Middle-school student Madoka Kaname is surprised to find the girl from her dream, Homura Akemi, enroll in her school the following day. Homura, who seems to already know her, warns Madoka to stay the way she is or risk losing everything. After school when Madoka goes shopping with her friend Sayaka Miki, she hears a strange voice leading her to an abandoned section of the mall. She encounters a strange cat-like creature called Kyubey being attacked by Homura, who is revealed to be a magical girl...