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.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.