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After inviting Mami to eat with her family, Kyōko tells her about the wish she made. She breaks down before Madoka and tells her not to be so self-sacrificing. Desperately clinging to the hope that there may still be a way to save Sayaka, Kyōko asks Madoka to help her try to reach Sayaka's human feelings and to obtain her Soul Gem from the witch. She then asks Homura to kill her before she turns into a witch. After the battle, Mami kills Kyōko and turns her gun on Homura in an attempt to prevent them from becoming witches. However, after learning of her family's death, Kyōko takes on a different outlook on fighting witches which leads to her falling out with Mami and deciding to leave town. The two become partners, fighting witches together and learning special moves. Kyōko finds Sayaka, who is implied to have just killed two men on the train.

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After Sayaka argues with Kyōko after she teases her a little, she ends up walking into a witch's labyrinth in the middle of the ocean but is rescued by the others. She attempts to tell the others during the next time loop, but they do not believe her until Sayaka becomes a witch and the remaining magical girls are forced to kill her. Returning to the past with a colder personality, Homura attempts to keep Kyubey from making contact with Madoka in the first place and decides to fight against the witches herself. With their Soul Gems depleted, Madoka uses her last Grief Seed on Homura, begging her to return to the past to keep her from being fooled by Kyubey. In the last episode, Queen is seen fighting Arisu Fujisaki's angel, Alice. As listed in the ending credits to each episode, denoted as storyboard artist (絵コンテ). After Madoka and Mami save Homura from a witch, Madoka confesses to Homura that she became a magical girl in order to save the life of a cat named Amy who was hit by a car. Sayaka does not return home that night and just watches as Hitomi confesses to Kyōsuke the next day, sending her further into despair.

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As the two enter the portal to confront the witch, Kyōko takes the majority of its attacks while Madoka tries to reach Sayaka with words. As Homura begins to lose hope and is on the verge of becoming a witch, Madoka arrives with Kyubey, announcing that she plans to make her wish. She skips the welcome party that the other dorm residents arranged for her, telling them that she doesn't want to make friends and face the pain of parting with them in only a year's time. The two make quick friends, with Android 8 explaining that he doesn't believe in fighting or killing. The American sitcom The Boondocks has many anime-style features and uses Japanese style fighting. She and the other magical girls continue to fight against new creatures called Wraiths and Homura vows to continue fighting in honor of Madoka, and the series ends on a cliffhanger. After Sayaka's funeral, Kyubey shows Madoka the history of magical girls and how it has shaped civilization, causing extreme distress to Madoka. However, after the battle against Walpurgisnacht, Homura witnesses Madoka transforming into a witch and realizes Kyubey had been deceiving everyone. However, Taiyou uses his wish in order to prevent this from happening.

However, when Sayaka ends up attacking Madoka as well, Kyōko has Homura get Madoka to safety while she sacrifices herself to destroy Sayaka. Sayaka admits her stupidity before her Soul Gem, which has turned completely dark, shatters, and transforms into a Grief Seed. Homura reveals that the witch was actually Sayaka, whose Soul Gem had transformed into a Grief Seed as a result of becoming too tainted with despair. Kyubey reveals to Homura that the reason Madoka has the potential to become such a powerful witch is because Homura's constant trips through time to try and save Madoka have resulted in her becoming the centerpoint of countless timelines, as the potential of a magical girl is determined by the relative effect of their role on fate. Elsewhere, Kyubey muses that a "woman" who has yet to mature is called a "girl", and that "magical girl" (魔法少女) is the corresponding term for a "witch" (魔女) who has yet to mature.