As Sayaka continues to worry over Kyösuke, Madoka admits she is too scared to become a magical girl after witnessing Mami's death, so Kyubey decides to let her be. Madoka is approached by Homura who tells her that Mami, along with other magical girls she has seen die during her time, will only be considered missing by normal people. Madoka says she will never forget Mami or the fact that Homura saved her life though Homura warns her that her kindness may be used against her...