As a witch, Oktavia von Seckendorff, appears before Kyōko, Homura arrives and uses her time manipulation to help Kyōko escape, bringing Sayaka's body to Madoka. Homura reveals that Oktavia is actually Sayaka, whose Soul Gem had transformed into a Grief Seed as a result of becoming too tainted with despair. Later that night, Kyubey appears before Madoka again, explaining that his race, known as Incubators, choose girls in their teens and raise them to become witches in order to obtain powerful energy from the transition from hope to despair in an effort to prevent the heat death of the universe. Incubators are coldly logical, with emotion considered an illness. Thus the process is only feasible with humans, especially adolescent girls. Desperately clinging to the hope that there may still be a way to save Sayaka, Kyōko asks Madoka to help her in an attempt to reach Sayaka's human feelings and try to obtain her Soul Gem from Oktavia. As the two enter the portal to confront the mermaid witch, Kyōko takes the majority of its attacks while Madoka tries to reach Sayaka with words. However, when Oktavia ends up attacking Madoka as well, Kyōko has Homura get Madoka to safety while she sacrifices herself to destroy Oktavia. Kyubey, who had clearly known there was no way of saving Sayaka, taunts Homura, saying that with Kyōko gone, she will not be able to stop Walpurgisnacht without Madoka becoming a magical girl.