The episode opens with Sayaka visiting a boy in the hospital. This boy, Kyousuke Kamijou, has played the violin since he was young, but a hand injury put an end to that. Sayaka has admired him for just as long.
Later, Mami defeats a lone familiar and explain that familiars don't drop Grief Seeds. The topic turns to the matter of wishes and Mami reveals her own: she wished to survive in the aftermath of a car accident. She then tells Madoka and Sayaka that since they have the luxury to think about their wishes, they should make sure they wish for the right reason.
That evening, Madoka has a discussion with her dad about what it means to accomplish one's dreams after her mother comes home drunk. Meanwhile, Mami and Homura have an argument about the former encouraging Madoka and Sayaka to become magical girls. They end up agreeing to not try to discuss the issue any further, with any further interactions between the two to result in a fight.
Sayaka and Madoka return to the hospital the next day, but find a Grief Seed on the verge of activating as they prepare to leave. Since they don't have Mami's phone number, Madoka leaves to fetch the magical girl while Sayaka stays behind with Kyubey to keep an eye on the Grief Seed. When Mami and Madoka return, they begin to traverse the labyrinth. They don't get far before Homura shows up and tries to get them to leave, saying that this witch is different from the rest. Mami responds by restraining Homura with her ribbons before continuing on.
Deeper within the labyrinth, Madoka confesses that she's never felt like she could do much of anything, but would be really happy helping people as a magical girl. She also says she'll be happy to fight alongside Mami. The older girl, overjoyed at this declaration, happily fights off the witch's familiars as she and Madoka approach the witch's chamber.
This episode provides examples of:
- Alcoholic Parent: Madoka's mother is shown to like drinking so much that she has come home drunk a few times.
- The Aloner: Mami admits that she doesn't have any close friends because of her magical girl lifestyle.
- Be Careful What You Wish For: Discussed. Sayaka asks Mami if it's possible that she could use her wish to benefit someone else, thinking of Kyosuke's Career-Ending Injury. Kyubey confirms she can do so, but Mami strongly advises against it, 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 it 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.
- Beneath the Mask: While discussing Madoka's consideration of being a magical girl, Mami drops her cool senpai façade to reveal that she's a miserable, lonely girl who hasn't been able to live a normal life after becoming a magical girl.
- Big Damn Heroes: Before the remaining girls can be eaten by Charlotte, or make contracts, Homura shows up to kill the witch.
- Cute Is Evil: 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 she's capable of fighting back with a second form; it's as a winged worm creature that she kills Mami.
- Downer Ending: Mami is killed by the Witch Charlotte, leaving Madoka and Sayaka to grieve for her death.
- Eating the Enemy: Once Charlotte transforms into her wormlike form, she bites Mami's head off.
- Five-Second Foreshadowing: Mami noticeably fights more recklessly in Charlotte's Labyrinth after her talk with Madoka, in contrast to how she strategically fought the Witch Gertrude in the previous episode. Because of this, she's completely taken off-guard when Charlotte reveals her second form and bites off Mami's head.
- Foreshadowing:
- Although Kyubey doesn't force the girls to make a contract with him, 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.
- The same thing happens after Mami's death. His first response after her beheading was to command Madoka and Sayaka to make a contract with him.
- The fact that Mami became a Magical Girl because of a Leonine Contract is our first hint that Kyubey may not be as benevolent as he seems.
- Kyubey mentions that Madoka has the potential to be more powerful than Mami as a Magical Girl.
- 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.
- After slaying Charlotte, Homura grimly warns Madoka and Sayaka that "this is the fate of all magical girls".
- Although Kyubey doesn't force the girls to make a contract with him, 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.
- Freeze-Frame Bonus: During her fight with Homura, Charlotte slurps up her tongue which reveals several bombs attached.
- Gory Discretion Shot: 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 disbelief and horror, but the sounds continue.
- If We Get Through This…: 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 wish 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.
- Killer Rabbit: 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.
- Knight of Cerebus: Despite only lasting for a single episode, Charlotte immediately establishes just how dangerous being a Magical Girl is by killing Mami, making it clear that this will be the fate of any Magical Girl if she gets too careless.
- Leonine Contract: Mami reveals that she became a Magical Girl this way; Her parents died in a car accident, and she would have joined them in death if she hadn't made a contract with Kyubey and wished for her survival.
- Let's Split Up, Gang!: While Madoka runs off to find Mami, Sayaka and Kyubey stay next to the hatching Grief Seed to keep an eye on it. While Mami considered this action to be reckless, she later admits that it was a good call given the circumstances.
- Mood Whiplash: Everything is full of happiness and hope after Madoka promises Mami that she'll fight by her side as another Magical Girl. Then things take a turn for the worse when Charlotte reveals her true form.
- Nice Job Breaking It, Hero: Madoka's You Are Not Alone speech to Mami ends up making her Too Happy to Live, leading her to fight recklessly against Charlotte and leaving her unprepared when the Witch unveils her One-Winged Angel form.
- Oh, No... Not Again!: Madoka says this word for word when she sees her mother has returned home, drunk and on the floor, implying that this is not the first time something like this happened.
- Rule of Symbolism: Following Charlotte's demise, a single teacup drops out of her only to be cruelly broken by the Grief Seed with tea dripping around it.
- Tempting Fate: Everything feels too happy as Mami throws caution to the wind and attacks the Familiars after Madoka promises to fight by her side as her new friend.
- Title Drop: Mami says the line "I'm not afraid of anything anymore" as she plows through the Familiar armies with newly instilled hope.
- Wham Episode: 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 Magical Girl anime.
