Twelve days after her disappearance, Sayaka's body is found, buried, and mourned. A devastated Madoka is at a loss over what to do, especially after Kyubey reveals to her the history of how magical girls came to be. Meanwhile, Homura finally faces off Walpurgisnacht.
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!!Tropes in this episode include:
* BeethovenWasAnAlienSpy: Kyuubey explains that many historical women were actually Magical Girls whose wishes and actions helped guide mankind's evolution. Some of which included Cleopatra, Queen Himiko of Yamataikoku and Joan of Arc.
* CastingAShadow: Walpurgisnacht's Familiars are shadow forms that resemble Magical Girls. No doubt remnants of the girls who created the Ultimate Witch.
* TheChosenOne: Discussed and enforced. Kyuubey theorizes that the reason Madoka has so much potential is because of Homura. Everytime Homura reset time, it was always focused on Madoka; this resulted in a side effect of all those discarded timelines culminating into Madoka as the main focal point thus granting her greater potential then intended.
* {{Cliffhanger}}: Just before Homura's Soul Gem blackens, Madoka appears to comfort her. And to Homura's horror, Incubator is also present while Madoka sheepishly tells her sorry.
* CorporalPunishment: Junko gives a single slap to her daughter after she insists on going into the storm to save her friend.
* DarkestHour: Homura is once again unable to defeat Walpurgisnacht who makes her way to the city's shelter. Before she can reset time, Homura stops herself realizing that doing so will result in Madoka becoming a stronger Witch later on mixed with how futile it's been for her to actually save her. Her Soul Gem soon becomes blackened and is about to turn into a Grief Seed. But before that can happen, Madoka appears before her alongside Incubator...
* DespairEventHorizon: Homura reaches hers when she's pinned in some rubble and decides not to reset time realizing that doing so will only make things worse for Madoka.
* DrowningHerSorrows: Junko and Kazuko share a drink with each other at a lonely bar while discussing Sayaka's LoveTriangle and the sudden change in Madoka's behavior.
* DueToTheDead: Sayaka's corpse is given a proper funeral which is attended by Madoka, Hitomi and Kyuusuke.
* EveryoneWentToSchoolTogether: Junko is revealed to have gone to school with Kazuko, Madoka's teacher, and regularly chats with her.
* TheGenericGuy: Discussed. Kyuubey points out how bizarre it is that Madoka Kaname has so much MagicalGirl potential despite her average personality and how she was destined to live a normal life.
* HostileWeather: Because of her tremendous size and power, Walpurgisnacht doesn't need a barrier to hide herself and instead conjures a major storm akin to a hurricane.
* InternalReveal: Homura (once again) explains her truths to Madoka while in her room.
* LaughingMad: The Ultimate Witch laughs like a madwoman as Homura throws everything she has at her.
* MindRape: Kyuubey forces Madoka to undergo a history lesson on the Magical Girls of the past and how it was their contracts that helped develop mankind. He even shows the tragic outcomes for each of those Magical Girls as they fell into despair.
* NegatedMomentOfAwesome: Homura's battle against Walpurgisnacht. She unleashes a barrage of MoreDakka and MacrossMissileMassacre with military hardware, performing a SerialEscalation of ThereIsNoKillLikeOverkill in an attempt to destroy the witch. Just when it seems Walpurgisnacht is defeated, the witch reveals all the attacks were a NoSell and IAmNotLeftHanded as a FlunkyBoss with MindOverMatter.
* NeverFoundTheBody: {{Defied}}. Kyoko makes sure to take Sayaka's body out of the witch's barrier and place it in a hotel for it to be found by a staff member.
* NiceJobBreakingItHero: It's revealed that Homura was giving Madoka more power with each reset by creating alternate universes. Greater MagicalGirl potential translates into greater Witch power.
* NoSell: During Homura's fight with Walpurgisnacht, she launches a massive attack against the witch, utilizing a variety of weapons such as rockets, mines, and missiles. It doesn't affect the witch, and Homura's attempts to stop or slow her down fail.
* OminousLatinChanting: Walpurgisnacht has a chorus chanting in Latin as she makes her grand debut.
* OOCIsSeriousBusiness: The normally chill and flexible Junko becomes firmer with her daughter after her drastic change in personality. She even scolds her when she tries to leave the shelter to save her friend during the passing "storm".
* RainAura: Miki Sayaka's funeral is held under the rain, with an off-screen character narrating the details of her disappearance and death. As the camera pans out to a shot of the city, a white fog over the ground can be seen. It has to be noted, though, that there's no such thing when the camera is closing up in the characters and funeral scenery.
* RuleOfSymbolism: While Junko vents to her friend Kazuko about how distant Madoka has become along with having no idea how to help her, the camera shows a close-up to the bar's painting of ''The Creation of Adam''. Heavy emphasis is shown to God's finger being a centimeter away from Adam's.
* TitleDrop: Homura confesses to Madoka that she's "The only thing I have left to guide me" when breaking down in her living room.
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->''"Homura, I'm sorry..."''
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