While rescuing Kyubey from being attacked by Homura, Madoka and Sayaka lose their way in a mysterious space. They find themselves in a desperate situation and are rescued by Mami Tomoe, a magical girl. Afterward, Mami invites them to her room.

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.