This episode looks at an alternate timeline in which Homura is a shy transfer student who makes friends with the cheerful Madoka. Lacking confidence in herself as she had been in hospital for the past six months, Homura is attacked by a witch but is rescued by Madoka and Mami, both of whom are magical girls. When both Madoka and Mami are killed in the battle against Walpurgisnacht, Homura makes a contract with Kyubey to send her back in time so that she can protect Madoka. She joins Madoka and Mami and learns how to use her magical powers for combat, stopping time whilst using stolen firearms and explosives. However, after the battle against Walpurgisnacht, Homura witnesses Madoka transforming into a witch and realizes Kyubey had been deceiving everyone...