As Sayaka continues to be concerned about Kyōsuke, Madoka, still in despair over the death of Mami, admits she is too scared to become a magical girl, so Kyubey decides to let her be. Madoka is approached by Homura, who tells her that Mami, along with other magical girls she has seen die during her time, will only be considered missing by normal people. Madoka says she will never forget Mami or the fact that Homura saved her life, though Homura warns her that her kindness may turn against her. As Kyōsuke becomes more frustrated and desperate about his condition, which keeps him from being able to use his fingers to play the violin, Sayaka decides to contract with Kyubey. Out in the city, Madoka notices several people, including her classmate Hitomi Shizuki, infected by the witch's kiss and preparing to kill themselves by mixing detergents. When Madoka thwarts their attempted suicide, they chase her to a closet where she is caught by the witch H.N. Elly, who tortures her with memories of Mami's death. Just then, she is rescued by Sayaka, who had become a magical girl after using her wish to cure Kyōsuke's hand, much to the shock of Homura. Elsewhere, Kyubey greets another magical girl named Kyōko Sakura, who just came to the city, unhappy that Sayaka took over the area Mami once looked after.