.

Mabayu walks alone at night. Madoka and Homura are trying to come up with something they can do, but Mabayu can't do anything. Can she really keep remaining a bystander? Well, until she can figure out her powers she'll just end up getting in the way.

Up until now she’d been limiting her use of magic and she still has a few grief seeds so her soul gem has been ok, but that won’t last forever. How is she supposed to get ahold of another grief seed? If only there were some way the others could do all the fighting while she still gets to profit. Mabayu hears a sound and looks around. At the nearby public park, she spies the entrance to a witch’s barrier. She can hear Kyoko crying out followed by Mami’s voice as she unleashes her Tiro Finale. The barrier dissipates, leaving the two magical girls standing there. The two girls stare at each other, a grief seed lying on the ground between them. Mami praises Kyoko’s much-improved skills, but Kyoko can only respond derisively. While she’s been improving, Mami seems to have become lax thanks to all the henchman she has in tow. The old Mami also would have been more polite when regarding Kyoko. She asks if that’s the reason she’s outside of her territory and now in Mitakihara. Kyoko can’t help it if there’s plenty of chickens ripe for the plucking. That and she didn’t want Mami’s trainees to end up with the wrong ideas. She points out how Sayaka is already at her limit, much to Mami’s surprise. Kyoko accuses her of going blind as well, and explains how Sayaka has been sneaking off on her own at night, killing familiars one by one. But familiars don’t drop grief seeds. Mami realizes this explains why Sayaka had been acting strange lately. Mami wonders what the reason could be, but Kyoko believes it’s because she buys in to the whole “heroes of justice” bit. She can’t stand the arrogance of those who made their wishes for the sake of others, since magical girls are supposed to live for themselves.

Mami has no answer to that. Instead, she asks Kyoko if she happens to know what happens to a magical girl who runs out of magic. As far as Kyoko knows, a magical girl who runs out of power will be unable to use magic and then dies. Mami asks if she’s ever actually seen it happen. Since Kyoko is very solitary, she’s never been around other magical girls so she wouldn’t have had the chance. When she asks Mami why she asked, Mami brushes it off and tells her it’s nothing. Kyoko detransforms and sighs. With the tension between them gone, Kyoko offers to let Mami take the grief seed so she can use it on Sayaka. She’s no longer the Mami she used to admire, so she hopes she can improve before the next match then leaves.

Scene 23 (Sayaka)

Sayaka has found Sebastian and begins to whale at it with her sword. The familiar attempts to flee but Sayaka won't let it. She prayed for a miracle to make someone happy and she doesn't care what anyone else thinks. The familiar dies and the barrier dissipates, leaving Sayaka panting as she transforms back to her school clothes. She braces herself then heads out to find the next familiar or witch to destroy.

Day 22

Scene 24 (Sayaka)
Sayaka stands by the river, outraged at the fact that Kyubey lied to her just like the transfer student had said and didn't tell them about the relocation of a Magical Girl's soul upon making the contract. Because she never asked about the details, Kyubey saw no need to tell her. Sayaka responds angrily, calling it a convenient omission. She'd suffered needlessly and is now no longer human all because she wasn't told. But if she had known, perhaps she wouldn't have hesitated anyways. Kyubey is confused until Sayaka assures him she is still an ally of justice, and can be no less.

At Café Récompense, Mabayu approaches her aunt Sakie but Sakie already knows what she’s going to ask. Since there aren’t many customers left, she tells Mabayu she can leave early so she can catch the nightly movie. Mabayu dresses out of her uniform and steps outside of the café. She recalls that it was this same day during the last loop when Mami and Kyoko fought Elsa Maria and she first witnessed a magical girl battle. No doubt Homura has the same memories and will be heading to the same location as before.

Camouflaged, Mabayu looks around the factory. It seems Homura and the others haven’t arrived yet and the witch’s barrier is where it should be. However, she hears a voice coming from inside the barrier and recognizes it as Sayaka’s voice. She enters the barrier and finds Sayaka fighting the witch single-handed and taking quite a beating while doing so.

Mabayu watches the fight for a moment. She can’t understand why Sayaka would attempt to fight it alone, and from the way she’s brutally fighting it’s like she wants to be hurt. For a moment Sayaka stops as she catches her breath. She can feel the pain fading quickly and is resolved to make herself suffer even more. However, her friends soon arrive as Madoka calls out her name. Mami yells out at her to stop while Homura freezes time. It seems Mami was right about Sayaka going out fighting witches alone. Her soul gem has grown dangerously cloudy, but Homura is determined not to let her continue on her own especially now that she’s a full-fledged magical girl even Sayaka can rely on. Homura pulls out a gun from within her shield and takes several shots at the witch. Mabayu notes how well she can handle the gun and figures she must have been practicing ever since she stole the weapons. With that, Homura unfreezes time and the witch is destroyed. The barrier dissipates and Homura is pleased with how well it went. Thanks to her guns she won’t put Sayaka in danger anymore. Sayaka, however, glares at her and instead tells her she didn’t need the help. The girls detransform, then Mami asks to see Sayaka’s soul gem. She holds it out in her hand.

The girls are astounded at how cloudy it’s become. Mami asks if she’s been fighting witches and familiars on her own. Sayaka acts like it’s no big deal and pretends to act sheepishly about keeping it secret from the others. Her eyes then narrow, and she asks which meddler was the one who told on her. Rather than respond to her question, Mami tells her to use a grief seed and offers her one, but Sayaka refuses since it didn’t come from the witch she herself defeated. Madoka becomes worried and tries to warn Sayaka about letting it get so cloudy, but Sayaka can’t believe Madoka would actually listen to what the transfer student had said about witches. She turns to Mami and asks her what she thinks about the whole “magical girls into witches” thing. Mami has no answer, so Sayaka accuses her of making them join her when she herself doesn’t believe in it. Homura snatches Sayaka’s soul gem from her and quickly freezes time. If she keeps this up, Sayaka’s soul gem will be too far gone and she’ll become a witch. So rather than let that happen, she just won’t let Sayaka turn into a magical girl anymore. She turns and begins to run away as fast she can.

After a few minutes, time resumes once more. Mami, Madoka, and Mabayu watch as Sayaka suddenly drops lifelessly to the floor. Mami looks scared when she realizes Sayaka isn’t breathing. Madoka calls out in fear for Homura, yelling out that Sayaka is in trouble. Homura hears Madoka’s voice telling her Sayaka suddenly fell despite Homura not doing anything to her. She turns back and rejoins the group. Mami is beginning to panic when she realizes Sayaka’s pulse had also stopped. Homura can’t understand what could have caused this. Was it because she interfered with her transformation? She approaches Sayaka and, when she gets close, Sayaka suddenly opens her eyes. Mami and Madoka watch in amazement as the once dead Sayaka suddenly springs back to life. Mabayu notes that Sayaka came back to life as soon as she was near her soul gem again. Sayaka then transforms and warns the transfer student not to take away her soul gem. She roughly pushes Homura away from her before telling her she can’t let her guard down around Homura’s annoying ability. Mami and Madoka both ask Sayaka if her body is ok, but Sayaka is just confused. Madoka informs her she stopped breathing just now.

Day 23

The alarm rings as a groggy Mabayu gets up. She barely got any sleep last night. Kyubey appears so Mabayu tells him she’d been waiting for him to ask a question. Kyubey asks if it’s about soul gems since Sayaka had been asking him about them. She tells him about Sayaka suddenly becoming unconscious and her body seemed to become like a shell. Kyubey corrects her and tells her Sayaka’s body IS a shell. Her main body is the soul gem Homura stole. Since human bodies wouldn’t be able to withstand a fight with a witch, his role in the contract is to extract their souls and turn them into soul gems. If that’s the case, does this mean her real body is her soul gem and she’s no longer a normal human? Kyubey affirms this. Mabayu ponders this new information. While it’s a weird feeling knowing her real self is sitting on a desk, she doesn’t feel any different. Kyubey doesn’t believe there are any disadvantages to this, since their bodies are freed from deterioration thanks to their magic. Since there’s not much she can do about it, Mabayu accepts the situation as is for now. This reminds Kyubey that he had heard today was the same day Mabayu had died in the last time loop.

As she sits in class, Mabayu thinks back to the last time loop. Back then, she had followed after Mami only for Mami to threaten her life. Mabayu had ran away straight into a witch’s barrier. She cried out for help before being killed by a familiar. She realizes now that it wasn’t Mami who had attacked her, but the witch Mami must have been hunting down. In her panic, Mabayu had inadvertently run straight into its barrier.

It's later in the evening and Mabayu is working her usual shift at the café. Despite what hundreds of movies had to say about a fated death being unavoidable, it seems reality operated by very different rules. She had successfully passed the hour in which she died in the last time loop without incident. However, Mabayu is now facing a very different kind of problem. Up until now she’d been working off of her memories of the previous time loop, so everything from this point onward will be completely new to her. She hoped there wasn’t going to be anymore dangerous situations since she’d like to avoid the terrible pain she had felt that day. Her aunt Sakie gets her attention and asks Mabayu if she knows the girl outside. Mabayu looks and sees a depressed Sayaka sitting outside the café. Her aunt had assumed she was playing with Amy, but Amy had already left while Sayaka remained sitting there. Mabayu offers to go talk to her and steps outside.

She approaches Sayaka and greets her, then asks if she’s feeling ok. Sayaka replies her body is just fine, but rather it’s like her soul is feeling cloudy. Mabayu recalls that the group had broken up and left without Sayaka using a grief seed, so her soul gem must still be clouded. Sayaka asks if she’s in the way, but Mabayu assures her she isn’t. They were just worried about her. Sayaka gets upset and asks why they’re so worried about her when they don’t even know her. Why is she trying to be so nice to someone when it doesn’t matter. Does Mabayu think she’s some kind of hero of justice? Does she pray for the happiness of others without getting anything in return? Mabayu tries to tell her to calm down, but Sayaka isn’t listening as she trails off. She starts rambling about not being able to do that, but even she could do it and all just for some kitten. Despite this, she still manages to laugh without regrets. Because of that, Sayaka can’t stand to be by her side anymore. Mabayu tells her to wait just a moment and hurries back into the café. She believes Sayaka is acting strange and needs to calm down, and she has just the thing. Half a moment later Mabayu emergences from the café with a hot drink and a snack but Sayaka is nowhere to be found. Sakie steps outside and asks her if she still plans on leaving early today, to which Mabayu nods.

Scene 25 (Kyoko)
(Same as in episode 10.)

Kyoko has finally found Sayaka sitting at the train station. She asks how long she plans on being stubborn, and advises her not to misjudge her abilities if she's to survive. But Sayaka doesn't care about surviving, or if her body perishes. She knows what she signed up for. Kyoko uses her magic only for herself so if she dies it's her own fault, but Sayaka is using her magic for someone else, isnt' she? Sayaka gets mad, but before she can respond Mami, Madoka, and Homura show up. Sayaka angrily turns to Kyoko, who tells her an ally of justice who fights for others also has friends who will help her so she shouldn't do herself the disservice. Madoka notes that Sayaka has been fighting lots of witches by herself and offers her a grief seed. But instead Sayaka slaps it out of her hand, saying she doesn't deserve it. Madoka tears up. Although she's always been by her side, she doesn't understand Sayaka's troubles. She asks if they can't talk with each other more to help one another find a way to make things work, especially if they all work as allies of justice together. Sayaka seemingly relents, calling Madoka too kind unlike herself then apologizes. Unlike Mami and Madoka, she can't be an ally of justice. Crying, her soul gem explodes, turning into a grief seed and creating a labyrinth all the while Sayaka's witch looms up behind her now empty body. Kyoko and Mami both recognize it as a witch's barrier. Mami is traumatized as she realizes the truth: witches are born from magical girls.

Mabayu doesn't know where to look next. She'd been running around trying to find Sayaka before her soul gem reaches its final limit. Finally, she senses a witch's barrier at the train station and jumps in.

Inside, a shocked Mami can't believe what she's just witnessed, while Kyoko demands to know what that monster did to Sayaka. Madoka pleads for Sayaka to remember who she once was, but the witch merely strikes at her. Mabayu, camouflaged, also can't believe the witch before her was formerly Sayaka. Homura grimaces as she freezes time. She throws several bombs at Oktavia before apologizing to Sayaka. She unfreezes time and Oktavia is destroyed.

The barrier dissipates, leaving the girls in tears. Kyoko still can't believe what she just saw whereas Madoka breaks down in tears. Mabayu notes how Homura didn't hesitate when it happened, and wonders if maybe this isn't the first time it's happened. Homura is suddenly wrapped in ribbons and before she can react, Kyoko is killed. If magical girls turn into witches, then it's better for them all to die now. She aims her gun at Homura, but is stopped when Madoka shoots and destroys her soul gem with an arrow.

Madoka can't take any more of this. Homura holds her hands and promises they'll defeat Walpurgisnacht together. Madoka nods weakly. Mabayu had heard Homura mention the name Walpurgisnacht before, as the witch who was the reason she rewound time.

Back home, Kyubey believes that makes sense. She's only appeared a few times, but she's a witch that no one magical girl could ever hope to defeat alone. When asked if two girls could defeat her, he can't outright say it's impossible but even if the five of them together had fought her she still would have been an incredibly difficult opponent. With Homura at her current level, there's very little hope if at all. Mabayu fidgets and Kyubey guesses she wants to help them in her fight, but with still no knowledge of her own powers she would simply get in their way. If they were to share what grief seeds they had with her as well, their chances of winning would only go down. For whatever reason, Mabayu is caught up in Homura's time jumps so there's no reason for her to rush. She'll find the right solution eventually.

Day 24

Madoka and Homura combine their attacks as they take on Roberta. Mabayu watches as the two of them try their best, but it's clear they're having a difficult time of it. The witch retaliates and attacks Madoka, hitting her hard. Homura recommends she stop time but Madoka tells her not to waste her magic. Madoka has more experience, so she volunteers herself as decoy and attacks the witch once more. The witch hits Mdoka back several times. Homura begs her to stop but Madoka won't listen. She has to do her best in for the sake of Mami and Sayaka. She hits the witch with one mighty blow, making an opening for Homura. She calls out and Homura stops time. She takes aim and fires several shots before resuming time. The witch is destroyed and the barrier dissipates. Madoka is both surprised and relieved; they had been able to defeat her just the two of them. Homura runs over and looks Madoka over, asking if she's hurt. She notices her soul gem and how dark it's grown. Madoka tells her it's ok if she did waste a bit of magic since they were able to properly defeat a witch on their own. At this rate they'll have no problem defeating Walpurgisnacht. Mabayu notices the dark expression on Homura's face after hearing this, and strongly considers introducing herself to them in order to help.

Scene 26 (Homura)
Homura stands in her pendulum room, unsure of what to do. Even though she's a much better fighter than the last time loop, it's not enough for just her and Madoka to take down Walpurgisnacht. She has no way to win without collecting more grief seeds, and she lost completely to the witch last time. Maybe she should ignore the familiars like Kyoko had suggested?

Day 25

Homura and Madoka meet at an abandoned factory. With only one week left until Walpurgisnacht arrives, Homura suggests they save up their magic power, but Madoka shakes her head. She reminds her of Mami and Sayaka's words about leaving familiars alone because of the danger they still pose so they can't just ignore them. Homura is still worried, but Madoka reassures her. They still have time and they can still get stronger until then. So they'll just have to do their best as heroes of justice. Homura echoes the phrase but Madoka has already sensed another witch. They head out.

Inside the barrier, the two girls face off against the Bartel. Homura freezes time, fires several shots, then resumes time. The familiar dies and the barrier dissipates. Once more Madoka is overjoyed with their success while Homura remains serious. Madoka believes their teamwork is steadily improving, then asks Homura if she's still worried. She asks her to believe in her, "There are many hard and painful things in the world, but there are also things that are just as happy and enjoyable. Even if there is despair, there is surely an equal amount of hope." They're magical girls, so surely they can make a miracle happen. Mabayu couldn't help but turn away. Madoka's smile was too bright, so she wasn't able to see Homura's response.

Day 31

Mabayu sits in her room and goes over the past few days. Both Madoka and Homura have been planning countermeasures against tomorrow, the day Walpurgisnacht arrives. Their team work and efficiency in defeating witches and their familiar had been rising, so surely the two of them now might have a chance. Kyubey interrupts her train of thought, asking her if she was going to watch a movie today. He figures Mabayu was in no rush since she didn't reveal herself to Homura and spent the entire time loop only observing. The only reason for what would be if she truly believed she was going to end up repeating time again anyways. She realizes he's right. Despite not having any memories of the first timeline, Homura had mentioned this was her third timeline, so it's reasonable to assume there will be a fourth time loop. Since magical girls are a rarity, she believes it would be better to stay out of the way rather than be labeled as a potential enemy. As a bonus, all the grief seeds would be revived if time is reset once more. Kyubey calls it a wise decision, then asks what she'll do if they do manage to defeat Walpurgisnacht. She'll be back in the same situation as before, with a dwindling supply of grief seeds. Mabayu replies she'll just come forth honestly and make herself known. Even if there's a risk of being perceived as an enemy, she feels it would be better to be killed than turn into a witch.

Kyubey asks her if she would still share information with him were time to reset. It's more than likely Walpurgisnacht is the key to the the time resets, and it's also possible that was the reason she contracted. She agrees this makes sense and tells him she'll see him again in the next loop.

Day 32

Mabayu listens as the news announces an emergency evacuation order due to abnormal weather. Sakie calls from the other room, reminding her they need to head to the shelter. Since she's ready, Mabayu offers to go ahead first. Inwardly she apologizes for lying, but she has to go and see the two of them. She has to see Homura's final decision for her own.

Mabayu can't even begin to process the destruction she sees before her as Walpurgisnacht looms menacingly overhead. She watches in horror as the two lone magical girls fight together to stop the monstrous creature before them. Homura freezes time and unleashes bullet after bullet while Madoka fires off her bow and creating a hailstorm of arrows.

Mabayu can see her soul gem is at its limit. Homura tries to warn Madoka she's run out of magic power, but Madoka is determined to keep going. This is the town that Mami, Sayaka, and everyone else tried to protect. Homura releases time ane Mabayu watches as the hundreds of arrows Madoka fired converge into one mega arrow that hits Walpurgisnacht squarely. When the dust clears, it seems like it was nothing more than a scratch to the monstrous witch. Homura's will begins to falter when she notices how dark Madoka's soul gem has become. Despite this, Madoka can't give up because they're magical girls who make miracles happen. Mabayu watches as Madoka cuts her way through the hordes of familiars while Homura hangs back, debating on what to do. Mabayu can see she too is almost completely out of magic. Madoka's cry of pain immediately grabs Homura's attention and banishes all doubts. She rushes forward to help her and uses the last of her magic to freeze time once she reaches her. She looks at Madoka's pained face and apologizes. Up until now she had been worried because it was just down to the two of them after the other 3 had died. She didn't believe it was possible to protect the town while defeating all of the loose familiars as well. She was about to give up on this timeline's version of Madoka and rewind time, but she just couldn't bring herself to do it. She can't just run away and leave her here, not when all of her memories of this time are real.

Watching from afar, Mabayu can understand now that Homura contracted and gained the power to rewind time in order to save Madoka. All she had thought about was abandoning this time loop, but she couldn't abandon Madoka. She used the very last of her magic on this attack, so if it fails then this town will be doomed. Does that mean Mabayu will be doomed as well? Well, it's better than becoming a witch she supposes. Homura will do whatever she can to make a miracle happen for Madoka's sake. She freezes time, and fires as many bullets as she can at it, from every direction. She releases time and they watch as Walpurgisnacht is hit but ultimately remains standing.

In the end, it was impossible to defeat her. The two magical girls lay on the ground holding their almost blackened soul gems. Homura asks if she has any grief seeds left but Madoka only shakes her head. She then suggests they just go ahead and turn into monsters and ruin everything in this world. Just destroy everything they can and pretend none of this ever happened. Instead Madoka takes out a grief seed she had lied about and purifies Homura's soul gem. When asked why she didn't just use it on herself, Madoka reminds her she's the only one who can go back and change history. She asks Homura to save her stupid self from being deceived by Kyubey. Homura promises to save her, no matter how many times it takes. Madoka cries in pain then asks for one more favor. She doesn't want to become a witch, despite all the unpleasant and sad things there were still so many things she wanted to protect. She then smiles as Homura finally calls her by her first name. Homura transforms, then holds back the tears as she points her gun at Madoka's soul gem. She screams before firing once.

Mabayu turned away from the sound of the gunshot. That's when she noticed Kyubey staring at her intently. He almost seemed to be smiling despite his face showing the same expression it always does. He tells Mabayu he'll see her in the next time loop. Homura bids her farewell to Madoka and resets time.

Key Points

Film 02.jpg
  • Day 02: I am approached by Kyubey and learn that I am also a magical girl.
  • Day 06: I learn that the time stops are caused by Homura.
  • Day 14: I learned that my own wish may be related to light.
  • Day 23: It turns out the soul gem is actually a soul.
  • Day 31: I realized I don't remember the first time loop based on Homura's statement that this is the third time loop. I decide not to fight Walpurgisnacht and instead bet on the next time loop.


Film 2 Main Story (English subs)

Film 2 Side Story (English subs)

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