Overcome by the pressure and grief of her
life as a magical girl, Sayaka loses all hope. The light in her soul gem
becomes corrupt and cursed, causing her to reach the final transformation phase
and become a witch.
Unable to defeat the witch herself, Kyoko is saved by Homura and the two escape
together, carrying Sayaka's former body with them. The two meet Madoka who
breaks down at the sight of her friend's lifeless body.
As Kyoko takes charge of and preserves Sayaka's body, Kyubey arrives in
Madoka's room and reveals his true intentions.
When a magical girl's soul gem is transformed into a grief seed, the process of
becoming a witch, a large quantity of energy is released. It is Kyubey and the
other Incubators who collect this energy and use it to stop the gradual
decaying of the universe. His ultimate goal is to establish a contract with
Madoka, leading to her eventual transformation into a witch, as she possesses
the strongest magical power in the world and therefore the most energy.
Meanwhile, Kyoko, spurred on by Kyubey's words that it may be possible to save
Sayaka, constructs a plan to save her soul. She believes that if Madoka calls
out to her best friend, Sayaka may be able to free herself from the witch.
Kyoko and Madoka form a partnership and confront the witch. However their plan
fails, Sayaka is unable to control herself and brutally beats Kyoko. Although
Homura arrives in the nick of time to protect Madoka, Kyoko stays behind,
destroying her own soul gem and launching a final attack to destroy the witch.
Homura carries Madoka away from the battle and returns to her home. There,
Kyubey explains his reasons for encouraging Kyoko. If all the other girls are
defeated, Homura would be forced to face the powerful witch, Walpurgis
Night by herself, a battle she would have no chance of winning. Seeing this he
believes Madoka will form a contract with him, completing his ultimate plan...