Madoka Kaname, an eighth grader who lives such a peaceful life, has a loving family and best friends. She laughs and cries from time to time. One night, she has a strange dream. It was supposed to be an usual routine day, but the arrival of Homura Akemi - a transfer student who came to Madoka's class, changed that.

Homura challenges Walpurgisnacht alone and is seriously wounded. She despairs because she can't win no matter how many times she tries. Her actions are making Madoka suffer even more, and she becomes despondent. Her Soul Gem begins to turn black.