Sayaka goes to see her bedridden friend, Kyosuke Kamijo, where they both listen to violin music together. After another witch hunt where Mami defeated a witch's familiar, She tells Madoka and Sayaka how she became a Puella Magis after a traffic accident, where she didn't have time to think about a wish properly. She also goes on to tell Sayaka about being careful about making wishes for others. Later that night, as Madoka help her father with bring her drunk mother to bed, Mami and Homura have a short discussion of having the two girls get involve with Puella Magis affairs, especially Madoka which Mami took note of, saying she has the pertinence of becoming the strongest. The next day, after trying to visit Kamijo at the hospital, Madoka and Sayaka noticed a Grief Seed on the hospital building that is close to activating. Sayaka tells Madoka to go get Mami while she and Kyubey keep a eye on the Seed. When Mami and Madoka get back to the Seed, it has already set up a barrier but hasn't hatch yet. During their journey to the Seed, Mami and Madoka are stopped by Homura as she explains that the witch maybe outside of Mami's ability to defeat. However, Mami bond her up in order to stop her from following them. As they continue, Madoka tells Mami that her wish is to simply to become a Puella Magis and help others. However, Mami tells her that the job lead her in to a lonely world where she is unable to talk about it and was only putting a cool face to hid her pain. Madoka comforted Mami as she tells her that she is not alone and that Madoka will fight along side her. After a heartwarming moment between Mami and Madoka, the Grief Seed hatches and Mami sets out to battle. After dispatching the Witch's minions and the witch itself, all was going well till the witch transforms in to a giant caterpillar like creature, catching her off-guard and killing her. Homura steps in, after being unbond from Mami's spell, and finishes the job. She then takes the Grief Seed, as both Madoka and Sayaka grieve over Mami's death.