History Recap / PuellaMagiMadokaMagicaEpisode03ImNotAfraidOfAnythingAnymore

* KillerRabbit: Charlotte is the cutest and smallest of all the witches that appear in the show. She also has a much bigger alternate form, and is the first witch shown to be directly responsible for someone's death.

* OhNoNotAgain: Madoka says this word for word when she sees her mother has returned home drunk and on the floor, implying that this not the first time something like this happened.

** Kyubey mentions that Madoka has the potential to more powerful than Mami as a Magical Girl.

* BeCarefulWhatYouWishFor: {{Discussed|Trope}}. Sayaka asks Mami if it's possible that she could use her wish to benefit someone else, thinking of Kyosuke's CareerEndingInjury. Kyubey confirms she can do so, but Mami strongly advises against it, [[ArmorPiercingQuestion asking Sayaka that if she plans to make such a wish, would she be doing it for that person's sake, or would she be doing to earn their ever-lasting gratitude]]. Mami warns Sayaka that she needs to make sure that such wishes are made for the right reasons, otherwise she will regret it when it turns out that isn't what she wanted.
* BeneathTheMask: While discussing Madoka's consideration of being a magical girl, Mami drops her cool senpai façade to reveal that she's miserable, lonely girl who hasn't been able to live a normal life after becoming a magical girl.

* BeneathTheMask: While discussing Madoka's consideration of being a magical girl, Mami drops her

* WhamEpisode: Mami gets killed by the witch she's fighting. While the first two episodes have subtle indications something's off, this is the episode that establishes that ''Madoka Magica'' is a deconstruction of MagicalGirl anime.

* BeCarefulWhatYouWishFor: {{Discussed|Trope}}. Sayaka asks Mami if it's possible that she could use her wish to benefit someone else, thinking of Kyosuke's CareerEndingInjury. Kyubey confirms she can do so, but Mami strongly advises against it, [[ArmorPiercingQuestion asking Sayaka that if she plans to make such a wish, would she be doing it for that person's sake, or would she be doing to earn their ever-lasting gratitude]]. Mami warns Sayaka that she needs to make sure that such wishes need to be made for the right reasons, otherwise they will regret when it turns out that isn't what they wanted.

** While Kyubey doesn't force the girls to make wishes, he still seems rather insistent that they do so as quickly as possible, to the point where Mami scolds him and jokingly tells him that girls don't like pushy boys.
** Homura confronts Mami about Madoka becoming a Magical Girl, and in response, Mami accuses Homura of being scared of Madoka's incredible magical potential. When Homura doesn't have a rebuttal, it looks like Mami won the confrontation, but it's very telling that Homura is standing on a staircase above Mami. Mami earns herself a gruesome death by having her head chewed off because she refused Homura's help against the witch Charlotte (and instead tied Homura up so she couldn't help), and Homura is forced to clean up her mess.

* IfWeGetThroughThis: After Madoka says she'll partner up with Mami, the latter suggests that Madoka wish for a cake if she can't come up with a better witch by the time Mami kills the witch so they can celebrate her becoming a magical girl with a feast. While the witch gets killed, it takes out Mami first and no one is in the mood to make a wish or have cake afterward.

* GoryDiscretionShot: Zigzagged when Charlotte eats Mami. The bite itself isn't shown, but Mami's body is shown twitching, followed by a distant shot of Charlotte diving down to devour her. The camera then pans over to Sayaka and Madoka watching on in [[HeroicBSOD disbelief and horror]] , but ''the sounds continue''.

Sayaka visits a boy in the hospital. Tensions rise as Mami distrusts Homura, and [[CharacterDeath Mami is abruptly killed]] by a witch.

* CuteIsEvil: Charlotte looks and moves like a stuffed animal, has a barrier full of candy, and her familiars look like mice wearing nurses' hats. She also puts up no resistance to Mami attacking her. As a witch, her appearance near a hospital puts the people there in danger and [[spoiler:she's capable of fighting back with a second form; it's as a winged worm creature that she kills Mami]].
* EatingTheEnemy: [[spoiler:Once Charlotte transforms into her wormlike form, she bites Mami's head off]].
* KillerRabbit: Charlotte is the cutest and smallest of all the witches that appear in the show. She also [[spoiler:has a much bigger alternate form, and is the first witch shown to be directly responsible for someone's death]].
* WhamEpisode: [[spoiler:Mami is killed by the witch she's fighting]]. While the first two episodes have subtle indications something's off, this is the episode that establishes that ''Madoka Magica'' is a deconstruction of MagicalGirl anime.

Note: [[VideoGame/PuellaMagiMadokaMagicaPortable The PSP game]] offers some interesting insights on the reason for Homura and Mami's conflict and how it leads to her death. Mainly that Mami completely misinterpreted Homura's motivations and was unwilling to give her the benefit of the doubt. As far as she knew, Homura tried to kill her friend, rejected any efforts at making peace or cooperation, and seems determined to keep others from contracting due to not wanting competition - culminating in showing up unannounced in Charlotte's labyrinth, claiming the witch for herself. To Mami, it wasn't just the exactly wrong way to be a magical girl - it was a threat onto her territory, and she could not afford to waste time talking or fighting when Sayaka was in danger, so she opted to quickly disable Homura before moving.

Mami made a deal with Madoka, making a game of whether Madoka can pick a wish faster than Mami could beat the witch - she was happy enough to turn witch hunting into a game, and so she died. As Oriko showed, Mami ''was'' capable of killing Charlotte even without Homura's warning, even if Homura's warning could have been more specific.

----

Sayaka visits an injured boy named Kyōsuke Kamijō, who was a violin player she admired when she was little. After defeating a witch's familiar, Mami tells Madoka and Sayaka that she had been involved in a traffic accident and did not have time to think about her wish. She also lets Sayaka know about the precedents for wishing on behalf of other people. Later that night, as Madoka helps her mother and talks with her father,

Later, Mami is approached by Homura, who tells her that bringing innocents into the witch hunts is too dangerous; Mami replies that they've been chosen by Kyuebey, and that they're hardly simply innocent bystanders now. Homura says that Mami is trying to steer them into becoming Puella Magi, they briefly talk about Madoka's massive potential, and Homura states that Madoka must absolutely not become a magical girl. Mami accuses Homura that she simply doesn't want anyone stronger than her around, comparing her to a bullied child. With the conversation going nowhere, Mami warns Homura that the next time they see each other, they will fight.

The next day, Sayaka visits the hospital, but Kamijo is off doing physical therapy. While outside, Madoka and Sayaka find a Grief Seed that is close to activating, so Sayaka and Kyubey enter the portal ahead of them while Madoka goes to find Mami.

As Madoka and Mami enter the labyrinth, Homura comes from behind. She tells Mami that the witch, known as Charlotte, is her kill, but Mami distrusts her, and binds Homura with ribbons. Homura tries to warn Mami about Charlotte, but Mami ignores her.

As they continue, Madoka mentions her wish is to simply be a magical girl and help others. Mami laments that her job as a magical girl has left her lonely and afraid, but feels happy that Madoka wishes to fight alongside her. As the Grief Seed activates, Mami goes into action and starts to fight against Charlotte, who takes the form of a small plush doll. She actually does quite well against Charlotte. However, Charlotte suddenly transforms into a huge caterpillar which decapitates and instantly kills Mami right before Madoka's eyes. Homura, her bonds dissolving with Mami's demise, steps in and defeats Charlotte after placing explosives inside of the caterpillar's body, claiming the Grief Seed, leaving behind a mortified Madoka and a heavily resentful Sayaka.

Note: The PSP game offers some interesting insights on the reason for Homura and Mami's conflict and how it leads to her death. Mainly that Mami completely misinterpreted Homura's motivations and was unwilling to give her the benefit of the doubt. As far as she knew, Homura tried to kill her friend, rejected any efforts at making peace or cooperation, and seems determined to keep others from contracting due to not wanting competition - culminating in showing up unannounced in Charlotte's labyrinth, claiming the witch for herself. To Mami, it wasn't just the exactly wrong way to be a magical girl - it was a threat onto her territory, and she could not afford to waste time talking or fighting when Sayaka was in danger, so she opted to quickly disable Homura before moving.

As they continue, Madoka mentions her wish is to simply be a magical girl and help others. Mami laments that her job as a magical girl has left her lonely and afraid, but feels happy that Madoka wishes to fight alongside her. As the Grief Seed activates, Mami goes into action and starts to fight against Charlotte, who takes the form of a small plush doll. She actually has a good advantage agisnt er Charolotte. However, Charlotte suddenly transforms into a huge caterpillar which decapitates and instantly kills Mami right before Madoka's eyes. Homura, her bonds dissolving with Mami's demise, steps in and defeats Charlotte after placing explosives inside of the caterpillar's body, claiming the Grief Seed, leaving behind a mortified Madoka and a heavily resentful Sayaka.

As Madoka and Mami enter the labyrinth, Homura comes from behind. She tells Mami that the witch is her kill, but Mami distrusts her, and binds Homura with ribbons. Homura tries to warn Mami about the witch, but Mami ignores her.

As they continue, Madoka mentions her wish is to simply be a magical girl and help others. Mami laments that her job as a magical girl has left her lonely and afraid, but feels happy that Madoka wishes to fight alongside her. As the Grief Seed activates, Mami goes into action and starts to fight against the witch. However, the witch suddenly transforms into a huge caterpillar which decapitates and instantly kills Mami right before Madoka's eyes. Homura, her bonds dissolving with Mami's demise, steps in and defeats the witch, claiming the Grief Seed, leaving behind a mortified Madoka and a heavily resentful Sayaka.