Scene 0 Film 3

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Homura is repeating time to save Madoka. Upon learning the truth, Mabayu tried to appear before Homura. However, she hesitates when she sees how the transformed Homura erased Kyubey. Later, when there are multiple Kyubeys and Madoka is in danger of making a contract, Mabayu finally appears before Homura and informs her of the situation. However, this was tantamount to confessing to being a peeping Tom, and Homura seeming disgusted upon learning that was the situation. Nevertheless, Mabayu saves Madoka, who was struggling against a witch. She then loses her own life when she saves Homura, who had tried to distance herself from Madoka. Mabayu struck a deal with her by seeing the future with her personal magic. Her reason for doing it was because she respected Homura's love for Madoka.


Day 1

The hourglass turns and Madoka Kaname's wish echoes like a curse that binds time.

An alarm rings, waking up Mabayu Aki. She is saddened by the memory of Homura's attempt to save Madoka. She checks her desk drawer and notes her grief seed is back to how it was. She has to do something!

Scene 1 (Homura)

Homura awakens in the hospital. No one will believe or accept what she has to say about the future. She lets her hair down then raises her soul gem and fixes her eyesight.

She'll have to save Madoka by means of her own power and stop Kyubey from contracting her.

At school, Sayaka is talking to Madoka about the cat that often hangs out in front of the cake shop. Madoka knows her, it's Amy and she's a great gourmet. Apparently she'll only eat chicken-flavored dry cat food. Mabayu was right, Homura isn't in school yet so she must still be in the hospital. Time freezes at that moment, so Mabayu takes this perfect opportunity to search in the staff room for any documents that can tell her where she's currently hospitalized. She has to meet Homura.

Day 2

A camouflaged Mabayu searches the hospital's halls for Homura's room. She's sure she's close when she hears Homura's voice strongly refuse something. She enters the room and finds Homura, no longer wearing braids and glasses. She has a serious and stern look on her face as she stares down Kyubey. She warns him not to contract anyone or she'll do everything in her power to eliminate him. She then transforms and threatens to show no mercy if he doesn't stop disturbing her. He takes his cue and vanishes. Homura detransforms and thinks of her next move. She knows that tonight is the night Madoka makes her contract with him, so she'll stop him by any means necessary. Mabayu believes Homura has a scary look in her eyes, almost as if she were a different person.

Scene 2 (Homura)
Homura considers her options. She had failed to rewrite the correct numbers for her lab results and she worries the events from the previous week may repeat themselves. She's approached by Kyubey, who greets her. She closes her eyes and completely ignores him. He says he only wants to ask her about herself. She's an irregular, a magical girl who doesn't have a contract with him so he wants to know when, where, and with who did she contract with but Homura finally speaks up when she refuses to divulge any information. He doesn't want to force anything on her, but he does believe this could be mutually beneficial. In response, Homura warns him not to contract anyone or she'll do everything in her power to eliminate him then transforms and warns him not to get any closer. When he asks the reason, she threatens to show no mercy if he doesn't stop disturbing her. Kyubey apologizes and claims he didn't come here for a fight. He turns and vanishes. Homura detransforms and sighs. So far this loop has been identical, which means he'll meet with Madoka tonight according to Madoka's story. She'll stop him by any means.
Scene 3 (Homura)

Homura walks through the city's shopping district. In the previous loops she couldn't get started until after she'd been discharged from the hospital, but she now knows she has no time to wait in order to prevent Madoka from contracting. Homura transforms then freezes time. She'll need to get ahold of a weapon quickly.

It's late at night as Mabayu walks through the dark suburban area. She's sure Madoka's house is somewhere around here when she soon spots Kyubey lurking around. However Homura gets to him first. She reminds him of her earlier warning not to make a contract with Madoka. Without even giving him a chance to respond, she freezes time and fires off several rounds of bullets into him. Mabayu cries out in surprise, causing Homura to look around and ask if someone is there. She demands she show herself, but Mabayu is too afraid. The way Homura is now, she doesn't consider anyone her ally, especially when she finds out she's been spying on her this whole time. Homura decides to release time and watches as Kyubey is annihilated. Maybe it was just for imagination but no matter. Madoka should be protected from Kyubey. Mabayu nervously breathes a sigh of relief. She managed to hide her presence from Homura.

Back at home, Mabayu considers the events she saw. In the end she couldn't' get herself to reveal her presence, but she can't allow Homura to continue on her own either. Kyubey asks her who she's referring to. Mabayu jumps back in shock. Figuring it must be surprise from seeing him for the first time, he decides to introduce himself but Mabayu cuts him off. She was positive she'd seen him die at Homura's hands earlier so how can he be here talking to her now? This must be a dream caused by sleep-deprivation but Kyubey assures her he's real. That's just what a character in a dream would say, so Mabayu decides it's better if she just goes to sleep for the rest of the night.

Day 3

An alarm rings, waking up Mabayu. Kyubey greets her good morning as she groggily responds in kind. Now that she's awake, she must be convinced that Kyubey isn't a dream. She agrees, and says he must be an illusion or an imaginary friend instead. The kind of character the audience finds out isn't real at the end of the movie. Kyubey admits he does look like someone with the qualities of a magical girl, causing Mabayu to become deflated. He finally said the words magical girl, so she must have a few loose screws in the head. Surely she's too delusional to go to school, so maybe she should go to a hospital and get looked at instead? Kyubey asks if she's really doubting her own sanity, but what else should Mabayu do when some impossible looking creature is sitting there talking to her in a human language. Kyubey thinks it's a shame she doesn't believe him and leaves. She calls for her aunt Sakie and asks to be taken to the hospital.

Mabayu stands outside in the city, dressed in her school uniform. Thankfully she was able to get rid of Kyubey by pretending to head to the hospital after pretending to be asleep all night. In the previous time loop he had asked for her cooperation, but no matter how she looks at it she knows she can't trust him too much. Speaking of, she was sure she saw Homura kill him yesterday, so is this Kyubey a clone of the original? If there are lots more like him, then she needs to warn Homura.

She enters Homura's hospital room only to find noone there. A nurse approaches her and asks if she's a friend of Homura's. She assumes Mabayu got mixed up and explains she was discharged today from the hospital. Considering Homura used to have a heart-disease, it makes sense that would no longer be a concern once she became a magical girl. She thanks the nurse and leaves.

The day is coming soon to an end and Mabayu is no closer to finding Homura. She's not at school and there's no sign of her at home. She's already skipped classes for the day as she waits and watches Homura's apartment, but the important thing is to find Homura and talk to her as soon as possible. Otherwise, Madoka will end up talking with Kyubey again. Finally, Homura returns to her home.

Scene 4 (Homura)
Homura stands alone in her pendulum room. She knows she killed Kyubey when she riddled him with bullet holes. She can still remember the feel the tremors of the gun in her hand. Still, she has other more pressing things to worry about. She has to save Madoka and in order to do that she had to protect her from contracting. It's the best she could do for now. As to her other problems, she knows Mami, Sayaka, and Kyoko won't believe her. So it seems she has no choice but to defeat Walpurgisnacht on her own. She'll gather materials and make a plan for next month. Suddenly, she's interrupted by a green-haired girl who somehow knows her name. When she asks who she is, the girl instead responds by warning her Kyubey is still alive which means Madoka will... She's cut off mid-sentence when Homura transforms and once more demands to know who she is.

Homura stands alone in her pendulum room. It seems she has no choice but to defeat Walpurgisnacht on her own, so she'll gather materials and make a plan for next month. Mabayu bursts into her apartment and immediately warns Homura that Kyubey is alive which means Madoka will... She's cut off mid-sentence when Homura transforms and once more demands to know who she is. Mabayu is scared. She knows if she messes this up she'll end up getting shot, but she has to do this. She steels herself then introduces herself to Homura and reminds her they don't have much time to talk. Kyubey is alive and there's more than one Kyubey running around. If this keeps up, Madoka will end up contracting and becoming a magical girl again. Homura suddenly remembers what day it is as Mabayu urges her to hurry and not waste the life Madoka sacrificed. Homura doesn't like it, but she knows she doesn't have a moment to waste. She promises to ask her about the details later as she freezes time and takes off running. It seems Mabayu was able to convince her after all, so she follows after.

Scene 5 (Madoka)

Madoka is in tears, visibly distraught at what's occured. She can't believe Amy could be dead, not when she had been so happily lazing about in front of the café just the other day. She was so cute and had never done anything wrong, so why does she have to die so suddenly? A voice calls her name and she looks about. She notices a white cat-like creature and asks if it's not a stuffed animal of some kind. Kyubey introduces himself and says he needs to ask her a favor. He can make any wish come true, including easily saving the life of a dying cat. But there are conditions, so if she wants such a miracle to come true she'll need to make a contract with him and become a magical girl.

Scene 6 (Madoka)

A light flashes and Madoka stands, having been transformed into a magical girl. Kyubey informs her she will not have to fight against witches in accordance to the contract. She hears a sound and looks to find Amy meowing at her, completely healthy and unharmed in any way. Madoka is overjoyed to find her furry friend has been healed as the cat nuzzles up to Madoka while purring and licking her. A miracle had happened and her wish came true. She thanks Kyubey but no sooner do the words escape her lips then Kyubey is filled with bullet holes. At first Madoka panics, thinking another tragedy had just occurred in front of her, but Kyubey reappears from behind her and assures her he's safe. Madoka is confused since Kyubey's bullet-riddled body is still laying before her. Kyubey believes someone is harboring hostility towards him.

Homura hurt so much when she broke up with Madoka, and she suffered so much when she received her wish, so Mabayu can't let it all go to ruin. She can't let Madoka contract with Kyubey! She finally catches up with Homura just outside Récompense. Homura looks like she's about to cry as nearby a smiling Madoka in full magical girl attire smiles down at Kyubey and an unharmed Amy. They were too late. Homura glares angrily before firing several bullets into Kyubey. She'll never forgive him for taking advantage of her kindness and changing her fate. She fires her gun, emptying the magazine into him. Madoka has been sacrificed again. Mabayu grabs ahold of Homura and tells her to stop, she's done enough. Even if she does kill this Kyubey it's too late now. Homura calms herself then asks her once more who she is. Homura freezes time, but Mabayu continues to fidget. Homura notes that she too can move freely in frozen time, then asks if she was the presence she felt yesterday. She demands the truth but Mabayu hesitates. Homura may already be inclined to violence, so she may end up getting killed. It could be she already doesn't care about anyone or anything else that isn't Madoka. But still, she's positive Madoka wouldn't want something like that. She takes a deep breath before telling Homura she's caught up in her time loops. At first she had no idea why time stopped so she investigated the reason and ended up learning about the existence of magical girls. She learned it was Homura who was manipulating time so she's been observing them from afar. Homura gets worked up, demanding to know why she's been spying, since when, and for what purpose. Mabayu fidgets and admits she only wanted to help her. Homura glares at her, telling how how deeply displeased she is by this news. Mabayu is devastated at this reaction, so she transforms then goes into camouflaged mode. Homura demands to know where she's gone, but all Mabayu does is telepathically apologize to her before running away.

Scene 7 (Homura)
Homura stands in her room, cursing her luck. She hadn't expected there to be so many Kyubeys but then again, those creatures are beyond common sense. She cries out an apology to Madoka for failing to save her once more and wonders how she should look when they meet.

Day 4

Mabayu sits in class, kicking herself over how she messed up last night. It's true, isn't it? She's creepy. Although she can't really blame her. If she knew someone was watching her from afar, when time was frozen and she was discussing her private thoughts with herself, she'd think she was a very suspicious person as well. Mabayu is a peeping pervert, some kind of perverted magical girl. She groans outloud, causing Mami to look at her and ask if she's ok. Mabayu tells her it's nothing, just remembering something embarrassing she did. Now even Mami, to whom she'd never spoken to before, has spoken with her. She's totally and utterly embarrassed and begs for a giant hole to open up and swallow her. She sinks into her chair, face burning red with shame. Well, she was never good at communicating with others, so she wasn't the most optimistic when it came down to it, but now she's made nothing several bad moves in a row. Instead of being friends, she's sure to be labeled as an enemy for the rest of her life. She hangs her head. It's a hopeless situation and sehe was wrong to think they could become friends. Since time rewound and her soul gem has gone back to its pristine state, maybe it's better if she lay low for awhile. She can just pretend she's not a magical girl and... Suddenly, time stops which causes Mabayu to groan. Clearly Homura is doing something somewhere.

Mabayu stands camouflaged on a building's rooftop. Even though she'd told herself she'd have nothing more to do with them, she can't ignore them now that she's involved. When she couldn't think of what else to do, she found herself back at it again, observing them from afar. Across the street, she watches as Mami offers Madoka some cake. Just like in the last time loop, the two girls are talking with one another but this time there's one big difference: Kyubey. Unlike last time, Kyubey is there with them now. He had been shot and killed by Homura yesterday, yet there he was. Was Kyubey perhaps immortal, or were there just a lot of them? Mabayu '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. She tells Madoka that high suicide rates and crime without a clear reason are often the work of a witch. It's the same conversation as the last time loop, except this time Homura doesn't interrupt by showing up. She recalls in the previous time loop, after the battle with Walpurgisnacht, Madoka had begged Homura to stop her stupid self from being deceived by Kyubey. Homura wasn't able to keep that promise this time, so this time loop is already a failure for her. Will Homura end up abandoning Madoka?

Scene 8 (Homura)
Homura stands in an abandoned building. Even though she can always rewind time, she should use this time loop as efficiently as possible. If the events of the previous loop have repeated, then there should be a a black market trade in weapons which means she can get all the weapons and funds she'll need all at once. However, this does carry a certain amount of risk. But she'll have to be reckless if she plans to take down Walpurgisnacht. It's best if she collects as much information as possible and use this loop to its full extent. She waits for a moment, then notes it's here.

Homura remembers that girl, Mabayu Aki. Now that she thinks about it, she hasn't tried contacting her once since then. What did she mean? If she really is caught up in her time loops, then is she somewhere nearby watching her now? It's upsetting, but she can't help thinking about it. After all, this is the only magic she has to rely on.

Day 5

Mabayu relaxes in her room. Another day off and she's watching a movie on TV, although technically this is the third time she lazed about on this day and watched this movie. She stops and thinks of what to do next. She now understands the reason behind the time stops, but she's hesitant to mess things up with Homura even further. Maybe it wouldn't be so bad to just spend all the time loops renting out different movies? But Homura was so amazing, doing whatever she can all by herself to try to save Madoka. It's a tough spot to be in no matter how you look at it, and Mabayu doubts she'd be able to do the same in her shoes. She's such an idiot for making Homura hate her like that. The TV's broadcast is interrupted by a news bulletin about a smuggling group who was reported and busted. It goes on to say the smuggling group had been attacked by someone, likely a rival gang, and that weaponry as well as money was stolen from them. Mabayu doesn't remember this news blurb happening during the last time loops and figures this must be Homura's doing.

Back at the café, Sakie Aki asks Mabayu if something is wrong. Mabayu tries to tell her it's nothing, but her aunt knows her too well to be fooled by her lies. She sighs and gives in, telling her aunt how she's hated by a certain person. It's her fault for what happened and she understands why things are as they are, but the other person won't even listen to her anymore. What should she do if she can't even apologize to her? Sakie figures this person must be very important to her, but Mabayu isn't sure. She's never talked to her before this, but she does respect her and wanted to help her out. Sakie smiles and tells Mabayu there are all sorts of people in this world. Some like layer cake, while others prefer cheesecake or sachetorte. The point is, people's tastes vary widely and it's difficult to change them. There's no point in trying to force them to eat something they don't like, so wouldn't it be better to make a cake that suits their tastes instead?

Day 6

Scene 9 (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 ended up coming here, since last time she had to save Madoka from being attacked by a witch. By doing so, she had gained her trust and was able to move forward in time. If she does the same thing this time, then they can become friends. But she already knows what happened in that future, so should she do the same thing this time? She wasn't able to prevent Madoka from contracting, so what's the point in trying to save a girl who can't be saved?

It's nearing the end of the day and the class are on a field trip to an auto plant. Mabayu ponders her aunt's words about just making a cake with a flavor they like. If she can't change Homura's feelings, then maybe she should change her approach. At the moment the teacher announces they're on a restroom break as the class disperses. Mabayu looks around and spots Madoka with the rest of her class. Her and Hitomi are wondering where Sayaka could have gone since they haven't seen her for awhile. Madoka offers to go and look for her then leaves. However, she inadvertently wanders into a witch's barrier. She continues to call out her friend's name and soon finds her wandering in the same gray barrier. Sayaka is relieved to see her and admits she got lost in this same area last year. Madoka points her to the exit but doesn't follow when Sayaka starts to head out. She pretends she still needs to use the restroom and encourages Sayaka to head back first. She turns and leaves, leaving Madoka behind alone. She too had been lost in this same area last year, but this time she recognizes it as a witch's barrier. If she leaves this where it is, a bad accident could happen. She can't overlook something like this, so she transforms and works her way deeper into the barrier. Close behind, a camouflaged Mabayu watches. This explains how Madoka ended up in that fight with the witch in the previous time loops. Mabayu hurries after her.

Deeper inside the barrier, the girls are confronted by the Cow witch. Madoka attempts to fight it, but is quickly overpowered due to her lack of experience. Mabayu watches helplessly as Madoka is attacked by the witch repeatedly. She wonders why time isn't stopping since Homura had come to rescue her in the last loop but it doesn't look like that's going to happen this time. Did Homura already abandon this time loop after all? Once more Madoka is attacked and injured by the Witch. Mabayu has to do something! Homura wasn't always as strong and single-minded as she is now. She used to be weaker until she changed herself to make her wish come true. Mabayu is as much a magical girl as she is, so she's just as capable of changing herself. Even she can make miracles happen!

Mabayu turns off her camouflage and manages to land a strike at the witch. She turns to Madoka and introduces herself, giving her name and declaring herself her ally. She warns her not to let her guard down since her strike was just a fluke. She looks down and wonders where the giant pair of scissors she's holding came from. Mabayu is both confused and utterly surprised to find she's capable of fighting. She shakes it off and together the two of them attack the Cow witch. At first Mabayu hopes they were able to take it down, but it soon retaliates and hits Madoka. It's no use, it's impossible for them to coordinate their attacks like Madoka would with Homura. The witch bellows in rage as Madoka turns and asks what they should do. Mabayu tells her it's ok, and to just leave it to her. She's sure her mysterious power has awakened by now. All she needs to do is yell out "Nooo!" like they do in the movies and BAM! her power will explode out. The two quietly stand a moment as nothing happens. The witch attacks once more as the two girls cry out.

Time stops, and Mabayu opens her eyes. Homura is standing there, glaring at her with a piercing hostility. She couldn't stand to watch her any further, then calls her the worst. Mabayu just knew Homura would show up to save Madoka sooner or later, but when she notices her glare Mabayu's smile crumples. Homura informs her it's too late for this Madoka since she can't undo her contract, but there's no point in her rewinding time if she can't defeat Walpurgisnacht. So she'll take this time loop as a loss and use it to gather as much information as possible instead. Mabayu can't believe what she's hearing. She doesn't think it's right to abandon this current Madoka just because Homura failed to prevent her contract. Homura scrunches her face in pain. She's well aware of that, and she doesn't want to do this either. She doesn't want to abandon her and would much rather they became friends, but because she knows she has to reset time on this loop, she can't bring herself to get too attached to this time loop's Madoka either. In order to spare herself the pain of creating more memories with Madoka only to lose her when she resets time, Homura has resolved to not interact or get close to this iteration of her. Still, Mabayu insists she can't do that. Yes, partings are painful but the feelings she has are important to her. So she shouldn't lie to herself about her feelings or intentions, nor should she be so insensitive about breaking up with Madoka in this loop. If Homura should feel like giving up, she just has to remember that Mabayu will be by her side and willing to do anything. However, Mabayu's passionate speech falls on deaf ears. Homura hardens once more and refuses to believe her words as she looks into Mabayu's eyes.

Mabayu's eyes flash and she can momentarily see the future. In it, she is telling Homura about her ability to see into the future. At first Mabayu thinks it's some kind of dream, but she soon realizes this is a vision created by her magic. In the vision, she desperately calls out to Homura, but Homura doesn't listen to her. The witch then lashes out and grabs ahold of Homura. Homura struggles, but is unable to stop time so long as the witch is touching her. Without a means to escape, she soon becomes the witch's prey. Mabayu jumps in and saves Homura, then tons of pain as Mabayu's arms are broken, her legs are cut off, and her skull falls inward. Her body is crushed, her ribs pierce her internal organs, then her heart stops as her soul gem shatters. The vision ends with her knowledge that she will die.

Mabayu stands in shock, unable to process what she's just seen. Homura takes this opportunity to freeze time and fire off several bullets into the witch. Mabayu tries to warn her of the impending danger but Homura tells her to stay back and she goes in to fight the witch. Madoka asks Mabayu if she knows the other girl but Mabayu has no time for explanations. She rushes after her and she tells Homura about her ability to see into the future. The scene unfolds exactly the same as it did in her vision. Does that mean she can change the future and if so, what should she do to change it? Will time keep marching on exactly the way it did in her vision, resulting in her death as she protects Homura? She recalls the insurmountable pain she felt in her vision, then wonders once more if she'll die. Even if she goes through all that pain at the cost of sacrificing herself, will she be able to help Homura?

Homura freezes time, then throws a bomb into the witch's stomach. She unfreezes time and watches the bomb explode. However, the dust clears and the witch is still standing there, damaged but still very much alive. Before Homura can react, the witch lashes out and grabs ahold of Homura. Homura struggles, but is unable to stop time so long as the witch is touching her. Madoka is too frightened to react, so Mabayu knows she's the only one who can save her. It looks like she has no other choice; there's no other possibility for this future. Mabayu jumps in and saves Homura. She feels tons of pain as her arms are broken, her legs are cut off, and her skull falls inward. Her body is crushed, her ribs pierce her internal organs, then her heart stops as her soul gem shatters.

Scene 10 (Mami)
Mami rushes over to Madoka and asks if she's alright, tears in her eyes and panic in her voice. Madoka was able to defeat the witch, but... Her gaze turns to where Mabayu lies dead. Mami recognizes her classmate and asks if this isn't some kind of lie. Homura apologizes to Mami, explaining Mabayu had given her life to protect her. She never expected something like this to happen so it's all her fault. She asks Mami to give her the details.
Scene 11 (Homura)
Mami, Madoka, and Homura sit in Mami's apartment. Mami is in tears, wondering how something like this could have happened. She thought she'd done the best she could, but she can no longer call herself a magical girl. Homura can understand why Mami would feel depressed over this. If they were to take her word for it, then their guess would be as good as hers. If they were to assume the worst from now on, then they can't tell the truth to Mabayu.

Day 15

(There are no scenes in the main story for Day 15).

Scene 12 (Homura)

The Pytors circle around the girls menacingly. Both Homura and Madoka are ready, but Mami seems distracted. Homura gets her attention and Mami becomes serious as she focuses on the task at hand. Mami and Madoka attack in unison as Homura watches. She notes that Mami's movements have slowed but she's not surprised. The loss of Mabayu resonates with her as well. Madoka calls out to Homura as Charlotte begins to approach. Homura freezes time. She won't leave this to others like she did last time, and decides to take the lead on the attack. She unfreezes time as multiple bombs go off around Charlotte. While Mami is distracted with her thoughts, Madoka warns her not to let her guard down. Charlotte transforms into its second stage as Homura is troubled by this new development.

Scene 13 (Homura)
Homura consoles a distraught Madoka as they sit in her pendulum room. Madoka can't understand what happened. Mami had been eaten by a witch and Madoka was powerless to stop it. She thought she would be able to protect everyone by becoming a magical girl, but she never imagined it would be like this. Homura doesn't know what to say. In this world, Madoka has already contracted so she'll abandon this time loop one day. Even though she knows it's meaningless to put her arms around her, she just can't help herself. She holds her close for a moment, then promises they'll work hard together to defeat Walpurgisnacht and fulfill Mami's wish in her place. It's all they can do. Madoka nods, then leaves shortly after. Even though she knows it will hurt, Homura can't take her eyes off of her.

Key Points

Film 03.jpg
  • Day 3: Revealed my existence to Homura.
  • Day 6: I see the future with my own magic, and I sacrifice myself according to the future.


Film 3 Main Story (English subs)

Film 3 Side Story (English subs)

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