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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.
Sayaka's funeral was held in the rain. Madoka returns home with vacant eyes. She barely says anything to Junko who met her at the front door and goes into her room. Kyubey appears in front of Madoka who is lost in her grief alone.
A scene depicting a female transfer student. The timid girl is so nervous and meek. She introduces herself shyly while feeling the eyes of all the students in the class. At recess other girls gather around her and ask questions curiously.
Sayaka's Soul Gem turns into a jet-black grief seed which hatches and a new witch emerges. Carrying Sayaka's body Kyoko focuses on defending against the approaching witch's attacks. Homura cuts into the witch's labyrinth and leads Kyoko to escape.
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- Rating: TV-PG