Madoka and Sayaka become disillusioned with the Magical Girl lifestyle after Mami's brutal death and the true gravity of the situation. But the two girls can't return to their normal lives thanks to Kyousuke reaching the brink of despair followed by a new Witch attack.
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!!This episode provides examples of:
* BigDamnHeroes: Newly contracted Magical Girl Sayaka Miki shows up to destroy H.N. Elly before she can kill her best friend.
* BrokenTears: Madoka ends up crying these during breakfast after she remembers Mami dying.
* ConvenientlyAnOrphan: Homura explains that Mami didn't have any other family members. Mixed with her having no other friends, it'll be a good while before someone files a missing report for her.
* CoolSword: Sayaka wields a cutlass blade as her primary weapon.
* CreepyDoll: The Witch's familiars (Danniyel and Jennifer) resemble one-winged dolls that help torment Madoka.
* DamselInDistress: Hitomi is brainwashed into performing a mass suicide along with the rest of the unfortunate souls.
* DespairEventHorizon: Kyousuke crosses his after his doctor told him that his hand will never recover and he can never play classical music again. He even breaks his CD player in anger.
* DrivenToSuicide: Just like with Gertrud, H.N. Elly orders her victims to prepare a mass suicide using toxic chemicals.
* {{Flashback}}: Madoka thinks back to a time her mother taught her never to mix chemicals like bleach and hydrochloric acid.
* {{Foreshadowing}}:
** Kyuubey mentions that another Magical Girl will arrive to claim territorial rights of Mitakihara City now that Mami bit the dust. The last scene features a Magical Girl in Red named Kyoko Sakura who's come to take over the city.
** After Madoka vows never forget Homura, it shows her with an expression of pain.
* HeroicBystander: Madoka succeeds in tossing out the bucket of toxic chemicals before it can kill everyone. Sadly, H.N. Elly and her thralls don't take it well.
* IronicHell: H.N. Elly brings up Madoka's memories of her final moments with Mami along with her gorey death to terrorize her. Madoka assumes that this is her punishment for being a coward.
* NeverSayDie: Realizing that a new Magical Girl took over her city, Kyoko decides to put her in early retirement...''permanently''.
* OhCrap: Madoka is horrified to see her friend Hitomi walking around with a Witch's Kiss.
* PreMortemOneLiner: Sayaka's final words to the Box Witch just before she kills her are as followed: "You are so going down!!"
* TitleDrop: Sayaka says the line "Miracles and magic are real!" when convincing her [[FreudianSlip cru-I mean friend]] not to give up hope.
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