As Sayaka continues to worry over Kyōsuke, 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. As Kyōsuke becomes more frustrated and desperate about his condition which keeps him from being able to play the violin, Sayaka decides to contract with Kyubey. Out in the city Madoka notices several people infected by the kiss of the witch Charlotte, including her classmate Hitomi Shizuki, preparing to kill themselves by mixing cleaning agents. When Madoka thwarts the attempted mass suicide, they chase her to a closet where she is caught by a witch who tortures her with memories of Mami's death. She is rescued by Sayaka, who had become a magical girl after using her wish to cure Kyōsuke's hand, much to the shock of Homura. Elsewhere, Kyubey greets a recently-arrived magical girl named Kyōko Sakura, who is unhappy that Sayaka took over the area Mami once looked after.