Sayaka defeats Elsa Maria, but refuses to take the Grief Seed it produces. Madoka tries to reason with Sayaka, who just berates her, blaming her for her state before running off. As Homura and Kyōko discuss Walpurgisnacht, Kyubey approaches them, mentioning that something bad will happen if Sayaka's Soul Gem is not cleansed. Sayaka does not return home that night and just watches as Hitomi makes her confession to Kyōsuke the next day, sending her further into despair. Homura approaches her in an attempt to offer a Grief Seed, but Sayaka once again rejects it as she does not trust her. To spare Madoka the suffering of watching Sayaka's downfall, Homura prepares to kill her, but Kyōko intervenes, helping Sayaka escape. Kyubey coerces Madoka into making a wish to save Sayaka, but Homura shoots him before she can do so, breaking down before Madoka and telling her not to be so self-sacrificing. Madoka gets the feeling she has met Homura somewhere before, but leaves to search for Sayaka, while a replacement Kyubey appears, identifying Homura, who knows his true identity, as a being from a different timeline. Kyōko finds Sayaka, who is implied to have just killed two men on the train. Sayaka admits her stupidity before her Soul Gem, having turned completely dark, shatters and transforms into a Grief Seed.Elsewhere, Kyubey muses that as a 'woman' who has yet to mature is called a 'girl', the term 'magical girl' only makes sense for it to be a prelude to whomever has yet to become a 'witch'.