Following Sayaka's transformation into a Witch, Kyoko and Madoka set out to try and save her and restore her to her original self. But it seems that some things are just not meant to be.
This episode provides examples of:
- Awful Truth: Homura reveals the final truth about becoming a Magical Girl to Madoka and Kyoko, namely that Magical Girls will eventually turn into Witches if they survive long enough. Madoka and Kyoko are understandably shaken.
- Blue-and-Orange Morality: Kyubey shows more of this side to himself, as he honestly can't comprehend that withholding information counts as Lying by Omission, nor does he understand why Madoka would be upset about the way he treats humanity.
- Break the Cutie: Poor Madoka gets put through the wringer throughout the episode. She finds out that Sayaka has been turned into a Witch, learns that Kyuubey sees humanity only as a means of gathering energy, and ultimately tries and fails to get Sayaka back.
- Call-Back: Just like when they first met each other, Kyoko used her barrier magic to keep Madoka away from her fight with Sayaka. She does it again here to keep her safe from Oktavia's attacks.
- Downer Ending: Madoka and Kyoko's attempt to save Sayaka and return her to normal fails, leading Kyoko to slay the Witch in a suicide attack so Sayaka doesn't die alone, thus leaving Homura without anyone to help her fight against Walpurgisnacht.
- In Medias Res: The episode picks up from Sayaka revealing her corrupted Soul Gem to Kyoko before transforming into a witch.
- Internal Reveal: Homura reveals her time travel magic to Kyoko.
- "I Know You're in There Somewhere" Fight: Kyoko and Madoka attempt this to get Sayaka back. Unfortunately, it doesn't work, and Kyubey reveals that there was no chance that it would.
- Lack of Empathy: Kyubey reveals that his species is incapable of feeling any emotion or empathy, which is why they can't understand why humans have a problem with their methods.
- Metaphorically True: When Kyoko asks Kyubey if there is any way for a Witch to change back into a Magical Girl, he tells her that has not been done before, phrasing his answer in a way that makes it sound like it is possible. When Homura asks if there was any chance Kyoko had of changing Sayaka back to normal, Kyubey tells her that there isn't, revealing that he was only giving Kyoko false hope.
- Mutual Kill: When it becomes clear that getting through to Sayaka is impossible, Kyoko ultimately performs a suicide attack both as an act of mercy to Sayaka and so she won't have to die alone.
- The Needs of the Many: Kyubey argues to Madoka that the cycle of witches and magical girls are necessary to keep the universe from dying out, and it even has the side benefit of helping humanity to advance as a species, so he can't understand why she objects over the relatively few lives it destroys.
- Not-So-Well-Intentioned Extremist: Kyubey's goal to end Entropy sounds good on paper, but the measures he takes by tricking Magical Girls into becoming Witches and even sending Kyoko to her death just to give Madoka incentive to become a Magical Girl and provide him so much energy shows that he'll go to any lengths to get what he wants, no matter who has to suffer in the end.
- Our Mermaids Are Different: Sayaka transforms into Oktavia von Seckendorf who resembles a giant blue mermaid wearing knight armor and a tattered cape.
- Post-Stress Overeating: Kyoko indulges in her snack collection while processing what to do about Sayaka becoming a witch.
- The Reveal: Kyubey reveals that his goal is to prevent the heat death of the universe, and he does that by gathering the energy that comes from the emotions of Magical Girls.
- Title Drop: Kyoko states the title "I'd never allow that to happen" when telling Madoka that she'd never permit her to give up her normal life just to be a magical girl.
